Directors Report of Tatia Global Vennture Ltd.

Mar 31, 2024

Your Board of Directors (the “Board”) has the pleasure of presenting the 30^th Annual Report on the business and operations of Tatia Global Vennture Limited (the “Company”) along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs (MCA).

Key highlights of the financial performance of your Company for the FY 2023-24 have been summarized below.

(In Lakhs)
	Stant	alone	Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Revenue from Operations	108.72	483.28	120.75	490.89
Profit / (Loss) before Depreciation and Interest	62.29	438.34	61.92	439.83
Less: Interest	0.00	0.01	0.00	0.02
Less: Depreciation	0.06	0.09	0.06	0.09
Profit / (Loss) before Tax	62.23	438.24	61.86	439.72
Prior Period Tax	-	-	0.04
Provision for Tax/Current Tax	-	-	0.14	0.23
Deferred Tax	-	0.17	-	0.17
Profit / (Loss) after Tax	62.23	438.07	61.68	439.31
Other Comprehensive Income	45.32	(87.77)	45.32	(87.77)
Total Comprehensive Income	107.55	350.31	107.00	351.55

2. BUSINESS OPERATIONS / STATE OF COMPANY’S AFFAIRS

During the year under review, the Company has made a standalone profit of Rs.62.23 lakhs for FY 2023-24 as compared to standalone profit of Rs.438.07 lakhs for FY 2022-23. Similarly, your Company has made a consolidated profit of Rs.61.68 lakhs for FY 2023-24 as compared to consolidated profit of Rs.439.31 lakhs for FY 2022-23.

3. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company, during the year under review.

4. DIVIDEND

To conserve resources for future operations, the Board has decided not to declare any dividend for FY 2023-24.

5. TRANSFER TO RESERVES

Your Company proposes to transfer standalone profit of Rs.62.23 lakhs and consolidated profit of Rs.61.68 lakhs to the General Reserve.

6. CORPORATE GOVERNANCE

a) Corporate Governance Philosophy

Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Company’s philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The Board plays a central role in upholding and guiding this governance framework.

b) Board Diversity

Your Company recognizes the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender, which will help us retain our competitive advantage. The Policy on Board Diversity adopted by the Board sets out its approach to diversity, which is available on our website at www.tatia.co.in. Additional details on Board diversity is available in the Report on Corporate Governance that forms part of this Annual Report.

c) Board Composition and Key Managerial Personnel (KMP)

The composition of the Board of Directors of your Company confirms with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and Section 149 of the Companies Act, 2013 (the “Act”).

As on the date of the report, the Board of Directors comprises of four Directors, further classified into one Executive Director and three Non-Executive Directors out of which two are Independent Directors. Further, out of the two Independent Directors, one is an Independent Woman Director. The Chairman of the Board is a Promoter-Executive Director.

As on the date of the report, your Company has the following Key Managerial Personnel (KMP).

• Mr. S.P. Bharat Jain Tatia - Managing Director

• Ms. Namrata Parekh - Chief Financial Officer

• Mr. Madhur Agarwal - Company Secretary and Compliance Officer

d) Changes in Director and KMP

During the year under review and between the end of FY 2023-24 and the date of this report, following changes have occurred in the composition of Board and KMP:

• Appointment of Mr. Ramakrishnan Manikandan, DIN: 10255324, as NonExecutive Independent Director of the Company w.e.f February 08, 2024, for an initial term of five consecutive years up to February 07, 2029.

• Cessation of Mr. Arun Kumar Bafna as Non-Executive Independent Director of the Company with effect from the close of business hours on March 31, 2024, upon completion of his second tenure as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

• Resignation of Ms. Niharika Goyal (ACS:61428) from the position of Company Secretary and Compliance Officer with effect from closing of business hours on July 15, 2024.

• Appointment of Mr. Madhur Agarwal (ACS:72821) as Company Secretary and Compliance Officer with effect from July 16, 2024.

The appointment of Mr. Ramakrishnan Manikandan, DIN:10255324, as an Independent Director of the Company for an initial term of five consecutive years starting from February 08, 2024, was approved by the Members of the Company, on March 13, 2024, with requisite majority. Mr. Ramakrishnan Manikandan possesses the requisite expertise, integrity and experience (including proficiency) as a Director on the Company’s Board.

The resignation tendered by Ms. Niharika Goyal vide letter dated July 09, 2024, was noted by the Board in its meeting held on July 15, 2024. In the same meeting, the Board unanimously resolved to appoint Mr. Madhur Agarwal (ACS:72821) as Company Secretary and Compliance Officer w.e.f July 16, 2024.

According to the provision of Section 152(6) of the Act, Mr. S.P. Bharat Jain Tatia, Managing Director, DIN:00800056, is liable to retire by rotation and being eligible, offers themselves for re-appointment. Based on the result of performance evaluation, recommendation of the Nomination and Remuneration Committee and subject to the approval of Members in the 30^th AGM, the Board approved his re-appointment in its meeting held on August 30, 2024, and recommends the same to the Members. A resolution seeking Members’ approval for his re-appointment along with other required details forms part of the Notice of 30^th AGM.

e) Number of meetings of the Board

The Board met five times during FY 2023-24. The details of such meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days (120 days), as prescribed under the Act.

f) Separate Meeting of the Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 08, 2024.

The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors;

• Performance of the Board as a whole;

• Performance of Chairperson of the Company considering the views of executive directors and non-executive directors;

• Assessment of the quality, quantity, and timeliness of the flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

• Any unethical behavior, actual or suspected fraud or violation (if any) of the Company’s code of conduct.

g) Manner and Criteria of formal annual evaluation of Board''s performance and that of its Committees and Individual Directors

In terms of the requirements under the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated a criterion for evaluation of the performance of Board as a whole, individual Directors, Chairmanand the Board Committees. The criteria covers the areas relevant to the functioning of the Board and its Committees such as its composition, structure, oversight, effectiveness, performance, skill set, knowledge, strategy, and risk management. The individual Directors, particularly the Independent Directors, were evaluated on parameters such as integrity, participation, skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, etc. Accordingly, the Board and the NRC of your Company have carried out the performance evaluation during the year under review.

h) Board Committees

Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board of Directors has constituted various committees of the Board which are:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

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Details of composition, terms of reference, number of meetings and attendance of Members in these Committees are provided in the Report on Corporate Governance that forms part of this Annual Report.

i) Recommendations made by Board Committee’s

The Board, during the year under review, has accepted all recommendations made to it by its Committee’s including Audit Committee.

j) Composition of Audit Committee

The composition of the Audit Committee, as on March 31, 2024, is given below:

Name	Category
Mrs. Shobhaa Sankaranarayanan	Non-Executive Chairperson	Independent	Director,
Mr. Ramakrishnan Manikandan*	Non-Executive Member	Independent	Director,
Mr. Arun Kumar Bafna**	Non-Executive Member	Independent	Director,
Mr. Bharat Jain Tatia	Executive Director, Managing Director, Member

	*Appointed as a Member of the Committee w.e.f February 08, 2024. **Ceased to be a Member of the Committee due to completion of his term as an Independent Director w.e.f. from the close of business hours on March 31, 2024.
k)	Declaration by Independent Directors The Company has received the necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(7) of the Act and Regulation 16 and 25 of the SEBI Listing Regulations.
	All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as per Schedule IV of the Act.
l)	Compliance with Secretarial Standards During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
m)	Criteria/Policy on Director’s Appointment and Remuneration The Board and Nomination and Remuneration Committee has framed a policy/criterion for selection and appointment of Directors, Key Managerial Personnel and Senior Executives including qualifications, positive attributes, independence of a director, remuneration, and other matters provided under Section 178(3) of the Act and the SEBI Listing Regulations.
	The Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives,

personal growth and teamwork, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasizes on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The Policy reflects the Company’s objectives for good corporate governance as well as sustained long-term value creation for shareholders.

