TMT (I) Director Discussions


Your Directors hereby present the 46th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial highlights for the current year in comparison to the previous year are as under:

Amount in Thousands

PARTICULARS

Current Year 2022-23 Previous year 2021-22

Total Revenue

102.91 4,354.75

Total Expenditure (before Financial Charges, Depreciation and Taxation)

8,112.39 1,5870.70

Profit before Financial Charges, Depreciation and Taxation

(16,933.13) (11,515.95)

Less: Depreciation

6.43 -

Less: Financial Charges

- -

Profit Before Tax

(16,939.56) (11,515.95)

Less: Provision for Tax & Deferred Tax

- -

Profit After Tax

16,939.56 (11,515.95)

Net Loss/profit carried to Balance Sheet

16,939.56 (11,515.95)

During the financial year 2022-2023, the Company has reported a total income of Rs. 102.91 thousands as compared to Rs. 4,354.75 thousands in the previous year resulting in a Loss of Rs. 16,939.56 thousands compared to Rs. 11,515.95 thousands in the previous year.

2. CHANGE IN NATURE OF BUSNIESS:

There is no change in the nature of business of the Company. Based on the experience gained, the Company has explored various avenues such as supply of designs, drawings and trading operations of Garcinia, Curcumin and essential oils. During the year supply of designs and drawings activities have been carried on by the Company.

3. DIVIDEND:

In view of the accumulated losses, your Directors did not recommend any dividend for the financial year ended 31st of March, 2023.

4. TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves during the period under review.

5. EXTRACT OF ANNUAL RETURN:

Copy of the Annual Return is available on the website of the Company at www.tmtindia.in.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

The following changes took place during the year:

• Re-appointment of Mr. Tumbalamgooty Veera Prasad, Managing Director of the Company:

During the Financial Year, 2022-2023, Mr. Tumbalamgooty Veera Prasad (DIN: 01557951) has been re-appointed as the Managing Director of the Company with effect from 28th of May, 2022 for a period of five (5) years by way of passing a board resolution at their meeting held on 28th of May, 2022 and the appointment was approved by members of the Company at their Annual General Meeting held on 30th of September, 2022.

• Re-appointment of Mr. Venu Krishna Kishore Babu Pasam, Whole Time Director of the Company:

Further post closure of the Financial year, Mr. Venu Krishna Kishore Babu Pasam (DIN: 06734586) was re- appointed as the Whole Time Director of the Company for a period of 3 years with effect from 1st of June, 2023 subject to approval of shareholders of the Company and accordingly resolution proposing approval of shareholders is included along with the notice convening the Annual General Meeting.

• Appointment of Mr. Bhim Shankaram Kanda as the Director of the Company, liable to retire by rotation:

Further post closure of the Financial year, Mr. Bhim Shankaram Kanda (DIN: 00334059), Director of the Company retires by rotation and upon being eligible, has offered himself for re-appointment as the Director of the Company.

Except the above changes, there are no changes in the office of Directors or in the office of Key Managerial Personnel during the reporting period stated.

The details of various committees of the Board are given as Annexure - I and forms part of this report.

7. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors and Senior Management personnel and fixes their remuneration. The detailed Nomination and Remuneration Policy is displayed on the Companys website viz. www.tmtindia.in.

8. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

This Company does not have any Subsidiaries, Associates or Joint Ventures.

9. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

10. STATUTORY AUDITORS:

Shareholders of the Company in the Extra Ordinary General Meeting of the Company held on 10th of March, 2023, have approved appointment of M/s. Sathish Ramdeni & Co., (FRN: 015229S),

Chartered Accountants, Hyderabad, as Statutory Auditors of the Company to fill the casual vacancy in the office of Statutory Auditors and appointed M/s. Sathish Ramdeni & Co., (FRN: 015229S), Chartered Accountants, Hyderabad as Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting of the Company.

