twenty first century management services ltd Directors report

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Shareholders

Your Directors have pleasure in presenting the 37TH ANNUAL REPORT on the business and operations of your company along with the Audited Financial Statements for the year ended 31st March 2023. The Consolidated Financials of the Company and its subsidiaries have been referred.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2023.

(Rupees in lacs)

	STANDALONE		CONSOLIDATED
	31/03/2023	31/03/2022	31/03/2023	31/03/2022
Profit/(Loss) from capital market operations	(1362.11)	(1294.88)	(916.96)	1440.44
Other income	14.40	8.35	22.03	41.73
Profit/(Loss) before depreciation & tax	(1550.55)	(1507.17)	(1787.43)	1482.17
Interest	0.00	0.00	0.00	0.00
Depreciation	4.43	5.07	6.18	7.43
Profit/(Loss) before tax	(1554.98)	(1512.24)	(1793.61)	1474.74
Provision for tax	0.00	0.00	0.00	0.00
Tax for earlier years	2.18	8.46	12.03	8.46
Deferred tax	0.95	0.88	0.72	0.50
Profit/(Loss) after tax	(1558.11)	(1521.58)	(1806.36)	1465.78
Other ComprehensiveIncome	(35.44)	(587.39)	81.69	(746.50)
Total ComprehensiveIncome for the period	(1593.55)	(2108.97)	(1724.67)	719.28

 

2. STATE OF AFFAIRS OF THE COMPANY / CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company has made a Loss of (Rs.1558.11 lacs), against Loss of (Rs.1521.58 lacs), in the last financial year. The total comprehensive income / Loss of the company for the year under review comprehensive loss is (Rs.35.44 lacs) against comprehensive loss of (Rs.587.39 lacs) in the last financial year. The company was focusing mainly in improving the business of the wholly owned subsidiary - TWENTYFIRST ENTURY SHARES AND SECURITIES LIMITED during this financial year and the subsidiary has made Loss of (Rs. 238.63 lacs) during the financial year 2022-23 as against a profit of Rs.2986.98 lacs during last financial year 2021-22. Barring unforeseen circumstances and if the conditions of the stock market prevails stable the company could make a reasonable profit since the company is engaged in Trading and Investments in Equity and Derivative Segments.

There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements; there is no change in the nature of the business.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2023 was Rs.10.50 crore. No additions and alterations to the capital were made during the financial year 2022-2023.

4. DIVIDEND

The Directors have not recommended any dividend for the financial year 2022-23 due to inadequacy of profits.

Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund ("IEPF")

Pursuant to Section 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956 all unclaimed / unpaid dividend as applicable remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, were required to be transferred to IEPF. Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), both of which were applicable with effect from 7th September 2016, also contain similar provision for transfer of such amounts to the IEPF. Accordingly all unclaimed /unpaid dividend for a period of seven years from the date they became due for payment, in relation to the company have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the company for the amounts so transferred.

The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders.

Financial Year	Date of Declaration	Last date for claiming unpaiddividend
2014 -2015	17th July 2015	16th July 2022 *
2017 -2018	12th July 2018	11th July 2025

 

*Amount transferred to IEPF Account. Those who want to claim unpaid dividend may please refer to IEPF Authorities.

Financial Year	Date of Declaration	Last date for claiming unpaiddividend
2017 -2018	12th July 2018	11th July 2025

 

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Act, 2013 during the financial year 2022-23

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during the financial year 2022-23.

