డైరెక్టర్ల నివేదిక T & I Global Ltd.

Mar 31, 2025

The Board of Directors of your company has pleasure in presenting their 35^th Annual Report along with the Audited Accounts for the Financial Year ended 31^st March, 2025.

1. Financial Results:

(Rs. in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Net Sales/Income from operations	8,441.43	18,349.64
Other operating Income	314.23	304.13
Total Income from Operations	8,755.66	18,653.77
Profit before depreciation & taxation	319.36	1,493.74
Less: depreciation	123.61	111.25
Profit Before Tax (PBT)	195.75	1,382.49
Add: Exceptional Items	271.11	Nil
Less: Tax	58.80	388.57
Profit After Tax (PAT)	408.06	993.92
Other adjustment	(85.18)	(85.71)
Balance carried to Balance Sheet	493.24	1,079.63

2. Operational Performance:

The fiscal year presented unforeseen challenges like rising raw material costs, delayed project timelines, erratic weather patterns affecting tea production results in lower machinery investments across several regions, impacted our overall performance, including a slowdown in demand from key tea-producing regions and disruptions in supply chain. Despite current challenges, we remain committed to our long-term vision. Several structural changes are underway to enhance productivity, customer engagement, and after-sales service. We are also focusing on product diversification, innovation, and expanding into newer markets to restore growth momentum and reinforce stakeholder confidence. As a result of our endeavour we have explore more in non-tea business under the guidance of Mr. Viraj Bagaria.

In T&I Global Ltd we believe in the saying that "Infused with Legacy, automated for tomorrow” now from Tea Machineries we are moving forward towards becoming a one stop shop for all low cost, energy-efficient and innovative processing and drying equipment provider for horticulture & agriculture procedure. TIGL takes a holistic view of its client''s manufacturing requirements to provide tailored-made and client-specific solutions for an integrated post-harvest processing and drying solutions.

3. Dividend:

The Board has decided to retain profit for expansion of

Business, hence not recommended any Dividend for the

year ended March 31, 2025.

4. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013

the Board of Directors confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 and loss of the Company for that period;

iii. that they 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. that they have prepared the annual accounts on a ''going concern'' basis;

v. that they have laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and are operating effectively;

vi. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. Directors:

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. The Board placed before its members for their approval for re-appointment of Mr. Viraj Bagaria as Whole-time Director. The Board also placed before the Members about change of designation of Mr. Harish Kumar Mittal from Independent Director to Non- Independent Director.

6. Key Managerial Personnel:

Mr. Vineet Bagaria (DIN: 00100416) Managing Director, Mr. Sajjan Bagaria (DIN: 00074501) Chairman & Whole time Director, Mr. Viraj Bagaria (DIN: 06628761) Whole time Director, Mr. Vishnu Baheti Chief Financial Officer and Mrs. Khushboo Choudhary, Company Secretary & Compliance Officer were designated as Key managerial Personnel during the Financial Year 2024-25 as per provision of section 203 of the Companies Act, 2013. Mr. Mukesh Kumar Marda(DIN: 10393133) was appointed as Independent Director on 14^th August, 2024. Mr. Mohit Agarwal (DIN: 00418513) has resigned from the Company on 9^th January, 2025. No other Appointment/ Resignation of KMP''s were made during the year.

7. Declaration by independent Directors:

During the year under review, Mr. Harish Kumar Mittal (DIN 00367650), Mr. Manish Kumar Newar (DIN 00469539) and Mr. Navendu Mathur (DIN 00669934), were Independent Directors on the Board of the Company up to 30^th September, 2024. From 1^st October, 2024 onwards Smt. Sharmila Tibrawalla (DIN: 00059567), Mr. Baskar Srinivasan (DIN: 07485885) and Mr. Mukesh Kumar Marda (DIN: 10393133) were appointed as Independent Director on the Board of Directors. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

8. Share Capital:

The Paid-up equity share capital of the company as on

31^st March, 2025 was ''506.77 Lacs. There was no public issue, right issue, bonus issue, preferential issue, etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

9. Subsidiaries, Joint Venture or Associate Companies:

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

10. Number of meetings of the Board:

The Board met twelve times during the financial year 2024-25. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. The details have been provided in the Corporate Governance Report, annexed to this Report.

11. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent Directors also carried out the evaluation of the Chairman and NonExecutive Directors, the details of which are covered in the Corporate Governance Report.

12. Company''s policy on Directors'' appointment and remuneration:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors'' Report.

13. Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

14. Transfer to Reserves

In terms of section 134 (3) (J) of the Companies Act, 2013 During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company

15. Auditors'' & Auditors'' report :i. Statutory Auditors

M/s Agarwal & Associates Chartered Accountant

(Firm Registration no. 323210E) were appointed as Statutory auditor of the Company from the conclusion of this 33rd Annual General Meeting to conclusion of 37^th Annual General Meeting of the company.

M/s Agarwal & Associates have given unmodified opinion and have not given any qualification or reservation or adverse remark or disclaimer in their audit report on the audited financial statements (standalone) of the Company for the financial year ended on March 31, 2025..

ii. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Smita Sharma, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2025 is annexed as Annexure - VI to the Report.

