TO THE MEMBERS
Your Directors have pleasure in presenting the 42nd (Forty Second) Annual Report of theCompany together with the Audited Accounts for the year ended March 31 2021.
1 FINANCIAL RESULTS
|Particulars ||2020-21 ||2019-20 |
| ||(Rs. In Lakh) ||(Rs. In Lakh) |
|Revenue from operations (Net) ||39389.36 ||42303.96 |
|Other Income ||98.87 ||197.27 |
|Profit before interest Depreciation and Tax ||4040.09 ||3688.74 |
|Interest & Financial Charges ||2828.51 ||3314.09 |
|Depreciation ||1068 69 ||1086.17 |
|Profit / Loss before Tax (PBT) ||142 89 ||(711.52) |
|Exceptional Items ||(2608.60) ||- |
|Provision for Income Tax / Deferred Tax ||(1706.07) ||(585.33) |
|Profit / Loss after Tax (PAT) ||(759.63) ||(126.19) |
|Other comprehensive Income ||135.82 ||(72.55) |
|Total comprehensive Income for the period ||(624.31) ||(198.75) |
No Dividend has been recommended by the Board for the year under review 3 REVIEW OFOPERATIONS
Despite major hiccups and challenges the Company ended the year with a turnover of Rs393.89 crores and a profit before Exceptional items and tax of Rs 1.42 Crores It was ableto stage a significant recovery in the second half of the year that enabled it to not onlywipe off its first half losses but also make a small profit.
The Company was able to recoup losses of the first half because of:
Moderate to low cotton prices due to slow demand globally
Sharp and prudent cost cutting exercises
Surge in demand of casual wear attributable to changing life styles during COVID19 and
Sharp recovery in yarn demand/prices in the second half of the year resultingfrom a dried pipeline
COVID 19 also made the Company rework its focus from commodity like yarn business to amore value-added fabric and garments business. In addition the Company decided to sellits idle property and more importantly its Gujarat Spinning facility including windmilland vacant land It concluded MOUs for each of those and hopes to consummate the deals inthe coming year This major restructuring will reduce the long-term debt by over 50% andtotal debt by 40%. It would also provide the Company liquidity to build its branded andvalue-added businesses and improve its market share in the innerwear and casual wearcategory.
4. FUTERE OUTLOOK
FY 2021-22 belied all expectations and started very cautiously as the 2ndCOVID wave engulfed the nation. The Company had huge expectations from the summer seasonlaced with marriage and festivals during April and May but the spate of lockdowns has beena setback However it is hoped that as things have started to open in June online salesare doing well our Company is expecting to cover the sales drop of April and May in thecoming months
Labour challenges are expected to continue at least in the first half as the COVIDscare has sent many workers back to their home towns. Extra focus and push will be neededto get labour back to the factories.
Conclusion of all its intended property and asset sale in the first half of the yearwill allow your Company to focus on growing its higher margin value added inner and casualwear business under TT and Hi Flyer Brands. Your Company also targets to grow its onlinebusiness by 4X and to make it a significant contributor to its top and bottom lines.
The Company's Exclusive Brand Outlet (EBO) chains by the name of "T T BAZAR"have also helped build direct connect with the consumer. Over 50 TT Bazaar franchiseestores are running and many more are in the pipeline.
Despite the problems and issues of COVID 19 the post lockdown traction and demand forour products has given your Company a lot of hope and optimism of achieving new heightsand taking the brand and company to newer
levels. Your Company is now more focused on the value-added segment and domestic saleswhich will help de- risking the business and bringing in more stability to turnover andmargins. Your Company is confident of growing its brand in the garment segment and gainingmarket share in the years to come. It expects turnover to be increased with betterprofitability considering the expected good monsoons inflationary trends and variousGovernment policies to boost demand and liquidity in the market.
Your Company has gone through a bad phase but luckily it is emerging with a strongercharacter and poise to build its growing knitted casual and active wear portfolio for allgenders that has seen very good traction and demand.
5. MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Agreement 2015 is presented as a separate sectionforming part of this report.
6. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI
A separate report on Corporate Governance along with Auditor's Certificate on itscompliance is annexed to this report. (Annexure D)
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Jyoti Jain (holding DIN No.01736336) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer herself for reappointment
During the year Mr Sanjay Kumar Sharma resigned from the post of the Company Secretaryand in his place Mr. Sumit Jindal has been appointed as the Company Secretary andcompliance officer of the Company
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149 (6) of the Companies Act 2013 and Regulationof the Listing Agreement.
8. KEY MANAGERIAL PERSONNEL
Following are the Key Managerial personnel of the Company as on 31st March 2021:
|Mr Sanjay Kumar Jain ||Managing Director |
|Mr Sunil Mahnot ||Director (Finance)& Chief Financial Officer |
|Mr. Sumit Jindal ||Company Secretary |
9. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs
A statement containing the details of the Remuneration of Directors and KMPs asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel Rules 2014) is mentionedin the Corporate Governance Report.
10. POLICY ON REMUNERATION OF DIRECTORS KMPS SENIOR MANAGEMENT PERSONNEL AND OTHEREMPLOYEES INCLUDING CRITERIA'S AS DETERMINED BY NOMINATION AND REMUNERATION COMMITTEE
The remuneration paid to Directors is in accordance with the Nomination andRemuneration Policy of the Company formulated in accordance with Section 178 of CompaniesAct 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force.
Nomination and Remuneration Committee has formulated the criteria for determining thequalifications positive attributes and independence of directors in accordance withSection 178 of Companies Act 2013 and recommended the same to the Board.
The Nomination and Remuneration Policy may be accessed on the Company's website at thelink http://www.tttextiles.co in/investor/companv-policies/
11. BOARD OF DIRECTORS MEETING
During the year five Board Meetings and four Audit Committee Meetings were convened andheld. Details of the same are noted in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed limit under the Companies Act2013.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors report as under:
a) That in the preparation of the annual accounts the applicable accounting standardshave been followed.
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent to give atrue and fair view of the state of affairs of the company at the end of the financial yearand of the profit or loss of the company for that period.
c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities
d) That the Directors have prepared the annual accounts on a going concern basis.
e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.
f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
g) No fraud has been reported by the auditors under Section 143(12) of Companies Act2013 for the F.Y. 2020-21.
13. EVALUATION OF BOARD AND COMMITTEES AND DIRECTORS' PERFORMANCE
Pursuant to the provisions of the Company's Act 2013 and Regulation 17(10) of the SEBIListing Agreement 2015 the Board has carried out an evaluation of its own performancethe performance of the directors individually and its committees for the financial year2020-21
Your Directors feel pleasure in informing the members that the performance of the Boardas a whole and its member individually was adjudged satisfactory. Your Company has framedpolicy and criteria for evaluation of Executive Directors Chairperson and IndependentDirectors and has also devised criteria for Board of Directors as a whole and individualCommittees of the board.
14. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees during day-to-day business operations of theCompany. The Company believes in "Zero Tolerance" against bribery corruptionand unethical dealings / behavior of any form and the Board has laid down the directivesto counter such acts. The code laid down by the Board is known as "Code of BusinessConduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.ttlimited.co.in
15. AUDIT COMMITTEE DISCLOSURES A Composition
During the year the Audit Committee met four times in compliance with the provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and CompaniesAct 2013. At present the Committee comprises Shri M.C Mehta as Chairman Shri V RMehta Independent Director Dr. (Prof.) V K. Kothari Independent Director Shri AnkitGulgulia Independent Director and Shri Sanjay Kumar Jain Managing Director
Mr. Sumit Jindal is Secretary of the Committee All the recommendations made by theAudit committee were accepted by the Board.
B Vigil Mechanism / Whistle Blower Policy
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the Listing Agreement aims to provide a channel to the employees and Directorsto report to the management concerns about unethical behavior actual or suspected fraudor violation of the Codes of conductor policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andprovide for direct access to the Chairman / Chairman of the Audit Committee in exceptionalcases.
