n2n technologies ltd share price share price Management discussions

1. Details of Director retiring or being re-appointed at the ensuing AGM is furnished in the Notice convening the AGM of the shareholders along with their brief profile.

2. None of the Directors on the Board holds directorship in more than 20 companies or more than 10 public companies whether listed or not. Necessary disclosures regarding directorship positions in other companies as on March 31, 2023 has been provided by the Directors.

27 3. None of the Directors of the Company are holding position of Independent Director in more than seven listed companies.

4. None of the Directors on the Board is a member of more than 10 Committees or Chairman of more than 5 Committees pursuant to Regulation 26 of the SEBI Listing Regulations across all the public companies, whether listed or not, in which he is a director. Necessary disclosures regarding positions in Committees in other companies as on March 31, 2023 have been made by the Directors.

Regular Board Meetings are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board Meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board Meetings are held at the registered office of the Company. The gap between any two meetings have not exceeded 120 days as per the requirements of Regulation 17(2) of the SEBI Listing Regulations and provisions of the Act.

During the year under review, eight (8) Board Meetings were held on the following dates: April 15, 2022, May 30, 2022, August 10, 2022, September 01, 2022, November 10, 2022, January 25, 2023, February 10, 2023 and March 10, 2023. The meetings were convened and conducted as per the provisions of the Act, SEBI Listing Regulations, Secretarial Standards on Meetings of the Board of Directors and necessary quorum was present for all the above-mentioned meetings.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

As required under Regulation 25(3) of the SEBI Listing Regulations,a separate meeting of the Independent Directors was held on February 10, 2023, where only the Independent Directors of the Company i.e., Mrs. Shobhaa Sankaranarayanan and Mr. Arun Kumar Bafna were present.

The Board comprises of qualified members who possess the required skills, expertise, and competencies that allows them to make effective contributions to the Board and its Committees. The following skills / expertise / competencies have been identified for the effective functioning of the Board and a matrix showing skills available with Board is mentioned below.

Mr. Tatia Jain Pannalal Sampathlal, Non-Executive Non-Independent Director, is the father of Mr. S.P. Bharat Jain Tatia, Chairman and Managing Director. None of the other Directors are related to each other.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI Listing Regulations and the Act and are independent of the Management.

The Chairman and Managing Director declares that the Members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel during the financial year 2022-23.

The details of familiarization programmes imparted to the Independent Directors during the financial year 2022-23 is available on the website of the Company and can be accessed at https://www.tatia.co.in/pdf/policies/FAMILIARIZATION%20PROGRAMME%20FO R%20INDEPENDENT%20DIRECTORS.pdf.

During the yearunder review , no Independent Director has resigned from the Company. j

The Senior Management of your Company comprises of Ms. Niharika Goyal, Company Secretary and Compliance Officer, and Ms. Namrata Parekh, Chief Financial Officer. There has been no change in the Senior Management of the Company during the FY 2022-23.

3. BOARD COMMITTEES

Your Company has three Board level Committees. A) Audit Committee; B) Nomination and Remuneration Committee; C) Stakeholders Relationship Committee.

The composition of various Committees of the Board of Directors is available on the website of the Company at www.tatia.co.in and weblink for the same is https://www.tatia.co.in/files/committee.php. The Board Committees play a crucial role in the governance structure of your Company and have been constituted to deal with specific areas of concern for the Company whichneed a closer review. The Board is responsible for constituting, assigning, co-opting, and fixing the terms of reference of various Committees. Each of the said Committee has been mandated to operate within a given framework decided by the Board. Details on the role and composition of these Committees including the number of meetings held during the financial year 2022-23 and the related attendance are provided below.

4. AUDIT COMMITTEE

As a measure of good Corporate Governance and to assist the Board of Directors in fulfilling the Boards responsibilities, an Audit Committee has been constituted consisting majorly of Independent Directors. The primary objective of the Audit Committee is to exercise effective control and supervision over the financial reporting in order to ensure accurate, timely and proper disclosure of the financials of the Company. The power, roles, and functions of the Audit Committee cover the areas contemplated under Regulation 18 of the SEBI Listing Regulations and Section 177 of the Act.

