trupti twisters ltd share price Directors report

Company is engaged into the wholesale trading of Agriculture Commodities. Your company earned a total Revenue of Rs. 11,69,25,886/- during the FY 2022-23 in compared of Rs. Nil during the FY 2021-22. Company has earned a net profit after tax of Rs. 32, 40,188/- as compared to net profit after tax of Rs. (8,93,542) of previous year.

The Company has not transferred any amount to General Reserves for the financial year 2022-23

In order to conserve the resources, the Board of Director of the Company do not recommend payment of dividend for the year ended 31^st March,2023.

At present, the Company has only one class of shares equity shares with face value of 10/- each. The authorized share capital of the company is Rs. 3,50,00,000/- divided into 35,00,000 equity shares of

Rs. 10/- each. The paid-up share capital of the company is Rs. 6,96,000/- divided into 69,600 equity shares of Rs. 10/- each.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

During the period under review, several energy conservation initiatives were adopted and were taken by the Company and its subsidiaries. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There were no research activities carried out during the year as well as no foreign exchange income or outgo during the year. Form of Report is attached herewith in Annexure I

There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on 31st March, 2023 the Company does not have any subsidiaries and joint ventures.

Company has following Associates Companies as on 31.03.2023.

Rajgor Proteins Limited

Rajgor Industries Private Limited

Rajgor Agro Limited (Taken over of M/s Brijesh Trading Co.)

Rajgor Castor Derivatives Limited

Exaoil Refinery Limited

11. CHANGES IN MEMORANDUM

During the Financial Year 2022-23 company has do the following amendment in Memorandum of Association (MOA).

Company has amended in main object of MOA during the year by passing Special resolution conducting shareholder meeting in EGM as on 29^th December,2022.

- Insertion of new clause numbered as sub- Clause 2 in clause III (A) of Main Objects: -

To carry on the business to manufacture, produce, plant, grow, cultivate, re-fill, import, export, buy, sell. process, prepare, crush and otherwise dealing in. edible and non-edible oils; oilseeds, brans, castor and oil cakes of any nature and kind whatsoever, including linters, hulls expeller oil cakes, de-oiled cakes, hardened oils, vanaspati, ghee, margarine, edible proteins; castor oil, alkali refined linseed oil, industrial oils, extraction of linsed, cotton seed, groundnut oil: fertilizer mixtures, hydrogenated castor oil, oil and pharmaceutical, groundnut cakes, myrabolum and nut seeds oil and mineral oils .

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

13. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 10(Ten) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. Details of Board and Board committee meetings held during the year are given as under:

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

Composition of the Board of Directors

Number of Board Meetings and Attendance of Directors:

During the financial year 2022-2023, 10 (Ten) Board Meetings were held on 30/05/2022, 05/08/2022, 18/08/2022, 30/08/2022, 26/09/2022, 01/10/2022, 10/10/2022, 20/10/2022, 03/12/2022 and 09/02/2023.

14. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2023, on its website at www.ttlent.com.

15. INSURANCE:

The Company does not have any properties to be insured.

16. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company.AOC-2 is enclosed as Annexure II. The Board has formulated Policy on Related Party Transactions. Related Party Transaction Policy available on www.ttlent.com.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has proper mix of the Non-executive Directors and Independent Directors who have adequate experience in different disciplines of corporate functioning.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1^st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Both Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria: (a) For Independent Directors: - Knowledge and Skills - Professional conduct - Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Key set Goals and achievements - Professional Conduct, Integrity - Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

19. CHANGE IN REGISTERED OFFICE ADDRESS

The Registered office address has been changed from D-518, Swati Crimson and Clover, Shilaj Circle, Sardar Patel Ring Road, Thaltej, Ahmedabad to 608, Titanium One, Nr Pakwan Cross Road, Nr Shabri Water Works, S.G Highway, Bodakdev, Ahmedabad-380054 by passing Board Resolution on 10^th October,2022.

The Registered office address has been changed from 608, Titanium One, Nr Pakwan Cross Road, Nr Shabri Water Works, S.G Highway, Bodakdev, Ahmedabad-380054 to 1118 Fortune Business Hub, Nr Satyamev Elysiym, Science City Road, Sola, Ahmedabad, Gujarat -380060 by passing Board Resolution on 18^th July,2023.

