Corporate Governance

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2022-23

(As required under Schedule V of the Listing Agreement, 2015 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 stakeholder’s 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 endeavor to improve on these aspects on an ongoing basis.

2. BOARD OF DIRECTORS:

The Board of Directors comprises Executive Chairman, Managing Director, Whole Time Director and 4 non-executives (Independent) Directors. During the year 6 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:

	Name of Director & DIN	Category of Directorships	No. of Board meetings attended	Attendance at last AGM	No. of other Directorships	No. of Shareholding	Committee Membership
							Member	Chairman
1	Dr. RIKHAB C. JAIN 01736379	CHAIRMAN	6/6	YES	1	8578262	2	2
2	SHRI SANJAY KR JAIN 01736303	MANAGING DIRECTOR	6/6	YES	4	549274	4	0
3	MS. JYOTI JAIN 01736336	EXECUTIVE DIRECTOR	6/6	YES	NIL	1715150	1	1
4	SHRI SUNIL MAHNOT 06819974	WHOLE TIME DIRECTOR	6/6	YES	NIL	NIL	2	–
5	SHRI ANKIT GULGULIA 08383546	INDEPENDENT NON-EXECUTIVE	6/5	YES	1	NIL	3	2
6	RAHUL JAIN 00618923	INDEPENDENT NON-EXECUTIVE	6/6	YES	3	Nil	4	–
7	PUNEET BOTHRA 09353464	INDEPENDENT NON-EXECUTIVE	6/5	No	Nil	Nil	3	1
8	AMIT DUGAR* 09669701	INDEPENDENT NON-EXECUTIVE	6/3	No	Nil	4500	2	–

During the financial year 2022-23 Six Board of Directors Meetings were held on 11.05.2022, 04.08.2022, 02.09.2022, 02.11.2022, 28.11.2022 and 08.02.2023.

* Appointed as an Independent Director w.e.f. 4th August, 2022

The names of the listed entities where the person is a director and the category of Directorship: – None of our Directors holding Directorship in any of the Listed entity.

Relationship Inter-se: # Except Sh. Rikhab Chand Jain, Chairman of the Company, Smt. Jyoti Jain, Daughter of Sh. Rikhab Chand Jain and Sh. Sanjay Kumar Jain, Son in law of Sh. Rikhab Chand Jain, none of the Directors of the Company are related to any other Director of the Company.

Familiarization programme for Independent Directors: – The details of the Familiarization Programme conducted for the Independent Director of the Company are available on the Company’s website at the link https://ttdemo.omegadigital.in/wp-content/uploads/2022/08/FAMILIARIZTIONPROGRAMMETTLIMITED-1.pdf

A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following: –

The Company requires skills/expertise/competencies in the areas of strategy, finance, accounting, economics, legal and regulatory matters, mergers and acquisitions, the textile operations of the Company’s businesses to efficiently carry on its core businesses such as to carry on the business of textiles processing, textile, fibre making, combing, spinning, weaving, processing units using any kind of natural or synthetic fibres such as cotton, wool, hemp, jute, nylon, polyster, silk and rayon.. All the above required skills/expertise/competencies are available with the Board.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, expertise, diversity and independence. The Board provides leadership, strategic guidance, an objective and independent view to the Company’s management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board periodically evaluates the need for change in its composition and size.

3. BOARD COMMITTEE:

Name of Committee

Composition

Terms of reference

Audit Committee

Shri Sanjay Kumar Jain

Shri Ankit Gulgulia

Shri Rahul Jain

Shri Puneet Bothra

The role of the Audit Committee is as per Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Agreement 2015.

The Vigil Mechanism of the Company, which also incorporates a whistle blower aims to provide a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The policy on Vigil mechanism and Whistle Browser Policy as approved by the Board may be accessed on the Company’s website at the link http://www.tttextiles.com/investor/company-policies/

The Policy on dealing with related Party transactions as approved by the Board may be accessed on the Company’s website at the Link https://ttdemo.omegadigital.in/wp-content/uploads/2022/05/RelatedPartyPolicy-1.pdf

Nomination and Remuneration Committee

Shri Ankit Gulgulia

Shri Rahul Jain

Shri Puneet Bothra

Shri Amit Dugar (w.e.f. 02/11/2022)

Formulated and recommended Nomination and Remuneration Policy.