The Committee consists of three Directors out of which two are Independent Directors. The Chairperson of the Committee is also an Independent Director. The Company Secretary acts as a Secretary to the Committee. The Statutory Auditor and Internal Auditor of the Company are invited in meeting of the Audit Committee. The Chief Financial Officer of the Company is the regular invitee of the meeting.

All the Members of the Audit Committee are financially literate and possess the requisite financial/business acumen to specifically look into the internal controls and audit procedures. The Committee undertakes periodic discussions with the Statutory Auditors, for the purpose of financial statements of your Company. Also, quarterly / half-yearly / annual financial results (audited and unaudited) are reviewed by the Audit Committee before consideration and approval by the Board of Directors.

The composition of the Audit Committee and attendance of its Members during the financial year 2022-23 is as follows:

b) Meetingsof Audit Committee Chairman and Managing Director During the financial year 2022-23, seven (7) meetings of the Audit Committee were held with necessary quorum on April 15, 2022, May 30, 2022, August 10, 2022, September 01, 2022, November 10, 2022, January 25, 2023, February 10, 2023. The maximum gap between any two consecutive meetings was less than one hundred and twenty days.

As per Regulation 18(3) read with Part C of Schedule II of the SEBI Listing Regulations and Section 177 of the Act, the Audit Committee has been entrusted with the following responsibilities: ? oversight of the financial reporting process and the disclosure of the financial information to ensure that the financial statements are correct, sufficient, and credible; ? recommendation for appointment, remuneration, and terms of appointment of auditors of the Company; ? approval for payment to statutory auditors for any other services rendered by them; ? reviewing, with the management, the following: a. the annual financial statements and auditors report thereon before submission to the Board for approval; b. the quarterly financial statements before its submission to the Board for approval; c. performance of statutory and internal auditors, and adequacy of internal control systems; d. matters required to be included in the Directors Responsibility Statement be included in the Boards Report in terms of clause (c) of sub-section (3) of Section 134 of the Act; e. changes, if any, in accounting policies and practices and reasons for the same; f. major accounting entries involving estimates based on the exercise of judgment by the Management; g. significant adjustments made in the financial statements arising out of the audit findings; h. compliance with listing and other legal requirements relating to financial statements; i. disclosure of any related party transactions; j. modified opinion(s) in the draft audit report, if any;

k. the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice, and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

? reviewing and monitoring the auditors independence and performance, and effectiveness of the audit process; ? approval or any subsequent modification of transactions of the Company with the related parties; ? scrutiny of inter-corporate loans and investments; ? valuation of the undertakings or assets of the Company; ? evaluation of internal financial controls and risk management systems; ? reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official head of the department, reporting structure coverage and frequency of internal audit; ? discussion with internal auditors of any significant findings and follow up thereon; ? reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the Board; ? discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; ? to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends), and creditors; ? to review the functioning of the vigil mechanism / whistle blower policy; ? approval for appointment of Chief Financial Officer after assessing the qualifications, experience, and background of the proposed candidate; ? review of investments made by the unlisted subsidiary of the Company; ? reviewing the utilisation of loans and/or advances from / investment by the Holding Company in the Subsidiary exceeding 100 Crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments; ? consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; ? such other role/functions as may be specifically referred to the Committee by the Board of Directors and/or other committees of Directors of the Company and specified in the SEBI Listing Regulations. d) Financial Statements of Subsidiary Companies

The Company has 6 (six) unlisted subsidiaries incorporated in India but no such subsidiary qualifies to be called as an unlisted material subsidiary according to Regulation 24 of the SEBI Listing Regulations.