Further the Board of Directors based on the recommendation of Audit Committee have recommended appointment of M/s. Sathish Ramdeni & Co., (FRN: 015229S), Chartered Accountants, Hyderabad as Statutory Auditors for a period of 5 (five) years commencing from the conclusion of 46th Annual General Meeting till the conclusion of 51st Annual General Meeting of the Company pursuant to Section 139, 141 and 142 of the Companies Act, 2013 and accordingly resolution proposing appointment of M/s. Sathish Ramdeni & Co., (FRN: 015229S), Chartered Accountants, Hyderabad is proposed in the notice convening this Annual General Meeting.

The Auditors Report for the Financial Year 2022-2023 does not contain any qualifications. The Auditors Report is enclosed hereby with the Financial Statements in this Annual Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under Sub-Section (12) of Section 143 of the Companies Act, 2013, during the year under review.

11. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. Sateesh & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors for Financial Year 2022-2023.

12. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries, Hyderabad to conduct Secretarial Audit for the Financial Year 2023 - 2024. The Secretarial Audit Report, pursuant to Section 204 (1) of the Companies Act, 2013, for the Financial Year ended 31st of March 2023, is given in Annexure- II attached hereto and forms part of this Report.

13. ANNUAL RETURN:

Copy of Annual Return of the Company is available on the website of the Company at www.tmtindia.in

14. MEETINGS OF BOARD OF DIRECTORS

The number of Board meetings held during the period from 01st of April, 2022 to 31st of March, 2023 were 06 (six) and the gap did not exceed 120 days.

09.05.2022

28.05.2022 30.05.2022 13.08.2022 14.11.2022 06.02.2023

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 of the Companies Act, 2013 which have been relied on by the Company and were placed at the first Board Meeting of the financial year.

The details of familiarization programme imparted to independent Directors is available at www.tmtindia.in

Meeting of Independent Directors

During the year under review, the Independent Directors met on 14th February, 2022 inter alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees, Security provided and Investments made during the Financial Year ended 31st March, 2023 is given in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and the same is provided in the notes to financial statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties as specified in Section 188 (1) of the Act during the Financial Year 2022 - 2023, except the transactions in the ordinary course of business and at arms-length basis.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that

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

(ii) the Directors 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 the loss of the Company for that period

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting 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.

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) 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 efficiently.

(vi) 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.

19 MATERIAL CHANGES AND COMMITMENTS:

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

20. RISK MANAGEMENT:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company are posted on the website of the Company www.tmtindia.in.

22. PERFORMANCE EVALUATION:

As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Directors individually vis-a-vis the Board and its committees have been carried out.

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 judgments, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as Annexure -III and forms part of this report.

24. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as Annexure-IV to this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, a report on Management Discussion& Analysis is herewith annexed as Annexure -V to this report.

26. CORPORATE GOVERNANCE:

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/ POLICY CELL/7/2014 dated 15th September, 2014 and as such this disclosure is not applicable.

27. ELECTRONIC CONNECTICITY WITH DESIGNATED DEPOSITORY:

The Company has electronic connectivity with the depository i.e., NSDL & CDSL and the ISIN of the Company is INE182E01010. The members are requested to avail the facility and lodge their shares for Demat.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically.

29. DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY:

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility (CSR). So, hence complying with provisions of CSR is not applicable to the Company.

31. MAINTENANCE OF COST RECORDS:

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

33. Insider Trading Regulations:

The Company has adopted an Code of Conduct to Regulate, Monitor and Report Trading by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the SEBI (PIT) Amendment Regulations, 2018. This Code is displayed on the Companys website viz. www.tmtindia.in

34. ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from regulatory, government authorities, Bankers, staff and all the stake holders for their support and cooperation.

BY THE ORDER OF THE BOARD For TMT (India) Limited

Sd/-

T G Veera Prasad

Chairman & Managing Director

(DIN:01557951)

Place

: Hyderabad

Date :

14.08.2023