The Board recommends to appoint M/s. Smita Sharma & Associates, Company Secretaries, a peer-reviewed firm as Secretarial Auditors of the Company for a term of 5 (five) consecutive years starting from April 1, 2025 and ending on March 31, 2030, subject to the shareholders'' approval at the ensuing AGM.

iii. internal Auditor

M/s S. Tulsyan & Associates, Chartered Accountant Firm, continues to serve as the Internal Auditor in compliance with Section 138 of the Act. In this role, he is entrusted with overseeing the internal audit function acrossbusinessprocesses, IT infrastructure, and information security management systems, with a focus on strengthening internal controls and driving continuous improvement in the Company''s systems and processes.

Additionally, audit findings and the results of management testing of internal financial controls are reported to the Audit Committee on an interval basis.

iv. Cost Auditor

The Cost records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company. The Company has appointed M/s

Sarkar & Associates., Cost Accountants (FRN 004836) as Cost Auditors of the Company for the financial year 2025-26 under section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 including amendments, if any. The Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Act for re-appointment. The Cost Auditor''s Report for the year 2023-24 was filed with Central Government within the prescribed time.

16. Risk Management:

The details in respect of risk management are included in the Corporate Governance, which forms an Annexure to this report.

17. Particulars of loans, guarantees and investments:

The Company has not given loan or provided securities during the financial year under review. However, the company has made some investments during the financial year. Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has given in the notes to the Financial Statements.

18. Transactions with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors'' Report

Your Directors draw attention of the members to Note 23.2 to notes on Account of the financial statement which sets out related party disclosures.

19. Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review, is attached as Annexure I forming part of this Report.

20. Corporate Social Responsibility initiatives:

Our Company works on the belief that organizations should exist to serve a social purpose and enhance the lives of people connected through its business. The Company has a CSR Policy in place which aims to ensure that the Company continues to operate its

business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. It takes up CSR programmes which benefit the communities in and around the vicinity of its operational presence, resulting in enhancing the quality of lives of the people in those areas. Details Report of Corporate Social Responsibility Committee is given in Annexure VIII of this report.

21. Corporate Governance and Extract of Annual Return:

Your Directors strive to maintain highest standards of Corporate Governance. The declaration of the Managing Director confirming compliance with the ''Code of Conduct'' of the Company Report and Auditor''s Certificate confirming compliance with the conditions of Corporate Governance are enclosed as Annexure V'' to this Report respectively.

The annual return of the company is available on the website of the company at https://www.tiglobal.com.

22. Particulars of employees:

The prescribed particulars of remuneration of employees pursuant to Section 134 (3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure III to this Report.

23. Disclosure requirements:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has enclosed Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the familiarization programme of the independent directors are available on the Company''s website. Further Policy on dealing with related party transactions is available on the Company''s website.

24. Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the said policy is available on the Company''s website.

25. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest

on deposits from public was outstanding as on the date of the balance sheet.

26. Change in the nature of business:

There was no change in the nature of the business of the Company during the year under review.

27. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:-

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

28. Material changes and commitments, if any, affecting the financial position of the Company:

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

29. Particulars regarding conservation of energy & technology absorption etc:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure II which forms part of this report.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed of during 2024-25.

31. Details in respect of fraud:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

32. Disclosure with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961

The Company has a Parental Leave Policy extended to female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief

in parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to structured return-to-work programs that ease the transition back to their roles with confidence.

33. Compliance with Secretarial Standard:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013

34. proceedings pending under the insolvency and bankruptcy CODE,2016:

During the year under review, no application has been made or is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

35. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

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Mar 31, 2024

The Board of Directors of your company has pleasure in presenting their 34th Annual Report along with the Audited Accounts for the Financial Year ended 31st March, 2024.

1.Financial Results:		('' in Lakhs)
Particulars	As on 31st March 2024	As on 31st March 2023
Net Sales/Income from operations	18,349.64	15,233.58
Other operating Income	304.13	417.64
Total Income from Operations	18,653.77	15,651.22
Profit before depreciation & taxation	1,493.74	1,391.18
Less: depreciation	111.25	97.22
Profit Before Tax (PBT)	1,382.49	1,293.96
Less: Tax	388.57	451.25
Profit After Tax (PAT)	993.92	842.71
Other adjustment	85.71	(20.73)
Balance carried to Balance Sheet	1,079.63	821.98

2. Operational Performance:

The Board is please to state that it has delivered its highest ever revenues, profits in Financial Year Ended 31st March, 2024. We are now set to become the One Stop Solutions for Tea Industries.

With our Strategic initiative firmly in place, we are well positioned to capture new segments in other Industries like Agro Processing Machineries, Fruit & Vegetable Processing Machineries, Coconut Processing Machineries, etc.

3. Dividend:

The Board has decided to retain profit for expansion of Business, hence not recommended any Dividend for the year ended March 31,2024.

4. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 and loss of the Company for that period;

iii. that they 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. that they have prepared the annual accounts on a ''going concern’ basis;

v. that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. Directors:

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. In accordance with the provisions of the Article of Association of the Company read with section 152 of the Companies Act, 2013. The Appointment of Directors as mentioned in the Notice are subject to the approval of the members at the ensuing Annual General Meeting of the Company.

