Dear Members,
The Board of Directors ("Board") of TCC Concept Limited
("Company") takes pleasure in presenting their 40th Board's Report on the
business and operations of your Company for the financial year ended March31, 2025. This
Report is being presented along with the audited standalone and consolidated financial
statements for the financial year ended March31, 2025.
FINANCIAL HIGHLIGHTS
The financial summary on standalone and consolidated basis for the
financial year ended March31, 2025 and a comparison with the previous year is as follows:
|
Standalone |
Consolidated |
| Particulars |
For the year ended 31st March, 2025 |
For the year ended 31st March, 2024 |
For the year ended 31st March, 2025 |
For the year ended 31st March, 2024 |
| Revenue from operations |
2,217.07 |
480.42 |
8,322.24 |
7,715.23 |
| Other Income |
245.73 |
8.46 |
632.89 |
91.12 |
| Total Income |
2,462.80 |
488.88 |
8,955.13 |
7,806.35 |
| Expenditure |
767.73 |
408.68 |
3,459.70 |
5,065.00 |
| Profit / (Loss) for the year Before Tax |
1,695.07 |
80.20 |
5,495.43 |
2,703.90 |
| Less: Tax Expenses |
429.63 |
21.31 |
1,283.38 |
675.43 |
| Add: Other Comprehensive Income |
- |
- |
0.23 |
(0.36) |
| Net Profit/(Loss) After tax |
1,265.44 |
58.88 |
4,212.28 |
2,028.11 |
The Standalone and the Consolidated Financial Statements for the
Financial Year ended March31, 2025, forming part of this Annual Report, have been prepared
in accordance with Ind AS notified under Section 133 of the Companies Act, 2013 ("the
Act") and other relevant provisions of the Act.
NUMBER OF MEETINGS OF THE BOARD
The Company holds at least four Board Meetings in a year, one in each
quarter. All the decisions and urgent matters approved by way of circular resolutions are
placed and noted at the subsequent Board Meetings. During the financial year under review,
8 (Eight) meetings of the Board were held. The particulars of the meetings held along with
attendance of each Director are detailed in the Corporate Governance Report and hence, are
not disclosed in the directors report.
STATE OF COMPANY'S AFFAIRS
(a) Based on Standalone financials
During the year under review, the Company has achieved turnover of Rs.
2,217.07 Lakh as against the turnover of Rs 480.42 Lakh in the previous financial year.
After deducting total expenditure aggregating to Rs.767.73 Lakh, the Company has earned
profit after tax of Rs.1,265.44 Lakh as against profit of Rs.58.90 Lakh of the previous
financial year.
(b) Based on Consolidated financials
During the year under review, the Company has achieved turnover of
Rs.8,322.24 Lakhas against the turnover of Rs. 7,715.23 Lakh in the previous financial
year. After deducting total expenditure aggregating to Rs.3,459.70 Lakh, the Company has
earned profit after tax of Rs. 4,212.28 Lakh as against profit of Rs. 2,028.11 Lakh of the
previous financial year.
THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
During the financial year under review, the Company has transferred an
amount of Rs. 1,265.45 Lakh to its reserves and is duly disclosed in Balance Sheet and
Notes to Balance Sheet forming part of Financial Statements.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes or commitments affecting the
financial position of the Company between the end of the financial year to which these
financial statements pertain and the date of this Report.
SIGNIFICANT EVENTS DURING THE YEAR UNDER REVIEW
1. Raising of funds by issuance of Equity Shares by way of
preferential issue.
The Company has issued 10,00,000 Equity Shares having face value of Rs.
10 each at an issue price of Rs. 275 per share to the non-promoters and raised Rs. 27.5
Cr. by way of preferential issue.
2. Conversion of Compulsory Convertible Debentures
("CCDs") into Equity shares of the Company
The Company has converted 24,988 CCDs into 6,99,664 Equity shares
having face value of Rs. 10 each as per the approved conversion ratio 28:1 to
non-promoters.
