CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-2015
(As required under Clause 49 of the listing agreement entered into with the Stock Exchanges)
1. A BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being managed in a way which ensure accountability, transparency, fairness in all its transactions in the widest sense and meet its stakeholders aspirations and societal expectations.
The company firmly believes in good Corporate Governance. The Company, while conducting its business has been upholding the core values of T.T.'s i.e. transparency, integrity, honesty, accountability and compliance of laws. The company continuously endeavour to improve on these aspects on an ongoing basis.
2. BOARD OF DIRECTORS:
The Board of Directors comprises Executive Chairman, Managing Director, Jt. Managing Director whole time Director and 4 non-Executive Directors. During the year 4 Board Meetings were held. The composition of Board of Directors and their attendance at the meeting during the year and at the last Annual General Meeting as also number of other Directorships/Memberships of Committees are as follows:
3. AUDIT COMMITTEE :
The members of the committee are well versed in finance, accounts and company law matters and general business practices.
The Company has re-constitued Audit Committee in terms of Companies Act, 2013. Committee members are as under:-
A. Shri Navratan Dugar, Committee Chairman
B. Dr. (Prof.) V. K. Kothari
C. Shri V.R. Mehta D. Shri Sarijay Kumar Jain
The Primary function of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities by reviewing the financial reports and other financial information provided by the Company to any Govt. body or to the investors or the public; the Company's system of risk management and internal controls regarding finance, accounting and legal compliances that Management and the Board have established.
The terms of reference of the Audit Committee include:
a) To review financial statements and pre publication announcements before submission to the Board.
b) To ensure Compliance of Internal Control Systems and action taken on internal audit reports.
c) To apprise the Board on the impact of accounting policies, accounting standard and legislation.
d) To hold periodical discussions with statutory auditors on the scope and content of the audit.
e) To review the company's financial and risk management policies.
f) The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
During the financial year 2014-15 four Audit Committee Meetings were held on 21.05.2014, 13.08.2014, 11.11.2014 and 21.01.2015 and all members of the committee attended the aforesaid meetings.
The Audit Committee has recommended to the Board, the re-appointment of M/s Doogar & Associates, Chartered Accountants, as the Statutory Auditors of the Company till the conclusion of the next Annual General Meeting, and the necessary resolution for their reappointment as Statutory Auditors is placed before the shareholders at the 36th Annual General Meeting.
4. NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors in its meeting held on 21st May, 2014 constituted a Nomination and Remuneration Committee. Dr. (Prof.) V. K. Kothari, non-executive Independent Director is the Chairman of the Committee and Shri V. R. Mehta &ShriNavratanDugar other two Independent Directors are members of the Committee. ShriRikhab C. Jain, Chairman and Shri Sanjay Kumar Jain, Managing Director are permanent invitee to the Committee meeting.
The terms of reference of the Committee, inter alia, includes (a) formulation of policy for determining qualifications, positive attributes and independence of a director and remuneration for the directors, key managerial personnel and other employees and recommending the same to the Board and (b) identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria as per the policy approved by the Board. The policy of the Company is to remain competitive in the industry, to attract and retain the best talent and appropriately reward employees for their performance and contribution to the business.
During the year under review, matters of remuneration of Executive Directors were considered by the Board of Directors of the Company, with the interested Executive Director(s), not participating or voting. Further, the terms of remuneration of Executive Directors are approved by the shareholders at the Annual General Meeting. The remuneration of non-executive directors was decided by the Board of Directors as per the terms approved by the shareholders at the Annual General Meeting. Remuneration of Directors for Financial Year 2014-15 was as under:-
5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors of the Company at their meeting held on 21st May, 2014 constituted Corporate Social Responsibility Committee. The Committee oversees the social responsibilities and other business related matters which may be referred by the Board or the Chairman, as and when deemed necessary, for the consideration and recommendation of the Committee. The powers and duties of the Committee include acting as a consulting body to the Chairman and the Board on various matters related to company's financial, commercial or industrial policy, corporate governance matters, corporate social responsibilities and make recommendations, if any, to the Board.
The Committee comprises ShriRikhab C. Jain, as the Chairman of the Committee and Shri V. R. Mehta, Independent Director and Shri Sanjay Kumarjain, Managing Director are members of the Committee. Company's CSR Policy duly approved by Board is available on Company's Website www.tttextiles.com CSR spending are given in Annexure to Directors Report.
