twenty first century management services ltd Management discussions


<dhhead>MANAGEMENT DISCUSSION AND ANALYSIS</dhhead>

Indian Economic Outlook for FY 2022-23 Global Economy wades through uncertainties

The global economy continued to manoeuvre through uncertainties in FY23. Uncertainties pertaining to the likely escalation of Russia-Ukraine war, continuous disruption in global supply chain leading to inflation globally due to closing down of China were amongst the major events that provided maximum volatility to the markets. Expectation of an imminent recession got stronger as major central banks continued to tighten monetary conditions. However, on a positive note in mid FY23, notable improvement in supply chains led to easing inflationary pressures and entire commodity prices moderated, Brent crude prices peaked in FY23 and moderated ~35% by year end. Global growth projections were lowered to 2.9% for 2023 by IMF from 3.4% in 2022.

Indian Economy remains resilient with elevated inflation

Indian economy demonstrated resilience throughout FY23 even as global macroeconomic environment threw challenges in the form of tight monetary policy, reduced global demand, high commodity prices especially crude. India’s prudent fiscal planning aided in meeting the fiscal deficit target of 6.4% of GDP in FY23, moreover a lower Fiscal Deficit target for FY24 (5.9% of GDP) and record high capex allocation (10tn) reflected the government’s strong intent to continue on its fiscal consolidation path, while carefully balancing the growth requirement of the economy. The uptick in benchmark yields (10yr Gsec) was marginal (50bps) even though the repo rates was hiked by 250 bps during this period, reflecting the confidence of the bond markets in the economy. GST collections have been consistently clocking above 1tn mark since last 21 months, collections reached record high of 1.6tn in Mar’23. India’s trade deficit reached as high as USD 29.3bn in Sep’22 vs USD 15.9bn avg. during FY22, which reduced significantly by the end of FY23 (USD 17.4bn in Feb). The positive improvement in trade balance was on account of sharp fall in imports vs exports, decline in oil prices and resilient services exports helped cushion the Current Account Deficit. The import cover ratio averaged 9.5 times during this period.

The global uncertainties hampered RBI’s ability to provide a clear policy path going forward, and on the growth front RBI scaled down the GDP growth projections for FY23 to 6.8% from 7.2% earlier. The scale down of the inflation projection (6.5% vs 6.7% earlier) for FY23 reflected that the RBI expects inflation to remain elevated with shallow moderation.

Sticky inflation keeps monetary conditions tight

The fall in pace of rate hikes (50bps in Sep’22 to 25bps in Feb’23) reflected RBI’s comfort in growth and inflation dynamics in the country. The central bank continued to remain hawkish throughout FY23 as inflation hovered above the 6% mark, systemic liquidity reduced sharply from 6.6tn (Apr’22) to 1tn in Mar’ 23, it even turned deficit during Mar’ 23 calling for RBI’s intervention. The tightening liquidity condition was evident in the steep rise in overnight call money rates (6.4% vs 3.3% in Apr’22).

The repo rate at 6.5% has already reached pre-pandemic levels. RBI like other central banks is targeting to bring down inflation decisively within the accepted tolerance band (4% + - 2%).

Resilience in external economy amidst global uncertainties

The external sector has continued to remain resilient amidst the global uncertainties and expectations of the spillover effects due to an imminent slowdown in the developed market economies. India’s exports reached an all-time high of USD 750bn in FY23 from USD 672bn in FY22. The growth in merchandise exports on a FYTD basis (Apr-Feb’23) moderated to 7% vs 47% earlier, while imports growth moderated to 19% vs 59% earlier, trade deficit widened to USD 251bn vs USD 173bn earlier. However, robust services balance (USD 125bn vs USD 93bn earlier) helped cushion the Current Account Deficit (CAD) in FY23. Software exports constitutes majority of India’s services exports and the consistent growth in this category is not reflecting the spillover effect of growth slowdown in DM economies (~ 90% of India’s software exports is concentrated in US and Europe). India’s forex reserves fell USD 39bn during FY23, but remained at comfortable levels of USD 579bn which comes to an import cover ratio of 9.5times.

> CY21 was a great year for investors from a returns perspective

> We are positive on economy facing sectors like select financials, industrials and real estates.

> We are constructive on equities in 2022 but prepared for higher volatility ahead.