6. Key Managerial Personnel:

Mr. Vineet Bagaria (DIN: 00100416) Managing Director, Mr. Sajjan Bagaria (DIN: 00074501) Chairman & Whole

time Director, Mr. Viraj Bagaria (DIN: 06628761) Whole time Director, Mrs. Khushboo Choudhary, Company Secretary and Mr. Vishnu Baheti CFO were designated as Key managerial Personnel during the Financial Year 2023-24 as per provision of section 203 of the Companies Act, 2013. No other Appointment/ Resignation of KMP’s were made during the year.

7. Declaration by Independent Directors:

Mr. Harish Kumar Mittal (DIN 00367650), Mr. Manish Kumar Newar (DIN 00469539) and Mr. Navendu Mathur (DIN 00669934), are Independent Directors on the Board of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

8. Share Capital:

The Paid up equity share capital of the company as on 31st March, 2024 was Rs.506.77 Lacs. There was no public issue, right issue, bonus issue, preferential issue, etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

9. Subsidiaries, Joint Venture or Associate Companies:

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

10. Number of meetings of the Board:

The Board met eleven times during the financial year 2023-24. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. The details have been provided in the Corporate Governance Report, annexed to this Report as Annexure V.

11. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent Directors also carried out the evaluation of the Chairman and NonExecutive Directors, the details of which are covered in the Corporate Governance Report.

12. Company''s policy on Directors'' appointment and remuneration:

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors’ Report.

13. Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

14. Auditors:

M/S Agarwal & Associates Chartered Accountant (Firm Registration no. 323210E) were appointed as Statutory auditor of the Company from the conclusion of this 33rd Annual General Meeting to conclusion of 37th Annual General Meeting of the company.

15. Auditors'' report and Secretarial Auditors'' report:

No observation has been made in the Auditor’s report .

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Smita Sharma, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2024 is annexed as Annexure - VI to the Report.

16. Risk Management:

The details in respect of risk management are included in the Corporate Governance, which forms an Annexure to this report.

17. Particulars of loans, guarantees and investments:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

18. Transactions with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement

/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors'' Report

Your Directors draw attention of the members to Note 23.2 to notes on Account of the financial statement which sets out related party disclosures.

19. Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review, is attached as Annexure I forming part of this Report.

20. Corporate Social Responsibility Initiatives:

Your Company works on the belief that organizations should exist to serve a social purpose and enhance the lives of people connected through its business. The Company has a CSR Policy in place which aims to ensure that the Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. It takes up CSR programmes which benefit the communities in and around the vicinity of its operational presence, resulting in enhancing the quality of lives of the people in those areas. As the CSR being applicable on the Company The CSR Committee has decided to donate the CSR fund to the Bagaria Foundation. Details Report of Corporate Social Responsibility Committee is given in Annexure VII of this report.

21. Extract of Annual Return:

The annual return of the company is available on the website of the company at https://www.tiglobal.com.

22. Particulars of employees:

The prescribed particulars of remuneration of employees pursuant to Section 134 (3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure III to this Report.

23. Disclosure requirements:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has enclosed Corporate Governance Report with Auditors’ Certificate thereon and Management

Discussion and Analysis are attached, which form part of this report. Details of the familiarization programme of the independent directors are available on the Company''s website. Further Policy on dealing with related party transactions is available on the Company''s website.

24. Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the said policy is available on the Company''s website.

25. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

26. Change in the nature of business:

There was no change in the nature of the business of the Company during the year under review.

27. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:-

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

28. Material changes and commitments, if any, affecting the financial position of the Company:

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

29. Particulars regarding conservation of energy & technology absorption etc:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in

Annexure II which forms part of this report.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed off during 2023-24.

31. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

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Mar 31, 2018

Directors'' Report

Dear Shareholders,

The Board of Directors of your company has pleasure in presenting their 28th Annual Report along with the Audited Accounts for the Financial Year ended 31st March, 2018.

Particulars	March 31, 2018	March 31, 2017
Net Sales/Income from operations	11367.78	13875.98
Other operating Income	272.75	23.01
Total Income from Operations	11640.53	13899.00
Profit before depreciation & taxation	786.74	545.94
Less: depreciation	120.05	106.81
Profit Before Tax (PBT)	666.67	439.12
Less: Tax	259.39	227.10
Profit After Tax (PAT)	407.28	212.01
Balance carried to Balance Sheet	406.91	205.28

2. Operational Performance:

Gross revenues for the Financial Year is Rs. 1164053448/- Profit after taxation increased to Rs. 41031426/-against Rs. 20528645/- a growth of around 100 % in the previous year.

3. Dividend:

The Board has recommended a Dividend of Rs. 0.50 per Equity Share (i.e. 5%) for the year ended March 31, 2018 and such dividend, will be paid to those members recorded in the registers of the Company as on 14th Day of September 2018 subject to approval from Shareholders of the company.

4. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 and loss of the Company for that period;

iii. that they 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. that they have prepared the annual accounts on a ''going concern'' basis;

v. that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. Directors:

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. In accordance with the provisions of the Article of Association of the Company read with section 152 of the Companies Act, 2013. The Appointment of Directors as mentioned in

1. Financial Results: (Rs.in Lacs)

the Notice are subject to the approval of the members at the ensuing Annual General Meeting of the Company. The above is subject to the approval of the members at the ensuing Annual General Meeting of the Company.

