TO THE SHAREHOLDERS.
Dear Members,
Your Directors have pleasure in presenting to you the 79th Annual
Report of the Company together with the audited accounts for the year ended 31st March,
2023:
FINANCIAL SUMMARY
|
YEAR ENDED |
YEAR ENDED |
YEAR ENDED |
Particulars |
31.03.2023 |
31.03.2023 |
31.03.2022 |
|
(Standalone) |
(Consolidated) |
(Consolidated) |
Total Income |
738.93 |
736.94 |
443.97 |
Less: Administrative & Other Expenses |
997.62 |
1129.22 |
756.99 |
Cash Profit/(Loss) |
(258.69) |
(392.28) |
(313.02) |
Less: Depreciation |
19.48 |
37.24 |
17.30 |
Profit/ (Loss) before Exceptional items and Tax |
(278.17) |
(429.52) |
(330.32) |
Exceptional Items |
- |
- |
257.81 |
Pro_/(Loss) before Tax |
(278.17) |
(429.52) |
(588.13) |
Less: Provision for Income Tax |
|
|
|
|
(1.59) |
(2.36) |
(0.21) |
(Current and Deferred Tax) |
|
|
|
Profit/ (Loss) after Tax |
(276.58) |
(427.16) |
(587.92) |
Add: Other Comprehensive Income/(Loss) |
- |
- |
- |
|
|
(330.11) |
(587.92) |
Net Profit/(Loss) for the year |
|
|
|
Attributable to owners of the Company |
|
(400.43) |
(513.70) |
|
(276.58) |
|
|
Attributable to non-controlling interests |
|
|
|
|
|
(26.73) |
(74.22) |
SUMMARY OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
Your Company during the FY 2022-2023 recorded a highest turnover in
recent previous years with its business of setting up and commissioning of Solar Power
plants, the trading business of medical diagnostic products and Manufacture of Cattle
Feed. Your Company has recorded a total sales turnover of Rs.738.93 lakhs in the FY
2022-2023. With regard to Chemical Manufacturing business, the production remains
suspended in our Tuticorin unit, since April 2012 because of financial constraints and
scarcity of raw materials. e manufacturing activities at the Mettur Unit also remains
suspended.
For Kalamassery unit, your Company is also looking into the
possibilities of property development at Kalamassery land with other credible developers,
after repayment of the project advance from Godrej Properties Limited, received in the
year 2008. Simultaneously the company is in the process of boosting the operations by
taking up appropriate new business activities like done during the last 2-3 years, i.e.
Healthcare, EdTech, Solar power plants installation and commissioning. e Company during
the year has amended its Memorandum of Association to do business of Development of
townships, construction of residential/ commercial premises, recreational facilities and
allied infrastructures or any other revenue generating projects including by way of
partnership or joint venture with third party in addition to the present business. e
Company during the year has incorporated two wholly owned subsidiaries- TCM Properties Pvt
Ltd and TCM Solar Pvt Ltd, to do small property development and solar projects
respectively, under it.
CONSOLIDATED FINANCIAL STATEMENTS
According to the provisions of Section 129 of the Companies Act 2013
and Indian Accounting Standards (Ind AS 110), the consolidated audited financial
statements are provided in the Annual Report. e standalone financial statements of the
subsidiary companies of TCM Limited as on 31st March 2023 have been displayed at the
website of TCM Limited (www.tcmlimited.in).
SUBSIDIARY COMPANIES
TCM Limited has four subsidiaries, viz. iSpark Learning Solutions Pvt
Ltd, TCM Healthcare Private Ltd, TCM Properties Pvt Ltd and TCM Solar Private Ltd. Two
wholly owned subsidiaries- TCM Properties Pvt Ltd and TCM Solar Pvt Ltd were incorporated
during the current financial year, to do small property development and solar projects
respectively, under it A Statement containing the salient features of the financial
statement of the Subsidiaries in Form AOC-1 is attached to this report as Annexure A.
DIVIDEND
e Directors are not in a position to recommend payment of any dividend
to the members for the year ended 31st March, 2023 as the company has made losses during
this period, and it is not in a position to pay dividend for the FY 2022-2023, though the
turnover has increased. e company has been making losses for the past few years, except in
the financial year 2019-20 and financial year 2020-21, when the company made profits. e
Company incurred loss during the year as a result of higher operational expenses for the
upcoming new solar projects, healthcare business and EdTech business.