> India could witness a strong capex cycle over the next 2-3 years

> The structural reforms by the Indian government over the last 2-3 years could potentially increase India’s GDP growth by a percentage or two over the medium term.

Since the covid-19 pandemic struck, the Indian stock market became unpopular for moving in the direction opposite to the ground reality, an anathema it broke in 2023 when the stock market embraced shoots of domestic growth coupled with injection of funds by foreign portfolio investors (FPIs). Data reveals FPIs have invested INR 37,316 cr in Indian Equity Markets.

Opportunities and Threats

Opportunities

• Long-term economic outlook positive, will lead to opportunity for Investment activities

• Regulatory reforms would aid greater participation by all class of investors

• Corporates looking at consolidation / acquisitions / restructuring opens out opportunities for good investment.

Threats

• Execution risk

• Short term economic slowdown impacting investor sentiments and business activities

• Slowdown in global liquidity flows

• Increased intensity of competition from local and global players

• Market trends making other assets relatively attractive as investment avenues Strengths

• Experienced top management

With over three decades of experience of the Chairman of the company in Capital Market Operations and good business acumen of picking up the right stocks for investment and trading the business of the company could improve during the current financial year 2022-23.

The top management team comprises qualified and experienced professionals, with a successful track record. The company believes that its management’s entrepreneurial spirit, strong technical expertise, leadership skills, insight into the market and customer needs provide it with a competitive strength, which will help to implement its business strategies.

BUSINESS RISK MANAGEMENT

The company is functioning under the dynamic leadership and guidance of the experienced CEO and hence the risks connected with the investments in equity market will be balanced. Further the Investment Committee will also assist to manage the risk in a prudent manner.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

All the investments related activities are done under the direct supervision of the Chairman of our company. Based on the nature of the business the Audit Committee has suggested formation of Investment Committee and the investments of the company are done as per the decisions taken by the Investment Committee. This will augur well for this financial year also.

Considering the size and nature of business the company has appointed an Internal Auditor for the company from the financial year 2016-17 to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. Internal Auditors continue to monitor the operations and administration of the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company continues to pursue a vigil mechanism policy framed during the financial year 2016-17.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS’ AND COMMITTEE MEETINGS

During the year Six (6) Board Meetings, Four (4) Audit Committee Meetings, Four (4) Stakeholders’ Relationship and Investor Grievances Committee Meetings, One Meeting of Corporate Social Relationship Committee, Two (2) Meetings of Nomination and Remuneration Committee, One Meeting of Directors other than Independent Directors for evaluation of performance of Independent Directors and One Meeting of Independent Directors for evaluation of performance

of other Directors were held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Shri B.K.Rai - Chairman of the Committee - Non Executive & Independent Director Ms. Dipti Dinesh Sakpal - Member - Non Executive & Independent Director Mrs.Suguna Raghavan - Member - Non Executive & Independent Director STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The company is having a Stakeholders/Investors Grievance and Share Transfer Committee comprising of the following directors:

Ms. Dipti Dinesh Sakpal -Chairperson of the Committee - Non Executive & Independent Director Shri B.K.Rai - Member - Non Executive & Independent Director Mrs.Suguna Raghavan - Member - Non Executive & Independent Director NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Ms. Dipti Dinesh Sakpal - Chairperson of the Committee - Non Executive & Independent Director Shri B.K.Rai - Member - Non Executive & Independent Director Mrs.Suguna Raghavan - Member - Non Executive & Independent Director

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The company is having a Corporate Social Responsibility Committee comprising of the following directors:

Shri Sundar Iyer- Chairman of the Committee - Executive Director

Shri B.K.Rai - Member - Non Executive & Independent Director

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

RELATED PARTY TRANSACTIONS

As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at www.tcms.bz .

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

All Related Party Transactions are placed before the Audit Committee as well as Board for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm’s Length.

There were no contract / arrangement / transactions entered in to during the year ended March 31, 2023 which were not at arm’s length basis.

All the material related party transitions exceeding ten percent of the annual consolidated turnover as per the last audited financial statement were entered during the year by the company are disclosed in accordance with section 134 (3) (h) of the Companies Act, 2013, in Form AOC2 as per Annexure "2" of this report.

CORPORATE GOVERNANCE

As per the provisions of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Secretarial Auditor (which is attached to this Annual Report as ANNEXURE IV) confirming compliance forms an integral part of this Report.