The policy of Vigil Mechanism and Whistle Blower Policy as approved by the Board may beaccessed on the Company's website at the link: http://www.ttlimitedco.in/investor/companvpolicies
16. prevention of INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The code of conduct stipulates such formats as are deemed necessary for makingapplications for pre-clearance reporting of trades executed reporting of decisions not totrade after securing pre-clearance recording of reasons for such decisions and forreporting level of holdings in securities at specified intervals determined as necessaryto monitor compliance with these regulations The Board is responsible for implementationof the Code.
All Board of Directors and the designated employees have confirmed compliance with thecode.
Further the Board of Directors of the Company has adopted revised Code of practices& procedures for fair disclosure of unpublished price sensitive information incompliance with the SEBI (Prohibition of insiderTrading) (Amendment) Regulations 2018.
17. CORPORATE SOCIAL RESPONSIBILTY
As part of its initiatives under "Corporate Social Responsibility' (CSR) theCompany has contributed funds for the schemes of eradicating hunger and poverty promotionof education and medical aid. During the year under review Company has not done nay CSRexpenditure as it was not liable due to losses in last two Financial Years.
The Annual Report on CSR activities is annexed herewith as Annexure B.
18. RISK MANAGEMENT
The Risk Management Policy required to be formulated underthe Companies Act2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 has been dulyformulated and approved by the Board of Directors of the Company. The aim of RiskManagement Policy is to maximize opportunities in all activities and to minimizeadversity.
Effective risk management allows the Company to:
<Embed the management of risk as an integral part of its business processes;
<Establish an effective system of risk identification analysis and treatment<Make informed decisions.
<Avoid exposure to significant reputational or financial loss;
<Assess the benefits and costs of implementation of available options and controlsto manage risk. <Strengthen corporate governance procedures.
TTL adopts a systematic approach to mitigate various types of risks viz EnvironmentalBusiness Operational Financial and others associated with accomplishment of objectivesoperations revenues and regulations COVID-19 emerged as an unexpected and unprecedentedrisk severely impacting all aspects of business operations. To us safety and health of ourworkers was top priority Company immediately stepped up the safety protocols at all itsunits.
The sudden lockdown began to impact both topline and bottomline due to consumers buyingonly essential product and non-availability of salesmen which hurt the order-bookingprocess.
Company moved quickly to respond to the changing dynamics in the market place rightfrom securing supplies of essential raw and packing material to revamping productportfolio by introducing a host of new products such as Masks and PPE Kits Increased focuson E-commerce also helped in mitigating the risk further
However Company believe that risk has not subsided yet and constantly monitoring thesituation.
The Risk Management Policy may be accessed on the Company's website at thelink:http://www.tttextiles.com/ images/pdf/Riskmanaaeme ntPolicv18.pdf
19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Audit functions reports to the Chairman of theAudit Committee and to Chairman and Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy of internalcontrol systems in 1he company and Its compliances with operating systems accountingprocedure and policies at all locations of the Company.
20. TRANSFER OF DIVIDEND TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
During the year under review unclaimed dividend for the FY 2012-13 amounting Rs1209.065/- was transferred to Investor Education and Protection Fund (IEPF) account.
21. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportable matenalweakness in the design or operation was observed.
22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT
The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
23. EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH 2021
In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with theCompanies (Management and Administration) Rules 2014 Annual Return in Form No MGT - 7is uploaded on the website at : -http://www. tttextiles co.in/investor/results-report
24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Energy Conservation continues to be an area of major emphasis in our Company Effortshave been made to optimize the energy cost while carrying out manufacturing operations.
The information required to be furnished under section 134 (3)(m) of the Companies Act2013 read with the Companies (Disclosure of particulars in the Report of the Board ofDirectors) Rules 2014 relating to Conservation of Energy Technology absorption andForeign Exchange earnings and outgo is annexed as Annexure ;A" herewithand forming part of this report.
