t t ltd Management discussions


OVERVIEW

The textile manufacturing industry is a vital sector of the Indian economy, with a rich history dating back centuries. India has been known for its textiles and is one of the largest textile producers and exporters in the world. The Indian textile manufacturing industry is diverse, encompassing a wide range of textiles, including apparel, home textiles, technical textiles, and traditional handloom textiles.

The Indian textile manufacturing industry is a significant market, contributing to Indias GDP and employment. It is one of the largest employers in the country, generating jobs across the entire value chain, from cotton farming and spinning to weaving, dyeing, printing, and garment manufacturing.

India has several textile manufacturing clusters, concentrated in regions like Gujarat, Maharashtra, Tamil Nadu, Uttar Pradesh, and West Bengal. These clusters specialize in different segments of the textile industry, such as cotton textiles, silk textiles, and handloom textiles, and contribute significantly to Indias textile production and exports.

SOME SIGNIFICANT DATA ON THE TEXTILE SECTOR:

India is the worlds second-largest producer of textiles and garments.

It is also the sixth-largest exporter of textiles spanning apparel, home and technical products. India has a 4% share of the global trade in textiles and apparel.

The textiles and apparel industry contribute 2.3% to the countrys GDP, 13% to industrial production and 12% to exports.

The textile industry has around 45 million of workers employed in the sector, including 3.5 million handloom workers. Indias textile and apparel exports (including handicrafts) stood at US$ 44.4 billion in FY22, a 41% increase YoY.

Total textile exports are expected to reach US$ 65 billion by FY26. The Indian textile and apparel industry is expected to grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26. The Indian apparel market stood at USS 40 billion in 2020 and is expected to reach US$ 135 billion by 2025.

The Rs. 10,683 crore (US$ 1.44 billion) PLI scheme is expected to be a major boost for the textile manufacturers. The scheme proposes to incentivize MMF (man-made fibre) apparel, MMF fabrics and 10 segments of technical textiles products.

THE OPPORTUNITIES:

The current tight economic and political situation is providing an opportunity for the textile sector to assess its landscape and strategize plans for its future. The industry needs to work on applicable aspects of sustainability and look for opportunities beyond its comfort zone. Textile have a vital role to play in health care and environment segments and the industry should focus on these areas. It is timely that the industry pushes more into risk taking approach and build the "Start-up Ecosystem." "Research in companies is expensive, and so start-ups, can serve as a bridge between academic laboratories and the industry." When proof of concept is established by start-ups, major companies will be willing to buy the start-ups creating opportunities for high paying jobs and liquidity for SMEs to invest I research and new products. Agreeing that Society must initially pay more for sustainable products, eventually it is worth as we will leave a sustainable world for our future. The textile sector should focus on cost-effective sustainable approaches, better outreach and engagement with the consumers and focus on products that save lives and protect the environment.

THE CHALLENGES:

The global business situation in the textile industry has been negative since June 2022 and is still deteriorating. Companies around the world and across all segments face a "perfect storm" scenario with high production costs and relatively low demand. However, at the same time companys expectation for the business climate in 6 months time have been improving since November 2022. It is unclear if this growing optimism about the mid-term future is due to a believe that the situation cannot get much worse or anticipation for a well-founded economic normalization, according to the results of the 19th International Textile Manufacturers Federation (ITMF) Global Textile Industry Survey.

The survey reveals that order intake has also steadily decreased since November 2021, mostly in line with the trend in the business situation. The rate of decline has nevertheless slowed down in March 2023, likely due to weak demand.

"Weakening demand" has indeed been rated the major concern in the global textile value chain since July 2022 and its importance has even grown in the last survey. Inflation remains the second major concern worldwide.

The expected improvements for the second half of 2023 are supported by a relatively low level of order cancellations and stabilizing inventory levels. 53% of respondents to the 19th GTIS recorded no order cancellations during the last 4 months (down from 58% last January).

The phenomenon is stronger in South America and touches spinners and weavers relatively more. 58% of respondents also rated inventory levels as average. The number of Companies reporting high inventory levels is greater in Asia and Europe. Among segments, it is the highest for home textile producers.

INNOVATIONS IN TEXTILES

Innovation and technology play a crucial role in the textile manufacturing industry, driving advancements in production processes, materials, product design, sustainability, and efficiency.