The Audit Committee reviews the financial statements of all the subsidiaries of the Company. Along with financial statements, any significant issues including significant transactions or agreements pertaining to any subsidiary, are also reviewed by the Audit Committee in its meetings. In order to raise funds and invest them in better projects and diversify the business, the Management of your Company decided to monetize the assets held as land inventory in the subsidiary companies or sell or transfer or dispose-off assets or part or all of the Subsidiary and shareholding of the Company in the Subsidiary (in one or more tranches), which results (or could result) in the shareholding of the Company in the Subsidiary be less than fifty percent (50%). The main aim behind such decision was the better prospects in future for our Company and its stakeholders. The said transaction was approved by the Board of Directors, in its meeting held on August 31, 2021 and Members approval was taken in the 27^th AGM held on September 30, 2021. But due to time constraint and ongoing negotiations with the buyer, the said transaction could not be completed during the financial year 2022-23 and the Management is seeking necessary steps to complete the transaction during the financial year 2023-24.

5. NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination and Remuneration Committee constituted pursuant to the provisions of Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations and Section 178 of the Act. a) Composition of the Nomination and Remuneration Committee

The present Nomination and Remuneration Committee comprises of two Non-Executive Independent Directors viz. Mr. Arun Kumar Bafna, Mrs. Shobhaa Sankaranarayanan and one Non-Executive Non-Independent Director viz Mr. Tatia Jain Pannalal Sampathlal. Mrs. Shobhaa Sankaranarayanan, Non-Executive Independent Director, acts as the Chairperson of the Committee. b) Meetings of Nomination and Remuneration Committee and attendance of Members during the year

During the financial year 2022-23, the Nomination and Remuneration Committee met twice on April 15, 2022 and September 01, 2022 respectively and all the Members participated in both the meetings.

The powers, role, and terms of reference of the Nomination and Remuneration Committee (NRC) covers the areas as contemplated under Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, besides other terms as referred by the Board. It has been entrusted with the responsibilities to review and grant annual increments, vary and/or modify the terms and conditions of appointment/re-appointment including remuneration and perquisites, commission, etc. payable to Directors within the overall ceiling of remuneration.

The terms of reference of the Nomination and Remuneration Committee includes the following: ? formulation of the criteria for determining qualifications, positive attributes, and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees; ? for every appointment Independentof an Director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates.

? formulation of criteria for evaluation of the performance of Independent Directors and the Board of Directors; ? devising a policy on diversity of Board of Directors; ? identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal; ? whether to extend or continue the terms of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; ? to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality which are required to run the Company successfully; ? to see that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; ? to make sure that the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

? recommend to the Board, all remuneration, in whatever form, payable to Senior Management; ? such other role/functions as may be specifically referred to the Committee by the Board of Directors and/or other Committees of Directors of the Company and/or mentioned in the SEBI Listing Regulations.

d) Performance evaluation criteria

In terms of the requirement with the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee has formulated a criterion for evaluation of the performance of Board, Individual Directors, Chairman, and Board Committees. The criteria cover the areas relevant to the functioning of the Board and its Committees such as its composition, structure, oversight, effectiveness, performance, skill set, knowledge, strategy, and risk management. The individual Directors, particularly the Independent Directors, were evaluated on the parameters such as integrity, participation, skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, etc.

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee oversees and monitor, inter alia, transfer/transmission of securities, investors grievances such as complaints on the transfer of shares, non-receipt of the balance sheet, non-receipt of declared dividends, dematerialization/rematerialisation, etc. and redressal thereof within the purview of the guidelines set out in the SEBI Listing Regulations.

The Committee also look into the matters of issue of duplicate share certificates, approval/rejection of application for re-materialization, subdivision, consolidation, transposition, and thereupon issue of share certificates to the shareholders, etc.

The roles and responsibilities of the said Committee as prescribed under the Act and SEBI Listing Regulations are mentioned under the terms of reference of the Committee. a) Constitution and Composition of the Committee

The present Stakeholders Relationship Committee comprises of three Non-Executive Directors viz. Mr. Arun Kumar Bafna, Mrs. Shobhaa Sankaranarayanan and Mr. Tatia Jain Pannalal Sampathlal. Mr. Arun Kumar Bafna, Non-Executive Independent Director, acts as the Chairman of the Committee. Pursuant to Regulation 6 of the SEBI Listing Regulations, Ms. Niharika Goyal, Company Secretary, acts as the Compliance Officer of the Company and Secretary to the Committee.