RIGHTS ISSUE
e Board of Directors on 07th October 2021 had authorized the Company
for Rights Issue up to Rs. 25 Crore. As per the undertaking dated 03rd November 2021, the
promoters/ promoter group for the subscription to the full extent of their Rights
Entitlement in the Issue, and the equity shares offered that remain unsubscribed and their
request for adjustment of their subscription towards the rights issue against unsubscribed
shares and for adjustment of their subscription towards the rights issue against the
unsecured loans up to an amount of Rs.5,00,00,000/- (Rupees Five Crore) already advanced
to our Company, TCM Ltd and appearing outstanding/ pending in the books of the Company as
on 31st October 2021 and further to the in principle approval of the Dra_ Letter of Offer
(DLoF) by the BSE Ltd vide their e-letter No.DCS/RIGHT/KK/ FIP/1748/2021-22, Dated 22nd
December 2021, the Board approved the same on 21st April 2022 meeting. On 21st April 2022,
the Board approved issue of 40,78,842 equity shares of face value Rs.10/- each, at an
offer price of Rs.25/- (Twenty Five) for each fully paid equity share (including a premium
of Rs.15/- per share), 100% payable on application, such that the aggregate value
(including premium) does not exceed Rs.1019.71 lacs. e Basis of offer was Six (6) Rights
Equity Share for every Five(5) fully paid up Equity Shares (i.e., 6:5) held on the Record
Date. e Record date for Rights share eligibility was 27th April 2022. e issue opened for
subscription on 12th May 2022 and closed for subscription on 26th May 2022. e Board
allotted 40,78,842 fully paid up Equity Shares each amount aggregating to Rs.1019.71 lacs.
Pursuant to the allotment, the paid up equity capital of the Company has increased from
Rs.3,39,90,350/- comprising of 33,99,035 fully paid up Equity Shares of Rs.10/- each to
Rs.7,47,78,770/- comprising of 74,77,877 fully paid up Equity Shares of Rs.10/- each.
Your Board wishes to thank all the shareholders for the good response
to the Rights issue, which was fully subscribed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mrs. Rani Jose (DIN: 00614349), Non-Executive Non-Independent
Woman Director, retires by rotation at the ensuing Annual General Meeting and being
eligible has offered herself for reappointment. Additionally, Mr. Joseph Varghese
(DIN:00585755), Managing Director completes his term of five years on 30th September 2023
seeks re-appointment as the Managing Director of the Company for another term of five
years, with effect from 01st October 2023 in the ensuing Annual General Meeting. e Company
in its 78th AGM held in the year 2022 had appointed Mr. Ramesh Babu (DIN:02382063) as an
Executive Director of the Company, liable to retire by rotation and he continues in office
for the FY 2022-23 from the date of their appointment. Also, during the FY 2022-23, two
Independent Directors, CS Sreenivasa Bhat S (DIN:09841548) and Mr. Bobby John
(DIN:09843166) were appointed in the Board Meeting held on 31st December 2022 and their
appointment was confirmed by the shareholders in the EGM held on 25th March 2023. e Board
had appointed Mr. Gokul V. Shenoy as the Company Secretary and Mr. M.P. Mohanan as the
Chief Financial Officer of the Company during the previous FY 2018-2019 and they continue
to hold office for the FY 2022-2023. e Company is in compliance with Section 203 of the
Companies Act, 2013. e Independent Directors have submitted declarations that each of them
meets the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed there under and Regulation 16 (1) (b) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. ere has been no
change in the circumstances which may affect their status of independence.
ANNUAL EVALUATION
e Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors on the basis of inputs from all the
directors on criteria such as Board composition and structure, meeting procedures and
functioning, etc. A meeting of independent Directors, evaluated the performance of
non-independent directors, the board as a whole. e Board expressed its satisfaction of the
evaluation process and outcome.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to their best of their knowledge and ability, confirm that: I. In preparing the
Annual Accounts for the year ended 31.03.2023, the applicable accounting standards have
been followed and there are no material departures from the same. II. ey 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 and of the profit or loss of the Company
for the year ended on that date. III. ey have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities. IV. ey have prepared the accounts on a going
concern basis.
V. ey have laid down internal financial controls to be followed by the
company and that such controls are adequate and operating effectively and VI. ey have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors and external consultants and reviews performed by the
management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company's internal financial controls were adequate and
effective during the financial year 2022-23.
LISTING
e shares of the company are listed at the Bombay Stock Exchange. e
listing fees has been paid up to Financial Year 2023-2024. e stock code of the Company at
BSE is 524156.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS
e Company has complied with the corporate governance regulations of the
SEBI Listing Regulations 2015 and the report on corporate governance is annexed together
with management discussion and analysis.
EXTRACT OF ANNUAL RETURN
e extract of annual return for the year ended 31.03.2023 in the
prescribed format (MGT-9) is annexed (Annexure B). e same shall be available in the
website of the Company www. tcmlimited.in.