6. Key Managerial Personnel:

Mr. Vineet Bagaria (DIN: 00100416) Managing Director, Mr. Sajjan Bagaria (DIN: 00074501) Whole time Director, Mr. Viraj Bagaria (DIN: 06628761) Whole time Director, Mr. Sourav Banerjee Company Secretary and Mr. Vishnu Baheti CFO were designated as Key managerial Personnel during the Financial Year 2017-18 as per provision of section 203 of the Companies Act, 2013. No other Appointment/Resignation of KMP''s were made during the year.

Declaration by Independent Directors:

Mr. Harish Kumar Mittal (DIN 00367650); Mr. Debi Prasad Bagrodia (DIN 00608765) and Mr. Manish Kumar Newar (DIN 00469539), Mr. Navendu Mathur and Mr. Ashish Tibrawalla (DIN: 00059344) are Independent Directors on the Board of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

7. Share Capital:

The Paid up equity share capital of the company as on 31st March, 2018 was Rs.506.77 Lacs. There was no public issue, right issue, bonus issue, preferential issue, etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares, nor it has granted any stock options.

8. Subsidiaries, Joint Venture or Associate Companies:

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

9. Number of meetings of the Board :

The Board met eleven times during the financial year 2017-18. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. The details have been provided in the Corporate Governance Report, annexed to this Report.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent Directors also carried out the evaluation of the Chairman and Non-Executive Directors, the details of which are covered in the Corporate Governance Report.

11. Company''s policy on Directors'' appointment and remuneration :

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors'' Report.

12. Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

13. Auditors:

The Auditors of the company M/s. D. Mitra & Co. have been appointed for Five Years term subject to ratification at every Annual General Meeting. Hence The Board of Directors recommends appointment of D. Mitra & Company Chartered Accountants of 107/1, Park Street, Kolkata - 700016 as Statutory Auditor of The Company and 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 appointment of M/S D Mitra & Company Chartered Accountant (Firm Registration no. 328904E) as Statutory auditor of the Company from the conclusion of this 28th Annual General Meeting to conclusion of 31st Annual General Meeting of the company.

14. Auditors'' Report and Secretarial Auditors'' Report:

No observation has been made in the Auditors''s report.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Smita Sharma, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MRS for the financial year ended March 31, 2018 is annexed as Annexure-VI to the Report. No observation has been made in the Secretarial Auditor''s report.

15. Risk Management:

The details in respect of risk management are included in the Corporate Governance, which forms an Annexure to this report.

16. Particulars of loans, guarantees and investments:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

17. Transactions with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors'' Report

Your Directors draw attention of the members to Note 26. ii to notes on Account of the financial statement which sets out related party disclosures.

18. Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review, is attached as Annexure I forming part of this Report.

19. Corporate Social Responsibility Initiatives:

During the year the Company has not come under the purview to form Corporate Social Responsibility Committee pursuant to Section 134 of the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014. Hence no mandatory initiatives need to be taken in this regard.

20. Extract of Annual Return :

As provided under Section 92(3) of the Act, an extract of annual return is given in Annexure VII in the prescribed Form MGT-9, which forms part of this report.

21. Particulars of employees:

The prescribed particulars of remuneration of employees pursuant to Section 134(3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure III to this Report.

22. Disclosure requirements:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has enclosed Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the familiarization programme of the independent directors are available on the Company''s website. Further Policy on dealing with related party transactions is available on the Company''s website.

23. Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees

including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the said policy is available on the Company''s website.

24. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Change in the nature of business:

There was no change in the nature of the business of the Company during the year under review.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future :-

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

27. Material changes and commitments, if any, affecting the financial position of the Company:

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

28. Particulars regarding conservation of energy & technology absorption etc.:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure II which forms part of this report.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed off during 2017-18.

30. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

	By order of the Board of Directors
	For T&l Global Ltd.
	Sd/-
	Sajjan Bagaria
Place: Kolkata	Executive Chairman
Dated: 13th August, 2018	(DIN: 00074501)

---

Mar 31, 2016

Dear Shareholders,

The Board of Directors of your company have pleasure in presenting their 26th Annual Report along with the Audited Accounts for the Financial Year ended 31 st March, 2016.

1. Financial Results:

(Rs. in Lacs)

Particulars	March 31, 2016	March 31, 2015
Net Sales/Income from operations	9893.27	7189.40
Other operating Income	236.19	118.27
Total Income from Operations	10129.46	7307.67
Profit before depreciation & taxation	374.07	244.55
Less: depreciation	59.39	91.93
Profit Before Tax (PBT)	314.70	152.62
Less: Tax	194.05	60.51
Profit After Tax (PAT)	120.65	92.11
Balance carried to Balance Sheet	120.65	92.11

2 . Operational Performance:

Gross revenues increased to Rs. 1,034,156,019/-, a growth of around 28.5 % as against Rs. 739,323,806/- in the previous year. Profit Before taxation was Rs. 31,469,443/- as against Rs. 15,262,218/- in the previous year. The net profit of the Company for the year under review was placed at Rs. 12,064,694/- as against Rs. 9,211,107/- in the previous year.