6. STAKEHOLDER GRIEVANCE/ RELATIONSHIP COMMITTEE
The Board of Directors of the Company at their meeting held on 21st May, 2014 constituted Stakeholders Grievance/Relationship Committee. The Committee is entrusted with responsibility to resolve the grievances of security holders. The Committee comprises Shri V. R. Mehta as Chairman of the Committee and Shri Sanjay Kumar Jain and Shri Sunil Mahnot are members of the Committee. Miss Bulbul Daga is Company Secretary & Compliance Officer of the Company.
The Committee monitors and reviews the performance and service standard of the RTA of the Company and provides guidance to improve the service levels for investors.
Our company has registered on scores for resolving investors complaints and satisfaction. During the Financial Year 2014-15 our company has received 15 investors complaints and resovled the same and no pending complaints.
A. There are no materially significant related party transactions which may have potential conflict with the interest of the company at large. However, attention is drawn to point No.37 of Notes to the accounts.
B. Pursuant to Section 177 of the Companies Act, 2013 and clause 49 of Listing Agreement our company has established Whistle Blower Policy/Vigilance Mechanism for employee to report to the management instances of unethical behavior , actual or suspected fraud or violation of the law and to formulate a policy for the same.
9. MEANS OF COMMUNICATION:
The quarterly, half yearly and full year results are published in national news papers and the company is also providing regular information to the Stock Exchanges as per the requirements of the Listing Agreements. SEBI/Stock Exchanges has never imposed any penalty on the Company for violation of any law/agreement.
10. LEGAL COMPLIANCE & REPORTING:
As required under Clause 49 of the Listing Agreement, the Board periodically reviews compliances of various laws applicable to the Company.
11. GENERAL SHAREHOLDER INFORMATION
A ANNUAL GENERAL MEETING
Date and Time : 9th September, 2015 at 11 A.M.
Venue : Talkatora Indoor Stadium, New Delhi.
B FINANCIAL CALENDAR
The Company follows April-March as its financial year. The results for every quarter beginning from April is declared in the month following the quarter except for the last quarter for which the results were declared in May as permitted under the listing agreement.
C BOOK CLOSURE DATES
4th September, 2015 to 9thSeptember, 2015 (both days inclusive)
D DIVIDEND PAYMENT DATE
Dividend on Equity Shares when approved will be made payable on Monday 14th September, 2015 to those shareholders whose name stand on the Company's Register of Members on 9th September, 2015.
E LISTING ON STOCK EXCHANGES
The Company's shares are listed on The National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE). Stock code at the NSE is TTL and BSE is 514142. Demat ISIN Number in NSDL & CDSL is - INE 592B01016
G REGISTRAR AND SHARE TRANSFER AGENTS
M/S BEETAL FINANCIAL & COMPUTER SERVICES PVT LIMITED 99, MADANGIR, BEHIND LOCAL SHOPPING CENTRE, NEW DELHI 110062. Telephone no(s) 011-29961281, Fax : 011-29961284, E-mail email@example.com
Applications for transfer of shares held in physical form are received at the Regd. Office of the Company as well at the office of the Registrar and Share Transfer Agents of the Company. All valid transfers are processed and effected within 15 days from the date of receipt.
Shares held in the dematerialised form are electronically traded by Depository Participants and the Registrar and Share Transfer Agents of the Company periodically receive from the Depository Participants the beneficially holdings so as to enable them to update their records and to send all corporate communications.
I DEMATERIALISATION OF SHARES AND LIQUIDITY
About 89.23% of the shares have been dematerialized as on 31st March 2015 representing 19183422 shares and balance shares are held in physical form.
J SECRETARIAL AUDIT
A qualified practicing Company Secretary M/s. Deepak Kukreja & Associates carried out a Secretarial Audit on quarterly basis to reconcile the total Share Capital with National Securities Depository Limited (NSDL), Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with total number of shares in physical forms and total number of dematerialized shares held with NSDL & CDSL.
K PLANT LOCATIONS:
Company's Plants are located at Gajroula (U.P.), Avinashi Distt. Tirupur (T.N.), Dharampura Dist. Tirupur (T.N.),and Rajula, (Gujarat). L ADDRESS FOR CORRESPONDENCE:
For any assistance regarding dematerialistion of shares, shares transfer, transmissions, change of address or any other query relating to shares, please write to:
T T LIMITED 879, Master Prithvi Nath Marg, Karol Bagh, New Delhi 110005. Ph.: 45060708 E mail:firstname.lastname@example.org or Website: www.tttextiles.com
Register and Transfer Agent
M/S Beetal Financial & Computer Services Pvt Limited, 99, Madangir, Behind Local Shopping Centre, New Delhi 110062., Telephone No(S) 011-29961281, Fax : 011-29961284, E-Mail : Beetal@Beetalfinancial.Com, website : www.beetalfinancial.com