Dear Members,
The Board of Directors ("Board") of TCC Concept Limited ("Company")
with immense pleasure present their report on the business and operations of your Company
for the financial year 2022-23. This Report is being presented along with the audited
financial statements for the year.
• FINANCIAL HIGHLIGHTS
The financial summary for year ended is as follows:
(Rs. In Lakhs)
|
For the current year ended 31st March, 2023 |
For the previous year ended 31st March, 2022 |
Revenue from operations |
120.00 |
0.00 |
Other Income |
4.48 |
12.24 |
Total Income |
124.48 |
12.24 |
Expenditure |
14.96 |
12.31 |
Profit / (Loss) for the year Before Tax |
109.52 |
(0.07) |
Less: Provision for Taxation |
27.86 |
(0.05) |
Net Profit/(Loss) After tax |
81.66 |
(0.02) |
• NUMBER OF MEETINGS OF THE BOARD
During the year, 15 meetings of the Board were held on 25.05.2022, 26.05.2022,
09.08.2022,
28.09.2022, 01.10.2022, 11.11.2022, 02.12.2022, 16.12.2022, 20.12.2022, 01.02.2022,
13.02.2023,
20.02.2023, 22.02.2022, 01.03.2023 and 30.03.2023
• STATE OF COMPANYS AFFAIRS
During the year under review, the Company has achieved turnover of Rs. 120 Lakh as
against no turnover in the previous year. After deducting total expenditure aggregating to
Rs. 14.96 Lakh, the Company has earned profit after tax of Rs. 81.66 Lakh as against loss
of Rs. 0.02 Lakh of the previous year.
• THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet
and Notes to Balance Sheet as part of Financial Statements.
• MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate
on the date of this report.
• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments under the provisions of section 186 of the
Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of
Financial Statements.
• STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
The Company does not have any Risk Management Policy as the elements of risk
threatening the Companys existence are very minimal.
• CHANGE IN THE NATURE OF BUSINESS
In the FY 2022-23, the Company has changed its object clause, the new object of the
Company is as follows:
1. To carry on business of rendering real estate services, real estate broker and agent
including but not limited to searching and identifying all type of properties namely
commercial as well as residential as per the requirements of the client(s)/ customer(s)
and also develop, license, offer on subscription basis technologies to facilitate /
perform real estate services and
2. To carry on business of lead generation, appraisal of properties and asset hiring
and renting on lease or commission basis including but not limited to leasing and
subleasing of commercial and residential properties/ unit(s), IT park, furniture and
fixtures, etc.
• DIRECTORS AND KEY MANAGERIAL PERSON
Following changes took place on the board of the company during the year:
Sr. No. Name |
Designation |
Appointment/Cessation/ Change in Designation |
Date |
1 Ms. Anita Ramchandani |
Company Secretary |
Cessation |
01-10-2022 |
2 Mr. Umesh Kumar Sahay |
Additional Director |
Appointment |
02-12-2022 |
3 Mr. Anish Shah |
Managing Director |
Cessation |
16-12-2022 |
4 Mr. Keyur Parikh |
Director |
Cessation |
16-12-2022 |
5 Mr. Nitin Lilachandbhai Bhavsar |
CFO |
Cessation |
16-12-2022 |
6 Ms. Aashini Shah |
Director |
Cessation |
16-12-2022 |
7 Mr. Umesh Kumar Sahay |
Managing Director |
Change in Designation |
16-12-2022 |
8 Mr. Abhishek Narbaria |
Additional Director |
Appointment |
16-12-2022 |
9 Mr. Nikhil Dilipbhai Bhuta |
Additional director |
Appointment |
16-12-2022 |
10 Ms. Gayathri Srinivasan Iyer |
Additional Director |
Appointment |
16-12-2022 |
11 Mr. Rajesh Chandrakant Vaishnav |
Additional Director |
Appointment |
16-12-2022 |
12 Ms. Divya Reejwani |
Company Secretary |
Appointment |
20-12-2022 |
• DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Auditors has not reported any frauds under sub-section (12) of section 143 other
than those which are reportable to the central government.
• DEPOSITS
The company has not accepted any deposit during the financial year.
• SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
During the year, no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and companys operations in future.
• ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal financial controls to ensure
that all assets are safeguarded and protected against loss from unauthorized use or
disposition, and that transactions are authorized, recorded, and reported correctly. The
internal control system is supplemented by extensive programme of audit, review by
management, and documented policies, guidelines and procedures.
• INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
• THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No application made or no any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year.
• DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure is not applicable on the Company.
• RELATED PARTY TRANSACTIONS
The Company has not entered into any related party transaction as provided in
sub-section (1) of section 188 of the Companies Act, 2013 which is not in its ordinary
course of business or not on arms length
basis. Hence, in accordance of proviso four of sub-section (1) of section 188 of the
Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not
applicable for the financial year.
• DIVIDEND
The Board regrets to declare any dividend.
