TO THE SHAREHOLDERS
Your Directors have pleasure in presenting to you the 77th Annual Report of the Companytogether with the audited accounts for the year ended 31st March 2021:
FINANCIAL HIGHLIGHTS Rs in lakhs
|PARTICULARS ||YEAR ENDED 31.03.2021 ||YEAR ENDED 31.03.2021 ||YEAR ENDED 31.03.2020 |
| ||(Standalone) ||(Consolidated) ||(Consolidated & Standalone) |
|Total Income ||548.45 ||548.45 ||206.88 |
|Less: Administrative & Other Expenses ||430.02 ||514.63 ||175.84 |
|Cash Profit/(Loss) ||118.43 ||33.82 ||31.04 |
|Less: Depreciation ||2.19 ||3.09 ||0.56 |
|Profit/ (Loss) before Tax ||116.24 ||30.73 ||30.48 |
|Less: Provision for Income Tax (Current and Deferred Tax) ||18.00 ||18.89 ||- |
|Profit/ (Loss) after Tax ||98.24 ||11.84 ||30.48 |
|Add: Other Comprehensive Income/(Loss) ||- ||- ||(25.36) |
|Net Profit/(Loss) for the year ||98.24 ||11.84 ||5.12 |
STATE OF COMPANY'S AFFAIRS
The Company during the FY 2020-2021 had started its new trading and manufacturingbusiness of medical products trading and manufacturing of GPS enabled Automatic HeadLight Beam Assist System for vehicles under the brand name of ENSO along with the existingbusiness of setting up and commissioning of Solar Power plants and has recorded a salesturnover of Rs.425.00 lakhs from sale of products inthe FY 2020-2021. With regard toChemical Manufacturing business the production remains suspended in our Tuticorinunitsince April 2012 because of financial constraints and scarcity of raw materials. Themanufacturing activities at the Mettur Unit also remains suspended. For Kalamassery unitthe company had signed an MOU with Godrej Properties Limited for a property DevelopmentProject which could not be implemented due to BIFR/ AAIFR proceedings. The company beingnow out of these proceedings is trying to implement the MOU. Simultaneously the companyis in the process of reviving operations by taking up appropriatenew businessactivitieslike done during the year i.e. healthcare and EdTech. During the currentfinancial year the company incorporated a subsidiary company TCM Healthcare PrivateLimited with 100% shareholding of TCM Ltd which will do business of manufacturing buyingselling importing exporting of
SARS-CoV-2 test kits or otherwise to deal in all types of Medical Devices surgicalmedical dental and scientific equipment instruments and accessories sanitizer maskPPE kit Infrared Temperature equipment apparatus machineries tools their partsfittings components and accessories used in health care treatment diagnosis researchtest cure operation and for saving life of human being disposable medical and surgicalinstruments and consumables and other allied products
CONSOLIDATED FINANCIAL STATEMENTS
According to the provisions of Section 129 of the Companies Act 2013 and Indian
Accounting Standards (Ind AS 110) the consolidated audited financial statements areprovided in the Annual Report. The standalone financial statements of the subsidiarycompanies of TCM Limited as on 31st March 2021 have been displayed at the website of TCMLimited (www.tcmlimited.in).
TCM Limited has two subsidiaries viz.iSpark Learning Solutions Pvt Ltd and TCMHealthcare Private Limited. A Statement containing the salient features of the financialstatement of the Subsidiary in Form AOC-1 is attached to this report as
On 15th July 2021 a subsidiary company viz. TCM Healthcare Private Limited with 100%share holding of TCM Ltd was incorporated which will do business of manufacturing buyingselling importing exporting of SARS-CoV-2 test kits or otherwise to deal in all types ofMedical Devices surgical medical dental and scientific equipment instruments andaccessories sanitizer mask PPE kit Infrared Temperature equipment apparatusmachineries tools their parts fittings components and accessories used in health caretreatment diagnosis research test cure operation and for saving life of human beingdisposable medical and surgical instruments and consumables and other allied products.
The Directors are not in a position to recommend payment of any dividend to the membersfor the year ended 31st March 2021 as the company has carried forward losses to be setoff. The company has been making losses for the past few years and it is not in a positionto pay dividend for the FY 2020-2021.Although the company has to keep it as retainedearnings.earnedprofits
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs.Rani Jose (DIN:00614349) Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment.
Mr. Ramesh Babu (DIN:02382063) Independent Director is due for retirement afterserving two terms in office in the ensuing Annual General Meeting. To replace him the
Board is proposing the appointment of Mr. Gopalakrishnan Mahesh (DIN:0009278577) andMr. Jose Jacob (DIN:0009280526) as the new Independent Directors in respect of whom theCompany has received notices in writing from members proposing their candidature for theoffice of Directors of the Company and necessary recommendations have been received fromthe Nomination and Remuneration Committeeand hereby are proposed to be appointed throughseparate special resolutions as Independent Directors of the Company to hold office for aperiod of 5 years not liable to retire by rotation.
The Board had appointed Mr. Gokul V. Shenoy as the Company Secretary and
Mr. M.P. Mohanan as the Chief Financial Officer of the Company during the previous FY2018-2019 and they continue to hold office for the FY 2020-2021. The Company is incompliance with Section 203 of the Companies Act 2013. The Independent Directors havesubmitted declarations that each of them meets the criteria of independence as provided inSection 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. There has been no change in the circumstances which mayaffect 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 31.03.2021 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 theprofit or loss of the Company for the year ended on that date.
III. They have taken proper and sufficient care for the maintenance of adequateaccounting 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 proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and reviews performed by the management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2020-21.
The shares of the company are listed at the Bombay Stock Exchange. The listing fees hasbeen paid up to Financial Year 2021-2022. The stock code of the Company at BSE is 524156.
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 31.03.2021 in the prescribed format(MGT-9) is annexed (Annexure B). The same shall be available in the website of the Companywww.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 2021.
SECRETARIAL AUDIT REPORT
M/s. JKM Associates Company SecretariesErnakulam were appointed as secretarialauditors of the company and their report in terms of section 204 of the Companies Act2013 is attached. 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
Five 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 Standardsissued by Institute of Company Secretaries of India and notified by the Ministry 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 C.
PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER
No loan was givenor guarantee provided during the year attracting the provisions of S.186 of the Companies Act 2013.The Company has made investments in its Subsidiary Companiesand the details of investments made by the Company are given in the financial stateme nts.
STATEMENT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ANDR&D
Conservation of Energy Technology Absorption is not applicable as the company had noenergy consuming operations during the year.
Foreign Exchange Earnings and Outgo
(Rs. In Lakhs)
|Sr. No. Particulars ||2020-21 ||2019-20 |
|(a) Foreign Exchange Earnings ||26.06 ||- |
|(b) Foreign Exchange Outgo ||10.93 ||- |
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.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review the Company has transferred the following outstandingunclaimed amounts to Investor Education and Protection Fund Authority and filed thenecessary forms with the ROC-
|Sl No Particulars ||Amount |
|1. Matured Deposits ||15000.00 |
|2. Matured Debentures ||60620.00 |
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) Regulations and SEBI (Prohibition ofInsider 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 21) 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 employees
Remuneration received by the Managing director and whole time directors fromsubsidiaries Cases filed or reported pursuant to the Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013 Orders passed byregulators courts or tribunals that impact the going concern status and future operationsof the company CSR activities 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 ||Ramesh Babu |
|Managing Director ||Director |
|[DIN:00585755] ||[DIN:02382063] |
|Place: Ernakulam || |
|Date : 19th August 2021 || |