TMT (I) Ltd.
|BSE: 522171||Sector: Engineering|
|NSE: TMTINDIA||ISIN Code: INE182E01010|
|BSE 00:00 | 22 Mar||TMT (I) Ltd|
|NSE 05:30 | 01 Jan||TMT (I) Ltd|
|BSE: 522171||Sector: Engineering|
|NSE: TMTINDIA||ISIN Code: INE182E01010|
|BSE 00:00 | 22 Mar||TMT (I) Ltd|
|NSE 05:30 | 01 Jan||TMT (I) Ltd|
Your Directors hereby present the 44th Annual Report together with the Audited Accountsof the Company for the financial year ended 31st March 2021.
1. FINANCIAL SUMMARY OR HIGHLIGHTS:
The financial highlights for the current year in comparison to the previous year are asunder:
During the financial year 2020-21 the Company has reported a total income of Rs.15.30Lakhs as compared to Rs. 33.03 Lakhs in the previous year resulting in a Loss of Rs.367.67Lakhs compared to Loss of Rs. 71Lakhs in the previous year.
2. CHANGE IN NATURE OF BUSNIESS:
There is no change in the nature of business of the Company. However the Company hasbusiness operations in the civil contract worksand the revenue of Rs15.30 Lakhs wasgenerated out of the said business
In view of the accumulated losses your Directors did not recommend any dividend forthe financial year ended 31st March 2021.
4. TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves during the period under review.
5. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR:
In accordance with the provisions of Section 152 of the Companies Act 2013 ShriTumbalam Gooty Veera Prasad Managing Director of the Company retires by rotation andbeing eligible has offered himself for re-appointment.
During the period under report
a) Mr. Venu Krishna Kishore Pasam was appointed as Wholetime Director of the Companyfor a period of 3 years w.e.f 10.06.2020 and the same was approved by the members in the43rd AGM of the Company held on 30th September 2020.
b) Mr Pankaj Kumar Rawat was appointed as Company Secretary and Compliance officer ofthe Company" w.e.f 1st July 2020
Excepting above changes there are no changes in the office of Directors or office ofKey Managerial Persons during the reporting period.
The details of various committees of the Board are given as Annexure - I andforms part of this report.
6. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors and Senior Management personneland fixes their remuneration. The detailed Nomination and Remuneration Policy is displayedon the Company's website viz. www.tmtindia.in.
7. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR:
This Company does not have any Subsidiaries Associates or Joint Ventures.
8. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
9. STATUTORY AUDITORS:
M/s Venugopal & Chenoy Chartered Accountants Hyderabad was appointed as StatutoryAuditors of the Company at the 40th Annual General Meeting to hold the office for a periodof 5 years commencing from the conclusion of 40th Annual General Meeting till theconclusion of 45th Annual General Meeting of the Company subject to ratification at everysubsequent Annual General Meeting of the Company. However ratification of appointment ofStatutory Auditors by the Members at every Annual General Meeting is done away with videnotification dated May 07 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for the ratification of appointment of Auditors inthe 44th Annual General Meeting who were appointed in the 40thAnnual General Meeting.
The Auditors' Report for F.Y. 2020-21 does not contain any qualifications. TheAuditors' Report is enclosed with the Financial Statements in this Annual Report. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany under sub-section (12) of section 143 of the Companies Act 2013 during the yearunder review.
10. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. Sateesh & Associates Chartered Accountants Hyderabad as the Internal Auditorsfor FY 2021-22.
11. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. P. S. Rao & Associates Practicing Company Secretaries to conductSecretarial Audit for the financial year 2020-21. The Secretarial Audit Report pursuantto Section 204(1) of the Companies Act 2013 for the Financial Year ended 31stMarch 2021is given in Annexure II attached hereto and forms part of this Report.
12. ANNUAL RETURN:
Copy of Annual Return of the Company is available on the website of the Company atwww.tmtindia.in
13. MEETINGS OF BOARD OF DIRECTORS
During the Financial year ended 31stMarch2021 Board of Directors met (7) Seven timesand gap between two Board meetings did not exceed 120 days.
10-06-2020 01-07-2020 30-07-2020 04-09-2020 15-09-2020 13-11-2020 13-02-2021
14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149 of the Companies Act 2013.
The details of familiarization programme imparted to independent Directors is availableat www.tmtindia.in
Meeting of Independent Directors
During the year under review the Independent Directors met on 13th February 2021inter alia to discuss:
Evaluation of the performance of Non-Independent Directors and the Board of Directorsas a whole;
Evaluation of the performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors.
Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of Loans Guarantees Security provided and Investments made during theFinancial Year ended March 31 2021 is given in compliance with the provisions of Section186 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 and the same is provided in the notesto financial statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties as specified in section188 (1) of the Act during the financial year 2020-21 except the transactions in theordinary course of business and at arm's-length basis.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating Management your Directors make the following statement andconfirm that:
(i) in the preparation of Annual Accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any there from;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year the lossof the Company for that period
(iii) 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.
(iv) the Directors have prepared the annual accounts on a going concern basis.
(v) the Directors had laid down Internal Financial controls to be followed by theCompany and that such internal financial Controls are adequate and were operatingefficiently.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and Operating effectively.
18. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of theCompany have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
19. RISK MANAGEMENT
The Company has risk management mechanism in place which mitigates the risk atappropriate situations and there are no elements of risk which in the opinion of Board ofDirectors may threaten the existence of the Company.
20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 for reporting thegenuine concerns or grievances or concerns of actual or suspected fraud or violation ofthe Company's code of conduct. The said Mechanism is established for directors andemployees to report their concerns. The policy provides the procedure and other detailsrequired to be known for the purpose of reporting such grievances or concerns.
The details of the Whistle Blower Policy & Vigil Mechanism and other polices of theCompany are posted on the website of the Company www.tmtindia.in.
21. PERFORMANCE EVALUATION:
As mandated under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual performance evaluation of theDirectors individually vis--vis the Board and its committees have been carried out.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgments safeguarding the interest of theCompany and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Directors expressed their satisfaction withthe evaluation process.
22. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
The details regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are given as Annexure -III and forms part ofthis report.
23. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as Annexure-IV to this report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 a report on Management Discussion& Analysis is herewith annexed as Annexure-V to this report.
25. CORPORATE GOVERNANCE:
The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and as such this disclosure is notapplicable.
26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired are used economically.
27. DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY
The Company does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
29. MAINTENANCE OF COST RECORDS:
Company is not required to maintain cost records as specified by the Central Governmentunder subsection (1) of section 148 of the Companies Act 2013.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year:
No. of complaints received: Nil
No. of complaints disposed of: Nil
31. Insider Trading Regulations
The Company has adopted an 'Code of Conduct to Regulate Monitor and Report Trading byInsiders ' ("the Code") in accordance with the SEBI (Prohibition of InsiderTrading) Regulations 2015 (The PIT Regulations).
The Code is applicable to Promoters Member of Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations 2015.
The Company has also formulated 'The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the SEBI(PIT) Amendment Regulations 2018. This Code is displayed on the Company's website viz.www.tmtindia.in
Your directors acknowledge the continued support from regulatory governmentauthorities staff and all the stake holders for their support and cooperation.