3. Acquisition of NES Data Private Limited (formerly known as
Natural Environment Solutions Private Limited):
Your Company has acquired 98.78% stake in NES Data Private Limited by
way of SWAP of equity shares and allotted 1,29,38,448 equity shares of the Company in
consideration other than cash.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Investments and Guarantees, covered under the
provisions of Section 186 of the Act are given in the Note No. 36 to the Financial
Statements.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY
The Company is exposed to inherent uncertainties owing to the sectors
in which it operates. A key factor in determining a Company's capacity to create
sustainable value is the risks that the Company is willing to take (at strategic and
operational levels) and its ability to manage them effectively. Many risks exist in a
Company's operating environment and they emerge on a regular basis. The
Company's Risk Management processes focuses on ensuring that these risks are
identified on a timely basis and addressed. The Company is well aware of the above risks
and as part of business strategy has a robust risk management framework to identify,
evaluate and mitigate business risks with timely action. This framework seeks to enable
growth, create transparency, minimize adverse impact on the business objectives and
enhance the Company's competitive advantage by undertaking effective steps to manage
risks.
The Board approved Enterprise Risk Management Policy is in place and
the same is reviewed periodically by the Board of Directors, to establish appropriate
system and procedures to mitigate all risks faced by the Company.
The Enterprise Risk Management policy of the Company is available on
the website at https://tccltd.in/investor-relations/policies/.
CHANGE IN THE NATURE OF BUSINESS
There is no material change in the nature of business carried on by the
Company during the financial year ended March31, 2025.
CAPITAL STRUCTURE
Authorized Share Capital
The authorized share capital of the Company as on March31, 2024, stood
at Rs. 25,00,00,000 (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore
Fifty Lakh) equity shares of Rs. 10 (Rupees Ten only) each.
During the financial year 2024-25, the authorized share capital of the
Company has been increased from Rs. 25,00,00,000 (Rupees Twenty-Five Crore only) divided
into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10 (Rupees Ten only) each, to
Rs. 40,00,00,000 (Forty Crore only) divided into 4,00,00,000 (Four Crore) equity shares of
Rs. 10 (Rupees Ten only) each.
Paid-up Share Capital
The paid-up share capital of the Company as on March31, 2024, stood at
Rs. 21,03,43,960 (Rupees Twenty-One Crore Three Lakh Forty-Three Thousand Nine Hundred and
Sixty only), divided into 2,10,34,396 (Two Crore Ten Lakh Thirty-Four Thousand Three
Hundred and Ninety-Six) equity shares of Rs. 10 (Rupees Ten only) each.
During the financial year 2024-25, the Company has made the following
allotments: (i) Allotment of 10,00,000 equity shares having face value of Rs. 10 each at
an issue price of Rs. 275 per share in accordance with the special resolution passed by
the shareholders in the Extra-ordinary General Meeting of the Company held on March18,
2024.
(ii) Allotment of 6,99,664 equity shares having face value of Rs. 10
each by converting 24,998 Compulsorily Convertible Debentures as per the approved
conversion ratio of 28:1. (iii) Allotment of 1,29,38,448 equity shares having face value
of Rs. 10 each at an issue price of Rs. 352 per share on preferential basis by swap
against 15,702 equity shares of NES Data Private Limited (Formerly known as Natural
Environment Solutions Private Limited) at a ratio of 824:1 in accordance with the special
resolution passed by the shareholders in the Extra-ordinary General Meeting of the Company
held on August 23, 2024.
As on March31, 2025 the paid-up share capital of the Company stood at
Rs. 35,67,25,080 (Rupees Thirty-Five Crore Sixty-Seven Lakh Twenty-Five Thousand and
Eighty only), divided into 3,56,72,508 (Three Crore Fifty-Six Lakh Seventy-Two Thousand
Five Hundred and Eight) equity shares of Rs. 10 (Rupees Ten only) each.
Further, during the year under review, the Company had neither issued
any equity shares with differential rights as to dividend, voting rights or otherwise nor
had issued sweat equity shares to its directors or employees.
SHARE WARRANTS
As on March31, 2025, there were no outstanding share warrants of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:
The Company's Board is an optimum mix of Executive, Non-Executive,
Independent and Woman Directors. As on March31, 2025, the composition of Board was as
under:
| Name of the Director |
Category of Directorship in the Company |
| Mr. Umesh Kumar Sahay |
Chairman and Managing Director |
| Mr. Abhishek Narbaria |
Non-Executive, Non-Independent Director |
| Mr. Nikhil Dilipbhai Bhuta |
Non-Executive, Non-Independent Director |
| Mr. Rajesh Chandrakant Vaishnav |
Non-Executive, Independent Director |
| Mrs. Gayathri Shrinivasan Iyer |
Non-Executive, Independent Director |
| Mr. Mangina Srinivas Rao |
Non-Executive, Independent Director |
During the year under review, following changes took place on the board
of the company:
| Name |
Designation |
Appointment/Resignation/ Change in Designation |
Date |
| Mr. Kunaal Deepak Agashe |
Independent director |
Resignation |
14-08-2024 |
| Mr. Mangina Srinivas Rao |
Independent Director |
Appointment |
05-09-2024 |
Further, Mr. Abhishek Narbaria (DIN: 01873087) who retired by rotation
been eligible to be reappointed as a dircetor at the Annual General Meeting, was
re-appointed as Non-Executive, Non-Independent Director of the Company.