20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

21. MANAGERIAL REMUNERATION

The Company had paid remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31^st March, 2023.

22. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (LODR).

23. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its committees and also formed a Nomination and Remuneration Committee.

There are currently Three Committees of the Board, as follows: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee

As per the requirement of the Companies Act, 2013 read with Rules and Regulations of SEBI (LODR) Regulations, 2015, various Board committees have been formed for better governance and accountability viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

The terms of reference of each committee are determined by the Board as per the requirement of law and their relevance is reviewed from time to time.

A. AUDIT COMMITTEE:

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfilling the Boards responsibilities, an Audit Committee had been constituted by the Board. The terms of reference of this committee covers matters specified under Regulation read with Regulation 18 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013 and other matters referred by the Board from time to time. Committee lays emphasis on adequate disclosures and compliance with all relevant statues.

Main areas are deliberated as under.

a. To provide an open avenue of communication between the independent auditors, internal auditors and the Board of Directors (BOD). b. To oversee the work of the independent auditors for the purpose of preparing or issuing an audit report or related work. c. Relying on the review and discussions with the management and the independent auditor, the Audit Committee believes that the Companys financial statements are fairly presented in conformity with Generally Accepted Accounting Principles in all material aspects. d. To consider and review the adequacy of internal control including computerized information system controls a periodically to the Board of Directors on significant activities. The Constitution of the committee and the attendance of each member of the committee is given below:

The Committee comprises of Four Directors. All members of the Audit Committee are financially literate. In the financial year 2022-23, Seven meetings were held on 30.05.2022, 05.08.2022, 30.08.2022, 10.10.2022, 20.10, 2022, 03.12.2022, 09.02.2023.

B. NOMINATION AND REMUNERATION COMMITTEE:

Terms of reference of the committee comprise various matters provided under Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and section 178 of the Companies Act, 2013, and other matters referred by the Board from time to time. The Committee comprises of Three Directors.

In the financial year 2022-23, Three (3) meetings were held as on 05.08.2022, 18.08.2022, and 10.10.2022.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee performs various functions provided under Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and section 178 of the Companies Act, 2013. The Committee comprises of Three Directors out of which two is independent.

The Stakeholders Relationship Committee has been constituted to administer the following activities: a. Transfer of shares b.Transmission of shares c. Issue of Duplicate Share Certificates d.Change of Status e. Change of Name f. Transposition of Shares g.Sub-Division of Share Certificates h.Consolidation of folios i. Shareholders requests for Dematerialization of shares j. Shareholders requests for Rematerialization of shares

The Committee meets from time to time and approves the transfer and transmission of shares, deletion of names, issue of duplicate share certificates etc. The Committee facilitates prompt and effective redressal of investors complaints and the reporting of the same to the Board of Directors. No. of shareholders complaints received NIL

No. of complaints not solved to the satisfaction of shareholders -- NIL. No. of pending share transfers -- NIL.

As at 31^st March, 2023 no equity Shares were pending for transfer.

24. AUDITORS:

A. Statutory Auditors

M/s. V S S B & Associates., Chartered Accountants (Firm Registration No.121356W) Ahmedabad were appointed as Statutory Auditors of the Company as per the terms of Five years.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

M/S J.K Sarawgi & Company has been resigned from the position of Secretarial Auditor as on 01.10.2022.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

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 M/s Dharti Patel & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification, reservation or adverse remark in the report.

C. Internal Auditors

As per Section 138 of the Company Act, 2013 read with rules made there under, the Company has appointed an Internal Auditor M/s R. B Tanna & Co., Ahmedabad who reports to the Audit Committee. Internal Auditor submits their report to the Audit Committee on quarterly basis for their reviews and suggestion for necessary action.

25. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

26. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct.

28. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

29. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) 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 by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. 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 31^st March, 2022 and of the profit and loss of the company for that period; iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. The directors had prepared the annual accounts on a going concern basis; and 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 effectively. 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.

30. CORPORATE GOVERNANCE:

The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten corer and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year. At present, the Company is not required to comply with Corporate Governance regulations as none of the above referred limits have been triggered.

31. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

32. MAINENTANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

33. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

34. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notification SEBI/LADNRO/GN/2015-16/27 dated December 22, 2015, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2023.

35. CORPORATE GOVERNANCE CERTIFICATE:

The Non-Applicability of Corporate Governance Certificate from the Director as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith attached in

Annexure-IV.