• WEB ADDRESS
The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies
Act, 2013 is placed on website of the Company. The web-link of the Annual Return is
www.aaswatrading.in
• PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 during the year.
| Sl. No. Name |
Designati on |
Remunerati on |
Nature of employme nt, whether contractual or otherwise |
qualificatio ns and experience of the employee |
date of comme ncement |
percen tage of equity shares held |
relative of any director or manage r |
| 1 Ms. Anita Ramchan dani |
Company Secretary |
2,63,266 |
Regular |
CS |
20-01 2022 |
Nil |
No |
| 2 Mr. Nitin Lilachand bhai Bhavsar |
CFO |
1,22,765 |
Regular |
Graduate |
01-02 2015 |
Nil |
No |
| 3 Ms. Divya Reejwani |
Company Secretary |
67,942 |
Regular |
FCS, LL.B, M.Com |
20-12 2022 |
Nil |
No |
• PARTICULARS OF REMUNERATION
Details pertaining to remuneration as required under section 197(12) of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014: The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2022-23, ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the financial year 2022-23 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under:
Sr. No. Name of Director/ KMP and Designation |
Remuneration of Director/ KMP for financial year 2022-23 |
% Increase/ (Decrease) in Remuneration in the Financial Year 2022-23 |
Ratio of remuneration of each Director/ to median remuneration of
employees |
1 Ms. Anita Ramchandani |
2,63,266 |
0% |
NA |
2 Mr. Nitin Lilachandbhai Bhavsar |
1,22,765 |
0% |
NA |
3 Ms. Divya Reejwani |
67,942 |
NA |
NA |
(a) The median remuneration of employees of the Company during the financial year was
Rs. 25,839 per month or Rs. 3,10,068 per year, calculated on the basis of monthly salary,
as employees worked for part of the year.
(b) In the financial year, there was no increase in the median remuneration of
employees;
(c) There were one permanent employees on the rolls of Company as on March 31, 2023;
(d) In the Financial year, no increment made in the salaries of employees including
managerial personnel. Hence, the comparison between percentile increase in the managerial
remuneration and percentile increase in the salaries of employees and their justification
is not applicable.
• EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT
The Statutory Auditor has not made any qualification, reservation or adverse remark or
disclaimer in its report.
• EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL
AUDIT REPORT
The Secretarial Auditor has not made any qualification, reservation or adverse remark
or disclaimer in its report. The Secretarial Audit report is annexed herewith as
Annexure-1 to the Report.
• DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director under
sub-section (7) of section 149 of the Companies Act, 2013 that they meets the criteria of
independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.
• POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy on directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of section 178 is available on web-link
www.aaswatrading.in
• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Consider the business activities of the Company the requirement relating to providing
the particulars relating to conservation of energy and technology absorption stipulated in
Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of
the Companies Act, 2013 is not applicable. Particulars of foreign currency earnings and
outgo during the year: Nil
• DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
• SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiaries, Joint Venture and Associate Companies during financial
year 2022-23.
• OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INDEPENDENT DIRECTOR
In the opinion of the Board all the Independent Directors including Independent
Directors appointed during the year, if any, are person of integrity and has expertise and
experience in relevant field. Further, all the independent directors has cleared
proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.
• ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of
performance of the board, its committees and individual directors. The result of the
evaluation is satisfactory and adequate and meets the requirement of the Company.
• MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
• DISCLOSURE ON AUDIT COMMITTEE
Composition of Audit Committee under section 177 of the Companies Act, 2013 is as
follows:
Sr. No Name |
Designation |
1 Ms. Gayathri Shrinivasan Iyer |
Chairperson |
2 Mr. Nikhil Dilipbhai Bhuta |
Member |
3 Mr. Rajesh Chandrakant Vaishnav |
Member |
• DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of sub-section (5) of section 134 of the Companies
Act, 2013 the Board hereby state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
counting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
• CORPORATE GOVERNANCE REPORT
Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 does not apply to your Company as on 31st March, 2023 and
hence provisions relating to report on corporate governance are not applicable.
• COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER
Compliance Certificate by the Chief Executive Officer and the Chief Financial Officer
pursuant to regulation 17(8) and Part B of Schedule II of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply
to your Company as on 31st March, 2023.
• DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT
The Company has received confirmations from all the Board of Directors as well as
Senior Management. Executives regarding compliance of the Code of Conduct during the year
under review. A declaration by the Managing Director affirming compliance of Board Members
and Senior Management Personnel to the Code is attached to this report as Annexure-2.
• COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY
Compliance Certificate regarding compliance of conditions of Corporate Governance by
the Auditors or Practicing Company Secretary pursuant to Part E of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 does not apply to your Company as on 31st March, 2023.
• MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is attached to this report as Annexure-3.
On behalf of the Board of Directors For TCC Concept Limited
Umesh Kumar Sahay DIN:01733060
Chairman and Manging Director
Date: September 5, 2023 Place: Pune
+91-9892691696
