Your Directors hereby present the 47th Annual Report together with the Audited Accounts
of the Company for the financial year ended 31st March, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS:
The financial highlights for the current year in comparison to the previous year are as
under:
| PARTICULARS |
Current Year |
Previous year |
|
2024-25 |
2023-24 |
| Total Revenue |
- |
4.17 |
| Total Expenditure (before Financial Charges, Depreciation and Taxation) |
30.58 |
38.49 |
| Profit before Financial Charges, Depreciation and Taxation |
(45.98) |
(34.31) |
| Less: Depreciation |
- |
0.064 |
| Less: Financial Charges |
0.059 |
1.28 |
| Profit Before Tax |
(45.98) |
(34.32) |
| Less: Provision for Tax & Deferred Tax |
- |
- |
| Profit After Tax |
(45.98) |
(34.32) |
| Net Loss/profit carried to Balance Sheet |
(45.98) |
(34.32) |
During the financial year 2024-25, the Company has reported a NIL total income due to
the absence of orders as compared to Rs. 4.17 Lakhs in the previous year resulting in a
loss of Rs. 45.98 Lakhsas againsta Rs. (34.32) Lakhs in the previous year.
2. CHANGE IN NATURE OF BUSNIESS:
There is no change in the nature of business of the Company.Based on the experience
gained, the Company has explored various avenues such as supply of designs, drawings and
trading operations of Garcinia, Curcumin and essentialoils. During the year supply of
designs and drawings activitiesincluding Civil construction works have not been carried on
by the Company.
3. DIVIDEND:
In view of the accumulated losses, your Directors did not recommend any dividend for
the financial year ended 31stof March, 2025.
4. TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves during the period under review.
5. EXTRACT OF ANNUAL RETURN:
Copy of the Annual Return is available on the website of the Company at
www.tmtindia.in.
6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:
The following changes took place during the year:
Appointment of Ms. Sonam Jain as the company secretary and compliance officer of the
Company:
During the Financial Year 2024-2025, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have appointed Ms. Sonam Jain as
Company secretary and compliance officer of the Company with effect from 25th April, 2024
at their meeting held on 25th April, 2024.
Appointment of Mr. Mahipal Reddy Saddi (DIN: 02103315) as independent director of
the Company:
During the Financial Year 2024-2025, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have appointed Mr. Mahipal Reddy
Saddi (DIN: 02103315) as Independent Director of the Company for a period of 5 years with
effect from 14th August, 2024 subject to approval of shareholders of the Company and
accordingly resolution proposing approval of shareholders is included along with the
notice convening the Annual General Meeting.
The details of various committees of the Board are given as Annexure - I and
formspart of this report.
7. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy forselection and appointment of Directors and Senior Management personnel
and fixes their remuneration.The detailed Nomination and Remuneration Policy is displayed
on the Company's website viz. www.tmtindia.in.
8. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR:
This Company does not have any Subsidiaries, Associates or Joint Ventures.
9. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no principal or interest
was outstanding as on the date of the Balance sheet.
10. STATUTORY AUDITORS:
M/s. Satish Ramdeni & Co., (FRN: 015229S), Chartered Accountants, Hyderabad were
appointed as Statutory Auditors of the Company for a period of 5 years commencing from the
conclusion of 46th Annual General Meeting till the conclusion of 51thAnnual General
Meeting of the Company. Further Satish Ramdeni & Co., (FRN: 015229S), Chartered
Accountants have confirmed their eligibility to continue as Statutory Auditors of the
Company for the FY 2024-25.
The Independent Auditors report given by M/s. Satish Ramdeni & Co., (FRN: 015229S),
Chartered Accountants, Statutory Auditors of the Company on the Financial Statements of
the Company does not contain any qualification, reservation or adverse remark.
11. REPORTING OF FRAUDS.
During the year under review, there was no instance of fraud, which required the
Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of
the Companies Act, 2013 and the rules made thereunder.
12. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee haveappointed
M/s. Sateesh & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors
for Financial Year 2025-26.
13. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. P. S. Rao& Associates, Practicing Company Secretaries, Hyderabadto
conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report,
pursuant to Section 204(1) of the Companies Act, 2013, for the Financial Year ended 31st
of March 2025, is given in Annexure-II attached hereto and forms part of this Report.
Board of Directors based on the recommendation of Audit Committee has recommended
members approval for appointment of M/s. Sayani & Associates, Company Secretaries as
Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive years, to
hold office from the conclusion of this Annual General Meeting ('AGM') till the conclusion
of 53th Annual General Meeting of the Company. Accordingly, a resolution proposing their
appointment is provided along with the Notice of AGM for approval of members
14. MEETINGS OF BOARD OF DIRECTORS
The number of Board meetings held during the period from 01st of April, 2024 to 31st of
March, 2025 were 05 (five) and the gap did not exceed 120 days.