25. RELATED PARTIES TRANSACTION.
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and onan arm's lengthbasis During the year the Company had not entered any contract/arrangement/transactionwith related parties which could be considered material in accordance with the provisionsof Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Accordingly the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.
The Policy on dealing with related party transactions as approved by the Board may beaccessed on the Company 's website at the link: http //www.tttextiles.coin/investor/company-policies/
Your Directors draw attention of the members to Note 32 of the standalone financialstatement which sets out related party disclosures.
26. AUPITORS AND AUDITORS' REPORTS;
a Statutory Auditor;
At the Annual General Meeting held on 13thSeptember 2017 M/s R S Modi & Co. NewDelhi were appointed as Statutory Auditors of the Company to hold the office till theconclusion of 43rdAnnual General Meeting of the Company in 2022 In terms of theprovisions of amended Section 139(1) of the Companies Act 2013 the appointment ofstatutory auditors shall not require ratification at every Annual General Meeting.
Further Statutory Auditor of the Company has submitted Auditor's Report on theAccounts of the Company for the accounting year ended on 31st March 2021 The Auditor'sreport is self-explanatory and requires no comments.
b. Secretarial Auditor
M/s DMK Associates Company Secretary in Practice were appointed as SecretarialAuditors of the Company by the Board of Directors of the Company in their meeting held on10th June 2020 for the financial year 2020-21.
The Secretarial Auditors of the Company have submitted their Report in the Form No.MR-3 as required under Section 204 of the Companies Act. 2013 for the financial year ended31st March 2021 which is annexed herewith as Annexure-C to this Report. Further in termsof Regulation 24A of the Listing Regulations the Secretarial Compliance Report is alsosubmitted.
c Cost Auditor
The Board of Directors has appointed M/s K L. Jaisingh & Co Cost Accountants NewDelhi as the Cost Auditors of the Company to conduct Cost Audit of the Accounts for thefinancial year ended 2021-22 However as per provisions of Section 148 of the CompaniesAct. 2013 read with Companies (Cost Record and Audit) rules 2014 the remuneration to bepaid to the Cost Auditors is subject to ratification by members at the Annual GeneralMeeting. Accordingly the remuneration to be paid to K. L. Jaisingh & Co. CostAccountants New Delhi for the Financial Year 2021-22 is placed for ratification by themembers
Further the cost accounts and records as required to be maintained under Section 148of the Act are duly prepared and maintained by the Company.
27. PARTICULARS OF EMPLOYEES
Information as per Section 134 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in thestatement which forms a part of this report. However as per the provisions of section 136of the Companies Act 2013 the report and accounts are being sent to all shareholders ofthe Company excluding the aforesaid information. Any shareholder interested in obtaining acopy of the particulars may write to the Company's Registered Office
28 INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
29 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every women employee is treated with dignity and respectthe company has in place a formal policy for prevention of sexual harassment at workplaceand the Company has also constituted the Internal Complaint Committee in Compliance withthe requirement of Sexual Harassment of Women at Work Place (Prevention Prohibition &Redressal) Act 2013.
30. SECRETARIAL STANDARDS
The Directors state that applicable secretarial standards have been duly followed bythe Company.
31. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review;-
a. Details relating to deposits covered under Chapter V of the Act
b. Issue of equity shares and differential rights as to dividend voting or otherwise.
c. Issue of Shares (including sweat equity shares) to employees of the Company underany scheme.
d. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
e. Company does not have any subsidiary.
f. There have been no material change(s) and commitment(s) affecting the financialposition of the Company between the end of the financial year of the Company i e March31 2021 and the date of this Report There has been no change in the nature of businessof the Company during the financial year ended on March 31. 2021.
Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future for your Company with confidence.
| ||For and on behalf of the Board |
| ||Dr. RIKHAB C. JAIN |
|Place: New Delhi ||CHAIRMAN |
|Date :30.06.2021 ||DIN No. 01736379 |