The Nomination & Remuneration Policy includes Policy on Director’s appointment and remuneration including the criteria for determining qualification, positive attributes, independence of a Director and other matters as provided under Section 178 (3) of the Companies Act, 2013.

Nomination and Remuneration policy of the Company forms part of the Board Report.

Corporate Social Responsibility Committee

Shri Rikhab C. Jain- Chairman

Shri Sanjay Kumar Jain

Shri Rahul Jain

• Formulated and recommended CSR Policy of the Company indicating CSR activities proposed to be undertaken by the Company pursuant to provisions of Schedule VII of the Companies Act, 2013 read with CSR rules, 2015. The CSR policy may be accessed on the Company’s website at the Link http://www.tttextiles.com/investor/corporate-social-responsibility/

•Recommended expenditure to be incurred for CSR activities / project and ensures effective monitoring of CSR policy of the Company from time to time.

• The Annual Report on CSR activities undertaken by the Company forms part of the Board Report.

Stake Holders Relationship Committee

Shri Sanjay Kumar Jain

Shri Sunil Mahnot

Shri Puneet Bothra

The committee reviews and ensures redressal of investor grievances.

During the year Committee noted complaints received related to non-receipt of dividend, and annual report etc and the same was resolved.

Risk Management

Committee

Shri Rikhab C. Jain-Chairman

Shri Sanjay Kumar Jain

Shri Ankit Gulgulia

Shri Rahul Jain

Sh. Amit Dugar (w.e.f. 02/11/2022)

• The Risk Management Committee has formulated Risk Management Policy of the Company which aims to maximize opportunities in all activities and to minimize adversity.

• The Risk management framework includes identifying type of risks and its assessment, risk handling, monitoring and reporting which in the opinion of the

Board may threaten the existence of the Company.

• The Risk Management Policy may be accessed on the Company’s website at the

link: http://www.ttlimited.co.in/investor/corporate-news-announcements

Mrs. Megha Jain (ACS 49799), Company Secretary and Compliance Officer removed w.e.f. 09th May, 2022 and Mr. Pankaj Mishra (ACS 40550), was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 11th May, 2022. He is the Secretary of all Board Committees constituted under the Companies Act, 2013 and Listing Agreement.

ii) Meetings of Board Committees held during the year and Director’s attendance

Board Committee	Audit	CSR	Nomination & Remuneration	Stakeholder Relationship	Risk Management
Meetings held	5	1	3	1	0
Shri Rikhab C. Jain	N.A.	1	N.A.	N.A.	0
Shri. Rahul Jain	5	1	3	N.A.	0
Shri Puneet Bothra	4	N.A.	1	1	N.A.
Shri Ankit Gulgulia	4	N.A.	3	N.A.	0
Shri Amit Dugar	N. A.	N.A.	0	N.A.	0
Shri Sanjay Kumar Jain	5	1	N.A.	1	0
Smt. Jyoti Jain	N.A.	N.A.	N.A.	N.A.	N.A.
Shri Sunil Mahnot	N.A.	N.A.	N.A.	1	N.A.

Note: – N.A.: Not a member of the Committee.

iii. Performance Evaluation criteria for Independent Directors

Pursuant to the provision of the Regulation 17(10) of SEBI LODR 2015, the Nomination and Remuneration Committee, in its meeting held on 11.05.2022 has laid down the criteria for evaluation of performance of Independent Directors. The performance evaluation of Independent Directors was done by the entire Board of Directors excluding the Director being evaluated and was adjudged satisfactory.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A. The Remuneration of each of the Executive Directors of the Company for the Financial Year 2022-23:

(Rs. in Lakhs)

Name	Designation	Salary	Perquisites and allowances	Retirement Benefits	Gross Remuneration
Sh. Rikhab Chand Jain	Chairman	NIL	1.25*	NIL	1.25
Sh. Sanjay Kumar Jain	Managing Director & CEO	76.80	NIL	0.22	77.02
Smt. Jyoti Jain	Jt. Managing Director	Nil	1.25	Nil	1.25
Sh. Sunil Mahnot	Director (Finance) & CFO	31.65	NIL	0.22	31.87

