Tatia Global Director Discussions


Dear Members,

Your Board of Directors (the "BOARD") has the pleasure of presenting the 29th Annual Report on the business and operations of Tatia Global Vennture Limited (the "Company") along with the audited financial statements, standalone and consolidated, for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs (MCA). Key highlights of the financial performance of your Company for the financial year 2022-23 have been summarised below.

(In Lakhs)

Standalone

Consolidated

Particulars

Year ended 31/03/2023

Year ended 31/03/2022

Year ended 31/03/2023

Year ended 31/03/2022

Revenue from Operations

483.28

107.16

490.89

115.79

Profit / (Loss) before Depreciation and Interest

438.34

(1.32)

439.83

1.85

Less: Interest

0.01

1.77

0.02

1.77

Less: Depreciation

0.09

0.13

0.09

0.13

Profit / (Loss) before Tax

438.24

(3.22)

439.72

(0.05)

Prior Period Tax

-

-

-

Provision for Tax

-

-

0.23

0.50

Deferred Tax

0.17

0.91

0.17

0.91

Profit / (Loss) after Tax

438.07

(4.13)

439.31

(1.46)

Other Comprehensive Income

(87.77)

610.52

(87.77)

610.52

Total Comprehensive Income

350.31

606.39

351.55

609.06

2. BUSINESS OPERATIONS / STATE OF COMPANYS AFFAIRS

During the year under review, the Company has made a standalone profit of Rs.438.07 lakhs for the FY 2022-23 as compared to standalone loss of Rs.4.13 lakhs for the FY 2021-22. Similarly, your Company has made a consolidated profit of Rs.439.31 lakhs for the FY 2022-23 as compared to consolidated loss of Rs.1.46 lakhs for the FY 2021-22.

3. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company, during the year under review.

4. DIVIDEND

In order to conserve resources for future operations, the Board of Directors has decided not to declare any dividend for the FY 2022-23.

5. TRANSFER TO RESERVES

Your Company proposes to transfer standalone profit of Rs.438.07 lakhs and consolidated profit of Rs.439.31 lakhs to the General Reserve.

6. CORPORATE GOVERNANCE a) Corporate Governance Philosophy

Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behaviour helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Companys philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The Board is at the centre of the governance system of your Company.

b) Board Diversity

Your Company recognizes the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender, which will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity, which is available at our website at www.tatia.co.in and additional details on Board diversity is available in the Report on Corporate Governance that forms part of this Annual Report.

c) Board Composition and Key Managerial Personnel (KMP)

The composition of the Board of Directors of your Company confirms with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations") and Section 149 of the Companies Act, 2013 (the "Act").

The Board of Directors comprises of one Executive Director and three Non-Executive Directors out of which two are Independent Directors. Further, out of the two Independent Directors, one is an Independent Woman Director. The Chairman of the Board is a Promoter-Executive Director.

Your Company has the following Key Managerial Personnel (KMP).

• Mr. S.P. Bharat Jain Tatia – Managing Director

• Ms. Namrata Parekh – Chief Financial Officer

• Ms. Niharika Goyal – Company Secretary and Compliance Officer

d) Changes in Director and KMP

During the year under review and between the end of the FY 2022-23 and the date of this report, there is no the change in Directors and Key Managerial Personnel (KMP) of the Company.

4 According to the provision of Section 152(6) of the Act, Mr. Tatia Jain Pannalal Sampathlal, Director, DIN: 01208913, is liable to retire by rotation and being eligible, offers themselves for re-appointment. Based on the result of performance evaluation and recommendation of the Nomination and Remuneration Committee and subject to the approval of Members in the 29th AGM, the Board approved his re-appointment in its meeting held on August 31, 2023 and recommends the same to the Members.

e) Numberof meetings of the Board

The Board met eight times during the FY 2022-23. The details of such meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days, as prescribed under the Companies Act, 2013.

f) Separate Meeting of the Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 10, 2023.