Pursuant to Section 134(3) of the Act, the detailed nomination and remuneration policy of the Company which lays down the criteria, is available on the Company’s website at https://www.tatia.co.in/files/policies.php.

Mr. S.P. Bharat Jain Tatia, Chairman and Managing Director, has foregone his salary for FY 2023-24.

n) Code of Conduct for Board of Directors and Senior Management

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Mr. S.P. Bharat Jain Tatia, Managing Director, and forms part of this Annual Report. It has been uploaded on the website of the Company and can be accessed at www.tatia.co.in.

o) Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Company’s process and policies for determining risk tolerance and reviews management’s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Risk Management Policy of the Company is available on our website www.tatia.co.in.

p) Board Policies

The details of the policies approved and adopted by the Board are provided in the Report on Corporate Governance that forms part of this Annual Report.

q) Statutory Compliance

The Company has been adopting the policies and requirements as mandated under various statutes to the extent and as far as possible and shall always strive to abide by the laws and by-laws as applicable.

7. DISCLOSURE / ANNEXURES

a) Annual Return

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the annual return on its website and can be accessed at http://tatia.co.in/files/investors.php.

b) Report on Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the principle that an organization’s corporate governance is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The compliance report on corporate governance along with a certificate from M/s. Darpan & Associates, Statutory Auditor, regarding compliance of the conditions of the corporate governance, as stipulated under Schedule V of the SEBI Listing Regulations is attached herewith as Annexure-F to this report.

c) Certificate of Non-Disqualification of Directors

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2024, obtained from M7s. AXN Prabhu & Associates, Practicing Company Secretary, CP 11440, MN 3902, is annexed as Annexure-H to this report.

d) Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is attached as Annexure-A to this report.

e) Certificate by CFO

Ms. Namrata Parekh, Chief Financial Officer, has submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate by CFO is herewith attached as Annexure-B to this report.

f) Related Party Transactions

All related party transactions during FY 2023-24 were in the ordinary course of business and at an arm’s length basis. During FY 2023-24, the Audit Committee reviewed on quarterly basis, the related party transactions of the Company for which prior approval was accorded by the Members in the 29^th AGM held on September 27, 2023.

The particulars of contracts or arrangements or transactions with related parties during FY 2023-24, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-D to this report.

Related party transactions during FY 2023-24 were in compliance with the Act, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statement.

Further, there were no materially significant Related Party Transactions entered into by the Company during the year under review, which may have potential conflict with the interest of the Company at large. There were no pecuniary relationships or transactions entered by the Independent Directors with the Company during the year under review.

g) Managerial Remuneration and Employee Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure-C.

h) Conservation of energy

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment.

Your Company constantly evaluates new technologies and invest to make its infrastructure more energy efficient. Currently, your Company uses LED lights and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy-efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

ii. The steps taken by the Company for utilizing alternate sources of energy- Nil

iii. Capital investment on energy conservation equipment-Nil

i) Technology absorption, adoption and innovation

i. Efforts made towards technology absorption: As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis and investing in additional links with adequate bandwidth to connect to clients across the globe.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

• Technology Imported: Nil

• Year of Import: Nil

• Whether the technology has fully been absorbed: Nil

• If not fully absorbed, area where absorption has not taken place and reason thereof: Nil

iv. Expenditure incurred on Research and Development: NA

j) Particulars of loans, guarantee, or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantee or investments during FY 2023-24 under the provisions of Section 186 of the Act read with applicable rules made there under and the required details have been disclosed in Note No. 2, 3 and 4 of the standalone financial statements forming a part of this Annual Report.

Further, your Company has not given any guarantee during FY 2023-24.

The following investments were held by your Company as on March 31, 2024.

As on March 31, 202^
Non-Current Assets	No. of shares	Rs.in Lakhs
Financial Assets
Investments carried at Fair Value through OCI
Quoted Investments in Equity Instruments
Kreon Finnancial Services Limited (F.V. of Rs.10/- each)	19,50,000	753.48
Sub-Total I	19,50,000	753.48
Other Investments - Wholly Owned Subsidiaries
Unquoted Investments in Equity Instruments
M/s. Deverbetta Lands Private Limited (F.V. of Rs.10/- each)	10,000	1.00
M/s. Kalyanang Developers Private Limited (F.V. of Rs.10/-each)	10,000	1.00
M/s. Pajjuvasami Developers Private Limited (F.V. of Rs.10/-each)	10,000	1.00
M/s. Sagarvar Gambhira Developers Private Limited (F.V. of Rs.10/- each)	10,000	1.00
M/s. Sundervans Infrastructure and Developers Private Limited (F.V. of Rs.10/- each)	10,000	1.00
M/s. Thali Estates Private Limited (F.V. of Rs.10/- each)	10,000	1.00
Sub-Total II		6.00
TOTAL (I II)		759.48

k)	Foreign Exchange Earnings and Outgo
	Sr. No.	Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
	1.	Expenditure in foreign Currency	Nil	Nil
	2.	Earning in Foreign Currency	Nil	Nil

l) Material changes and commitments

During the year under review, there has been meager material changes effecting the financial position of the Company. The Company has granted an interest rate of minimum 9% on the outstanding amounts of the clients/parties in FY 2023-24. There have been no material changes and commitments other than stated above, which affect

the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

m) Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Act do not apply to your Company as there was no dividend declared and paid since the beginning of the Company.

n) One-time settlement with any Bank or Financial Institution along with reasons During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.

o) Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or no proceedings that were filed by the Company or against the Company, which stands as pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

p) Significant material orders passed by Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company. However, the following are some of the orders issued by the Regulators:

The Order of Adjudication of Penalty received from the Ministry of Corporate Affairs

The Company received the Order of Adjudication of Penalty amounting to Rs. 35,000/-by the Adjudicating Officer under Section 454 of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of Section 118(10) read with para 1.2.4 of Secretarial Standard 2. Being aggrieved by the order, the Company filed Memorandum of Appeal dated January 25, 2024, to the Regional Director, South Chennai. The Company’s appeal was considered by the Regional Director in the hearing and the penalty was revised to 15% of the penalty imposed by the Adjudicating Officer (15% of Rs.35,000/-). The Company completed the payment of Rs.5250/- as the reduced penalty on August 14, 2024.

The Company received the Order of Adjudication of Penalty amounting to Rs. 12,00,000/- by the Adjudicating Officer under Section 454 of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of Section 134(5)(A) read with rule 8 and 8A of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. Being aggrieved by the Order, the Company filed Memorandum of Appeal dated January 25, 2024, to the Regional Director, South Chennai. The Company’s appeal was considered by the Regional Director in the hearing and the penalty was revised to 15% of the penalty imposed by the Adjudicating Officer (15% of Rs.12,00,000/-). The Company completed the payment of Rs.1,80,000/- as the reduced penalty on August 21, 2024.