*Paid as sitting fee

B. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2022-23: –

S. No.		Nature of Directorships Held & Name of Director	Ratio of Median Remuneration
1.		Executive Directors
a)		Shri Rikhab C. Jain, Chairman	Nil
b)		Shri Sanjay Kumar Jain, Managing Director	39.32: 1
C)		Shri Sunil Mahnot, Director (Finance)	18.93: 1
d)		Smt. Jyoti Jain	Nil

2.	Non-Executive Directors
a)	Shri Rahul Jain, Independent Director		Nil
b)	Shri Puneet Vijay Bothra, Independent Director		Nil
c)	Shri Ankit Gulgulia, Independent Director		Nil
d)	Shri Amit Dugar, Independent Director		Nil

C. The percentage increase in remuneration of each Director, CFO, Secretary, of any, in the Financial Year 2022-23: –

S. No.	Name of KMP	%Increase in Remuneration
1.	Shri Sanjay Kumar Jain, Managing Director	Nil
2.	Shri Sunil Mahnot, Director (Finance)	10%
3.	Mr. Pankaj Mishra, Company Secretary	10%

D.
The Percentage Increase in the median Remuneration of Employees in the Financial Year 2022-23: –

E. The number of permanent employees on the rolls of the Company: – 399

F. Average percentile increases already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration: – The average increase in salaries of employees other than managerial personnel in 2022-23 was 10 %, and increased in managerial remuneration for the year was 10 %.

G. Affirmation that the remuneration is as per the remuneration policy of the Company: – The Company remuneration policy is driven by the success and performance of the individual employees and the Company. The Company affirms remuneration is as per the remuneration policy of the Company.

5. DETAIL OF SITTING FEES PAID TO NON-EXECUTIVE DIRECTORS: –

Non-Executive Directors have not been paid any remuneration except sitting fees for attending Board & Committee Meetings. The detail of sitting fees paid to the Non-Executive Directors during the Financial Year 2022-23 is given hereunder: –

Name of Director	Sitting Fee (in Rs.)
Shri Ankit Gulgulia	2,10,000
Rahul Jain	2,35,000
Puneet Vijay Bothra	1,75,000
Amit Dugar	75,000

6. GENERAL BODY MEETINGS:

A. Location, time and any special resolutions passed in last three Annual General Meetings are given below:

FINANCIAL YEAR	DATE	TIME	VENUE	WHETHER ANY SPECIAL RESOLUTION PASSED AT AGM AND (NO. OF SUCH RESOLUTION PASSED)
2019-20	29.07.2020	11 A.M	Held through Video Conference.	No
2020-21	15.09.2021	11 A.M	Held through Video Conference.	No
2021-22	03.08.2022	11 A.M	Held through Video Conference.	5

B During the financial year 2022-23, No Special resolution passed last year through Postal Ballot.

7. DISCLOSURES:

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. 34 of Notes to the accounts.

B. Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 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.

C. The Board of Directors confirms that all the Independent Directors fulfill the conditions specified by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the Management.

D. The Company has complied with all the applicable requirements specified in Regulation 17 to 27 and 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. MEANS OF COMMUNICATION:

The quarterly, half yearly and full year results are published in national newspapers and the company is also providing regular information to the Stock Exchanges as per the requirements of the Listing Agreements. The information submitted to stock exchanges are also available on company’s website www.ttlimited.co.in.

9. GENERAL SHAREHOLDER INFORMATION

A ANNUAL GENERAL MEETING

Date and Time : 27th September, 2023 at 11:00 A.M.

B FINANCIAL CALENDAR

The Company follows April-March as its financial year. The results for every quarter beginning from April is declared as under: –

QUARTER	DATE OF DECLARATION OF RESULTS
APRIL-JUNE	4TH August 2022
JUL-SEP	2nd November, 2022
OCT-DEC	8th February, 2023
JAN-MAR	17th May 2023

C BOOK CLOSURE DATES

21st September, 2023 to 27th September, 2023

D DIVIDEND PAYMENT DATE

Company has not paid any dividend during the year

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). Your company had duly made the payment of annual listing fee to NSE and BSE within stipulated time period.