3. Dividend:

The Board has recommended a Dividend of Rs. 0.50 per Equity Share (i.e. 5%) for the year ended March 31, 2016 and such dividend, on approval, will be paid to those members recorded in the registers of the Company as on 16th Day of September 2016.

4. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 and loss of the Company for that period;

iii. that they 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. that they have prepared the annual accounts on a ''going concern'' basis;

v. that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. Directors:

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. In accordance with the provisions of the Article of Association of the Company read with section 152 of the Companies Act, 2013, Mr. Viraj Bagaria (DIN: DIN: 06628761) is liable to retire by rotation and being eligible offers himself for re-appointment.

The above is subject to the approval of the members at the ensuing Annual General Meeting of the Company.

6. Key Managerial Personnel:

Mr. Vineet Bagaria (DIN: 00100416) Managing Director, Mr. Sajjan Bagaria (DIN: 00074501) Whole time Director, Mr. Kalyan Kumar Nanda (DIN: 00133444) Director and Mr. Vishnu Baheti CFO were designated as Key managerial Personnel during the Financial Year 2015-16 as per provision of section 203 of the Companies Act, 2013. However Mr. Kalyan Kumar Nanda resigned from the board with effect from 1st day of June 2015. No other Appointment/ Resignation of KMP''s were made during the year, However our company has appointed Ms. Srikanta Pugalia as Company Secretary of the Company w.e.f. 20th April 2016.

7. Declaration by Independent Directors:

Mr. Harish Kumar Mittal (DIN 00367650); Mr. Debi Prasad Bagrodia (DIN 00608765) and Mr. Manish Kumar Newar (DIN 00469539) are Independent Directors on the Board of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

8. Share Capital:

The Paid up equity share capital of the company as on 31st March, 2016 was Rs.506.77 Lacs. There was no public issue, right issue, bonus issue, preferential issue, etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares, nor it has granted any stock options.

9. Subsidiaries, Joint Venture or Associate Companies:

There were no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

10. Number of meetings of the Board:

The Board met nine times during the financial year 2015-16. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations 2015. The details have been provided in the Corporate Governance Report, annexed to this Report.

11. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent Directors also carried out the evaluation of the Chairman and Non-Executive Directors, the details of which are covered in the Corporate Governance Report.

12. Company''s policy on Directors'' appointment and remuneration:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors'' Report.

13. Internal financial control systems and their adequacy:

The details in respect of internal financial control system and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

14. Auditors :

The Board has approved the appointment of M/s. D. Mitra & Company, Chartered Accountant, (Firm Registration No. 328904E) pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, as the Statutory Auditors of the Company and to hold the office from the conclusion of this 26th Annual General Meeting till the conclusion of 31st Annual General Meeting of the Company, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

1 5 . Auditors'' report and Secretarial Auditors'' report:

The observation made in the Auditors'' report relating to payment of Bonus on cash basis, kindly read with the Note no. 1.1 of notes on account, for explanation and hence do not require further clarification.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Smita Sharma, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2016 is annexed as Annexure - VI to the Report.

The following qualifications were observed by the Secretarial Auditor in her Report to which the Board has shared the following explanations:

Qualification 1: Non appointment of Company Secretary as at 31st March 2016 [section 203 non compliance]

Response: In complying with the provisions of Section 203 of the Companies Act 2013 regarding appointment of Company Secretary your company was in the process of identifying a suitable person and accordingly has appointed Ms. Srikanta Pugalia as Company Secretary of the company w.e.f. 20th, April 2016.

16. Risk Management:

The details in respect of risk management are included in the Corporate Governance, which forms an Annexure to this report.

1 7 . Particulars of loans, guarantees and investments:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

1 8. Transactions with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors'' Report.

19. Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the erstwhile Listing Agreement with the Stock Exchanges, is attached as Annexure I forming part of this Report.

20. Corporate Social Responsibility Initiatives:

During the year the Company has not come under the purview to form Corporate Social Responsibility Committee pursuant to Section 134 of the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014. Hence no mandatory initiatives need to be taken in this regard.

21 . Extract of Annual Return:

As provided under Section 92(3) of the Act, an extract of annual return is given in Annexure VII in the prescribed Form MGT-9, which forms part of this report.

22. Particulars of employees:

The prescribed particulars of remuneration of employees pursuant to Section 134 (3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure III to this Report.

23. Disclosure requirements:

As per Clause 49 of the erstwhile listing agreements entered into with the stock exchanges, Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the familiarization programme of the independent directors are available on the Company''s website. Further Policy on dealing with related party transactions is available on the Company''s website.

24. Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the erstwhile Listing Agreements with stock exchanges and the said policy is available on the Company''s website.

25. Deposits from public:

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

26. Change in the nature of business:

There was no change in the nature of the business of the Company during the year under review.

27. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:-

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

28. Material changes and commitments, if any, affecting the financial position of the Company:

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

29. Particulars regarding conservation of energy & technology absorption etc:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure II which forms part of this report.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed off during 2015-16.

31 . Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

By order of the Board of Directors

For T & I Global Ltd.