Request for Compounding Orders from the Office of the Regional Director, South Chennai

The hearings for the compounding applications under Section 128, 129(1), 292 of Companies Act, 2013 were duly held in the Office of the Regional Director, South Chennai and the fine amounting to Rs. 50,000/- on the Managing Director and the KMP of the Company each per year of violation was imposed. The Company has requested for issue of detailed Compounding orders for further course of action.

8. AUDIT AND AUDITORS

a) Statutory Auditor

The Members of the Company, in 29^th AGM held on September 27, 2023, appointed M/s. Darpan & Associates, Chartered Accountants (FRN 016156S), as the Statutory Auditors of the Company for a period of five consecutive financial years from the conclusion of 29^th AGM till the conclusion of 34^th AGM to be held in the calendar year 2028.

b) Auditor’s Report

The report given by M7s. Darpan & Associates, Statutory Auditors, on the financial statements of the Company for the financial year ended March 31, 2024, forms part of this Annual Report. The comments on the statement of accounts referred to in the Audit Report are self-explanatory.

The Audit Report does not contain any qualification, reservation, or adverse remark.

As regards the Audit Report, the Company had fulfilled the export obligation and hence, had disputed the claim by DGFT. The Company has obtained an interim status quo order from Madras High Court.

c) Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Lakshmi Subramanian, Senior Partner, M7s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to the Board Report as Annexure-G.

Following qualifications have been mentioned		in the Secretarial Audit Report:
Act / Rules / Regulation	Qualifications	Response by Company
Reserve Bank of India Act, 1934 and guidelines, directions and instructions	Reserve Bank of India Act, 1934 and guidelines, directions and instructions are specifically applicable to the Company.	The activity carried on by the Company are to be categorized as real estate and land holding activities pertaining to the main objects of the Company and not as NBFC activity.

Delay in filing of Form.

Delay in filing of form MGT-14

Delay in the filing of the following form MGT-14 in one instance due to technical error in MCA V3 Version, with additional fee remitted.

d) Cost Audit and Cost Records

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

e) Reporting of fraud by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

9. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE

q) Total share capital of the Company

As of March 31, 2024, the total paid-up share capital of the Company stood at Rs.15,16,20,000/- (Rupees Fifteen Crore Sixteen Lakh Twenty Thousand Only) consisting of 15,16,20,000 (Fifteen Crore Sixteen Lakh Twenty Thousand) equity shares of Re.1/- each. There were no addition or alteration made to the paid-up share capital of your Company during the year under review.

r) Issue of equity shares with differential rights

Your Company had not issued any equity shares with differential rights during the year under review.

s) Issue of sweat equity shares

Your Company did not issue any sweat equity shares during the year under review.

t) Issue of employee stock options

Your Company did not issue any employee stock options during the year under review.

u) Listing on Stock Exchange

The Company’s equity shares are listed on BSE Limited having scrip code 521228.

v) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees

Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review.

w) Suspension of shares from trading

During FY 2023-24, the shares of the Company were not suspended from trading on the stock exchange.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behavior, actual or suspected fraud, violation of Company’s code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee. The details of the policy are explained in the Report on Corporate Governance and posted on the website of the Company and can be accessed at www.tatia.co.in.

11. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirement under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at www.tatia.co.in.

12. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE AND CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has a robust mechanism in place to redress complaints reported under it. Your Company has a formal policy for the prevention of sexual harassment of the employees at the workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further, an Internal Complaints Committee (ICC) has also been set up, as per the provisions of POSH, to redress complaints received regarding sexual harassment. During the year under review, no cases were reported to the Company under POSH.

13. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public during the financial year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2024.

There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

14. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the applicability criteria given under Section 135(1) of the Act. Therefore, it does not require us to comply with the provisions related to Corporate Social Responsibility.

15. SUBSIDIARIES. ASSOCIATES. AND JOINT VENTURES

As on March 31, 2024, your Company has 6 (Six) wholly-owned unlisted Indian subsidiaries, but no such subsidiary qualifies to be called as an unlisted material subsidiary as per Regulation 24 of the SEBI Listing Regulations. There has been no material change in business of the Company’s subsidiaries.

In order to raise funds and invest them in better projects and diversify the business, the Management of your Company decided to monetize the assets held as land inventory in the subsidiary companies or sell or transfer or dispose-off assets or part or all of the Subsidiary and shareholding of the Company in the Subsidiary (in one or more tranches), which results (or could result) in the shareholding of the Company in the Subsidiary be less than fifty percent (50%). The main aim behind such decision was the better prospects in future for our Company and its stakeholders. The said transaction was approved by the Board of Directors, in its meeting held on August 31, 2021and Members approval was taken in the 27^th AGM held on September 30, 2021. However, due to time constraint, the said transaction could not be completed till the FY 2023-24. The process of negotiation is going on to find the right buyer and the Management is seeking necessary steps to complete the transaction during FY 2024-25.

Following is the six wholly-owned subsidiaries of your Company:

• Thali Estates Private Limited.

• Deverbetta Lands Private Limited.

• Kalyanang Developers Private Limited.

• Pajjuvasami Developers Private Limited.

• Sagarvar Gambhira Developers Private Limited.

• Sundervans Infrastructure and Developers Private Limited.

Further, there are no associate companies within the meaning of Section 2(6) of the Act.

As per the provisions of Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. A statement, in Form AOC-1, containing the salient features of the financial statements of the subsidiaries is attached as Annexure-E to this report. Financial statements of each of the subsidiaries have also been placed on the website of the Company and can be accessed at www.tatia.co.in. The annual accounts of the subsidiaries will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

16. DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND INTERNAL FINANCIAL CONTROL SYSTEMS

Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to Company’s policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Board of your Company has laid down IFC systems to be followed by the Company and that such systems are adequate and operating effectively.

Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. It ensures that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

Role of internal audit

Internal Audit is an independent function within the Company, which provides assurance to the Management on the design and operating effectiveness of IFC systems as well as suggesting improvements to them. Internal Audit assesses and promotes strong ethics and values within the organization and facilitates in managing changes in the business and regulatory environment. Internal Audit responsibilities encompass all locations, operating entities and geographies of the Company, in which all aspects of business, viz. operational, financial, information systems and regulatory compliances are reviewed periodically.

The top Management and the Audit Committee of the Board review the findings and recommendations and make suggestions for improvement to the Board. Direct reporting to the Audit Committee ensures that Internal Audit functions independently from the business. To conduct an internal audit of your Company, the Board, in its meeting held on May 25, 2023, appointed M/s V. Rajesh & Associates, Chartered Accountants, as the Internal Auditors of the Company for FY 2023-24.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2024, and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared annual accounts on a going concern basis;

e) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, and;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express their gratitude to our customers, shareholders, suppliers, bankers, business partners, financial institutions, and both Central and State Governments for their steadfast support and encouragement. I am sure you will also join our Directors in conveying our sincere appreciation to all the employees of the Company and its subsidiaries for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.

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Mar 31, 2023

Your Board of Directors (the “BOARD”) has the pleasure of presenting the 29^th Annual Report on the business and operations of Tatia Global Vennture Limited (the “Company”) along with the audited financial statements, standalone and consolidated, for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs (MCA).