The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors;

• Performance of the Board as a whole;

• Performance of Chairperson of the Company considering the views of executive directors and non-executive directors;

• Assessment of the quality, quantity, and timeliness of the flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

• Any unethical behavior, actual or suspected fraud or violation (if any) of the Companys code of conduct.

g) Manner and Criteria of formal annual evaluation of Boards performance and that of its Committees and Individual Directors

In terms of the requirements under the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated a criterion for evaluation of the performance of Board as a whole, Individual Directors, Chairman, and Board Committees. The criteria cover the areas relevant to the functioning of the Board and its Committees such as its composition, structure, oversight, effectiveness, performance, skill set, knowledge, strategy, and risk management. The individual Directors, particularly the Independent Directors, were evaluated on the parameters such as integrity, participation, skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, etc. Accordingly, the Board and NRC of your Company have carriedout the performance evaluation during the year under review.

h) Board Committees

Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board of Directors has constituted various committees of the Board which are:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholders Relationship Committee.

Details of composition, terms of reference, number of meetings and attendance of Members in these Committees are provided in the Report on Corporate Governance that forms part of this Annual Report. i) Recommendations made by Board Committees

The Board, during the year under review, has accepted all recommendations made to it by the Board Committees including Audit Committee. j) Composition of Audit Committee

The composition of the Audit Committee is given below:

Name

Category

Mrs. Shobhaa Sankaranarayanan

Non-Executive Chairperson

Independent

Director,

Mr. Arun Kumar Bafna

Non-Executive Member

Independent

Director,

Mr. Bharat Jain Tatia

Executive Director, Member

k) Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(7) of the Act and Regulation 16 and 25 of the SEBI Listing Regulations. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as per Schedule IV of the Companies Act, 2013.

l) Compliance with Secretarial Standards

During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

m) Criteria/Policy on Directors Appointment and Remuneration

The Board of Directors and Nomination and Remuneration Committee (NRC) has framed a policy/criterion for selection and appointment of Directors, Key Managerial Personnel and Senior Executives including qualifications, positive attributes, independence of a

Director, remuneration, and other matters provided under Section 178(3) of the Act and the SEBI Listing Regulations. The Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasize on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The Policy reflects the Companys objectives for good corporate governance as well as sustained long-term value creation for shareholders. Pursuant to Section 134(3) of the Act, the detailed nomination and remuneration policy of the Company which lays down the criteria, is available on the Companys website at https://www.tatia.co.in/files/policies.php.

We affirm that the remuneration paid to the Directors/KMP is in accordance with the remuneration policy of the Company. Mr. S.P. Bharat Jain Tatia, Chairman and Managing Director, has foregone his salary for the financial year 2022-23.

n) Code of Conduct for Board of Directors and Senior Management

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Mr. S.P. Bharat Jain Tatia, Managing Director of the Company and forms part of this Annual Report and has been uploaded on the website of the Company and can be accessed at www.tatia.co.in.

o) Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Companys process and policies for determining risk tolerance and reviews managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Risk Management Policy of the Company is available on our website www.tatia.co.in.

p) Board Policies

The details of the policies approved and adopted by the Board of the Company are provided in the Report on Corporate Governance that forms part of this Annual Report.

q) Statutory Compliance

The Company has been adopting the policies and requirements as mandated under various statutes to the extent and as far as possible and shall always strive to abide by the laws and by- laws as applicable.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2023, 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 ended March 31, 2023 and of the profit of the Company for that period; c) the directors had 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; d) the directors had prepared annual accounts on a going concern basis; e) the directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, 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.

8. DISCLOSURE / ANNEXURES a) Annual Return

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Act, the submission of extract of the Annual Return in the form MGT-9 has been dispensed with in terms of the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021. Hence, the form MGT-9 has not been attached with the Board Report. However, the Company has placed a copy of the annual return on its website and can be accessed at http://tatia.co.in/files/investors.php.

b) Report on Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility, and accountability thereby upholding the important dictum that an organisations corporate governance is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The compliance report on corporate governance along with a certificate (Annexure-G) from M/s. Darpan & Associates, Independent Auditor / Statutory Auditor, regarding compliance of the conditions of the corporate governance, as stipulated under Chapter V of the SEBI Listing Regulations is attached herewith as Annexure-F to this report.

c) Certificate of Non-Disqualification of Directors

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2023 obtained from M/s. AXN Prabhu & Associates, Practicing Company Secretary, CP 11440, MN 3902, is annexed as Annexure-I to this report.

d) Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is attached as Annexure-A to this report.

e) Certificate by CFO

Ms. Namrata Parekh, Chief Financial Officer, has submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate by CFO is herewith attached as Annexure-B to this report.

f) Related Party Transactions

All related party transactions during the FY 2022-23 were in the ordinary course of business and at arms length basis. During the FY 2022-23, the Audit Committee has reviewed on quarterly basis, the related party transactions of the Company for which prior approval was accorded by the Members in the 28th AGM held on September 27, 2022. The particulars of contracts or arrangements or transactions with related parties during the FY 2022-23, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-D to this report.