We are also seeing the emergence of smart textiles, also known as e-textiles or technical textiles, are textiles embedded with sensors, electronics, and other smart components that can sense and respond to external stimuli.

Smart textiles have diverse applications, ranging from sports and fitness wear to medical textiles, automotive textiles, and military textiles. They are driving innovation in areas such as wearable technology, smart monitoring, and connected textiles.

Nan technology is also being used in textile manufacturing to enhance properties such as durability, water repellence, UV protection, and ant microbial properties of textiles. Nan technology-enabled textiles are finding applications in areas such as outdoor apparel, protective clothing, and medical textiles, offering improved performance and functionality.

GOVERNMENT INITIATIVES

The announcements made by finance minister Nirmala Sitharaman in Union Budget 2023-24 shows governments priorities for Indias textiles sector. The minister gave special focus on Extra-Long Staple (ELS) cotton. Five new HS codes will also sharpen governments policy measures. Plus, higher allocations under RoDTEP, RoSCTL and ATUFS may provide relief.

The government has identified five new HS Codes for cotton, for further classification of cotton as per staple length. This will help in calibrating policy support for the segments which are import dependent or need further incentivization.

Finance minister has indicated governments focused approach for enhancing the productivity of ELS cotton, by adopting a cluster-based and value chain approach through public private partnerships (PPP) which means collaboration between farmers, state and industry for input supplies, extension services, and market linkages. The textile industry now eagerly looks forward to further details of the policy in this regard.

However, the minister also announced increase in import duty of textile machinery to 7.5 per cent. It may impact the new investments planned in this sector. But it is in line with the government priorities of Atma Nirbhar Bharat and ‘Make in India. In this regard, the industry body CITI has requested for retaining 5 per cent import duty for all types of textile machineries for the next three years or till the domestic manufacturers establish themselves to meet the domestic demand.

As per Budget documents, outlay for RoDTEP scheme has been increased from 13,699 crore in 2022-23 to 15,069 crore in 2023-24. The allocation for RoSCTL scheme is increased from 7,641 crore for 2022-23 to 8,405 crore for 2023-24. Likewise, the outlay for Amended Technology Upgradation Fund Scheme (ATUFS) is increased from 650 crore in 2022-23 to 900 crore in 2023-24. Customs duty on naphtha is increased from 1 per cent to 2.5 per cent.

PLI Scheme for Textile

The PLI Scheme for Textiles is a part of the comprehensive package of measures by the Government of India to promote the textile sector. Designed to motivate and reward the employees of textile manufacturing in India, PLIs for Textile was launched in 2017 by the Ministry of Textiles to incentivise the manufacturing of textile products in India and to promote their exports.

Other than incentivising exports, the programme covers several additional aspects of the manufacturing process. These measures include providing raw materials at competitive prices, skill development, providing credit at competitive interest rates, providing infrastructure support and encouraging technological upgradation. All these measures, when combined with the PLI Scheme, will help create an environment conducive to the growth of the textiles sector in India.

To be eligible for the programme, companies must demonstrate an increase in their exports over the preceding three financial years. Further, they must also meet some criteria related to safety, labour standards, and environmental regulations. The programme offers incentives to companies in the form of a one-time payment of up to 5% of the total value of their exports. Based on the performance in terms of quality, quantity, and timely delivery of the products, it is open to all textile manufacturing units in India, including those engaging in spinning, weaving, garmenting, and other related activities.

RISK MANAGEMENT

Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the committee and Board, the risk assessment and management measures.

The Company has reworked its dependence on cotton fiber and has shifted more of its fabric and garments to cotton/manmade fiber blends to reduce the risk of its business due to cotton volatility.

However, we believe that risk has not subsided yet and we are constantly monitoring the situation.

The continuous use of digitalization in life is also an important signal that the Company needs to connect more digitally with its distributors, retailers, and customers. The Company is continuously working on the same and recognises the importance to embrace technological changes sooner than later.

The Risk Management Policy may be accessed on the Companys website at the link http://www.ttlimited.co.in / investor/companypolicies.

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company.

Its compliances with operating systems, accounting procedure and policies at all locations of the Company.

