DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015. OPERATIONAL REVIEW: Gross revenues increased to Rs. 739323806/-, a growth of around 9.25 % against Rs. 676729086/- in the previous year. Profit before taxation was Rs. 15262218/- against Rs. 13274668/- in the previous year. , the net profit of the Company for the year under review was placed at Rs. 9211107/- as against Rs. 4914242/- in the previous year. DIVIDEND: Your Directors have pleasure in recommending a dividend of Rs. 0.50 per Equity Share on 50, 67,700 Equity shares of Rs 10 each for the financial year ended 31/03/2015. SHARE CAPITAL: The paid up equity capital as on March 31, 2015 was Rs.50677000/-. During the year under review, The Company has not issued shares or granted stock options or any sweat equity. FINANCE: Cash and cash equivalents as at March 31, 2015 was Rs. 21431596/-. DEPOSITS: 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions were not applicable to the Company. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 has been disclosed in Annexure 1 of the Directors Report: DIRECTORS: CESSATION None of the Directors of the company has resigned from the Board during the Financial year ended 31st March 2015. RE-APPOINTMENT Ms Shikha Bagaria Director of the Company, who retires by rotation and, being eligible, offers herself for re- appointment. DECLARATION BY INDEPENDENT DIRECTORS All 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 clause 49 of the Listing Agreement. FORMAL ANNUAL EVALUATION Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board. The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process. MEETINGS During the financial year 31st March, 2015, Seven Board Meetings were held and five Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. INDEPENDENT DIRECTORS' MEETING During the year under review, the Independent Directors met on February 18, 2015, inter alia, to discuss: 1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ; 2. Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors. 3. 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. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 profit or loss account of the Company for the year under review. 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 effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. RELATED PARTY TRANSACTIONS M/s T & I Projects Ltd. an associate company in which Sri Vineet Bagaria is director and relative of Vineet Bagaria, and Sajjan Bagaria is Managing Director (Sri Sangeet Bagaria ) of the T & I Projects Ltd, the said associate company is supplier of the Machinery in which our company does trading activity. The company regularly supplies goods at reasonable market price. Your Board of directors recommends to purchase or sale the goods with the said associate company for maximum amount of Rs. 50 crore in Financial Year 2015-16. Except Sri Vineet Bagaria and Sri Sajjan Bagaria none of the directors and Key managerial personnel of the company and their relatives are concerned or interested with the resolution set out in the Item no. 5 There are no other materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company SUBSIDIARY COMPANIES: The company does not have Subsidiary company. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct". The Code has been posted on the Company's website www.tiglobal.com VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Company have a Whistle Blower Policy and posted on the Company's website www.tiglobal.com <http://www.tiglobal.com>. 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 Company's 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 of Directors and the designated employees have confirmed compliance with the Code of conduct. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to late filing of some forms and non appointment of Company secretary. Company has given news paper publication for fulfillment of vacancy of company Secretary. Further the board took note of the qualification given by Statutory Auditors and secretarial Auditors in their report. However, the company would ensure in future that all the provisions are complied to the fullest extent. AUDITORS: The Auditors of the company M/s. Tiwari & Co. retires at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed their eligibility pursuant to the provisions of Section 139 of the Companies act, 2013 and the rules there under, it is proposed to re-appointment of M/S Tiwari & Co. Chartered Accountant (Firm Registration no. 309112E) as Statutory auditor of the Company from the conclusion of this 25th annual general meeting up to the conclusion of the next (26th) Annual General Meeting. SECRETARIAL AUDIT: The Board had appointed Ms. Smita Sharma & Associates, Company Secretary in whole time practice, to carry out secretarial audit Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure 2" EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 4". BUSINESS RISK MANAGEMENT: Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company. PARTICULARS OF EMPLOYEES: Particulars of Employees pursuant to section 134(3) (q) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. A separate section on corporate governance under the listing agreement, along with a certificate from the auditor confirming the compliance, is annexed and forms part of this Annual report. PREVENTION OF SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment. AUDIT COMMITTEE The Audit Committee of the Board of Directors oversees the financial statements and financial reporting before submission to the Board. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the reports of the internal auditors and statutory auditors. The senior management personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit. At present, there are three members of the Audit Committee, in which all are Independent Directors. NOMINATION AND REMUNERATION COMMITTEE Your Company has reconstituted the NRC of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become directors and who may be appointed as senior management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every director's performance, formulation of Remuneration Policy to include recommendation of remuneration for directors, key managerial personnel and senior management. Remuneration Policy, details of Remuneration and other Terms of Appointment of Directors The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. This Policy inter-alia includes: 1. Criteria of selection of Non-Executive Directors Non Executive Directors will be selected on the basis of identification of industry/ subject leaders with strong experience. The advisory area and therefore the role may be defined for each independent director; The Nomination and Remuneration Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013. In case of appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively. 2. Remuneration The Independent Directors shall be entitled to receive remuneration by way of sitting fees for each meeting of the Board or Committee of the Board attended by them, or such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In addition, Independent Directors shall be entitled to receive reimbursement of expenses for participation in the Board / Committee meetings. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). ACKNOWLEDGEMENTS: Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co- operation and assistance. By order of the Board of Directors For T & I Global Limited Sajjan Bagaria Executive Chairman (DIN: 074501) Place: Kolkata Dated: 14th August, 2015 |