Key highlights of the financial performance of your Company for the financial year 2022-23 have been summarised below.

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	31/03/2023	31/03/2022	31/03/2023	31/03/2022
Revenue from Operations	483.28	107.16	490.89	115.79
Profit / (Loss) before Depreciation and Interest	438.34	(132)	439.83	1.85
Less: Interest	0.01	1.77	0.02	1.77
Less: Depreciation	0.09	0.13	0.09	0.13
Profit / (Loss) before Tax	438.24	(3.22)	439.72	(0.05)
Prior Period Tax	-	-		-
Provision for Tax	-	-	0.23	0.50
Deferred Tax	0.17	0.91	0.17	0.91
Profit / (Loss) after Tax	438.07	(4.13)	439.31	(1.46)
Other Comprehensive Income	(87.77)	610.52	(87.77)	610.52
Total Comprehensive Income	350.31	606.39	351.55	609.06

2. BUSINESS OPERATIONS / STATE OF COMPANY’S AFFAIRS

During the year under review, the Company has made a standalone profit of Rs.438.07 lakhs for the FY 2022-23 as compared to standalone loss of Rs.4.13 lakhs for the FY 2021-22. Similarly, your Company has made a consolidated profit of Rs.439.31 lakhs for the FY 202223 as compared to consolidated loss of Rs.1.46 lakhs for the FY 2021-22.

3. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company, during the year under review.

4. DIVIDEND

In order to conserve resources for future operations, the Board of Directors has decided not to declare any dividend for the FY 2022-23.

5. TRANSFER TO RESERVES

Your Company proposes to transfer standalone profit of Rs.438.07 lakhs and consolidated profit of Rs.439.31 lakhs to the General Reserve.

6. CORPORATE GOVERNANCE

a) Corporate Governance Philosophy

Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behaviour helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Company’s philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The Board is at the centre of the governance system of your Company.

b) Board Diversity

Your Company recognizes the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender, which will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity, which is available at our website at www.tatia.co.in and additional details on Board diversity is available in the Report on Corporate Governance that forms part of this Annual Report.

c) Board Composition and Key Managerial Personnel (KMP)

The composition of the Board of Directors of your Company confirms with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and Section 149 of the Companies Act, 2013 (the “Act”).

The Board of Directors comprises of one Executive Director and three Non-Executive Directors out of which two are Independent Directors. Further, out of the two Independent Directors, one is an Independent Woman Director. The Chairman of the Board is a Promoter-Executive Director.

Your Company has the following Key Managerial Personnel (KMP).

• Mr. S.P. Bharat Jain Tatia - Managing Director

• Ms. Namrata Parekh - Chief Financial Officer

• Ms. Niharika Goyal - Company Secretary and Compliance Officer

d) Changes in Director and KMP

During the year under review and between the end of the FY 2022-23 and the date of this report, there is no the change in Directors and Key Managerial Personnel (KMP) of the Company.

t

According to the provision of Section 152(6) of the Act, Mr. Tatia Jain Pannalal Sampathlal, Director, DIN: 01208913, is liable to retire by rotation and being eligible, offers themselves for re-appointment. Based on the result of performance evaluation and recommendation of the Nomination and Remuneration Committee and subject to the approval of Members in the 29^th AGM, the Board approved his re-appointment in its meeting held on August 31, 2023 and recommends the same to the Members.

e) Number of meetings of the Board

The Board met eight times during the FY 2022-23. The details of such meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days, as prescribed under the Companies Act, 2013.

f) Separate Meeting of the Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 10, 2023.

The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors;

• Performance of the Board as a whole;

• Performance of Chairperson of the Company considering the views of executive directors and non-executive directors;

• Assessment of the quality, quantity, and timeliness of the flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

• Any unethical behavior, actual or suspected fraud or violation (if any) of the Company’s code of conduct.

g) Manner and Criteria of formal annual evaluation of Board''s performance and that of its Committees and Individual Directors

In terms of the requirements under the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated a criterion for evaluation of the performance of Board as a whole, Individual Directors, Chairman, and Board Committees. The criteria cover the areas relevant to the functioning of the Board and its Committees such as its composition, structure, oversight, effectiveness, performance, skill set, knowledge, strategy, and risk management. The individual Directors, particularly the Independent Directors, were evaluated on the parameters such as integrity, participation, skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman

of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, etc. Accordingly, the Board and NRC of your Company have carried out the performance evaluation during the year under review.

h) Board Committees

Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board of Directors has constituted various committees of the Board which are:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

Details of composition, terms of reference, number of meetings and attendance of Members in these Committees are provided in the Report on Corporate Governance that forms part of this Annual Report.

i) Recommendations made by Board Committee’s

The Board, during the year under review, has accepted all recommendations made to it by the Board Committee’s including Audit Committee.

j) Composition of Audit Committee

The composition of the Audit Committee is given below:

Name	Category
Mrs. Shobhaa Sankaranarayanan	Non-Executive Chairperson	Independent	Director,
Mr. Arun Kumar Bafna	Non-Executive Member	Independent	Director,
Mr. Bharat Jain Tatia	Executive Director, Member

k) Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(7) of the Act and Regulation 16 and 25 of the SEBI Listing Regulations.

All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as per Schedule IV of the Companies Act, 2013.

l) Compliance with Secretarial Standards

During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

m) Criteria/Policy on Director’s Appointment and Remuneration

The Board of Directors and Nomination and Remuneration Committee (NRC) has framed a policy/criterion for selection and appointment of Directors, Key Managerial Personnel and Senior Executives including qualifications, positive attributes, independence of a

Director, remuneration, and other matters provided under Section 178(3) of the Act and the SEBI Listing Regulations.

The Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasize on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The Policy reflects the Company’s objectives for good corporate governance as well as sustained long-term value creation for shareholders.

Pursuant to Section 134(3) of the Act, the detailed nomination and remuneration policy of the Company which lays down the criteria, is available on the Company’s website at https://www.tatia.co.in/files/policies.php.

We affirm that the remuneration paid to the Directors/KMP is in accordance with the remuneration policy of the Company.

Mr. S.P. Bharat Jain Tatia, Chairman and Managing Director, has foregone his salary for the financial year 2022-23.

n) Code of Conduct for Board of Directors and Senior Management

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Mr. S.P. Bharat Jain Tatia, Managing Director of the Company and forms part of this Annual Report and has been uploaded on the website of the Company and can be accessed at www.tatia.co.in.

o) Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Company’s process and policies for determining risk tolerance and reviews management’s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Risk Management Policy of the Company is available on our website www.tatia.co.in.

p) Board Policies

The details of the policies approved and adopted by the Board of the Company are provided in the Report on Corporate Governance that forms part of this Annual Report.

q) Statutory Compliance

The Company has been adopting the policies and requirements as mandated under various statutes to the extent and as far as possible and shall always strive to abide by the laws and by- laws as applicable.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm

that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2023 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared annual accounts on a going concern basis;

e) the directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, and;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DISCLOSURE / ANNEXURES

a) Annual Return

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Act, the submission of extract of the Annual Return in the form MGT-9 has been dispensed with in terms of the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021. Hence, the form MGT-9 has not been attached with the Board Report.