HUMAN RESOURCES DEVELOPMENT

"An organization is only as good as the people within" is an axiom, which the company understands and appreciates deeply. The Company continues to emphasize on its commitment to acquiring, developing and enhancing its human resources. Recruitment and retention of intellectual capital is a key management exercise. The Companys human capital constitutes a diverse pool of knowledge, a judicious mix of youth, imaginations, risk – taking ability and seasoned experience.

The Company follows a continuous performance appraisal system to ensure the employees are dynamically being trained and appraised about improvement areas and performance gaps. Further the management maintains an open door policy, to ensure free flow communication with all levels.

CAUTIONARY STATEMENTS

Statements made in this report forming part of the disclosure related to Management, Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be ‘forward–looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence the Companys operations include economic developments within the country, demand and supply conditions in the industry, input prices, changes in government regulations, tax laws, and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT

The Directors of the Company wish to express their appreciation for the continued co–operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers and all the valuable assistance received from the shareholders. The Directors also wish to thank all the employees of the Company for their contribution, support and continued cooperation throughout the year.

AUDITORS CERTIFICATE

The Members of T T Limited

We have examined the compliance of conditions of corporate governance by T T Limited ("the Company"), for the year ended 31st March, 2023, as specified Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations").

Managements Responsibility:

The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditors Responsibility:

Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We conducted our engagement in accordance with the "Guidance Noteon Corporate Governance Certificate" issued by the Institute of Company Secretaries of India. Our responsibility is to certify based on the work done.

Conclusion:

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the

Company has complied with the conditions of Corporate Governance as specified in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restrictions on use:

This certificate is issued solely for the purposes of complying with the aforesaid Regulations and may not be suitable for any other purpose.

For B S D & Co.

Chartered Accountants

Firm Registration No: 000312S

Sujata Sharma (Partner) Place: New Delhi Membership No: 087919 Date:17th May 2023 UDIN: 23087919BGWNOE3237

COMPLIANCE CERTIFICATE

Pursuant to Regulation 17(8) of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015

The Board of Directors

T. T Limited

Pursuant to the provisions of Regulation 17(8) of the Listing Regulations, we hereby certify that: a) We have reviewed the financial statements and cash flow statement for the financial year 2022-23 and to the best of our knowledge and belief: i) these statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading; ii) these statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. b) To the best of our knowledge and belief, no transactions entered into by the Company during the year 2022-23 Which are fraudulent, illegal or violative of the Companys code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors andthe Audit Committee and steps have been taken to rectify these deficiencies. d) We have indicated to the Auditors and the Audit Committee: i) significant change in internal control over financial reporting during the Financial year 2022-23; ii) significant change in accounting policies during the financial year 2022-23 and that the same have been disclosed in the notes to the financial statements; and iii) Instances of significant fraud with involvement therein of the management or any employee having a significant role in the Companys internal control system over financial reporting.

Sd/- Sd/-Place: New Delhi Sanjay Kumar Jain Sunil Mahnot Date: 17.05.2023 Managing Director Whole Time Director & CFO

To,

The Members,

M/s T. T Limited

879, Master Prithvi Nath Marg, Opp. Ajmal Khan Park, Karol Bagh, New Delhi-110005

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of

M/s T. T Limited having CIN: L18101DL1978PLC009241 and having registered office at 879, Master Prithvi Nath

Marg, Opp. Ajmal Khan Park, Karol Bagh, New Delhi-110005(hereinafter referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with

Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification

Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to me

/ us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2023 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 other Statutory Authority.

Sr. No. Name of Director

DIN Date of Appointment
1. RAHUL JAIN 00618923 20/10/2021
3. SH.SANJAY KUMAR JAIN 01736303 15/01/1997
4. SMT.JYOTI JAIN 01736336 15/01/1997
5. SH.RIKHAB CHAND JAIN 01736379 29/09/1978
6. SH.SUNIL MAHNOT 06819974 21/05/2014
7. PUNEET BOTHRA 09353464 20/10/2021
8. SH. ANKIT GULGULIA 08383546 01/04/2019
9. *AMIT DUGAR 09669701 04/08/2022

*Appointed as Independent Directors of the company w.e.f 04.08.2022

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR DEEPAK KUKREJA & ASSOCIATES

COMPANY SECRETARIES

(DEEPAK KUKREJA) PARTNER

FCS No.: 4140 CP No.: 8265 Place: New Delhi PEER REVIEW No. 2667/2022 Date: 09.05.2023 UDIN: F004140E000277094