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T T Ltd.

BSE: 514142 Sector: Industrials
NSE: TTL ISIN Code: INE592B01016
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OPEN 82.30
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VOLUME 907
52-Week high 141.50
52-Week low 65.05
P/E
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 82.30
CLOSE 79.00
VOLUME 907
52-Week high 141.50
52-Week low 65.05
P/E
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

T T Ltd. (TTL) - Director Report

Company director report

Your Directors have pleasure in presenting the 39th (Thirty Ninth) Annual Report of theCompany together with the Audited Accounts for the year ended March 312018.

1 FINANCIAL RESULTS 2017-18 2016-17
(Rs. In lakhs) (Rs. In lakhs)
Sales/ Income from operations 51790.73 69019.90
Profit before interest. Depreciation and Tax 3657.46 4861.65
Financial Charges 2984.61 3260.64
Depreciation 1227.35 1541.32
Provision for Income Tax/ Deferred Tax 919.68 (155.62)
Profit / Loss after Tax (1474.18) 215.31
Balance brought forward from previousyear 281.64 266.33
TOTAL (1192.54) 481.64
Appropriation:
Dividend & Distribution Tax
Transferred to/from General Reserve 200.00
Balance Carried forward (1192.54) 281.64
TOTAL (1192.54) 481.64

2. DIVIDEND

No Dividend recommended by the Board forthe year under review.

3. REVIEW OF OPERATIONS

The troubles continued in the economy with almost 6 months of domestic marketdisturbance due to implementation of GST. Distributors and retailers started de-stockingbefore GST and the slowness continued for a few months post GST. Yarn fabric and garmentswere all badly affected leading to a drastic fall in sales.

The export market got weakened due to Rupee moving from 68 levels to 64 levels makingus uncompetitive. Overall Indian exports for the industry fell by 4%.ln 2017-18.

The Company decided to go in for re-structuring of its textile business portfolio. Itdecided to reduce its dependence on the low margin high beta yarn business and shift moretowards the value added and stable branded garments business.

The Company sold about 50% of its total spinning capacity and decided to install inUttar Pradesh Tamil Nadu and West Bengal garment manufacturing capacity taking advantageof the Central ATUF Incentive Policy and the respective State Government Textile Policies.

All the above factors have lead to a fall in turnover to Rs 500 Crores despite anincrease in garment turnover. The above factors also lead to losses in the first twoquarters though the Company managed to stay in the black in the last two quarters.

The business restructuring has also enabled the Company to reduce its long term debtfrom Rs 186 crores to Rs 151 crores during the year.

We are also happy to announce that the Company received the Award of "MostDesirable 30 Power Brands" which affirms the strength of its brand TT which willspearhead the growth in the coming times.

In nutshell it's a year best forgotten for financials but is a landmark in terms of aclear policy change which has already starting showing small fruits.

4. FUTURE OUTLOOK

As we enter the New Year we start with optimism. The demonetization & GST impact isbygone and GST seems a reality that would improve our competitiveness against the largeunorganized garment segment. We are already seeing positive impact of the same and growthin garments despite a 6 month GST impacted demand.

The INR has depreciated by about 4% from the highs giving us a competitive edge onceagain in exports.

The Company no more carries the baggage of old uncompetitive spinning machinery. Theland and building will be used for value added high margin garments.

The Company is seeing good response to its casual wear range. It has launched its newrange under a new brand -" HiFlyers" which has helped breakfree from theperception of being an innerwear brand.

The Company Exclusive Brand Outlet (EBO) chains by the name of "T T BAZAAR"to build direct connect with the consumer is getting good response. 50 TT Bazaarfranchisee stores are running and many more are in the pipeline. Company proposes to takeit to 200 in the next 12 months.

New garment factory in Gajroula is expected to start sometime during quarter 2 whileKolkata will start in near future. The up gradation of Avinashi factory also should becompleted sometime in quarter Q2.

We therefore start with lot of hope and optimism of achieving new heights and takingthe brand and company to new levels. We are more focused on the value added segment anddomestic sales which will de-risk the business and bring in more stability to turnover andmargins. We are confident of growing our brand in the garment segment and gaining marketshare in the years to come.

We have gone through a bad phase but luckily have emerged stronger and wiser whichwill hold us in good stead in the days to come.

5. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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. The contributions in this regard have been made to theregistered trust which is undertaking these schemes.

The Annual Report on CSR activities is annexed herewith as Annexure B.

6. RISK MANAGEMENT

The Company has a well defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessment andmanagement measures. As such there are no risks which in the opinion of the Boardthreaten the existence of the Company.

The Board of Directors in their meeting held on 11th November 2015 had constitutedRisk Management Committee of the Company. The committee has formulated Risk ManagementPolicy of the Company which has been later on amended on 13th December 2017 andsubsequentlyapproved bythe Board of Directors of the Company.

The Risk Management Policy may be accessed on the Company's website at the link:http://www.ttlimited.co.in Anvestor/companypolicies.

7. 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 Committeeand to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internalcontrol systems in the company. It's compliances with operating systems accountingprocedure and policies at all locations of the Company.

8. 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 reportablematerial weakness in the design or operation was observed.

9. RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financialyear were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made bythe Company with Promoters KeyManagement Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. JyotiJain (holding DIN No. 01736336) retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer herself for reappointment.

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.

During the year there was no change (appointment or cessation) in the office of anyKMP.