However, the Company has placed a copy of the annual return on its website and can be accessed at http://tatia.co.in/files/investors.php.

b) Report on Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility, and accountability thereby upholding the important dictum that an organisation’s corporate governance is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The compliance report on corporate governance along with a certificate (Annexure-G) from M/s. Darpan & Associates, Independent Auditor / Statutory Auditor, regarding compliance of the conditions of the corporate governance, as stipulated under Chapter V of the SEBI Listing Regulations is attached herewith as Annexure-F to this report.

c) Certificate of Non-Disqualification of Directors

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2023 obtained from M/s. AXN Prabhu & Associates, Practicing Company Secretary, CP 11440, MN 3902, is annexed as Annexure-I to this report.

d) Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is attached as Annexure-A to this report.

e) Certificate by CFO

Ms. Namrata Parekh, Chief Financial Officer, has submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate by CFO is herewith attached as Annexure-B to this report.

f) Related Party Transactions

All related party transactions during the FY 2022-23 were in the ordinary course of business and at arm’s length basis. During the FY 2022-23, the Audit Committee has reviewed on quarterly basis, the related party transactions of the Company for which prior approval was accorded by the Members in the 28^th AGM held on September 27, 2022.

The particulars of contracts or arrangements or transactions with related parties during the FY 2022-23, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-D to this report.

Related party transactions during the FY 2022-23 were in compliance with the Act, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statement.

Further, there were no materially significant Related Party Transactions entered into by the Company during the year under review, which may have potential conflict with the interest of the Company at large. There were no pecuniary relationship or transactions entered into by the Independent Directors with the Company during the year under review.

g) Particulars of loans, guarantee, or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantee or investments during the financial year 2022-23 under the provisions of Section 186 of the Act read with applicable rules made there under and the required details have been disclosed in Note No. 2, 3 and 4 of the Standalone Financial Statements forming a part of this Annual Report.

Further, your Company has not given any guarantee during the financial year 2022-23. Following investments were held by your Company during the financial year 2022-23.

Non-Current Assets	No. of shares	Rs.in Lakhs
Financial Assets
Investments carried at Fair Value through OCI
Quoted Investments in Equity Instruments
Kreon Finnancial Services Limited (F.V. of Rs.10/- each)	19,50,000	702.00
Sub-Total I	19,50,000	702.00
Other Investments - Wholly Owned Subsidiaries
Unquoted Investments in Equity Instruments
M/s. Deverbetta Lands Private Limited (F.V. of Rs.10/- each)	10,000	1.00
M/s. Kalyanang Developers Private Limited (F.V. of Rs.10/-each)	10,000	1.00
M/s. Pajjuvasami Developers Private Limited (F.V. of Rs.10/-each)	10,000	1.00
M/s. Sagarvar Gambhira Developers Private Limited (F.V. of Rs.10/- each)	10,000	1.00
M/s. Sundervans Infrastructure and Developers Private Limited (F.V. of Rs.10/- each)	10,000	1.00
M/s. Thali Estates Private Limited (F.V. of Rs.10/- each)	10,000	1.00
Sub-Total II	60,000	6.00
TOTAL (I II)	20,10,000	708.00

h) Managerial Remuneration and Employee Related Disclosures

The details required pursuant to the provisions of Section 197(12) of the Act read with

Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 are set out in Annexure-C to the Board’s Report.

Mr. S.P. Bharat Jain Tatia, Managing Director of the Company, do not receive any

remuneration or commission from any of the subsidiaries of the Company.

i) Conservation of energy

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment.

Your Company constantly evaluates new technologies and invest to make its infrastructure more energy-efficient. Currently, your Company uses LED lights and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy-efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

ii. The steps taken by the Company for utilizing alternate sources of energy- Nil

iii. Capital investment on energy conservation equipment-Nil

j) Technology absorption, adoption and innovation

i. Efforts made towards technology absorption: As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis and investing in additional links with adequate bandwidth to connect to clients across the globe.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

• Technology Imported: Nil

• Year of Import: Nil

• Whether the technology has fully been absorbed: Nil

• If not fully absorbed, area where absorption has not taken place and reason thereof: Nil

iv. Expenditure incurred on Research and Development: NA

k) Foreign Exchange Earnings and Outgo

Sr.	Particulars	Year Ended	Year Ended
No.		March 31, 2023	March 31, 2022
1.	Expenditure in foreign Currency	Nil	Nil
2.	Earning in Foreign Currency	Nil	Nil

l) Material changes and commitments

During the year under review, there has been meager material changes effecting the financial position of the Company. The Company has granted interest rate of minimum 9% on the outstanding amounts of the clients/parties in financial year 2022-23.

There have been no material changes and commitments other than stated above, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

m) Significant material orders passed by Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

Show Cause and Adjudication Notices received from the Ministry of Corporate Affairs

The Company has received Show Cause Notices and Adjudication notices from the Ministry of Corporate Affairs (MCA) on February 02, 2023 for violation of various

sections oi the Companies Act, 2013. me Company has tiled compounding applications under Section 128, 129(1), 133, 134, 292 of the Companies Act, 2013. Further, the reply to the Adjudication notice received on February 02, 2023 has been submitted by the Company.

n) Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Act do not apply on your Company as there was no dividend declared and paid since the beginning of the Company.

o) One-time settlement with any Bank or Financial Institution along with reasons During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.

p) Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or no proceedings that were filed by the Company or against the Company, which stands as pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

9. AUDIT AND AUDITORS

a) Statutory Auditor

The Members of the Company, in 28^th AGM held on September 27, 2022, re-appointed M/s. J.V. Ramanujam & Co., Chartered Accountants having FRN: 002947S, as Statutory Auditors of the Company, to hold office from the conclusion of 28^th AGM till the conclusion of the 33^rd AGM. However, during the FY 2022-23, the Statutory Auditors submitted their resignation via letter dated January 10, 2023 to the Company due to the fact that the majority partners had called for dissolution of the firm and they have become incapacitated to act as the Statutory Auditors as per the required auditing standards, legal requirements and related guidelines, thereby creating a casual vacancy in the office of Statutory Auditors.

Pursuant to Sections 139(8) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendations of the Audit Committee and subject to approval of the Members, the Board of Directors at their meeting held on January 25, 2023, approved the appointment of M/s. Darpan & Associates, Chartered Accountants having firm registration number 016156S, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. J.V. Ramanujam & Co., Chartered Accountants, to hold office with effective from January 27, 2023 till the conclusion of the ensuing Annual General Meeting. The said appointment was approved by the Members via postal ballot e-Voting process for which resolution was deemed to be passed on April 12, 2023.

M/s. Darpan & Associates, Chartered Accountants (FRN 016156S), are willing and have consented to be appointed as the Statutory Auditors of the Company for a period of five consecutive financial years from the conclusion of 29^th AGM till the conclusion of 34^th

AGM to be held in the calendar year 2028. The Board in its meeting held on August 31, 2023, basis the recommendation of Audit Committee and subject to the approval of Members in the 29^th AGM, has accorded their consent to appoint M/s. Darpan & Associates, Chartered Accountants, as Statutory Auditors of the Company.

b) Auditor’s Report

The report given by M/s. Darpan & Associates, Statutory Auditors, on the financial statements of the Company for the financial year ended March 31, 2023 forms part of this Annual Report. The comments on the statement of accounts referred to in the Audit Report are self-explanatory. The Audit Report does not contain any qualification, reservation, or adverse remark.