7. DEPOSITS:

During the financial year 2022-23, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

8. RELATED PARTY TRANSACTIONS:

Company has considered and approved related party transactions and the necessary special resolution was passed in the AGM held on 21st July 2022. Company proposes to recommend the resolutions passed for approving the following transactions with related parties as given in the chart appended below:

S. No.	Name of the Related Party	Transactions defined u/s188 of the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Value of Transaction	Period
1.	M/s. SI INVESTMENTS AND BROKING PRIVATE LIMITED	BROKING SERVICES For execution of trades inBSE & NSE in Cash and Derivatives Segment as aBusiness Client	Brokerage and other charges upto Rs.100 lacs	1st April 2023 to 31st March 2024
2.	M/s.Lubricants & Allied Products Mfg. Co. Pvt. Ltd.	Contract for offering services as a business centre	Service Charges of Rs.23,000 per month plus applicable statutory charges	1st April 2023 to 31st March 2024
3.	M/s. Twentyfirst Century Shares and Securities Limited	Payment for business services rendered	Service Charges of Rs.50,000 per month plus applicable statutory charges	1st April 2023 to 31st March 2024
4.	Mr.Sundar Iyer - Chairman & CEO of the company	Short Term Loans with simple interest @10% per annum	Borrowings upto Rs.1000 lacs	1st April 2023 to 31st March 2024
5.	Mr. Karthik Iyer - Managing Director of the company	Short Term Loans with simple interest @10% per annum	Borrowings upto Rs.2000 lacs	1st April 2023 to 31st March 2024

 

AOC 2 is annexed with annexures

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures) Requirements Regulations, the Management Discussion and Analysis Report are enclosed as Annexure 1.

10. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www. tcms.bz

• Code of conduct for Insider Trading and corporate disclosure practices

• Code of conduct for Directors

• Code of conduct for Senior Management

• Corporate Social responsibility Policy

• Familiarisation program for independent directors

• Policy on Related Party Transactions

• Whistle Blower Policy

• policy of Directors’ Appointment and Remuneration

• Nomination & Remuneration Policy

• Policy on determination of materiality for disclosure

• Policy on preservation of documents & archival

• Policy on prohibition, prevention & redressal

• Policy on material subsidiaries

• Board Diversity Policy

11. RISK MANAGEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

12. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company - www.tcms.bz.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes, and independence of a director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration by way of fees for attending meetings of the Board or Committee thereof provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report under section 134(3)(l) of the companies act, 2013.

14. EXTRACT OF ANNUAL RETURN:

The submission of extract of Annual Return in MGT-9 is dispensed with in terms of Companies (Management and Administration) Amendment Rules, 2021. Hence the question of attaching the MGT-9 with this report does not arise.

The Annual Return of the Company as on 31st March, 2023 is available on the Company’s website and can be accessed at the company’s website - www.tcms.bz under the heading "Annual Return in Form MGT - 9"

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the current financial year under review, the following changes have occurred in the constitution of directors of the company:

i. Appointment/Re-appointment of Directors

Ms. Dipti D Sakpal - Independent Director (holding DIN 07305797) was reappointed for a second term of FIVE YEARS from 1 st April 2022 through POSTAL BALLOT which was approved by the shareholders on 24 th May 2022

Mrs. Raghavan Suguna - Independent Director (holding DIN 07305797) appointed as Additional Director in the Board Meeting held on 18 th April 2022 which was later approved by the shareholders of the company through Postal Ballot which was approved on 24 th May 2022.

All the independent director declared that they meet independence as laid down under section 149(6) of the Companies Act, 2013 and of listing agreement.

ii. Retirement by Rotation

Shri Sundar Iyer (DIN 00481975) (Chairman &amp; CEO) of our company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. As stipulated in terms of the listing agreement with the stock exchanges, the brief profile of Shri Sundar Iyer is provided in the report on corporate governance, which forms an integral partof this Annual Report.

16. NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, 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 the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting 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) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.

18. PREVIOUS SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES THAT HAVE CEASED TO BE SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES OF THE COMPANY:

During the current year no subsidiaries/joint ventures/associate companies that have ceased to be subsidiaries/Joint ventures/Associate companies of the company

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations

20. INTERNAL FINANCIAL CONTROLS:

The information about internal financial control system and their adequacy is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

21. COST RECORDS:

During the year, the provisions of the Companies Act, 2013 related to appointment of Cost Auditors were not applicable to the Company. Hence no cost records were maintained.

22. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at Company’s Website - www.tcms.bz.

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members

1. Presiding Officer - Ms. Jaylaxmi Mukta (Employee of the Company)

2. Member - Ms. Dipti D.Sakpal (Independent Woman Director of the Company)

3. Member - Mr. Bhaskar Shetty (CFO of the Company)

The Committee met once in the financial year 2022-23 on 17^th March, 2023. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors state that during the financial year 2022-23, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

23. REPORTING OF FRAUD BY AUDITORS:

The statutory auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

24. DECLARATION OF INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of listing agreement.

25. STATUTORY AUDITORS

Board of Directors of the company has appointed M/s. Shankar & Kishor, Chartered Accountants, Mumbai (Firm Registration Number 112451W), In the place of retiring auditors, from the conclusion of 33rd Annual General Meeting (From FY2019-20) till the conclusion of 37th Annual General Meeting (Till FY 2023-24) of the company and approved by the members of the company in the Annual General Meeting (AGM) held on 15th July 2019.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Lakshmmi Subramanian & Associates, Practicing Company Secretaries, (CP No.1087, FCS:3534), Company Secretaries to undertake the secretarial audit of the company for three years from the financial year ending 31st March 2022 (FY 2021-22). The Secretarial Audit Report for the financial year ended 31st March 2023 (FY 2021-22) is annexed herewith as ‘Annexure V’.

27. INTERNAL AUDITORS

As per the provisions of the Companies Act, 2013 the company has appointed M/s. G.S.Punjawat & Co, Chartered Accountants, Mumbai as an Internal Auditor for the company for the financial year 2022-23.

The Company proposes to continue their services and appoint M/s. G.S.Punjawat & Co, Chartered Accountants, Mumbai as an Internal Auditor for the financial year 2023-24, to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

28. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 17^th March 2023, without the attendance of Non-Independent Directors and members of Management.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at Company’s Website - www.tcms.bz.

30. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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 employees of the Company and Directors is furnished hereunder:

Sr. No	Name	Designation	Remuneration paid.	Remuneration paid.	Increase/ Decrease in remuneration from previous year	Ratio / times per median of employee remuneration
			FY 2022-23	FY 2021-22
1	Mr. Sundar Iyer, 72, B.Sc	Chief Executive Officer	6000000	6000000	0	12.46
2	Mr. Karthik Sundar Iyer, 33,B. Com., MBA (UK)	Managing Director	3000000	3000000	0	6.23
3	Mr. Bhaskar Shetty, 61, FCA	Chief Financial Officer	1950000	2078300	-128300	4.05
5	Mr. AVM Sundaram,712, CS	Company Secretary	1140000	1305000	-165000	2.37
6	Ms. Jaylaxmi Mukta, 40 MBA	Account Manager	560000	560000	0	1.16
7	Mr. A. K. Jeeva, 53	Back Office Assistant	403200	370000	33200	0.84
8	Mr. Ananda Yadav, 47	Back Office Assistant	273000	278600	-5600	0.57
9	Mr. K. B. Srinivaslu, 46	Back Office Assistant	264000	264000	0	0.55
10	Mr. Shailesh Mahabdi, 45	Back Office Assistant	236600	242300	-5700	0.49
11	Mr. K. Radhakrishnan 63, BCOM	Account Assistant	225167	435000	-209833	0.47

 

31. BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards’ functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

32. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2023 is as follows:

1. Shri B.K.Rai - Chairman of the Committee - Non Executive & Independent Director

2. Ms. Dipti Dinesh Sakpal - Member - Non Executive & Independent Director

3. Mrs.Suguna Raghavan - Member - Non Executive & Independent Director Company Secretary shall act as the Secretary of the Committee

33. BOARD OF DIRECTORS’S EXPLANATION OR COMMENTS:

Details of Board’s Representation on every qualification, reservation or adverse remark or disclaimer made by the auditor in their statutory audit report and Secretarial audit report.