25.04.2024 30.05.2024 14.08.2024 14.11.2024 13.02.2025
15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149 of the Companies Act, 2013 which have been
relied on by the Company and were placed at the first Board Meeting of the financial year.
The details of familiarization programme imparted to independent Directors is available
at www.tmtindia.in
Meeting of Independent Directors
During the year under review, the Independent Directors met on 13th February, 2025
inter alia, to discuss:
l Evaluation of the performance of Non-Independent Directors and the Board of
Directors as a whole; l Evaluation of the performance of the Chairman of the
Company, taking into account the views of the Executive and Non-Executive Directors.
l 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.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees, Security provided and Investments made during the
Financial Year ended 31st March, 2025 is given in compliance with the provisions of
Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its
Powers) Rules, 2014 and the same is provided in the notes to financial statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties as specified in Section
188 (1) of the Act during the Financial Year 2024-25, except the transactions in the
ordinary course of business and at arm's-length basis.
18. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) 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
/received from the operating Management, your Directors make the following statement and
confirm that
(i) in the preparation of Annual Accounts for the financial year ended 31st March,
2025, the applicable accounting standards have been followed along with the proper
explanation relating to material departures, if any, there from;
(ii) the Directors have 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 the loss
of the Company for that period
(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 Companyand 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
efficiently.
(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.
19 MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of the
Company have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
20. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE
COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE
OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
The Company has risk management mechanism in place which mitigates the risk at
appropriate situations and there are no elements of risk, which in the opinion of Board of
Directors may threaten the existence of the Company.
21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016.
During the year under review, the Company has not filed any application or no
proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
22. DETAILS OF 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.
During the year under review, the Company has not made any one-time settlement while
taking any loans from the Banks or Financial Institutions.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your Company believes in promoting a fair, transparent, ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower Policy
& Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for reporting the
genuine concerns or grievances or concerns of actual or suspected, fraud or violation of
the Company's code of conduct. The said Mechanism is established for Directors and
employees to report their concerns. The policy provides the procedure and other details
required to be known for the purpose of reporting such grievances or concerns.
The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the
Company are posted on the website of the Company www.tmtindia.in.
24. PERFORMANCE EVALUATION:
As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the
Directors individually vis-?-vis the Board and its committees have been carried out.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgments, safeguarding the interest of the
Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The Directors expressed their satisfaction with
the evaluation process.
25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The details regarding Energy Conservation, Technology Absorption, Foreign Exchange
Earnings and Outgo as required by Section 134(3) (m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 are given as Annexure -III and forms part of
this report.
26. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is herewith annexed as Annexure-IV to this report.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of SEBI (Listing Obligation and Disclosure Requirements),
Regulations, 2015, a report on Management Discussion& Analysis is herewith annexed as Annexure
-V to this report.
28. CORPORATE GOVERNANCE:
The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/
POLICY CELL/7/2014 dated 15th September, 2014 and as such this disclosure is
not applicable.
29 ELECTRONIC CONNECTICITY WITH DESIGNATED DEPOSITORY:
The Company has electronic connectivity with the depository i.e., NSDL & CDSL and
the ISIN of the Company is INE182E01010. The members are requested to avail the
facility and lodge their shares for Demat.
30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control
systems comprising of policies and procedures designed to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic goals, compliance
with policies, procedure, applicable laws and regulations, and that all assets and
resources are acquired are used economically.
31. DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY:
The Company does not meet the Criteria as specified in Section 135 of the Companies
Act, 2013 regarding Corporate Social Responsibility (CSR). So, hence complying with
provisions of CSR is not applicable to the Company.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
33. MAINTENANCE OF COST RECORDS:
Company is not required to maintain cost records as specified by the Central Government
under subsection (1) of section 148 of the Companies Act, 2013.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year:
l No. of complaints received: Nil l No. of complaints disposed of: Nil
35. INSIDER TRADING REGULATIONS:
The Company has adopted a 'Code of Conduct to Regulate, Monitor and Report Trading by
Insiders' ("the Code") in accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015 (The PIT Regulations).
The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such
Designated Employees who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for
monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Company has also formulated 'The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the SEBI
(PIT) Amendment Regulations, 2018. This Code is displayed on the Company's website viz.
www.tmtindia.in.
36. ACKNOWLEDGEMENTS:
Your Directors acknowledge the continued support from regulatory, government
authorities, staff, bankers and all the stake holders for their support and cooperation.
|
BY THE ORDER OF THE BOARD |
|
For TMT (India) Limited |
|
Sd/- |
|
T G Veera Prasad |
| Place : Hyderabad |
Chairman & Managing Director |
| Date : 14.08.2025 |
(DIN: 01557951) |
|