36. LISTING:

Shares of the company are listed on BSE Limited.

37. VOLUNTARY DELISTING UNDER AHMEDABAD STOCK EXCHANGE:

Company was Voluntary Delisted under Ahmedabad Stock Exchange (ASE) w.e.f 30^th June, 2016.

38. FAMILIARISATION PROGRAMME:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme imparted to Independent Directors are available on the Companys official website

39. PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report is attached herewith as Annexure-III.

40. CORPORATE SOCIAL RESPONSIBILITY:

Company was not required to formulate policy on Corporate Social Responsibility as your company is not falling with the provisions of Section 135 of Companies Act, 2013.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE

(PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. Your Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of ‘Sexual Harassment at workplace. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”)and Rules made thereunder, the Company has formed an Internal Complaint Committee (“ICC”) for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

42. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

Pursuant to the SEBI Listing Regulations, 2015, the Company has entered into a Uniform Listing Agreement with BSE. The company hereby confirms that the listing fee for the year 2022-23, payable to the stock exchanges pursuant to SEBI Listing Regulations, 2015, in which the companys shares are listed, have been paid within the prescribed time limit.

ADDITIONAL INFORMATION TO SHAREHOLDERS A. Annual General Meeting: Date:30^th September, 2023 Time: 11:00 A.M.

B. Calendar of Financial Year ended 31^st March, 2023

The meetings of Board of Directors for approval of quarterly financial results during the Financial Year ended 31^st March, 2023 were held on the following dates:

First Quarter Results: 5^th August, 2022

Second Quarter and Half Yearly Results:20^th October,2022 Third Quarter Results: 9^th February,2023 Fourth Quarter and Annual Results: 30^th May,2023

D. Date of Book Closure

23^rd September, 2023 to 30^th September, 2023 (both days inclusive) for Annual General Meeting.

E. Regd. Office

Office No. 1118, Fortune Business Hub, Nr. Satyamev Elysium, Science City Road, Sola, Ahmedabad-380060

F. Equity shares of the Company are listed on BSE Limited Stock Exchange.

Scrip Code: -514236 (BSE), Scrip ID: TTLEL, ISIN: INE664X01025

H. SHARE TRANSFER SYSTEM:

K. Dematerialization of Shares and liquidity

The shares of the company are permitted for demat on NSDL and CDSL

L. Outstanding GDRs / ADRs / Warrants or Conversion instruments, Conversion date and like impact on equity- Not applicable

M. Investors correspondence:

For transfer / dematerialization of shares, Change of Address, Change in Status of investors, payment of dividend on shares and other query relating to the shares of the Company: SKYLINE Financial Service Pvt Ltd, D-153/A, 1^st Floor, Okhla Industrial area, Phase-1, New Delhi -110 020

N. Company Secretary & Compliance Officer of the Company: Ms. Shagun Rathi

Address: Office No. 1118, Fortune Business Hub, Nr. Satyamev Elysium, Science City Road, Sola, Ahmedabad-380060. (Email): truptitwister@gmail.com (Mobile No.) +91- 9998952293,

O. DIVIDEND:

To conserve resources, your directors have not recommended any divided-on equity shares for the year ended 31st March, 2023.

P. INVESTORS RELATION SECTION:

Investors grievances/queries may be addressed to the: Company Secretary / Compliance Officer, M/s TTL Enterprises Limited Office No. 1118, Fortune Business Hub, Nr. Satyamev Elysiym, Science City Road, Sola, Ahmedabad-380060 Phone: +91 9998952293 E-mail: truptitwister@gmail.com Website: www.ttlent.com

Q. NOMINATION FACILITY:

Section 72 of the Companies Act, 2013 facilitates shareholders to make nominations in respect of shares held by them, Shareholders holding shares in physical form who are desirous of making a nomination are requested to send their requests in prescribed Form No. SH-13 to the Companys Registrar and Share Transfer Agent. Shareholders holding shares in electronic form are requested to give their nomination request to their respective Depository Participants directly. Form No. SH-13 can be obtained from the Companys Registrar and Share Transfer Agent.

R. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

As stipulated by SEBI, a qualified practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. This audit is carried out every quarter and the report thereon are submitted to the Listed Stock Exchanges. The audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and the total number of shares in physical form.

44. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.