Related party transactions during the FY 2022-23 were in compliance with the Act, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statement.

Further, there were no materially significant Related Party Transactions entered into by the Company during the year under review, which may have potential conflict with the interest of the Company at large. There were no pecuniary relationship or transactions entered into by the Independent Directors with the Company during the year under review.

g) Particulars of loans, guarantee, or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantee or investments during the financial year 2022-23 under the provisions of Section 186 of the Act read with applicable rules made there under and the required details have been disclosed in Note No. 2, 3 and 4 of the Standalone Financial Statements forming a part of this Annual Report.

Further, your Company has not given any guarantee during the financial year 2022-23. Following investments were held by your Company during the financial year 2022-23.

Non -Current Assets

No. of shares

Rs.in Lakhs

Financial Assets

Investments carried at Fair Value through OCI

Quoted Investments in Equity Instruments

Kreon Finnancial Services Limited (F.V. of Rs.10/- each)

19,50,000

702.00

Sub-Total I

19,50,000

702.00

Other Investments - Wholly Owned Subsidiaries

Unquoted Investments in Equity Instruments

M/s. Deverbetta Lands Private Limited (F.V. of Rs.10/- each)

10,000

1.00

M/s. Kalyanang Developers Private Limited (F.V. of Rs.10/- each)

10,000

1.00

M/s. Pajjuvasami Developers Private Limited (F.V. of Rs.10/- each)

10,000

1.00

M/s. Sagarvar Gambhira Developers Private Limited (F.V. of Rs.10/- each)

10,000

1.00

M/s. Sundervans Infrastructure and Developers Private Limited (F.V. of Rs.10/- each)

10,000

1.00

M/s. Thali Estates Private Limited (F.V. of Rs.10/- each)

10,000

1.00

Sub-Total II

60,000

6.00

TOTAL (I+II)

20,10,000

708.00

h) Managerial Remuneration and Employee Related Disclosures

The details required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure-C to the Boards Report.

Mr. S.P. Bharat Jain Tatia, Managing Director of the Company, do not receive any remuneration or commission from any of the subsidiaries of the Company. i) Conservation of energy i. Steps taken or impact on conservation of energy: The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment.

Your Company constantly evaluates new technologies and invest to make its infrastructure more energy-efficient. Currently, your Company uses LED lights and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy-efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used. ii. The steps taken by the Company for utilizing alternate sources of energy- Nil iii. Capital investment on energy conservation equipment-Nil

j) Technology absorption, adoption and innovation i. Efforts made towards technology absorption: As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world.

Your Company thus follows a practice of upgrading computing equipment on an ongoing basis and investing in additional links with adequate bandwidth to connect to clients across the globe. ii. Benefits derived like product improvement, cost reduction, product development or import substitution:Nil iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

• Technology Imported: Nil

• Year of Import: Nil

• Whether the technology has fully been absorbed: Nil

• If not fully absorbed, area where absorption has not taken place and reason thereof: Nil iv. Expenditure incurred on Research and Development:NA k) Foreign Exchange Earnings and Outgo

Sr. No.

Particulars

Year Ended March 31, 2023

Year Ended March 31, 2022

1.

Expenditure in foreign Currency

Nil

Nil

2.

Earning in Foreign Currency

Nil

Nil

l) Material changesand commitments

During the year under review, there has been meager material changes effecting the financial position of the Company. The Company has granted interest rate of minimum 9% on the outstanding amounts of the clients/parties in financial year 2022–23.

