aaswa trading and exports ltd share price Directors report


Dear Members,

The Board of Directors ("Board") of TCC Concept Limited ("Company") with immense pleasure present their report on the business and operations of your Company for the financial year 2022-23. This Report is being presented along with the audited financial statements for the year.

• FINANCIAL HIGHLIGHTS

The financial summary for year ended is as follows:

(Rs. In Lakhs)

For the current year ended 31st March, 2023 For the previous year ended 31st March, 2022

Revenue from operations

120.00 0.00

Other Income

4.48 12.24

Total Income

124.48 12.24

Expenditure

14.96 12.31

Profit / (Loss) for the year Before Tax

109.52 (0.07)

Less: Provision for Taxation

27.86 (0.05)

Net Profit/(Loss) After tax

81.66 (0.02)

• NUMBER OF MEETINGS OF THE BOARD

During the year, 15 meetings of the Board were held on 25.05.2022, 26.05.2022, 09.08.2022,

28.09.2022, 01.10.2022, 11.11.2022, 02.12.2022, 16.12.2022, 20.12.2022, 01.02.2022, 13.02.2023,

20.02.2023, 22.02.2022, 01.03.2023 and 30.03.2023

• STATE OF COMPANYS AFFAIRS

During the year under review, the Company has achieved turnover of Rs. 120 Lakh as against no turnover in the previous year. After deducting total expenditure aggregating to Rs. 14.96 Lakh, the Company has earned profit after tax of Rs. 81.66 Lakh as against loss of Rs. 0.02 Lakh of the previous year.

• THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

• MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

• STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

• CHANGE IN THE NATURE OF BUSINESS

In the FY 2022-23, the Company has changed its object clause, the new object of the Company is as follows:

1. To carry on business of rendering real estate services, real estate broker and agent including but not limited to searching and identifying all type of properties namely commercial as well as residential as per the requirements of the client(s)/ customer(s) and also develop, license, offer on subscription basis technologies to facilitate / perform real estate services and

2. To carry on business of lead generation, appraisal of properties and asset hiring and renting on lease or commission basis including but not limited to leasing and subleasing of commercial and residential properties/ unit(s), IT park, furniture and fixtures, etc.

• DIRECTORS AND KEY MANAGERIAL PERSON

Following changes took place on the board of the company during the year:

Sr. No. Name

Designation Appointment/Cessation/ Change in Designation Date

1 Ms. Anita Ramchandani

Company Secretary

Cessation

01-10-2022

2 Mr. Umesh Kumar Sahay

Additional Director

Appointment

02-12-2022

3 Mr. Anish Shah

Managing Director

Cessation

16-12-2022

4 Mr. Keyur Parikh

Director

Cessation

16-12-2022

5 Mr. Nitin Lilachandbhai Bhavsar

CFO

Cessation

16-12-2022

6 Ms. Aashini Shah

Director

Cessation

16-12-2022

7 Mr. Umesh Kumar Sahay

Managing Director

Change in Designation

16-12-2022

8 Mr. Abhishek Narbaria

Additional Director

Appointment

16-12-2022

9 Mr. Nikhil Dilipbhai Bhuta

Additional director

Appointment

16-12-2022

10 Ms. Gayathri Srinivasan Iyer

Additional Director

Appointment

16-12-2022

11 Mr. Rajesh Chandrakant Vaishnav

Additional Director

Appointment

16-12-2022

12 Ms. Divya Reejwani

Company Secretary

Appointment

20-12-2022

• DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are reportable to the central government.

• DEPOSITS

The company has not accepted any deposit during the financial year.

• SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

• ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by extensive programme of audit, review by management, and documented policies, guidelines and procedures.

• INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

• DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure is not applicable on the Company.

• RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transaction as provided in sub-section (1) of section 188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arms length

basis. Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not applicable for the financial year.

• DIVIDEND

The Board regrets to declare any dividend.

• WEB ADDRESS

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 is placed on website of the Company. The web-link of the Annual Return is www.aaswatrading.in

• PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the year.

Sl. No. Name Designati on Remunerati on Nature of employme nt, whether contractual or otherwise qualificatio ns and experience of the employee date of comme ncement percen tage of equity shares held relative of any director or manage r
1 Ms. Anita Ramchan dani Company Secretary 2,63,266 Regular CS 20-01 2022 Nil No
2 Mr. Nitin Lilachand bhai Bhavsar CFO 1,22,765 Regular Graduate 01-02 2015 Nil No
3 Ms. Divya Reejwani Company Secretary 67,942 Regular FCS, LL.B, M.Com 20-12 2022 Nil No

• PARTICULARS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No. Name of Director/ KMP and Designation

Remuneration of Director/ KMP for financial year 2022-23 % Increase/ (Decrease) in Remuneration in the Financial Year 2022-23 Ratio of remuneration of each Director/ to median remuneration of employees

1 Ms. Anita Ramchandani

2,63,266 0% NA

2 Mr. Nitin Lilachandbhai Bhavsar

1,22,765 0% NA

3 Ms. Divya Reejwani

67,942 NA NA

(a) The median remuneration of employees of the Company during the financial year was Rs. 25,839 per month or Rs. 3,10,068 per year, calculated on the basis of monthly salary, as employees worked for part of the year.

(b) In the financial year, there was no increase in the median remuneration of employees;

(c) There were one permanent employees on the rolls of Company as on March 31, 2023;

(d) In the Financial year, no increment made in the salaries of employees including managerial personnel. Hence, the comparison between percentile increase in the managerial remuneration and percentile increase in the salaries of employees and their justification is not applicable.

• EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in its report.

• EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT

The Secretarial Auditor has not made any qualification, reservation or adverse remark or disclaimer in its report. The Secretarial Audit report is annexed herewith as Annexure-1 to the Report.

• DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under sub-section (7) of section 149 of the Companies Act, 2013 that they meets the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

• POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is available on web-link www.aaswatrading.in

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency earnings and outgo during the year: Nil

• DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

• SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, Joint Venture and Associate Companies during financial year 2022-23.

• OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTOR

In the opinion of the Board all the Independent Directors including Independent Directors appointed during the year, if any, are person of integrity and has expertise and experience in relevant field. Further, all the independent directors has cleared proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

• ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of performance of the board, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

• MAINTAINANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

• DISCLOSURE ON AUDIT COMMITTEE

Composition of Audit Committee under section 177 of the Companies Act, 2013 is as follows:

Sr. No Name

Designation

1 Ms. Gayathri Shrinivasan Iyer

Chairperson

2 Mr. Nikhil Dilipbhai Bhuta

Member

3 Mr. Rajesh Chandrakant Vaishnav

Member

• DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate counting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• CORPORATE GOVERNANCE REPORT

Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your Company as on 31st March, 2023 and hence provisions relating to report on corporate governance are not applicable.

• COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by the Chief Executive Officer and the Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your Company as on 31st March, 2023.

• DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Board of Directors as well as Senior Management. Executives regarding compliance of the Code of Conduct during the year under review. A declaration by the Managing Director affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-2.

• COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by the Auditors or Practicing Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your Company as on 31st March, 2023.

• MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-3.

On behalf of the Board of Directors For TCC Concept Limited

Umesh Kumar Sahay DIN:01733060

Chairman and Manging Director

Date: September 5, 2023 Place: Pune