As regards to the Audit Report, the Company had fulfilled the export obligation and hence, had disputed the claim by DGFT. The Company has obtained interim status quo order from Madras High Court.

c) Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P.S. Srinivasan, Associate Partner, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to the Board Report as Annexure-H.

Following qualifications have been mentioned in the Secretarial Audit Report''

Act / Rules / Regulation	Qualifications	Response by Company
Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 and related circulars	The contribution of financial assets and other income to the total assets and total income is more than 50%, Hence as per the RBI Guidelines, the Company needs to register itself with RBI as NBFC.	The activity carried on by the Company are to be categorized as real estate and land holding activities pertaining to the main objects of the Company and not as NBFC activity.
Delay in filing of Form.	Delay in filing of form AOC-4	The delay in filing of the form AOC-4 occurred due to technical issues.

d) Cost Audit and Cost Records

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

e) Reporting of fraud by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported, to the Audit Committee, any instances of fraud committed against the

Company by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

10. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE

a) Total share capital of the Company

As of March 31, 2023, the total paid-up share capital of the Company stood at Rs.15,16,20,000/- (Rupees Fifteen Crore Sixteen Lakh Twenty Thousand Only) consisting of 15,16,20,000 (Fifteen Crore Sixteen Lakh Twenty Thousand) equity shares of Re.1/- each. There were no addition or alteration made to the paid-up share capital of your Company during the year under review.

b) Issue of equity shares with differential rights

Your Company had not issued any equity shares with differential rights during the year under review.

c) Issue of sweat equity shares

Your Company had not issued any sweat equity shares during the year under review.

d) Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

e) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees

Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review.

f) Listing on Stock Exchange

The Company’s equity shares are listed on Bombay Stock Exchange Limited having scrip code 521228.

g) Suspension of shares from trading

During the financial year 2022-23, the shares of the Company were not suspended from trading on the stock exchange.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behaviour, actual or suspected fraud, violation of Company’s code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee.

The details of the policy are explained in the Report on Corporate Governance and also posted on the website of the Company and can be accessed at www.tatia.co.in.

12. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirement under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at www.tatia.co.in.

13. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE AND CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has a robust mechanism in place to redress complaints reported under it. Your Company has a formal policy for the prevention of sexual harassment of the employees at the workplace.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further, an Internal Complaints Committee (ICC) has also been set up, as per the provisions of POSH, to redress complaints received regarding sexual harassment. During the year under review, no cases were reported to the Company under POSH.

14. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public, during the financial year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2023.

15. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the applicability criteria given under Section 135(1) of the Act. Therefore, it does not require to comply with the provisions related to Corporate Social Responsibility.

16. SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

As on March 31, 2023, your Company has 6 (Six) wholly-owned unlisted Indian subsidiaries, but no such subsidiary qualifies to be called an unlisted material subsidiary as per Regulation 24 of the SEBI Listing Regulations. There has been no material change in the nature of business of the Company’s subsidiaries.

In order to raise funds and invest them in better projects and diversify the business, the Management of your Company decided to monetize the assets held as land inventory in the subsidiary companies or sell or transfer or dispose-off assets or part or all of the Subsidiary and shareholding of the Company in the Subsidiary (in one or more tranches), which results (or could result) in the shareholding of the Company in the Subsidiary be less than fifty percent (50%). The main aim behind such decision was the better prospects in future for our Company and its stakeholders.

The said transaction was approved by the Board of Directors, in its meeting held on August 31, 2021 and Members approval was taken in the 27^th AGM held on September 30, 2021. But due to time constraint and ongoing negotiations with the buyer, the said transaction could not be completed till the FY 2022-23 and the Management is seeking necessary steps to complete the transaction during the FY 2023-24.

Following are the six wholly-owned subsidiaries of your Company:

• Thali Estates Private Limited;

• Deverbetta Lands Private Limited;

• Kalyanang Developers Private Limited;

• Pajjuvasami Developers Private Limited;

• Sagarvar Gambhira Developers Private Limited; and

• Sundervans Infrastructure and Developers Private Limited.

Further, there are no associate companies within the meaning of Section 2(6) of the Act.

As per the provisions of Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement, in Form AOC-1, containing the salient features of the financial statements of the subsidiaries is attached as Annexure-E to this report. Financial statements of each of the subsidiaries have also been placed on the website of the Company and can be accessed at www.tatia.co.in.

The annual accounts of the subsidiaries will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

17. DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND INTERNAL FINANCIAL CONTROL SYSTEMS

Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to Company’s policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board of your Company has laid down IFC systems to be followed by the Company and that such systems are adequate and operating effectively.

Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. It ensures that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

Role of internal audit

Internal Audit is an independent function within the Company, which provides assurance to the Management, on the design and operating effectiveness of IFC systems as well as suggest improvements to them. Internal Audit assesses and promotes strong ethics and values within

the organisation and facilitates in managing changes in the business and regulatory environment. Internal Audit responsibilities encompass all locations, operating entities, and geographies of the Company, in which all aspects of business, viz. operational, financial, information systems, and regulatory compliances are reviewed periodically.

The top Management and the Audit Committee of the Board review the findings and recommendations to the Board for improvement on the same. Direct reporting to the Audit Committee establishes Internal Audit as a function independent from the business.

To conduct internal audit of your Company, the Board, in its meeting held on May 30, 2022, appointed V. Rajesh & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2022-23.

18. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Central and State Government for their consistent support and encouragement to the Company. I am sure you will also join our Directors in conveying our sincere appreciation to all the employees of the Company and its subsidiaries for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.

On behalf of the Board of Directors For Tatia Global Vennture Limited

Sd/-

Place: Chennai S.P. Bharat Jain Tatia

Date: 31.08.2023 Chairman and Managing Director

DIN:00800056

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Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 21st ANNUAL REPORT of your company together with the Auditors Report for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2015.

Rs. In Lakhs

Particulars Year ended Year ended 31st March 2015 31st March 2014 Standalone Standalone

Income from Operations 170.36 424.52

Profit/(Loss)

before depreciation

Interest and Tax 96.10 69.13

Interest 17.33 13.96

Depreciation 4.63 5.68

Profit/(Loss) before Tax 74.14 49.49

Provision for Tax — —

Deferred Tax — —

Profit/ (Loss) after tax 74.14 49.49

Particulars Year ended Year ended 31st March 2015 31st March 2014 Consolidated Consolidated

Income from Operations 170.36 424.52

Profit/(Loss)

before depreciation

Interest and Tax 94.96 67.49

Interest 17.33 13.96

Depreciation 4.63 5.68

Profit/(Loss) before Tax 73.00 47.85

Provision for Tax — —

Deferred Tax — —

Profit/ (Loss) after tax 73.00 47.85

2. BUSINESS & PERFORMANCE

During the year under review, the Company has made a standalone profit of Rs.74.14 lacs for the financial year 2014-2015 as compared to standalone profit of Rs.49.49 lacs for the financial year 2013- 2014. Your Company has made a consolidated profit of Rs.73.00 lacs for the financial year 2014- 2015 as compared to consolidated Profit of Rs.47.85 lacsfor the financial year2013-2014.