REPLY TO THE OBSERVATIONS MADE BY THE STATUTORY AUDITOR

Statutory Auditors in their report have made the following observations:

Non-Provision of Doubtful Long-Term Loans & Advances:

The Company has long term loans as on 31/03/2023 amount to Rs.22.13 Lakhs which is given to Group Company. In absences of sufficient and appropriate evidence, we are unable to comment recovery of said loans & advances. If these Loan & advances balances were written off in the books, the loss for the year would have been Rs 1580.24 lacs (as against the reported loss figure of Rs. 1558.11 lacs) and loss after considering accumulated figures of previous years would have been Rs 3277.82Lacs (as against reported figure of Loss of Rs. 3255.69 Lacs) and the balance of amount due from Group Company would have been Rs. Nil (as against the reported figure of Rs. 22.13 lacs).

Our Reply:

Company had advanced a sum of Rs. 22.13 lakhs to one of the group companies. This amount has not been written off in the books since and the management had initiated legal process for recovering the dues and the matter is subjudice.

Secretarial Auditors in their report have made the following observations:

It is reported that during the period under review, the Company has been regular in complying with the provisions of the Act, Rules, Regulations and Guidelines, as mentioned above except:

a) The Company is engaged in investment and trading activity with their own surplus funds. However, without any registration / license required under RBI ( NBFC Rules and Regulations)

b) Compliance of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 to be improved in certain areas as stated in 24A Audit report.

OUR Reply:

a) Our company is arranging to apply to RBI for NBFC License and the work is in progress.

b) We have noted to improve the compliance in certain areas of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 as stated in 24A Audit Report.

34. DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

36. SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

37. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

None of the directors of the Company are in receipt of any remuneration or commission from its Subsidiary Company under Section 197 (14) of the Companies Act, 2013 during the financial year 2022-23.

38. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2022-23 & 2023-24 to the National Stock Exchange of India Limited and Bombay Stock Exchange.

39. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 19^th August 2023 and 24^th August 2023 (both days inclusive).

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy

(ii) The steps taken by the Company for utilizing alternate sources of energy

(iii) The capital investment on energy Conservation equipments;

Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques

Total energy consumption per unit of production is as follows:

SI. No	Particulars	Current Year 2022-23	Previous Year 2021-22
1	Electricity purchased from Electricity Boards	NIL	NIL
	a. Total units purchased /consumed	NIL	NIL
	b. Total amount of Electricity bill (in Rs.)	NIL	NIL
2	Own generation through Diesel generator	NIL	NIL
	Diesel generator (in unit)	NIL	NIL
	Fuel (in ltrs.)	NIL	NIL
	Average unit generated per ltr.	NIL	NIL
	Rate per unit (in Rs.)	NIL	NIL

 

B. TECHNOLOGY ABSORPTION:

The Company has taken various efforts in utilizing the maximum available sources of technology and has increased its productivity during the year. There is no major technology absorption or research & development cost incurred during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

C. FOREIGN EXCHANGE EARNINGS AND OUTGO	2022-23	2021-22
Foreign Exchange outgo NOT APPLICABLE
Imports (CIF)	NOT APPLICABLE	NOT APPLICABLE
Travel	NOT APPLICABLE	NOT APPLICABLE
Foreign Exchange Earned: NOT APPLICABLE
F.O.B. Value of Exports	NOT APPLICABLE	NOT APPLICABLE

 

41. CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs. 500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

During the financial year 2022-23 the company has not provided for spending under CSR Activities as per the provisions and applicability of CSR Rules.

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2022-23 is given in the ANNEXURE - VI.

42. VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company’s website - www.tcms.bz

43. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, co-operation, and support given by the Central Government, the Government of Tamil Nadu, and The Karnataka Bank Ltd. during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management

44. CAUTIONARY STATEMENT:

The statements contained in the Board’s Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

	For and on behalf of the Board of Directors
Mumbai	SUNDAR IYER	KARTHIK SUNDAR IYER
25th May 2023	Director	Managing Director
	DIN 00481975	DIN 08853430