Stock code at the NSE is TTL and BSE is 514142.

Demat ISIN Number in NSDL & CDSL is – INE592B01016

F MARKET PRICE DATA

The monthly high and low quotations of shares traded on the Stock Exchange Limited, Mumbai is as follows:

MONTH	Share Price		BSE SENSEX
	High (Rs.)	Low (Rs)	High	Low
April 2022	129.20	101.05	60,845.10	56,009.07
May 2022	116.25	87.10	57,184.21	52,632.48
June 2022	94.20	70.15	56,432.65	50,921.22
July 2022	78.95	65.90	57,619.27	52,094.25
August 2022	92.40	75.25	60,411.20	57,367.47
September 2022	99.90	84.60	60,676.12	56,147.23
October 2022	94.00	80.20	60,786.70	56,683.40
November 2022	109.90	82.30	63,303.01	60,425.47
December 2022	97.00	77.00	63,583.07	59,754.10
January 2023	93.40	78.15	61,343.96	58,699.20
February 2023	86.00	70.95	61,682.25	58,795.97
March 2023	80.00	64.75	60,498.48	57,084.91

G. REGISTRAR AND SHARE 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, beetalrta@gmail.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 affected within 15 days from the date of receipt.

Shares held in the dematerialized 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.

H. Distribution of shareholding (as on 31st March, 2023)

Numbers of Equity Shares Held	Shareholders		Share Amount
	Numbers	% age to Total	Rs.	% age
1 to 5000	15160	90.30	20656600.00	9.60
5001 to 10000	891	5.30	6956940.00	3.23
10001 to 20000	382	2.27	5699010.00	2.65
20001 to 30000	126	0.75	3231700.00	1.50
30001 to 40000	47	0.28	1699310.00	0.79
40001 to 50000	37	0.22	1702580.00	0.79
50001 to 100000	67	0.39	4936660.00	2.29
100001 & Above	78	0.46	170097700.00	79.12
TOTAL	16788	100	214980500	100

I. DEMATERIALISATION OF SHARES AND LIQUIDITY

About 95.82% of the shares have been dematerialized as on 31st March 2023 representing 20601021 shares and balance shares are held in physical form.

J. SECRETARIAL AUDIT

A qualified practicing Company Secretary M/s. DMK 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).

L. ADDRESS FOR CORRESPONDENCE:

For any assistance regarding dematerialization 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: investors@ttlimited.co.in or Website: www.ttlimited.co.in

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

M. CREDIT RATING

Company has got the Bank Long rating done from India Rating & Research Private Limited. Current rating assigned is IND BBB-.

N. DETAILS OF FEES PAID/PAYABLE TO THE STATUTORY AUDITORS: –

Particulars	Amount (in Rs)
Statutory Audit*	9,00,000.00
Limited review/Certification/Reimbursement of Exp	50,000.00

10. LEGAL COMPLIANCE & REPORTING:

As required under Regulation 17 (8) of the Listing Agreement, 2015 the Board periodically reviews compliances of various laws applicable to the Company.

The Managing Director and Director (Finance) of the Company give (a) annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of Listing Regulations. (b) Quarterly certification on financial result to the Board in terms of listing Regulations.

11. OTHER DISCLOSURES

Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

No. of Complaints filed during financial year	No. of Complaints disposed of during financial year	No. of Complaints pending as on the end of the financial year
NIL	NIL	NIL

DECLARATION

I, Sanjay Kumar Jain, Managing Director T T Limited declare that all Board Members and Senior Management Personnel have affirmed compliance with ‘Code of Conduct for Board & Senior Management Personnel’ for the year ended 31st March, 2023.

Place: New Delhi

Dated: 17th May, 2023

B FINANCIAL CALENDAR

C BOOK CLOSURE DATES

D DIVIDEND PAYMENT DATE

E. LISTING ON STOCK EXCHANGES

F MARKET PRICE DATA

G. REGISTRAR AND SHARE TRANSFER AGENT

I. DEMATERIALISATION OF SHARES AND LIQUIDITY

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