Sd/-

Sajjan Bagaria

Executive Chairman

(DIN : 00074501)

Place: Kolkata

Dated: 12th August, 2016

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Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

Financial Results:

Particulars March 31, 2015 March 31, 2014

Revenue from operation 730766699/- 670000909/-

Other Income 8557107/- 6728177/-

Total 739323806/- 676729086/-

Profit before depreciation & taxation 24454777/- 20731002/-

Less: Depreciation 9192559/- 7456334/-

Less: Provision for taxation 6051111/- 8360426/-

Profit after taxation 9211107/- 4914242/-

Balance carried to Balance sheet 9211107/- 4914242/-

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.

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.

The composition of the Audit Committee is given below:

Sl No. Name of the Members Category

1. Debi Prasad Bagrodia Chairman, Non-executive

2. Manish Kumar Newar Independent, Non-executive

3. Harish Kumar Mittal Independent, Non- Executive

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.

At present, there are three members of the Nomination & Remuneration Committee (NRC), in which all are Independent Directors. The composition of the NRC is given below:

Sl No. Name of the Members Category

1. Debi Prasad Bagrodia Chairman, Non-executive

2. Manish Kumar Newar Independent, Non-executive

3. Harish Kumar Mittal Independent, Non- Executive

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-à-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

Place: Kolkata (DIN: 074501)

Dated: 14th August, 2015

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company, together with the audited financial accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

Particulars 2013-14 2012-13 (Rs. in Lacs) (Rs. in Lacs)

Sales 6700.00 7357.17

Profit before Interest and Depreciation 235.30 427.46

Interest 27.99 12.46

Profit before Depreciation 207.31 415.00

Depreciation 74.57 73.33

Profit before Taxation 132.74 341.67

Profit after Taxation 49.14 231.91

Balance Brought Forward 696.60 494.14

Surplus available for Appropriation 745.74 726.05

APPROPRIATION :

Proposed Dividend 25.33 25.33

Tax on Proposed Dividend 4.11 4.11

Balance Carried forward to Balance Sheet 716.30 696.60

PERFORMANCE REVIEW

Your Company''s turnover was Rs.6700.00 Lac for the financial year ended 31 March 2014, and Profit before tax was Rs.132.74 Lac.

AWARDS AND CERTIFICATES

Your Company has once again received Export Excellence Award from Export Engineering Promotion Council, Eastern Region.

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 31/03/2014

FUTURE PROSPECTS

TEA DIVISION

Your Company''s focus has always been to produce better quality of tea and achieve better prices. The production capacity has been expanded to manufacture more CTC and Green Tea. The plantation continues to make continuous progress.

MACHINERY DIVISION

The total sale of Machinery was Rs. 56.54 crore in the Financial year ended 2013-14

DEPOSITS

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 an the Rules made there under.

DIRECTORS

In accordance with provisions of the Companies Act, 2013, and the Company''s Articles of Association, Mr. Haris Mittal, Mr. Manish Kumar Newar and Mr. Debi Prasad Bagrodia are being appointed as Independent directors of the company for a period of Five Years. Mr. Viraj Bagaria retires by rotation, and being eligible is recommended for re appointment.

Sri Kalyan Kumar Nanda existing whole time Director to be appointed as executive director and to be liable for retire by rotation.

The name of the above directors have been proposed by the shareholders of the company to be appointed a directors of the company and being eligible for appointment and offer themselves for appointment.

The above appointment re-appointment is necessary in accordance with the provisions of the Companies Ac 2013, to make optimum composition of executive and non executive directors in the board and Independent directors to bring the independent judgement in the decision of the board.

STATUTORY 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 persuant to the provisions c Section 139 of the Companies act, 2013 and the rules there under, it is proposed to appoint M/s re-appointment of M/S Tiwari & Co. Chartered Accountant (Firm Registration no. 309112E) as Statutory auditor of the Company from the conclusion of this 24th annual general meeting up to the conclusion of the next (25th) Annual General Meeting

INTERNAL AUDITOR

As per the Provisions of the companies Act 2013, and Rules prescribed thereunder Company is required to appoint Internal auditor to conduct the Internal audit of the company in respect of each financial year starting from 1st Apr 2014, to compliance with the provisions of the act the Board of Directors have appointed M/s Rinku Gupta < Associates Company Secretary in practice to conduct the Internal Audit.

Annexure to the Director'' Report.

Disclosures of particulars with respect to Conservation of energy A. Power & Fuel Consumption

SR. PARTICULARS 2013-2014 2012-2013 NO.

1 ELECTRICITY PURCHASED UNITS 664166 Units 640308 Units TOTAL AMOUNT 6015798 5922912 AVG. RATE PER UNIT 9.05 9.25

2 H.S.D. PURCHASED LITERS 29929 Ltr. 28505 Ltr. TOTAL AMOUNT 1694281 1605707 AVG. RATE PER LITERS 56.61 56.33

3 COAL PURCHASED KILOGRAM 787588 Kgs. 841480 Kgs. TOTAL AMOUNT 7137935 6128517 AVG. RATE PER KGS. 9.06 7.28

Consumption Per unit of Production (Unit / Liter / Kg.) 2013-2014 2012-2013

Production - Tea (Kgs.) 813581 726522

Electricity 0.81 0.88

H.S.D. 0.036 0.039

Coal 0.96 1.15

FORM - ''B''

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

There is no information to submit in respect of absorption of technology.

The Company has earned foreign exchange of Rs. 4558.46 lacs and spent foreign exchange of Rs. 621.37 lacs during the year.

