t i global ltd Directors report

The overall performance of company is looking good and Board of Directors regularly making such effort to maintain the better performance.

The Board is thrilled to share some exciting news that underscores our commitment to innovation and growth. We are delighted to announce that our company has sucessfully secured a new patent through Mr Sangeet Bagaria, Director of your Company has registered the Patent of "Continuous Chemical Withering Machine" & "Continuous Physical Withering Machine" which is a groundbreaking technology that has the potential to revolutionize our industry. The patent not only solidifies our position as a leader in innovation but also strengthens our competitive advantage in the market. We believe that this patent will open new avenues of growth for our company, enhancing our ability to provide unique and valuable solutions to our customers.

The Board has decided to retain profit for future, hence not recommended any Dividend for the year ended March 31, 2023.

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirms: i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; ii. that they have 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; iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that they have prepared the annual accounts on a ‘going concern basis; v. that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. In accordance with the provisions of the Article of Association of the Company read with section 152 of the Companies Act, 2013. The Appointment of Directors as mentioned in the Notice are subject to the approval of the members at the ensuing Annual General Meeting of the Company.

Mr. Vineet Bagaria (DIN: 00100416) Managing Director, Mr. Sajjan Bagaria (DIN: 00074501) Whole time Director, Mr. Viraj Bagaria (DIN: 06628761) Whole time Director, Mrs. Nikki Kejriwal Company Secretary and Mr. Vishnu Baheti CFO were designated as Key managerial Personnel during the Financial Year 2022-23 as per provision of section 203 of the Companies Act, 2013. No other Appointment/ Resignation of KMPs were made during the year.

Declaration by Independent Directors:

Mr. Harish Kumar Mittal (DIN 00367650), Mr. Manish Kumar Newar (DIN 00469539) and Mr. Navendu Mathur (DIN 00669934), are Independent Directors on the Board of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

The Paid up equity share capital of the company as on 31st March, 2023 was Rs.506.77 Lacs. There was no public issue, right issue, bonus issue, preferential issue, etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

The Board met twelve times during the financial year 2022-23. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. The details have been provided in the Corporate Governance Report, annexed to this Report.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent Directors also carried out the evaluation of the Chairman and Non-Executive Directors, the details of which are covered in the Corporate Governance Report.

11. Companys policy on Directors appointment and remuneration:

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors Report.

12. Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

13. Auditors:

The Auditors of the company M/s. Tiwari & Co. have been appointed for Five Years term but they are not willing to continue hence Board of Directors recommends appointment of Agarwal & Associates Chartered Accountants of 7A, Bentinck Street Room No. 216, 2nd Floor, Kolkata- 700001 as Statutory Auditor of The Company and they have confirmed their eligibility pursuant to the provisions of Section 139 of the Companies act, 2013 and the rules there under, it is proposed to appointment of M/S Agarwal & Associates Chartered Accountant (Firm Registration no. 323210E) as Statutory auditor of the Company from the conclusion of this 33^rd Annual General Meeting to conclusion of 37^th Annual General Meeting of the company.

14. Auditors report and Secretarial Auditors report:

No observation has been made in the Auditorss report .

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 Ms. Smita Sharma, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2023 is annexed as Annexure - VI to the Report.

15. Risk Management:

The details in respect of risk management are included in the Corporate Governance, which forms an Annexure to this report.

16. Particulars of loans, guarantees and investments:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

17. Transactions with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transaction has been enclosed in Form AOC – 2 in Annexure IV to the Directors Report

Your Directors draw attention of the members to Note 25.6 .ii to notes on Account of the financial statement which sets out related party disclosures.

18. Managements Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review, is attached as Annexure I forming part of this Report.

19. Corporate Social Responsibility Initiatives:

Your Company works on the belief that organizations should exist to serve a social purpose and enhance the lives of people connected through its business. The Company has a CSR Policy in place which aims to ensure that the Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. It takes up CSR programmes which benefit the communities in and around the vicinity of its operational presence, resulting in enhancing the quality of lives of the people in those areas. As the CSR being applicable on the Company The CSR Committee has decided to donate the CSR fund to the Bagaria Foundation. Details Report of Corporate Social Responsibility Committee is given in Annexure VIII of this report.

20. Extract of Annual Return:

The annual return of the company is available on the website of the company at https://www.tiglobal.com.

21. Particulars of employees:

The prescribed particulars of remuneration of employees pursuant to Section 134 (3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure III to this Report.

22. Disclosure requirements:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has enclosed Corporate Governance Report with Auditors Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the familiarization programme of the independent directors are available on the Companys website. Further Policy on dealing with related party transactions is available on the Companys website.

23. Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the said policy is available on the Companys website.

24. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Change in the nature of business:

There was no change in the nature of the business of the Company during the year under review.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:-

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

27. Material changes and commitments, if any, affecting the financial position of the Company:

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

28. Particulars regarding conservation of energy & technology absorption etc:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure II which forms part of this report.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed off during 2022-23.

30. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.