There have been no material changes and commitments other than stated above, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

m) Significant material orders passed by Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

Show Cause and Adjudication Notices received from the Ministry of Corporate Affairs

The Company has received Show Cause Notices and Adjudication notices from the Ministry of Corporate Affairs (MCA) on February 02, 2023 for violation of various sections of the Companies Act, 2013. The Company has filed compounding applications under Section 128, 129(1), 133, 134, 292 of the Companies Act, 2013. Further, the reply to the Adjudication notice received on February 02, 2023 has been submitted by the Company.

n) Transfer of Unclaimed Dividendto Investor Education and Protection Fund

The provisions of Section 125(2) of the Act do not apply on your Company as there was no dividend declared and paid since the beginning of the Company.

o) One-time settlement with any Bank or Financial Institution along with reasons

During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.

p) Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or no proceedings that were filed by the Company or against the Company, which stands as pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

9. AUDIT AND AUDITORS a) Statutory Auditor

The Members of the Company, in 28th AGM held on September 27, 2022, re-appointed M/s. J.V. Ramanujam & Co., Chartered Accountants having FRN: 002947S, as Statutory Auditors of the Company, to hold office from the conclusion of 28th AGM till the conclusion of the 33rd AGM. However, during the FY 2022-23, the Statutory Auditors submitted their resignation via letter dated January 10, 2023 to the Company due to the fact that the majority partners had called for dissolution of the firm and they have become incapacitated to act as the Statutory Auditors as per the required auditing standards, legal requirements and related guidelines, thereby creating a casual vacancy in the office of Statutory Auditors.

Pursuant to Sections 139(8) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendations of the Audit Committee and subject to approval of the Members, the Board of Directors at their meeting held on January 25, 2023, approved the appointment of M/s. Darpan & Associates, Chartered Accountants having firm registration number 016156S, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. J.V. Ramanujam & Co., Chartered Accountants, to hold office with effective from January 27, 2023 till the conclusion of the ensuing Annual General Meeting. The said appointment was approved by the Members via postal ballot e-Voting process for which resolution was deemed to be passed on April 12, 2023.

M/s. Darpan & Associates, Chartered Accountants (FRN 016156S), are willing and have consented to be appointed as the Statutory Auditors of the Company for a period of five consecutive financial years from the conclusion of 29th AGM till the conclusion of 34th

AGM to be held in the calendar year 2028. The Board in its meeting held on August 31, 2023, basis the recommendation of Audit Committee and subject to the approval of Members in the 29th AGM, has accorded their consent to appoint M/s. Darpan & Associates, Chartered Accountants, as Statutory Auditors of the Company. b) Auditors Report

The report given by M/s. Darpan & Associates, Statutory Auditors, on the financial statements of the Company for the financial year ended March 31, 2023 forms part of this Annual Report. The comments on the statement of accounts referred to in the Audit Report are self-explanatory. The Audit Report does not contain any qualification, reservation, or adverse remark.

As regards to the Audit Report, the Company had fulfilled the export obligation and hence, had disputed the claim by DGFT. The Company has obtained interim status quo order from Madras High Court. c) Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P.S. Srinivasan, Associate Partner, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to the Board Report as

Annexure-H.

Following qualifications have been mentioned in the Secretarial Audit Report:

Act / Rules / Regulation

Qualifications

Response by Company

Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 and related circulars

The contribution of financial assets and other income to the total assets and total income is more than 50%, Hence as per the RBI Guidelines, the Company needs to register itself with RBI as NBFC.

The activity carried on by the Company are to be categorized as real estate and land holding activities pertaining to the main objects of the Company and not as NBFC activity.

Delay in filing of Form.

Delay in filing of form AOC-4

The delay in filing of the form AOC-4 occurred due to technical issues.

d) Cost Audit and Cost Records

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

e) Reporting of fraud by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported, to the Audit Committee, any instances of fraud committed against the

13

Company by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

10. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE

a) Total share capital of the Company

As of March 31, 2023, the total paid-up share capital of the Company stood at Rs.15,16,20,000/- (Rupees Fifteen Crore Sixteen Lakh Twenty Thousand Only) consisting of 15,16,20,000 (Fifteen Crore Sixteen Lakh Twenty Thousand) equity shares of Re.1/- each. There were no addition or alteration made to the paid-up share capital of your Company during the year under review.

b) Issue of equity shares with differential rights

Your Company had not issued any equity shares with differential rights during the year under review. c) Issue of sweat equity shares

Your Company had not issued any sweat equity shares during the year under review.

d) Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

e) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees

Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review.

f) Listing on Stock Exchange

The Companys equity shares are listed on Bombay Stock Exchange Limited having scrip code 521228.

g) Suspension of shares from trading

During the financial year 2022-23, the shares of the Company were not suspended from trading on the stock exchange.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behaviour, actual or suspected fraud, violation of Companys code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee.