PARTICULARS OF EMPLOYEES U/S. 217(2A)

No employee has drawn salary more than the prescribed limit as such the particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) are not applicable to your Company.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance. A detailed Report appears in the Annexure to the Directors Report.

DISCLOSURE REGARDING MANAGERIAL REMUNERATION FOR THE YEAR ENDED 31ST MARCH, 2014

Mr. Sajjan Bagaria, Executive Chairman received remuneration and perquisites of Rs. 19.07 lacs

Mr. Vineet Bagaria, Managing Director received remuneration and perquisites of Rs. 21.99 lacs

Mr. Kalyan Kumar Nanda, Executive Director (Marketing) received remuneration and perquisites of Rs 8.23 lacs

Non-executive Directors are not paid any remuneration. No sitting fees are paid to any Director.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

(ii) that your Director''s have selected such accounting policies and applied them consistently and made judgment 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 that period,

(iii) that your Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities,

(iv) that your Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENTS

The Company''s shares are listed on Calcutta, Bombay, Delhi and Ahmedabad Stock Exchange. The Annual listing fee in respect of Bombay stock exchange has been paid and the listing fees of other stock exchanges are still pending.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the excellent performance and hard work put in by the employees, consultants at all levels in the Company''s growth and development. The Directors also convey their grateful thanks to the Government authorities, Shareholders, Banks, Customers & Suppliers for their continued co-operation and patronage.

For and on behalf of the Board Place: Kolkata Sajjan Bagaria Date: 14th August 2014 Executive Chairman

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Second Annual Report on the business and operations of the Company, together with the audited financial accounts of the Company for the year ended 31 st March, 2012.

FINANCIAL RESULTS

Particulars 2011-12 2010-11

(Rs.in Lacs) (Rs. in Lacs)

Sales 5884.66 4918.35

Profit before Interest and Depreciation 247.86 228. 16

Interest 12.48 6.62

Profit before Depreciation 235.38 221.52

Depreciation 60.87 59.22

Profit before Taxation 174.51 162.32

Profit after Taxation 96.66 102.98

Balance Brought Forward 426.92 371.21

Surplus available for Appropriation 523.58 474.19

APPROPRIATION :

Proposed Dividend 25.33 40.54

Tax on Proposed Dividend 4.11 6.72

Balance Carried forward to Balance Sheet 494.14 426.92

PERFORMANCE REVIEW

Your Company's turnover has increased to Rs.5884.66 Lac compared to Rs. 4918.35 Lac in previous year. The Profit before tax has increased to Rs.174.51 Lac compared to 162.32 Lac in previous year. The overall improvement in Tea industry has resulted in the better performance of the Company during the year under review.

AWARDS AND CERTIFICATES

Your Company has once again received Export Excellence Award from Export Engineering Promotion Council, Eastern Region.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.0.50 per Equity Share on 50,67,700 Equity shaes of Rs. 10 each for the Financial year ended 31 /03/2012..

FUTURE PROSPECTS TEA DIVISION

Your Company's focus has always been to produce better quality of tea and achieve better prices. The production capacity has been expanded to manufacture more CTC and Green Tea. The plantation continues to make continuous progress. The Company expects to produce about 10 Lac Kgs. of tea this year.

MACHINERY DIVISION

The Export of Tea Machinery has significantly increased to Rs. 38.09 crore in the 2011-12 compared to Rs. 33.28 crore in the previous year. Apart from Export Sales the Company has also developed the Domestic market for sale of its Tea Machinery. The domestic sale of Tea Machinery has increased to 12.75 crore compared to 9.69 crore in the previous year.

DEPOSITS

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS

In accordance with provisions of the Companies Act, 1956, and the Company's Articles of Association, Mr. Deepak Pahwa and Mr. Harish Mittal retire by rotation, and being eligible are recommended for re-appointment.

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 under section 224(1-B) of the Companies Act, 1956.

FORM - 'B'

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

There is no information to submit in respect of absorption of technology.

The Company has earned foreign exchange of Rs. 406.54 lacs and spent foreign exchange of Rs. 388.83 lacs during the year.

PARTICULARS OF EMPLOYEES U/S. 217(2A)

No employee has drawn salary more than the prescribed limit as such the particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) are not applicable to your Company.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance. A detailed Report appears in the Annexure to the Directors Report.

DISCLOSURE REGARDING MANAGERIAL REMUNERATION FOR THE YEAR ENDED 31ST MARCH, 2012

Mr. Sajjan Bagaria, Executive Chairman received a remuneration and perquisites of Rs. 16.30 lacs

Mr. Vineet Bagaria, Managing Director received a remuneration and perquisites of Rs. 14.97 lacs

Mr. Kalyan Kumar Nanda, Executive Director (Marketing) received a remuneration and perquisites of Rs 7.07 lacs Non-executive Directors are not paid any remuneration. No sitting fees are paid to any Director.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

(ii) that your Director's have selected such accounting policies and applied them consistently and made judgment 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 that period,

(iii) that your Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities,

(iv) that your Directors have prepared the annual accounts on a going concern basis.

