Time Technoplast Ltd Directors Report

335.7
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Jul 23, 2024|03:32:38 PM

Time Technoplast Ltd Share Price directors Report

To the Members,

Your Directors are pleased to present the 33rd Annual Report of Time Technoplast Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS:

( ? in Mn.)

Particulars Standalone Consolidated
2023 2022 2023 2022
i. Revenue from Operations 22,425.04 20,314.89 42,894.43 36,498.40
ii. Profit before Interest, Depreciation & Tax 3,113.40 2,830.21 5,808.74 5,087.60
iii. Interest & Finance Cost 560.52 526.46 1,051.83 919.96
iv. Depreciation 1,058.29 969.48 1,709.13 1,574.00
v. Profit before Tax 1,494.59 1,334.27 3,047.78 2,593.65
vi. Tax Expenses 382.40 342.32 810.11 671.61
vii. Profit for the Year 1,112.19 991.95 2,237.67 1,922.04

STATE OF COMPANYS AFFAIRS:

Consolidated

Net Revenue from operations for the consolidated entity stood at ? 42,894.43 Mn., as against ? 36,498.40 Mn. in the previous year, (growth of 17.52 %). However, the Net Profit stood at ? 2,237.67 Mn. as compared to the previous year ? 1,922.04 Mn.

Standalone

Net Revenue from operations for the standalone entity stood at ? 22,425.04 Mn., as against ? 20,314.89 Mn. in the previous year, (growth of 10.39%). However, the Net Profit stood at ? 1,112.19 Mn. as compared to the previous year ? 991.95 Mn.

Detailed information on the operations of the different business segments of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

DIVIDEND

The Board of Directors has recommended a Dividend of ? 1.25 (125%) per share (previous year ? 1 per share) on Face Value of ? 1 each for the Financial Year ended March 31, 2023. The Final Dividend entails cash outflow of ? 282.68 Mn (previous year ? 226.15 Mn). Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Board of Directors formulated and adopted the Dividend Distribution Policy. The Policy is available on the website of the Company and can be accessed at www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend-Distribution Policy.pdf

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves for the year under review.

SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on March 31, 2023 was ? 226,146,750 comprising of 226,146,750 equity shares of face value of ? 1 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options.

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges"). The listing fees for financial year 2023-24 have been paid to the Stock Exchanges.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2023, the Company has below mentioned subsidiaries and associate Companies:

Sr No. Name of the Company Country Relation % of shares held
1 TPL Plastech Limited India Subsidiary 74.86
2 NED Energy Limited India Subsidiary 97.04
3 Elan Incorporated FZE Sharjah (UAE) Subsidiary 100.00
4 Kompozit Praha S R O Czech Republic Subsidiary 96.20
5 Ikon Investment Holdings Limited Mauritius Subsidiary 100.00
6 GNXT Investment Holdings Pte. Ltd. Singapore Subsidiary 100.00
7 Schoeller Allibert Time Materials Handling Solutions Limited India Subsidiary 100.00
8 Schoeller Allibert Time Holding Pte. Ltd. Singapore Subsidiary 50.10
9 Time Mauser Industries Private Limited India Joint Venture 49.00

The Companys policy for determining material subsidiaries, as amended from time to time, approved by the Board, is uploaded on the Companys website at https://www.timetechnoplast.com/pdf/shareholder-centre/policies/policy-for-determining-material-subsidiaries.pdf

FINANCIAL PERFORMANCE

A separate statement containing the salient features of financial statements of subsidiaries, associates, joint venture companies of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS") in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rules.

COSOLIDATED FINANCIAL STATEMENTS

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, associate and joint venture prepared in compliance with the Act, applicable Accounting Standards and the SEBI Listing Regulations and they form part of this Report.

Pursuant to Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiaries Companies are available on the website www.timetechnoplast.com. These documents will also be available for inspection during business hours at the Corporate Office of the Company on all the working days upto the date of the Annual General Meeting (AGM). Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Corporate Office of the company.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Companys website at www.timetechnoplast.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All related party transactions are placed before the Audit Committee for review and approval. Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. Transactions entered into pursuant to omnibus approval are verified and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arms length basis. No Material related party transactions, i.e. transactions exceeding ? 1,000 crores or 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 35 to the standalone financial statements which set out related party disclosure.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) DIRECTORS

The Board of Directors on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Sanjeev Sharma as the Whole Time Director of the Company at its meeting held on November 12, 2022, for a period of 3 (three) years from November 12, 2022 upto November 11, 2025, members have ratified his appointment as Whole Time Director through Postal Ballot on February 04, 2023.

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Raghupathy Thyagarajan (DIN: 00183305) is liable to retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment.

The Board recommends re-appointment of Mr. Raghupathy Thyagarajan for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of Mr. Raghupathy Thyagarajan is included separately in the Notice of AGM.

As on the date of this Report, the Companys Board comprises of nine (9) Directors, out of which, four (4) are Non-Executive Independent Directors including one (1) Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

B) INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at www.timetechnoplast.com.

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarisation programme for the independent directors to familiarise them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarisation programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at www.timetechnoplast.com.

C) KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company:

- Mr. Bharat Kumar Vageria, Managing Director & CFO

- Mr. Naveen Kumar Jain, Whole Time Director

- Mr. Raghupathy Thyagarajan, Whole Time Director

- Mr. Sanjeev Sharma, Whole Time Director

- Mr. Manoj Kumar Mewara, Sr. VP Finance & Company Secretary

D) COMMITTEES OF THE BOARD

The Company has Seven Board Committees as on March 31, 2023:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Risk Management Committee

5) Corporate Social Responsibility Committee

6) Committee of Directors

7) Compensation Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

E) NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at www.timetechnoplast.com

F) PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria has been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

G) NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met five (5) times during the previous financial year on 28th May, 2022, 13th August, 2022, 12th November, 2022, 03rd January, 2023 and 14th February 2023. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

H) REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

AUDITORS

A) STATUTORY AUDITORS

Members of the Company at the AGM held on 28th September, 2022, approved the appointment of M/s. Shah & Taparia, Chartered Accountants, Mumbai (Firm Registration No. 109463W) and M/s. Shah Khandelwal Jain & Associates, Chartered Accountants, Pune (Firm Registration No. 142740W), as the Joint Statutory Auditors of the Company for a second term of two years to hold office from the conclusion of the 32nd Annual General Meeting till the conclusion of 34th Annual General Meeting.

Further the remuneration to be paid to Joint Statutory Auditors shall be mutually agreed between the Board of Directors and the Statutory Auditors, from time to time.

AUDITORS REPORT

The notes on the Audited Financial Statements referred to in the Auditors Report are self explanatory and hence do not call for any further comments.

The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

B) COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. Darshan Vora & Co., Cost Accountants carried out the cost audit for applicable businesses during the year.

Based on the recommendation of the Audit Committee, the Board of Directors have appointed Darshan Vora & Co., Cost Accountants as Cost Auditors for the financial year 2023-24. The Company has received a certificate from Darshan Vora & Co., confirming that they are not disqualified from being appointed as the Cost Auditors of the Company.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to Darshan Vora & Co., Cost Accountants, is included at Item No. 4 of the Notice of the ensuing AGM.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

C) SECRETARIAL AUDITOR

The Board had appointed Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765 & C P No. 9309) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023, as per the provisions of Section 204 of the Act read with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is given as Annexure – B and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765 & C P No. 9309) has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.timetechnoplast.com

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure – D.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure – A.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information which is available for inspection by the Members at the Corporate Office of the Company during business hours on working days of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Stock Options have been granted to the employees under ESOP-2017. The said scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (SEBI Regulations). The details and disclosures with respect to ESOP as required under SEBI Regulations are provided on the website of the Company at www.timetechnoplast.com.

LOANS, GUARANTEES & INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder, the particulars of the loans given, investments made or guarantees given or security provided are given in the Notes to the standalone financial statements.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgements 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 profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds 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 were operating effectively; and

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

AUDIT COMMITTEE

The Audit Committee comprises of three Directors viz. Mr. M. K. Wadhwa as the Chairman of the Committee, Mr. Sanjaya Kulkarni and Mr. Bharat Kumar Vageria, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee and adopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy of the Company is available on the Company website at www.timetechnoplast.com

The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report. The report on CSR activities undertaken during the year by the Company in accordance to the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at Annexure – C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate Section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter-alia, provides that the Annual Report of the top 1000 listed entities based on market capitalisation (calculated as on March 31 of every financial year), shall include a Business Responsibility and Sustainability Report ("BRSR").

The Company, being one of such top 1000 listed entities, has included BRSR for financial year 2022-23, as part of this Annual Report, describing initiatives taken from an environmental, social and governance perspective.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception.

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the declarations/certifications forms an integral part of this Corporate Governance Reporting.

VIGIL MECHANISM/WHISTLE BLOWERS POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at www.timetechnoplast.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees. The Company periodically conducts sessions for women employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is as follows:

Number of complaints of Sexual harassment received in the year Nil
Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days Nil
Number of workshops or awareness programme against sexual harassment carried out 3
Nature of action taken by the employer or district officer NA

RISK MANAGEMENT POLICY

The Company recognizes that the emerging and identified risks need to be managed and mitigated to –

* Protect its shareholders and other Stakeholders interest

* Achieve its business objectives

* Enable sustainable growth

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Company has a Risk Management Framework in place. The committee ensures that:

* Identified risks are taken prudently so as to plan for the best and be prepared for the worst

* Execution of decided strategies and plan with focus on action

* Unidentified risks like performance, incident, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to ? 62,280/- lying with the Company for a period of seven years were transferred during the year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 730 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the website of IEPF as well as the Company.

MATERIAL CHANGES AND COMMITMENT – IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

REPORTING OF FRAUDS

There was no instance of fraud reported during the year under review, which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROLS

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

Based on the report of the Statutory Auditors, the internal financial controls with reference to the financial statements were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there have not been any significant or material orders passed by the Regulators/Courts/ Tribunals which will impact the going concern status and operations of the Company in future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report.

The relations with the employees of the Company have continued to remain cordial.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

OTHER DISCLOSURES

a. There was no revision of financial statements and Boards Report of the Company during the year under review;

b. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the 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 is not applicable;

c. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

d. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of the subsidiary companies. Further the Company doesnt have any Holding Company;

CAUTIONARY STATEMENT

Statements in this Boards Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

The Directors express their deep sense of gratitude to all employees of the various divisions for their commitment and dedicated efforts. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

FOR AND ON BEHALF OF THE BOARD
FOR TIME TECHNOPLAST LIMITED
BHARAT KUMAR VAGERIA RAGHUPATHY THYAGARAJAN
Date: May 29, 2023 MANAGING DIRECTOR WHOLE TIME DIRECTOR
Place: Mumbai DIN: 00183629 DIN: 00183305

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