In the opinion of the Board, all the directors possess the requisite
qualifications, experience, expertise, proficiency and hold high standards of integrity.
Further, all the Directors of the Company have also given declaration that they are not
disqualified from holding the office of Director by virtue of any SEBI Order or any other
such authority.
There were no changes in the Composition of Directorship from the
closure of financial year and up to the date of this report.
Key Managerial Personnel:
During the year under review as on the date of this report, the
following changes took place in Key Managerial Personnel of the Company.
| Name |
Designation |
Appointment/Resignation/ Change in Designation |
Date |
| Mr. Vishal Omprakash Sharma |
Chief Financial Officer (CFO) |
Resignation |
14-11-2024 |
| Mr. Rahul Jashvant Shah |
Chief Financial Officer (CFO) |
Appointment |
14-11-2024 |
| Ms. Divya Reejwani |
Company Secretary & Compliance Officer |
Resignation |
24-05-2025 |
| Ms. Isha Arora |
Company Secretary & Compliance Officer |
Appointment |
25-05-2025 |
Other details of the Directors on the Board such as:
I. the number of other Directorships, Committee
Chairmanships/Memberships held by the Directors in other Companies; II. names of other
Equity Listed Companies (in any), where the Directors of the Company hold directorships,
along with the category of such Directorships, are disclosed in the ‘Corporate
Governance Report' of the Company for the year under review, which forms part of this
Board's Report.
Further, details with respect to the meetings of the Board, its
committees and remuneration of Directors etc. are also disclosed in the ‘Corporate
Governance Report' of the Company for the year under review, which forms part of this
Board's Report.
DEPOSITS
The Company has not accepted any fixed deposits within the meaning of
Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, and
as such, no amount principal or interest on deposits from public was outstanding as on the
date of the balance sheet.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
During the year under review, no significant and material orders have
been passed by the regulators or courts or tribunals impacting the going concern status
and company's operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statement, across the organization. The same is subject to review
periodically by the internal audit department for its effectiveness. During the financial
year, such controls were tested and no reportable material weakness in the design or
operations were observed.
INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a gender neutral Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at its workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there
under for prevention and redressal of complaints of sexual harassment at workplace. The
Company has a framework for employees to report sexual harassment cases at workplace and
the process ensures complete confidentiality of information. The Company has complied with
the provision relating to the constitution of Internal Complaints Committee (IC Committee)
under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The IC Committee includes external member with relevant experience
and majority of the members of the IC Committee are women. Thorough investigation of each
case are conducted by the IC Committee and thereafter decisions are made. The role of the
IC Committee is not restricted to mere redressal of complaints but also encompasses
prevention and prohibition of sexual harassment. During the period under review, no
complaints were received from employees in this regard.
| Particulars |
Details |
| Number of complaints of sexual harassment received in the
year |
NIL |
| Number of complaints disposed off during the year |
NIL |
| Number of cases pending for more than ninety days |
NIL |
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE
PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961
The Company affirms that it is fully compliant with the provisions of
the Maternity Benefit Act, 1961, including all applicable amendments thereof. During the
year under review, the Company has ensured that all eligible female employees were granted
maternity benefits in accordance with the provisions of the Act. There were no instances
of non-compliance or complaints reported under the Maternity Benefit Act, 1961 during the
reporting period.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
There were no proceedings, either filed by the Company or against the
Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National
Company Law Tribunal or any other courts as on March31, 2025.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There was no instance of one-time settlement with any Bank or Financial
Institution, during the period under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into any related party transaction as
provided in sub-section (1) of section 188 of the Companies Act, 2013 which is not in its
ordinary course of business or not on arm's length basis. Hence, in accordance of
proviso four of sub-section (1) of section 188 of the Act, the sub-section (1) of section
188 of Act, 2013 is not applicable for the financial year.
The policy in Related Party Transactions is uploaded on the
Company's website i.e. https://tccltd.in/investor-relations/policies/.
In compliance with the requirement of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") names of related parties and details of transactions with them have
been included in Note nos. 34 and 40 to the standalone and consolidated financial
statements, respectively, forming part of this Integrated Annual Report.