This Committee has been entrusted with the following role and responsibilities:

? resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of the annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc; ? review of measures taken for the effective exercise of voting rights by shareholders; ? review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent (RTA); ? review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the Shareholders of the Company; ? looking into the redressal of shareholders and investors complaints and other areas of investor services.

? such other role/functions as may be specifically referred to the Committee by the Board of Directors and/or other Committees of Directors of the Company and/or mentioned in the SEBI Listing Regulations. c) Number of Shareholders complaints during theFY 2022-23

During the financial year 2022-23, one (1) meeting of the Stakeholders Relationship Committee was held on August 10, 2022 and attendance of Members is given below.

7. GENERAL BODY MEETINGS a) Details of last three Annual General Meetings of the Company

During the financial year, no special resolution was passed through the postal ballot. As on date of this report, your Company does not propose to pass any special resolution for the time being by way of postal ballot.

During the FY 2022-23, the Company has conducted postal ballot e-Voting process for taking approval of Members for appointment of M/s. Darpan & Associates, Chartered Accountants having FRN 016156S, to fill the casual vacancy caused due to the resignation of M/s. J.V. Ramanujam & Co., Chartered Accountants. The said approval via Ordinary Resolution was deemed to be passed on the last date of e-Voting i.e. April 12, 2023.

The postal ballot is conducted in accordance with the provisions contained in Section 110 and any other applicable provisions, if any, of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014. The shareholders are provided the facility to vote either by physical ballot or through e-Voting. The postal ballot notice is sent to the shareholders as per the permitted mode wherever applicable. The Company also publishes a notice in the newspapers in accordance with the requirements under the Act. Shareholders holding equity shares as on the cut-off date may cast their votes through e-Voting or through postal ballot form during the voting period decided for the said purpose.

After completion of scrutiny of votes, the Scrutinizer submits his report to the Chairman and the results of voting by postal ballot are announced within 48 hours of the conclusion of the voting period. The results are displayed on the website of the Company and communicated to the Stock Exchanges, Depositories and RTA. The resolutions, if passed by the requisite majority, are deemed to have been passed on the last date specified for receipt of duly completed postal ballot forms or e-Voting.

However, during FY 2022-23, the Company has not sent the physical Ballot paper forms due to relaxation provided by Ministry of Corporate Affairs. Your Company has followed the aforesaid procedure stipulated in the Companies Act, 2013 and has carried out Postal Ballot for the item mentioned above.

Mrs. Lakshmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, was appointed as the scrutinizer for conducting the postal ballots through remote e-voting process in accordance with the applicable provision of the Act and Listing Regulations, results of which was declared on April 12, 2023.

8. REMUNERATION OFDIRECTORS

* S.P. Bharat Jain Tatia, Managing Director, has foregone his salary for the FY 2022-23.

1. No other performance-linked incentives or any other fees are paid to any of the Directors.

2. The Company has not entered into any Service Contract with the Directors, except agreement with Mr. S.P. Bharat Jain Tatia who acts as the Managing Director of the Company.

3. The notice period of Executive Directors of the Company is three months. Further, there is no notice period for Independent Directors of the Company.

4. The Company does not pay any severance fees to any of the Directors.

5. The Independent Directors shall not be entitled to participate in the Stock Option scheme, if any introduced by the Company.

9. MEANS OF COMMUNICATION

As per Regulation 33 of the SEBI Listing Regulations, the Board of Directors of the Company approves and takes on record the financial results in the proforma prescribed by the SEBI within the statutory period and announces forthwith the results to the stock exchange where the shares of the Company are listed and also publishes the financial results in the Newspapers viz. Trinity Mirror (English) and Makkal Kural (Tamil).

The quarterly / annual financial results are also available at the website of the Company at www.tatia.co.in and Stock Exchange website at www.bseindia.com. Official press/news releases and presentations on investor call made by the Company from time to time and presentations made to investors and analysts are displayed on the Companys website. All material information about the Company is promptly sent to the Stock Exchange where shares are listed and also to the media and the investor community.