Management Discussion and analysis

HUMAN RESOURCES

The Human Resources are vital resources in giving the Company a competitive edge in the current business environment. The management recognizes that it is only through motivated and committed employees that the Company will achieve its aims. Hence, the Company endeavors to take care of the welfare and betterment of the employees. Total number of employees in the Company was 709 on 31st March, 2012 as against 702 on 31st March, 2011.

INTERNAL CONTROL SYSTEM

The Company has an internal audit and risk management department, managed by qualified and competent personnel, and adequate internal control systems, which safeguard assets from possible losses and unauthorized use, and ensure the transactions being authorized, recorded and reported properly.

Approval of Central Government sort for Managerial Remuneration.

As the remuneration paid to the managerial person during the financial year ended on 31/03/2012 exceeds the ceiling limit set by the provisions of section 198, section 309, schedule XIII and other applicable provisions of the Companies Act 1956, the excess remuneration paid to the directors have been approved by the Central Government.

CAUTIONARY STATEMENT

This Report contains forward-looking statement that involves risks and uncertainties. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statement. Important factors that would make a difference the Company's operations include raw material prices, changes in government regulations, tax regimes, and economic developments within the country.

LISTING AGREEMENTS

The Company's shares are listed on Calcutta, Mumbai, Delhi and Ahmedabad Stock Exchange. The Annual listing fee in respect of Bombay stock exchange has been paid and the listing fees of other stock exchanges are still pending.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the excellent performance and hard work put in by the employees, consultants at all levels in the Company's growth and development. The Directors also convey their grateful thanks to the Government authorities, Shareholders, Banks, Customers & Suppliers for their continued co-operation and patronage.

By Order of the Board of Directors

Place : Kolkata Sajjan Bagaria

Dated : 30th August, 2012 Executive Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company, togetherwith the audited financial accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

PARTICULARS 2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Sales 3482.43 2,831.42

Profit before Interest and Depreciation 198.13 187.13

Interest 25.43 52.64

Profit before Depreciation 172.70 134.49

Depreciation 57.66 53.05

Profit before Taxation 115.03 81.44

Profit after Taxation 91.24 52.27

Balance Brought Forward 324.30 272.02

Surplus available for Appropriation 415.53 324.30



APPROPRIATION:



Proposed Dividend 38.01 -

Tax on Proposed Dividend 6.31 -

Balance Carried forward to Balance Sheet 371.22 324.30

PERFORMANCE REVIEW

Your Companys turnover has increased to Rs.3482.43 Lac compared to Rs. 2831.42 Lac in previous year. The Profit before tax has increased to Rs. 115.03 Lac compared to 81.44 Lac in previous year. The overall improvement in Tea industry has resulted in the better performance of the Company during the year under review.

AWARDS AND CERTIFICATES

Your Company has once again received Export Excellence Award from Export Engineering Promotion Council, Eastern Region.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.0.75 per Equity share on 50,67,700 Equity Shares of Rs. 10 each for the Financial Year ended 31/03/2010.

FUTURE PROSPECTS

TEA DIVISION

Your Companys focus has always been to produce better quality of tea and achieve better prices. The production capacity has been expanded to manufacture more CTC and Green Tea. The plantation continues to make continuous progress. The Company expects to produce about 8 Lac Kgs. of tea this year.

MACHINERY DIVISION

The Export of Tea Machinery has significantly increased to Rs. 18.85 crpre in the 2009-10 compared to Rs. 15.98 crore in the previous year.

Apart from Export Sales the Company has also developed the Domestic market for sale of its Tea Machinery. The domestic sale of Machinery has increased to 7.71 crore compared to 6.27 crore in the previous year.

DEPOSITS

Your Company has not accepted any deposit within the meaning of section 58Aof the Companies Act, 1956 and the Rules made there under.

DIRECTORS

In accordance with provisions of the Companies Act, 1956, and the Companys Articles of Association, Mr. Deepak Pahwa and Mr. Harish Mitta! retire by rotation, and being eligible are recommended for re-appointment.

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 haveconffrmed their eligibility under section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

Notes referred to the Auditors Report are self-explanatory.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance. A detailed Report appears in the Annexure to the Directors Report.

DISCLOSURE REGARDING MANAGERIAL REMUNERATION FOR THE YEAR ENDED 31st MARCH, 2010

Mr. Sajjan Bagaria, Executive Chairman received a remuneration and perquisites of Rs. 1214600/-

Mr. Vineet Bagaria, Managing Director received a remuneration and perquisites of Rs. 1087300/-.

Mr. Kalyan Kumar Nanda, Executive Director (Marketing) received a remuneration and perquisites of Rs. 550681/-.

Non-executive Directors are not paid any remuneration. No sitting fees are paid to any Director.



DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the annual accounts, the applicable standards have been followed,

(ii) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 that period,

(iii) That your Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities,

(iv) That your Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENTS

The Companys shares are listed on Calcutta, Mumbai, Delhi and Ahmedabad Stock Exchange. The Annual listing fees in respect of all stock exchanges have been paid up to date.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the excellent performance and hard work put in by the employees, consultants at all levels in the Companys growth and development. The Directors also convey their grateful thanks to the Government authorities, Shareholders, Banks, Customers & Suppliers for their continued co-operation and patronage.

For and on behalf of the Board

Sajian Bagaria

Place: Kolkata

D?ted :31st August, 2010 Executive Chairman