DIVIDEND
Keeping in view the current financial position of the Company, Board of
Directors of the Company, has decided not to recommend any dividend for the Financial Year
ended March31, 2025.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return of the Company is
available on the Company's website under the web link
https://tccltd.in/investor-relations/ annual-return/.
PARTICULARS OF EMPLOYEE, DIRECTORS AND RELATED DISCLOSURES
The statement containing particulars of employees, as required under
Section 197 of the Companies Act, 2013, read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is as follows, however, in terms of
Section 136 of the Companies Act, 2013, the Annual Report is being sent to the
shareholders and others entitled thereto, excluding details of top ten employees in terms
of remuneration drawn, which is available for inspection by the shareholders at the
Registered
Office of your Company during business hours on working days of your
Company. If any shareholder is interested in obtaining a copy thereof till the date of
Annual General Meeting, such shareholder may write to the Company Secretary at
compliance@tccltd.in in this regard.
Details pertaining to remuneration as required under section 197(12) of
the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
The remuneration given is as per the remuneration policy of the
Company.
The Remuneration policy is uploaded on the Company's website i.e.
https://tccltd.in/investor-relations/policies/.
The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2024-25, ratio of
the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2024-25 are as under:
| Sr. No. Name of Director/ KMP and Designation |
Remuneration of Director/ KMP for
financial year 2024-25 (in Lakh) |
% Increase/ (Decrease) in Remuneration in
the Financial Year 2024-25 |
Ratio of remuneration of each Director/
to median remuneration of employees |
| 1 Mr. Umesh Kumar Sahay, Managing Director |
60.00 |
500% |
13.32:1 |
| 2 Mr. Abhishek Narbaria, Non-executive Director |
60.00 |
500% |
13.32:1 |
| 3 Mr. Nikhil Dilipbhai Bhuta, Non-executive Director |
0.00 |
Nil |
0 |
| 4 Mr. Rajesh Chandrakant Vaishnav, Independent Director |
4.70 |
14.63% |
1.04:1 |
| 5. Mr. Kunaal Deepak Agashe, Independent Director* |
0.90 |
-57.14%* |
0.20:1 |
| 6 Ms. Gayathri Srinivasan Iyer, Independent Director |
4.70 |
4.25 |
1.04:1 |
| 7 Mr. Mangina Srinivas Rao, Independent Director@ |
1.50 |
NA |
0.33:1 |
| 8 Mr. Rahul Jashvant Shah#, Chief Financial Officer |
14.91 |
NA# |
3.31:1 |
| 9 Ms. Divya Reejwani, Company Secretary |
2.40 |
NIL |
0.53:1 |
* Ceased to be Director w.e.f. August 14, 2024.
@ Appointed as Independent Director w.e.f September 05, 2024.
# Appointed as Chief Financial Officer w.e.f November 14, 2025.
(a) The median remuneration of employees of the Company during the
financial year was Rs. 4,50,594 per year. (b) The percentage increase in the median
remuneration of employees in the financial year was 87.74%. (c) There were 4 permanent
employees on the payroll of the Company as on March31, 2025.
The total number of permanent employees on the payroll of the TCC
Group, including its subsidiaries, were 59.
In reference to the percentage increase in the remuneration of Mr.
Umesh Kumar Sahay and Mr. Abhishek Narbaria, it is hereby noted that the remuneration of
the aforesaid directors was duly approved by the shareholders of the Company at the
General Meeting held on March30, 2023 and September 30, 2024. The year-wise details of the
remuneration so approved and the actual remuneration drawn are set out hereunder.
|
Financial Year 2024-25 |
Financial Year 2023-24 |
| Name of the Director |
Approved Remuneration |
Actual Drawn |
Approved Remuneration |
Actual Drawn |
| Mr. Umesh Kumar Sahay |
Rs. 90,00,000/- plus performance incentive not exceeding 5%
of net profit of the Financial year. |
Rs. 60,00,000 |
Rs. 60,00,000/- plus performance incentive not exceeding 5%
of net profit of the Financial year |
Rs. 10,00,000 |
| Mr. Abhishek Narbaria |
Rs. 90,00,000 plus performance incentive not exceeding 3 % of
net profit of the Financial year. |
Rs. 60,00,000 |
Rs. 60,00,000/- plus performance incentive not exceeding 3 %
of net profit of the Financial year |
Rs. 10,00,000 |
It is further clarified that both Mr. Umesh Kumar Sahay and Mr.