11. 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 134(3) (e) andSection 178(3) of Companies Act 2013 read with Regulation 19 of SEBI Listing Regulations(including any statutory modification(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(3) of Companies Act 2013 and recommended the same to Board.

12. BOARD OF DIRECTORS MEETING

During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

13. 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 so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company forthat 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 internalfinancialcontrols to be followed by theCompany and that such internalfinancialcontrols 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 forthe F.Y. 2017-18.

14. BOARD EVALUATION

Pursuant to the provisions of the Company's Act. 2013 and Regulation 17(10) of theListing Agreement 2015 the Board has carried out an evaluation of its own performanceand the performance of the directors individually for the financial year 2017-18 in theBoard Meeting held on 18th May 2018.

Your Directors feel pleasure in informing the members that the performance of the Boardas a whole and its member individually was adjudged satisfactory. Company framed policyand criteria for evaluation of Executive Directors Chairperson and Independent Directorsand have also devised criteria on Board of Directors as whole and individual Committee ofthe board.

15. 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 Corporate Governance Report.

16. 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.

17. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behavior of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.ttlimited.coin

18. AUDIT COMMITTEE DISCLOSURES

Composition

The Audit Committee consists of Shri Navratan Dugar Independent Director Shri V. R.Mehta Independent Director Dr. (Prof.) V. K. Kothari Independent Director Shri M.CMehta Independent Director and Shri Sanjay Kumar Jain Managing Director. Shri NavratanDugar is the Chairman of the Committee and Sh. M C Mehta Independent Director has beenappointed as member of the Audit Committee in its meeting dated 13th December 2017

Mrs. Reetika Mahedra Rathore is Secretary of the Committee. All the recommendationmade by the Audit committee were accepted by the Board.

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 Directors toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the Codes of conduct or policy. The mechanism provides for adequate safeguardagainst victimization of employees and Directors to avail of the mechanism and alsoprovide 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 thelink:_http://www.ttlimited.co.inAnvestor/companypolU:ies

19. PREVENTION OF INSIDERTRADING

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 shall stipulate such formats as the board of directors deemsnecessary for making applications for pre-clearance reporting of trades executedreporting of decisions not to trade after securing pre-clearance recording of reasons forsuch decisions and for reporting level of holdings in securities at such intervals as maybe determined as being necessary to monitor compliance with these regulations. The Boardis responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with thecode.

20. EXTRACT OF ANNUAL RETURN FORTHE FINANCIALYEAR ENDED ON 31ST MARCH 2018

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of Companies (Management and Administration) Rules 2014 for the financial year 2017-18in Form No. MGT-9 has been placed and may be accessed from Company's websitewww.ttllmited.co.inAnvestors/results/reports.

21. NUMBEROF MEETINGS OF THE BOARD

During the Financial Year 2017-184(Four) Board Meetings were held. For details thereofkindly refer to the section Board of Directors in the report of Corporate Governanceforming part of this Annual Report.

22. AUDITORS AND AUDITORS'REPORTS

a. Statutory Auditor:

At the Annual General Meeting held onl3th September 2017 M/s RS Modi&Co. NewDelhi were appointed as Statutory Auditors of the Company to hold the office till theconclusion of 43rd Annual General Meeting of the Company. In terms of the provisions ofamended Section 139(1) of the Companies Act 2013 the appointment of statutory auditorsshall not be for 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 2018. The Auditor'sreport is self explanatory and requires no comments.

b. Secretarial Auditor

M/s DMK Associates Company Secretaries has been appointed as Secretarial Auditors ofthe Company bythe Board of Directors in their meeting held on 18th May 2018 for thefinancial year 2018-19.

The Secretarial Auditors of the Company have submitted their Report in form No. MR- 3as required under Section 204 of the Companies Act 2013 forthe financialyear ended 31stMarch 2018. This Report is self explanatory and requires no comments. The Report formspart of this report as Annexu re-III.

c. Cost Auditor

The Board of Directors has appointed M/s K. L. Jaisingh & Co. Cost AccountantsNew Delhi as the Cost Auditors of the Company to conduct Cost Audit of the Accounts forthe financial year ended 2018-19 However as per provisions of Section 148 of theCompanies Act 2013 read with Companies (Cost Record and Audit) rules 2014 theremuneration to be paid to the Cost Auditors is subject to ratification by members at theensuing Annual General Meeting. Accordingly the remuneration to be paid to K. L. Jaisingh& Co. Cost Accountants New Delhiforthe Financial Year 2018-19 is placed forratification bythe members.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Energy Conservation continues to be an area of major emphasis in our Company. Effortsmade 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 herewith as Annexure"A" andforming part of this report.

24. PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Amendment Rules 2011 are given in the statement which from apart of this report. However as per the provisions of section 136 of the Companies Act2013 the report and accounts are being sent to all shareholders of the Company excludingthe aforesaid information. Any shareholder interested in obtaining a copy of theparticulars may write to the Company's Registered Office.

25. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all level.

26. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements setoutbySEBI.

A separate report on Corporate Governance along with Auditor's Certificate on itscompliance is annexed to this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Agreement 2015 with the stock exchanges is presentedas a separate section forming part of this report.

28. 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 formal policy for prevention of sexual harassment at work placeand the Company has also constituted the Internal Complaint Committee in Compliance withthe requirement of this act.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

29. 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.

30. ACKNOWLEDGEMENT

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 with confidence.

For and on behalf of the Board
Place: New Delhi Sd/
Date: 18.05.2018 Dr. RIKHAB C. JAIN
CHAIRMAN
DIN NO. 01736379