AUDITORS AND AUDIT REPORT
S G M & Associates LLP, Chartered Accountants, Bangalore were
appointed as the new Statutory Auditors in the AGM held on 29th September 2022 for a
continuous period of 5 years and are to continue in office till the conclusion of the AGM
to be held in the year 2027. e Audit Report for the year does not contain any
qualification or adverse remarks or disclaimers on the Financial Statements of the Company
for the Financial Year ended 31st March 2023.
SECRETARIAL AUDIT REPORT
M/s. JKM Associates, Company Secretaries, Ernakulam were appointed as
secretarial auditors of the company and their report in terms of section 204 of the
Companies Act, 2013 is attached. eir report for the year does not contain any
qualifications.
AUDIT COMMITTEE
e composition and details of meetings of the audit committee are
included in the corporate governance report. ere was no recommendation of the audit
committee that was not accepted by the board.
MEETING OF THE BOARD
Ten meetings of the board were held during the year. Details are
included in the corporate governance report.
SECRETARIAL STANDARDS
e Company has complied with all the provisions of applicable
Secretarial Standards issued by Institute of Company Secretaries of India and notified by
the Ministry of Corporate Affairs, Government of India.
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
As required under Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given as Annexure C.
PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186
No loan was given or guarantee provided during the year attracting the
provisions of S. 186 of the Companies Act 2013. e Company has made investments in its
Subsidiary Companies and the details of investments made by the Company are given in the
financial statements.
STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND, FOREIGN
EXCHANGE AND R&D
Conservation of Energy, Technology Absorption is not applicable as the
company had no energy consuming operations during the year.
Foreign Exchange Earnings and Outgo Rs. in Lakhs
Sr. No. |
Particulars |
2022-23 |
2021-22 |
(a) |
Foreign Exchange Earnings |
0.00 |
0.00 |
(b) |
Foreign Exchange Outgo |
157.81 |
119.38 |
CONTRACTS ARRANGEMENTS WITH RELATED PARTIES
ere was no contract or arrangement with related parties during the
year, except the interest free unsecured loan from directors.
RISK MANAGEMENT
Your Company understands that controlling risks through a formal
program is a necessary component and an integral cornerstone of Corporate Governance. e
policy outlines the framework for identification, measurement, evaluation, monitoring and
mitigation of various risks. e Management has reviewed the Risk Management framework of
the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, there was no amount required to be
transferred to the Investor Education and Protection Fund (IEPF).
VIGIL MECHANISM
Your Company has put in place a vigil mechanism to enable all stake
holders to report their concerns regarding statutory/legal violations, if any, by the
company. e details are available on the company's website. No such concerns were
reported during the year under report.
PREVENTION OF INSIDER TRADING
Your Company has a Code of Conduct for Prevention of Insider Trading in
line with SEBI
(Prevention of Insider Trading) Regulations, 2015. e Code has been
communicated to all the employees at the time of orientation and adhered to by the Board
of Directors, senior management personnel and the other persons covered under the code. e
Company follows closure of Trading Window prior to publication of price sensitive
information. e Company has adopted Fair Practices Code (FPC) as per the regulations. e
Code of Conduct for Insider Trading Regulation and the Fair Practice Code were amended to
make it in line with the amendments to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations and SEBI (Prohibition of Insider Trading) Regulations. Your
Company has obtained license of VIGILANT' so_ware, developed by our RTA, Cameo
Corporate Services Ltd which is to address the requirements of SEBI Insider Trading
Regulations by maintaining the data internally in your Company server so as to implement
the System Driven Disclosure (SDD) requirements for preventing insider trading.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR AND
REPORT DATE
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the Financial Year (FY 23) of the Company to
which the Financial Statements relate and the date of this report.
DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION
OR INCIDENCE
Details of deposits, Issue of equity shares with differential rights/
to employees, Remuneration received by the Managing director and whole time directors from
subsidiaries, Cases filed or reported pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013, Orders passed by regulators,
courts or tribunals that impact the going concern status and future operations of the
company, CSR activities, Changes in subsidiaries and changes in nature of business.
ACKNOWLEDGMENTS
Your Directors take this opportunity to express their deep and sincere
gratitude and appreciation for co-operation extended by the Governmental Agencies,
Shareholders, Stock Exchange, Depositories and Banks from time to time. Your Directors
also place on record their appreciation for the contributions made by the employees
through their dedication, hard work and commitment. Your Directors also convey thanks and
appreciation to the valued customers and dealers for their continued patronage.
By order of the Board For TCM LIMITED
|
Sd/- |
Sd/- |
|
Ramesh Babu |
Joseph Varghese |
|
Managing Director |
Director |
|
[DIN:02382063] |
[DIN:00585755] |
Place: Ernakulam |
|
|
Date : 14thAugust 2023 |
|
|
|