Abhishek Narbaria have drawn only a part of their approved remuneration in both the
financial years, with the amounts being well within the limits approved by the
shareholders. The apparent increase in remuneration in the current financial year is
attributable to the drawal of a higher portion of the approved remuneration and not due to
any enhancement in the quantum of remuneration as approved by the shareholders.
AUDITORS
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act the members at the
38th Annual General Meeting (‘AGM'), held on 29/09/2023, appointed M/s. Mehra
Goel & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office
for their first term of 5 (five) consecutive years commencing from the conclusion of 38th
AGM till the conclusion of 43rd AGM of the Company to be held in the financial year
2028-29.
Secretarial Auditors
Mr. Chirag Sachapara, Proprietor of M/s. Sachapara & Associates,
Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the
Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules
framed thereunder. The Secretarial Audit Report for the Financial Year 2024-25 forms part
of this report as Annexure-1.
EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDIT REPORT
The Statutory Auditors' Report for the financial year ended
March31, 2025 does not contain any qualification, reservation, or adverse remark. The
report is enclosed with the financial statements in the Integrated Annual Report.
EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS
SECRETARIAL AUDIT REPORT
Point-wise explanation or comment on qualification, reservation or
adverse remark or disclaimer made by the Secretarial Auditor in its report is as follows:
| Observation |
Explanation |
| Intimation of closure of trading window for Quarter ended on
30.09.2024 is given in XBRL format on BSE portal but not given in PDF format. |
Response to Observation: We acknowledge that the
corresponding intimation in PDF format was inadvertently not filed. |
|
Reason for non filing: The Company would like to
clarify that the intimation for closure of the trading window for the quarter ended 30th
September, 2024 was duly submitted to BSE Limited in XBRL format within the prescribed
timeline and is available in the public domain. |
|
Action taken: The Company will ensure that such
oversight does not recur in the future. |
The Secretarial Audit Report of the Material Subsidiary Company i.e.
Brantford Limited is annexed herewith as Annexure-2 to the Report. Point-wise
explanation or comment on qualification, reservation or adverse remark or disclaimer (if
any) made by the Secretarial Auditor in its report is as follows:
1. Brantford Limited
| Observation |
Explanation |
| NIL |
NIL |
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the period under review, none of the auditors, viz. Statutory
Auditors and Secretarial Auditors have reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed by or against the Company by its
officers or employees, the details of which would require the disclosure in the
Board's Report.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they meet the criteria of
independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the
Listing Regulations. As per Regulation 25(8) of the Listing Regulations, the Independent
Directors have also confirmed that they are not aware of any circumstance or situation
that exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence and that they have registered themselves as an Independent Director in the data
bank maintained with the Indian Institute of Corporate Affairs.
Further, the Board members are satisfied with regard to integrity,
expertise, experience and proficiency of the Independent Directors of the Company.
The Board has taken on record the declarations and confirmations
submitted by the Independent Directors after undertaking due assessment of the veracity of
the same.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has formulated an effective Whistle Blower Mechanism and a
policy that lays down the process for raising concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Ethics & Conduct. Your
Company hereby affirms that no Director/Employee has been denied access to the Chairperson
of the Audit Committee. No complaint was received through the said mechanism during the
year under review.
The copy of Vigil Mechanism/Whistle Blower Policy is hosted on the
website of the Company under the web-link:https://tccltd.in/ investor-relations/policies/
COMPLIANCE OF THE SECRETARIAL STANDARDS
During the period under review, the Company has complied with the
applicable provisions of Secretarial Standards on Meetings of the Board of Directors
(SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India and notified by Ministry of Corporate Affairs in terms of the provisions of Section
118 of the Act.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board has adopted the Nomination and Remuneration Policy of the
Company pursuant to the provisions of Section 178(3) of the Act and the Listing
Regulations. The Policy includes laying down criteria for identifying persons who are
qualified to become Directors, Key Managerial Personnel (‘KMP'), Senior
Management Personnel and Other Employees of the Company, laying down criteria to carry out
evaluation of every Director's performance, determining the composition and level of
remuneration, including reward linked with the performance, which is reasonable and
sufficient to attract, retain and motivate Directors, KMPs, Senior Management Personnel
and Other Employees to work towards the long term growth and success of the Company.
The Nomination and Remuneration Policy of the Company is available on
the Company's website under the web link https://
tccltd.in/investor-relations/policies/
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Considering the nature of the Company's business activities, the
provisions relating to disclosure of particulars regarding conservation of energy and
technology absorption, as stipulated under Rule 8 of the Companies (Accounts) Rules, 2014,
read with Section 134(3)(m) of the Act, are not applicable to the Company.