The details of the policy are explained in the Report on Corporate Governance and also posted on the website of the Company and can be accessed at www.tatia.co.in.

12. CODE FOR PROHIBITIONOF INSIDER TRADING

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirement under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at www.tatia.co.in.

13. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE AND

CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has a robust mechanism in place to redress complaints reported under it. Your Company has a formal policy for the prevention of sexual harassment of the employees at the workplace.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further, an Internal Complaints Committee (ICC) has also been set up, as per the provisions of POSH, to redress complaints received regarding sexual harassment. During the year under review, no cases were reported to the Company under POSH.

14. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public, during the financial year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2023.

15. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the applicability criteria given under Section 135(1) of the Act. Therefore, it does not require to comply with the provisions related to Corporate Social Responsibility.

16. SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

As on March 31, 2023, your Company has 6 (Six) wholly-owned unlisted Indian subsidiaries, but no such subsidiary qualifies to be called an unlisted material subsidiary as per Regulation 24 of the SEBI Listing Regulations. There has been no material change in the nature of business of the Companys subsidiaries.

In or der to raise funds and invest them in better projects and diversify the business, the Management of your Company decided to monetize the assets held as land inventory in the subsidiary companies or sell or transfer or dispose-off assets or part or all of the Subsidiary and shareholding of the Company in the Subsidiary (in one or more tranches), which results (or could result) in the shareholding of the Company in the Subsidiary be less than fifty percent (50%). The main aim behind such decision was the better prospects in future for our Company and its stakeholders.

The said transaction was approved by the Board of Directors, in its meeting held on August 31, 2021 and Members approval was taken in the 27th AGM held on September 30, 2021. But due to time constraint and ongoing negotiations with the buyer, the said transaction could not be completed till the FY 2022-23 and the Management is seeking necessary steps to complete the transaction during the FY 2023-24. Following are the six wholly-owned subsidiaries of your Company:

? Thali Estates Private Limited;

? Deverbetta Lands Private Limited;

? Kalyanang Developers Private Limited;

? Pajjuvasami Developers Private Limited;

? Sagarvar Gambhira Developers Private Limited; and

? Sundervans Infrastructure andDevelopers Private Limited.

Further, there are no associate companies within the meaning of Section 2(6) of the Act. As per the provisions of Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement, in Form AOC-1, containing the salient features of the financial statements of the subsidiaries is attached as Annexure-E to this report. Financial statements of each of the subsidiaries have also been placed on the website of the Company and can be accessed at www.tatia.co.in. The annual accounts of the subsidiaries will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENTS AND INTERNAL FINANCIAL CONTROL SYSTEMS

Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to Companys policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board of your Company has laid down IFC systems to be followed by the Company and that such systems are adequate and operating effectively. Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. It ensures that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

Role of internal audit

Internal Audit is an independent function within the Company, which provides assurance to the Management, on the design and operating effectiveness of IFC systems as well as suggest improvements to them. Internal Audit assesses and promotes strong ethics and values within

16 the organisation and facilitates in managing changes in the business and regulatory environment. Internal Audit responsibilities encompass all locations, operating entities, and geographies of the Company, in which all aspects of business, viz. operational, financial, information systems, and regulatory compliances are reviewed periodically. The top Management and the Audit Committee of the Board review the findings and recommendations to the Board for improvement on the same. Direct reporting to the Audit Committee establishes Internal Audit as a function independent from the business. To conduct internal audit of your Company, the Board, in its meeting held on May 30, 2022, appointed V. Rajesh & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2022-23.

18. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Central and State Government for their consistent support and encouragement to the Company. I am sure you will also join our Directors in conveying our sincere appreciation to all the employees of the Company and its subsidiaries for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.