Tatia Global Vennture Limited

New No. 29, Old No.12, Mookathal Street, II Floor, Purasawalkam, Chennai – 600 007, Tamil Nadu, India.

Tel: 044-48676774

E-mail: tatiainfo@gmail.com b) Annual GeneralMeeting

The 29^th Annual General Meeting of the Company shall be held on September 27, 2023, Wednesday at 11:00 AM through Video Conference / Other Audio-Visual Means in accordance with Ministry of Corporate Affairs ("MCA") and SEBI circulars. c) Financial calendar(proposed) for the financial year 2023-24

The trading restriction shall be made applicable from the end of every quarter till 48 hours after the declaration of financial results or as may be deem fit to the Compliance Officer.

Your Company has not declared any dividend so far.

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) having address at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The annual listing fees for the financial year 2023-24 have been duly paid to the aforesaid stock exchange.

BSE Stock Code: 521228 ISIN: INE083G01031

Purva Sharegistery (India) Private Limited

No. 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel, Mumbai, Maharashtra - 400 011, India Ph: 022-49614132 / 022-31998810 Email: support@purvashare.com Website: www.purvashare.com

Trading in shares of the Company is permitted only in dematerialized form. As of March 31, 2023, 83.94% equity shares of the Company are in dematerialised form.

Not Applicable

k) Commodity price risk or foreign exchange risk and hedging activities

Not Applicable

l) Credit Rating

Not Applicable

The Company does not have any plant location.

During the financial year 2022-23, the shares of the Company were not suspended from trading on the stock exchange.

Secretarial Department Tatia Global Vennture Limited

New No. 29, Old No. 12, Mookathal Street, II Floor, Purasawalkam, Chennai – 600 007, Tamil Nadu, India.

Phone No: 044-48676774,

E-mail: cs@tatia.co.in/ tatiainfo@gmail.com

SEBI toll-free helpline for investors: 1800 22 7575 or 1800 266 7575 (available on all days from 9:00 a.m. to 6:00 p.m. excluding declared holidays). SEBI investors contact for feedback and assistance: 022-26449000, e-mail: sebi@sebi.gov.in r) Distribution of shareholding

SEBI has mandated that effective April 01, 2019, no shares can be transferred in physical mode. Hence, the Company has stopped accepting any fresh lodgement of transfer of shares in physical form. The Company had sent communication to the shareholders encouraging them to dematerialise their holding in the Company. The communication, inter alia, contained procedure for getting the shares dematerialised. Shareholders holding shares in physical form are advised to avail the facility of dematerialisation.

During the year, the Company had obtained, on yearly basis, a certificate from a Company Secretary in Practice, certifying the requirement of under Regulation 40(9) of the SEBI Listing Regulations and filed a copy of the said certificate with the Stock Exchanges.

Request for issue of duplicate securities certificate, claim from Unclaimed Suspense Account, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/folios, transmission, transposition, transmission of shares pursuant to SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and dematerialization of shares will continue to be accepted. Trading in equity shares of the Company is permitted only in dematerialized form. Transfer of dematerialized shares is done through the depositories with no involvement of the Company.

The Company has adopted the following discretionary requirements given under Part E of Schedule II of the SEBI Listing Regulations.

The Company is in the regime of financial statements with unmodified audit opinion.

The internal auditor reports directly to the Audit Committee.

Financial Performance are published in newspapers, uploaded on the Companys website www.tatia.co.in and submitted to the Stock Exchange i.e. the BSE Limited, instead of sending to each household of the shareholders. Further, all significant events are also disclosed to the Stock Exchange and published on the website of the Company, instead of sending to each household of the shareholders.

There were no materially significant related party transactions made by the Company that may have potential conflict with the interests of the Company at large. Attention of the members is drawn to the disclosures of transactions with related parties set out in Note No. 23 of the Standalone Financial Statements forming part of the Annual Report

The Company has adopted Vigil Mechanism / Whistle Blower Policy that covers our Directors and Employees. The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The employees are free to report violations of applicable laws and regulations and the Code of Conduct.

