Your Directors have pleasure in presenting to you the 75th Annual Report ofthe Company together with the audited accounts for the year ended 31st March2019:
Rs in lakhs
| || |
|PARTICULARS ||31.03.2019 ||31.03.2018 |
|Sales- gross ||39.61 ||- |
|Other income ||4.18 ||23.06 |
|Total Income ||43.79 ||23.06 |
|Employee Cost ||22.79 ||3.96 |
|Financial Cost ||- ||- |
|Depreciation ||0.39 ||0.08 |
|Net Loss ||94.80 ||74.87 |
STATE OF COMPANY'S AFFAIRS
The Company has started its new trading business and the business of setting up andcommissioning of Solar Power plants and has recorded a sales turnover of Rs.39.61 lakhsfor this financial year. With production remains suspended in our Tuticorin unit sinceApril 2012 because of financial constraints and scarcity of raw materials. Themanufacturing activities at the
Mettur Unit also remains suspended.
For Kalamassery unit the company had signed an MOU with Godrej Properties Limited fora property Development Project which could not be implemented due to BIFR/ AAIFRproceedings. The company being now out of these proceedings is trying to implement theMOU. Simultaneously the company is in the process of reviving operations by taking upappropriate new business activity at the earliest.
Due to loss sustained by the Company the Directors are not in a position to recommendpayment of any dividend to the members for the year ended 31st March 2019.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs.Rani Jose director retires by rotation at the ensuing Annual GeneralMeeting and being eligible has offered herself for re-appointment. Mrs. Shyama P.Menon Executive Director resigned from the board due to personal reasons on 10th December2018.
The Board appointed Mr. Gokul V. Shenoy as the Company Secretary of the Company witheffect from 01st December 2018 and Mr. M.P. Mohanan as the Chief Financial
Officer of the Company with effect from 27th March 2019 as Key Managerial Personnel
(KMPs) during the year. The Company is in compliance with Section 203 of the CompaniesAct 2013. The Independent Directors have submitted declarations that each of them meetsthe criteria of independence as provided in Section 149(6) of the Act along with Rulesframed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. There has been nochange in the circumstances which may affect their status of independence.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors on the basis of inputs from all the directors oncriteria such as Board composition and structure meeting procedures and functioning etc.A meeting of independent Directors evaluated the performance of non-independentdirectors the board as a whole. The Board expressed its satisfaction of the evaluationprocess and outcome.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to theirbest of their knowledge and ability confirm that:
I. In preparing the Annual Accounts for the year ended 31.03.2019 the applicableaccounting standards have been followed and there are no material departures from thesame. II. They have selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofitor loss of the Company for the year ended on that date.
III. They have taken proper and sufficient care for the maintenance of adequate
14 accounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
IV. They have prepared the accounts on a going concern basis.
V. They have laid down internal financial controls to be followed by the company andthat such controls are adequate and operating effectively and VI. They have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively. established Basedontheframeworkofinternaland maintained by the Company work performed by the internal statutory and secretarialauditors and external consultants and reviews performed by the management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financialcontrols were adequate and effective during the financial year2018-19.
The shares of the company are listed at the Bombay Stock Exchange. The listing fees hasbeen paid up to Financial Year 2019-2020. The stock code of the Company at BSE is524156.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS
Though the corporate governance regulations (17 to 27 and 46) of the SEBI ListingRegulations 2015 are not mandatory to the company it has substantially complied with mostof the corporate governance regulations and the report on corporate governance is annexedtogether with management discussion and analysis.
EXTRACT OF ANNUAL RETURN
The extract of annual return for the year ended 31.03.2019 in the prescribed format(MGT-9) is annexed. The same shall be available in the website of the Company www.tcmlimited.in.
AUDITORS AND AUDIT REPORT
Mr. Saghesh Kumar K A Chartered Accountant who was appointed in the AGM held in 2017for a continuous period of 5 years is to continue in office. The Audit Report for the yeardoes not contain any qualification or adverse remarks or disclaimers on the
Financial Statements of the Company for the Financial Year ended 31st March 2019.
SECRETARIAL AUDIT REPORT
M/s. K P Thomas & Co. Company Secretaries were appointed as secretarial auditorsof the company and their report in terms of section 204 of the Companies Act 2013 isattached. Their report for the year does not contain any qualifications.
The composition and details of meetings of the audit committee are included in thecorporate governance report. There was no recommendation of the audit committee that wasnot accepted by the board.
MEETING OF THE BOARD
Ten meetings of the board were held during the year. Details are included in thecorporate governance report.
The Company has complied with all the provisions of applicable Secretarial
Standards issued by Institute of Company Secretaries of India and notified by theMinistry of Corporate Affairs Government of India.
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
As required under Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given as Annexure B
PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186
No loan was given investments made or guarantee provided during the year attractingthe provisions of S. 186 of the Companies Act 2013.
STATEMENT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ANDR&D
Not applicable as the company had no energy consuming operations or foreign exchangetransaction during the year.
CONTRACTS ARRANGEMENTS WITH RELATED PARTIES
There was no contract or arrangement with related parties during the year except theinterest free unsecured loan from a director.
Your Company understands that controlling risks through a formal program is a necessarycomponent and an integral cornerstone of Corporate Governance. The policy outlines theframework for identification measurement evaluation monitoring and mitigation ofvarious risks. The Management has reviewed the Risk Management framework of the Company.
Your Company has put in place a vigil mechanism to enable all stake holders to reporttheir concerns regarding statutory/legal violations if any by the company. The detailsare available on the company's website. No such concerns were reported during the yearunder report.
PREVENTION OF INSIDER TRADING
Your Company has a Code of Conduct for Prevention of Insider Trading in line with SEBI(Prevention of Insider Trading) Regulations 2015. The Code has been communicated to allthe employees at the time of orientation and adhered to by the Board of Directors seniormanagement personnel and the other persons covered under the code. The Company followsclosure of Trading Window prior to publication of price sensitive information. The Companyhas adopted Fair Practices Code (FPC) as per the regulations. The Code of Conduct forInsider Trading Regulation and the Fair Practice Code were amended to make it in line withthe amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulationsand SEBI (Prohibition of Insider Trading) Regulations.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR AND REPORT DATE
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year (FY 19) of the Company to which theFinancial Statements relate and the date of this report.
DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE
Details of deposits Issue of equity shares with differential rights/ to employeesRemuneration received by the Managing director and whole time directors from subsidiariesCases filed or reported pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 Orders passed by regulators courts ortribunals that impact the going concern status and future operations of the company CSRactivities Changes in subsidiaries and changes in nature of business.
Your Directors wish to place on record their gratitude to companies Customers fortheir continued patronage and concerned Banks for their guidance and co-operation. TheDirectors also wish to place on record its appreciation for the co-operation extended byall ranks of employees and trade unions.
The Directors thank the Shareholders for the continued confidence and trust placed bythem in the Company.
|By order of ||the Board |
|For TCM LIMITED |
|Joseph Varghese ||George Varghese |
|Managing Director ||Director |
|[DIN:00585755] ||[DIN:01100001] |
|Place: Ernakulam || |
|Date : 12th August 2019 || |