Foreign exchange earnings and Outgo-
With regard to foreign exchange earnings and outgo for the current year
2024-25 the position is as under:
|
Financial year ended |
| Particulars |
March31, 2025 |
March31, 2024 |
| Income in foreign currency |
NIL |
NIL |
| Expenditure in foreign currency |
NIL |
NIL |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
For the financial year 2024–25, the provisions of section 135 of
the Act were not applicable to the Company on Standalone basis. However, for the financial
year 2025–26, the Company falls within the ambit of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the
Company shall develop, formulate, and implement its Corporate Social Responsibility (CSR)
policy and related initiatives during the financial year 2025–26.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on the end of financial year, details of subsidiaries, joint
ventures and associate companies is as follows:
| Sr. No. Name of Entity |
Relation |
| 1 Brantford Limited |
Wholly -owned Subsidiary |
| 2 Synthar Data Storage Private Limited (Formerly known as EMF
Clinic Private Limited) |
Wholly -owned Subsidiary |
| 3 Altrr Software Services Limited |
Wholly -owned Subsidiary |
| 4 NES Data Private Limited1 |
Subsidiary |
1Become subsidiary w.e.f. 23rd August, 2024
A separate statement containing the salient features of financial
statements of subsidiaries/joint venture/associate companies of the Company in the
prescribed Form AOC – 1 in compliance with Section 129 (3) and other applicable
provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014
forms part of the Annual Report.
The said Form also highlights the financial performance of each of the
subsidiaries included in the Consolidated Financial Statements (CFS) of the Company
pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.
In accordance with Section 136 of the Act, the financial statements of
the subsidiary and associate companies are available for inspection by the members at the
Registered Office of the Company during business hours on all working days up to the date
of the Annual General Meeting of the Company i.e. any member desirous of obtaining a copy
of the said financial statements may write to the Company Secretary at the Registered
Office of the Company.
The financial statements including the CFS, and all other documents
required to be attached to this report have been uploaded on the website of the Company at
https://tccltd.in/.
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
OF THE INDEPENDENT DIRECTOR
In the opinion of the Board all the Independent Directors, including
Independent Directors appointed during the year, if any, are persons of integrity and has
expertise and experience in relevant field. Further, all the independent directors have
cleared proficiency self-assessment test conducted by the Indian Institute of Corporate
Affairs.
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
The Board has adopted a formal mechanism for evaluating its performance
and as well as of its Committees and individual Directors, including the Chairperson of
the Board. The detailed process in of annual evaluation of the performance of the Board,
its Chairperson, its Committees and of individual Directors has been made available in the
Corporate Governance Report forming an integral part of this Board's Report.
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of section 148 of the Act.
COMMITTEES OF THE BOARD
The Board of Directors have constituted the following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The detailed disclosures about the composition, terms of reference and
meetings of the committees are provided in the Corporate Governance Report, attached as Annexure
3.
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of sub-section (5) of section 134 of
the Act the Board hereby state that-(a) in the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper explanation relating
to material departures; (b) 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 and of the profit and loss of the company for that period; (c) the
directors had 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;
(d) the directors had prepared the annual accounts on a going concern
basis; (e) 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; and (f) 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.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report pursuant to Part C of Schedule V of the
Listing Regulations is attached to this report as Annexure-3.
COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER
Compliance Certificate by Chief Financial Officer pursuant to
regulation 17(8) and Part B of Schedule II of the Listing Regulations is attached to this
report as Annexure-4.
DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT
The Company has received confirmations from all the Board of Directors
as well as Senior Management Executives regarding compliance of the Code of Conduct during
the year under review. A declaration by the Managing Director affirming compliance of
Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-5.
COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY
Compliance Certificate regarding compliance of conditions of Corporate
Governance by Practicing Company Secretary pursuant to Part E of Schedule V of the Listing
Regulations is attached to this report as Annexure-6.
MANAGEMENT DISCUSSION AND ANALYSIS
ManagementDiscussionandAnalysispursuanttoPartBofSchedule V of the
Listing Regulations form part of the Annual Report.
ACKNOWLEDGEMENTS
Your directors would like to express their sincere appreciation to it
Members, financial institutions, bankers and business associates, Government authorities,
customers and vendors for their co- operation and support and looks forward to their
continued support in future. Your directors also place on record, their deep sense of
appreciation for the committed services by the employees of the Company.
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