The mechanism provides for adequate safeguards against victimization of Directors and Employees and also provides for direct access to the Chairman of the Audit Committee. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

The Company has a dedicated Whistle Blower Policy, available at the Companys website at www.tatia.co.in and it is affirmed that no personnel has been denied access to the Audit Committee.

During the year under review, no cyber security incidents or any other incidents resulting into breaches or loss of data has occurred.

During the year under review, no such agreements have been executed by the Company. Hence, no informed needs to be disclosed under clause 5A of Part A of Schedule III of the SEBI Listing Regulations.

The Company has not raised any funds through preferential allotment or qualified institutional placements as specified under Regulation 32(7A) of the SEBI Listing Regulations.

f) Recommendation of Board Committees

The Board has accepted all the recommendations made by various Committees of the Board which are mandatorily required to be made, during the financial year 2022-23.

During the financial year 2022-23, total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the Statutory Auditors amounts to Rs.0.95 Lakhs. h) Compliance with Mandatory Requirements

The Company has complied with all the mandatory requirements as prescribed under the SEBI Listing Regulations.

i) SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralised web-based complaints redressal system established by SEBI. The salient features of this system are the availability of a centralised database of all complaints and online uploading of Action Taken Reports (ATRs) by concerned companies.

Through SCORES, an investor can keep a check on the current status of his complaints and action taken by the companies in respect of the same. In its efforts to improve ease of doing business, the SEBI has launched a mobile app "SEBI SCORES", making it easier for investors to lodge their grievances with SEBI, as they can now access SCORES at their convenience of a smartphone.

j) Disclosures related to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)

As per the requirement of POSH, the Company has a robust mechanism in place to redress complaints reported under it. An Internal Complaints Committee (ICC) has been set up, as per the provisions of POSH, to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the summary of the complaints received and disposed-off during financial year 2022-23: a) No. of complaints filed during the financial year: Nil b) No. of complaints disposed-off during the financial year: Nil c) No. of complaints pending as on the end of financial year: Nil k) Disclosures with respect to demat suspense account / unclaimed suspense account

Not Applicable

l) Details of non-compliance and penalty/strictures imposed on the Company

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the SEBI Listing Regulations, the Company has established a Code of Conduct for Prohibition of Insider Trading in the Securities of the Company.The objective of this Code is to prevent misuse of any unpublished price sensitive information (UPSI) and prohibit any insider trading activity, in order to protect the interest of the shareholders at large.

During the year under review, there has been due compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, and no case of violation of Code or any insider trading activity was noted by the Company. Also, your Company has established a robust mechanism to deal with sharing of unpublished price sensitive information so as to prevent any misuse of such UPSI by any person. The Company has installed a well-defined software where any information related to UPSI has been recorded in real time, also known as System Driven Disclosures (SDD).

The details of the same has been disclosed in the Notes forming part of the annual accounts for the financial year ended March 31, 2023.

The Board of Directors of Tatia Global Vennture Limited, in compliance of Regulation 17(5) of the SEBI Listing Regulations, has laid down the Codes of Conduct for the Board Members and the Senior Managerial Personnel of the Company, which have also been posted on the website of the Company viz. https://www.tatia.co.in/. Pursuant to the above, the Company has received ‘Affirmation of Compliance from the Board Members and the Senior Managerial Personnel of the Company and accordingly, the Managing Director makes the following declaration:

b) Independent Auditors Certificate on Corporate Governance

The certificate regarding the compliance of conditions of corporate governance, issued by M/s. Darpan & Associates, Independent/Statutory Auditors, has been attached as Annexure-G to the Annual Report.

The Company has received a Certificate from M/s. AXN Prabhu & Associates, Practicing Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority. The Certificate is attached as Annexure-I to the Annual Report.

Ms. Namrata Parekh, Chief Financial Officer, has submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, to the Board. The said certificate has been attached as Annexure-B to the Annual Report.