3. DIVIDEND

In order to conserve resources the Board of Directors have decided not to declare any dividend for the current financial year 2014-15.

4. TRANSFER TO GENERAL RESERVES

Your Company proposes to transfer Rs.74,13,919.00 to the General Reserves.

5. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company 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; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

6. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company has given loan of Rs.18,18,26,724/- under Section 186 of the Act during the financial year 2014-15.The Company has not given any guarantee nor made any investments during the Financial year 2014-2015.

7. SUBSIDIARY COMPANIES

Your Company has six subsidiaries. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.

Performance and financial position of the subsidiary companies is given in Annexure-I.

8. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Company's business does not require any technology absorption and hence no reporting is required to be furnished under this heading.

Foreign Exchange inflow and outflow during the year is Nil.

9. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2015.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION

In terms of Section 152 of the Companies Act 2013, Mr. S. P.Bharat Jain Tatia , who retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. S. P.Bharat Jain Tatia offered himself for re-appointment. Brief profile is mentioned in the Notice of forthcoming Annual General Meeting of the company.

REAPPOINTMENT OF MANAGING DIRECTOR

In terms of Section 196,197,203 and any other applicable provisions of the Companies Act 2013, Mr. S. P.Bharat Jain Tatia, is eligible for re-appointment as the Managing Director (DIN: 00800056) w.e.f 17th April 2015 for a further period 5 years as recommended by the nomination and remuneration committee, approved by the Board of Directors at their meeting held on 17.04.2015, such terms as contained in the Explanatory Statement.

INDEPENDENT DIRECTOR

Pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange Mr. Arun Kumar Bafna and Ms. D. Hemamalini are the Independent Directors of the Company and appointment was made for 5 years at the 20th AGM.

KEY MANAGERIAL PERSONNAL

Mr.Subbarayan Ekambaram was appointed as the Chief Financial Officer of the Company with effect from 22.08.2014 during the financial year.

The Company is yet to appoint company secretary and has given advertisement and circulars at the Institute of Company Secretaries of India (ICSI).

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Executive Directors was carried out by the Independent Directors.

11. STATUTORY AUDITORS

M/s. K.Subramanyam & Co., Chartered Accountants, (Firm Registration Number 004146S) have been appointed as statutory auditors of the company at the last Annual General Meeting held on 29/39/2014, to hold office till the conclusion of the twenty first Annual General Meeting of the company. The Board of Directors of the company has recommended the appointment of Messrs. K.Subramanyam & Co., Chartered Accountants, (Registration Number 004146S) as statutory auditors of the company from the conclusion of twenty first Annual General Meeting till the conclusion of twenty fifth Annual General Meeting of the company, subject to the ratification of appointment of Statutory Auditors at every annual general meeting by the shareholders.

12. COMMENT ON STATUTORY AUDITOR'S REPORT

There were no adverse remarks made by the statutory auditor, Mr. K. Subramanyam, Chartered Accountants bearing (Membership No. 023663, Regn. No. 004146S), in the Statutory Audit Report, during the current financial year.

13. 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 M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries,(CP No.1087:, FCS:3534),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure VI'.

14. COMMENT ON SECRETARIAL AUDITOR REPORT

With Reference to the remarks made by the secretarial auditor, Mr. P.S. Srinivasan, Associate partner M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries bearing (CP No. 3122), in the Secretarial Audit Report, the company has taken the corrective measures during the current financial year.

15. PERSONNEL

According to Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,none of the employees fall under the category specified under the said Section and the Rules made there-under.

16. RELATED PARTIES TRANSACTIONS

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm's length basis. The provisions of Section 188(1) of the Act are not applicable. Details given in Annexure - II Form No. AOC 2.

17. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed at Annexure-III in the prescribed form MGT-9 and forms part of this Report.

18. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

19. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per Clause 49 of the listing agreement entered into with the stock exchanges, Management Discussion and Analysis report (ANNEXURE - IV) and Corporate Governance Report with Auditors' certificate thereon (ANNEXURE-V) are attached and form part of this report.

21. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

22. NUMBER OF MEETINGS OF THE BOARD

Seven meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr. S.P. Bharat Jain Tatia, the Managing Director of the Company and forms part of the Annual Report and the website of the Company at www.tatia.co.in

24. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report and the website of the Company at www.tatia.co.in.

25. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company as per the act and no committee is required to be form.

26. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFORE ACKNOWLEDGEMNT IN DIRECTORS REPORT

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and also Company's shareholders, auditors, customers and bankers for their continued support.

On behalf of the Board of Directors For Tatia Global Vennture Limited

Sd/- S.P.Bharat Jain Tatia Place: Chennai Managing Director Date: 28th August 2015 DIN.NO.00800056

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report on the financial results of the company for the Twentieth year, along with the Audited Balance Sheet as on 31st March, 2014 and the Profit and Loss Account for the year ended 31st March, 2014.

1. Financial Results

Your Directors are pleased to furnish below the financial results for the year ended 31st March, 2014

Rs. In Lakhs Particulars Year ended Year ended Year ended Year ended 31st March 31st March 31st March 31st March 2014 2013 2014 2013 Standalone Standalone Consolidated Consolidated

Income from Operations 295.41 775.12 295.41 2554.42

Non-Operating Income 129.12 62.40 129.12 62.49

Total Income 424.52 837.52 424.52 2616.91

Total Expenditure 375.03 787.21 376.67 2466.65

Profit/(Loss) before depreciation Interest and Taxation 29.85 50.31 28.21 150.26

Interest & Finance Charges 13.96 17.73 13.96 17.76

Depreciation 5.68 6.94 5.68 6.97

Profit/(Loss) before Tax 49.49 25.64 47.85 125.53

Provision for Current Taxes --- 4.32 --- 4.32

Provision for Deferred Taxes --- (0.91) --- (0.91)

Profit/(Loss) after Tax 49.49 22.23 47.85 122.12

Balance in Profit & Loss Account (138.29) (160.52) (150.70) 21.87

Balance carried to Balance Sheet (88.81) (138.29) (102.85) 143.99

Your Company has made a Standalone profit of Rs. 49.49 lacs for the financial year 2013-14 as compared to Standalone profit of Rs.22.23 lacs in the previous year 2012-13. Your Company has made a Consolidated profit of Rs. 47.85 lacs for the financial year 2013-14.

2. DIVIDEND

In order to stream line Company''s business model, the board of directors have decided not to declare any dividend for the current fiscal. The profits, retained by the company during the financial year 2013-14, has been carried over to the Reserves and Surplus Account.

3. FUTURE PROSPECTS

Your Company has prepared itself for entering into diversified projects through its special purpose vehicles, and your Board of Directors believes this will help the company to make profitable.

4. FIXED DEPOSITS

Your Company has neither accepted nor invited any Fixed deposit from the public in terms of Section 58A of the Companies Act, 1956 during the financial year ended 31st March 2014.

5. DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Arun Kumar Bafna and Mr. Kamlesh Parasmal as Independent Directors of the Company. Mr. Kamlesh Parasmal, Director of the Company is resigning from the position of Directorship with effect from 19/06/2014. Ms.D.Hemamalini is appointed as independent director of the Company with effect from 31/07/2014, subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company has received declarations from the retiring independent director as well as the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Mr.Arun kumar Bafna and Ms.D.Hemamalini are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company. Mr. Pannalal Tatia Jain Sampathlal, Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a ''going concern'' basis.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year under review, as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors'' Report as Annexure A.

8. CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of the Corporate Governance as prescribed in the Listing agreement entered into with Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors'' Report as Annexure B.

9. SUBSIDIARY COMPANIES

The details of Subsidiary Companies are:-

Sl.No. Name of Subsidiary Companies Registered Office Address

1. Deverbetta Lands Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006

2. Sagarvar Gambhira Developers Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006

3. Sundervans Infrastructure and No. 19, 3rd Floor, Aroshree Tower, Developers Private Limited Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006

4. Thali Estates Private Limited No. 19, 3rd Floor, Aroshree Tower,

Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006

5. Kalyanang Developers Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006

6. Pajjuvasami Developers Private Limited No. 19, 3rd Floor, Aroshree Tower, Rutland Gate, 4th Street, Nungambakkam, Chennai-600 006

10. Consolidated Financial Statement

The holding companies are exempt from publishing the accounts of subsidiaries subject to fulfillment of certain conditions vide Circular No.2/2011 dated 2nd February, 2011 issued by the Ministry of Corporate Affairs. However, the financial statements of the subsidiary companies has been prepared and form part of the Consolidated Financial Statements.

11. Conservation of Energy / Technology Absorption and Foreign Exchange Earnings / Outgo Conservation of Energy:

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. Since the Company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable. However the company has invested in power generation projects through its wholly owned subsidiary.

Technology Absorption:

The Company has not adopted /intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

12. Particulars of Employees

None of the employees fall under the category specified under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 for the year.

13. Auditors

The Auditors, M/s. K. Subramanyam & Co., Chartered Accountants, Chennai hold office up to the date of the ensuing Annual General Meeting and are eligible for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. K. Subramanyam & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

14. Company Secretary

The company is in a continuous process of appointing a whole time company secretary. The company is scouting for a suitable candidate directly and even through Institute of comapny secretaries of India.

However the company in due course have utilised the services of practising company secretaries with regard to all compliance related matters.

Further the company has up to date compliance recods with stock exchange as per the listing aggreement requirements.

15. Registrar Cum Transfer Agent:

During the year both the National Securities Depository Limited and the Central Depository Services (India) Limited connectivity was shifted to M/s. Purva Sharegistry (India) Private Limited and also act as an in house agent for physical transfer of shares.

16. Corporate Social Responsibility

The activities carried by your Companies are always socio- economic concerned and your company will always have it in concern about the community in which it is operating and the people belonging to that community.

17. Acknowledgement

The Board of Directors expresses its sincere appreciation to all the shareholders and well wishers of the Company for their co-operation and support extended to the Company and looks forward to their continued patronage in the years to come.

GLOBAL VENNTUKE13D

The Board of Directors also expresses its gratitude and places on record its sincere appreciation to Financial Institutions, Bank, the concerned departments of State and Central Governments, Employees, the Union for their valuable assistance, support and excellent co-operation extended to the Company and looks forward to their continued patronage in the years to come.

By Order of the Board of Directors For Tatia Global Vennture Limited

Place: Chennai Date: 22nd August 2014 Sd/- S.P.Bharat Jain Tatia Managing Director DIN.NO.00800056

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Mar 31, 2010

The Directors have great pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2010.

1. OPERATIONS

The financial results of the Company for the year ended 31st March 2010 is summarized below:

(Rs in Lacs)

Year ended Year ended

Particulars 31st March 2010 31st March 2009

Income from Operations - 95.00

Non-operating Income 62.63 17.82

Total Income 62.63 112.82

Total Expenditure 42.79 87.27

Profit before Depreciation

Interest and Taxation 19.84 25.55

Interest & Finance Charges - 0.07

Depreciation 3.74 4.37

Profit before Tax 16.10 21.11

Provision for Current Taxes 0.02 0.16

Provision for Deferred Taxes - -

Profit after Tax 16.08 20.94

Balance in Profit & Loss Account (66.87) 88.58

Balance carried to Balance Sheet (50.79) _ 67.64



Your Company has made a net profit of Rs.16.08 Lakhs for the financial year 2009-2010 as compared to a loss of Rs. 20.94 lacs in the previous year 2008-2009.

Note: The Equity share of Rs.10/- each were subdivided into equity shares of Rs. 1/- each with effect from 24th April 2010.

2. DIVIDEND

In order to strengthen the Financial position of the company, the Directors want to plough back the profits for development of the company and therefore the dividend during the year has not been recommended.

3. FUTURE PROSPECTS

The company has prepared itself for entering into diversified projects through its special purpose vehicles. And your Board of Directors believes this will help the company to make more profit.

4. CHALLENGES

Your company is pursuing growth opportunities, which are strategic to its intents and operations.

5. FIXED DEPOSITS

The company has not accepted or invited any Fixed Deposit from the Public in terms of section 58A of the Companies Act, 1956 during the financial year ended 31st March 2010.

6. DIRECTORS

Mr. Jetender Surchander Rao and Mr. E. Subbarayan, Directors retire by rotation and being eligible offer themselves for re-appointment During the year under review, Mr. E. Subbarayan, has resigned from the post of Managing Director and continued to be a Non Executive Director.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

i) that in the preparation of final accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial period and of the profit or loss of the company for that period;

iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that they had prepared the annual accounts on a going concern basis.

8. AUDITORS

The auditors of the company M/s. K. Subramanyam & Co., Chartered Accountants, Chennai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Auditor furnished a certificate under section 224 (1B) regarding their eligibility for re-appointment.

9. CORPORATE SOCIAL RESPONSIBILITY

The activities carried by your companies are always socio - economic concerned and your company will always have it in concern about the community in which it is operating and the people belonging to that community. While your company continues to grow, it also contributes to the development of the society, economy and the nation at large.

10. PARTICULARS OF EMPLOYEES

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules there under.

The relations with the employees during the year had been smooth and cordial.

11. PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy:-

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable. However the company has invested in power generation projects through its wholly owned subsidiary.

Technology Absorption:-

The company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year: - 5.70 crores.

Foreign Exchange outgo during the year: - Nil



Note:

Company has received the above money in Indian Rupees from Foreign Institutional Investors and directly remitted in the Bank Account.

12. SUBSIDIARIES

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said approval is disclosed in the Annual Report. The company will make available the Annual Accounts of the Subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary Companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

13. INCREASE IN SHARE CAPITAL

During the year under review and as per the approval of the share holders at the Extra Ordinary General Meeting held on 18th December, 2009, the authorised share capital of your Company is increased from Rs.15,00,00,000 (Rupees Fifteen Crores Only) to Rs.20,00,000 (Rupees Twenty Crores only) Equity Share Rs.10/- each and on 12th April 2010, the Authorized Share Capital of your company is increased from Rs. 20,00,00,000 (Rupees Twenty Crores Only) to Rs. 50,00,00,000 (Rupees Fifty Crores Only) Equity Shares of Rs. 1/- each.

15. CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities Exchange Board of India’s, Corporate Governance Practices and have implemented all the stipulations prescribed. Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors Report.

16. COMPANY SECRETARY

The company is making consistant efforts for appointment of Whole time Company Secretary. The Company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing compnay secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

17. EXPLANATION TO AUDITORS OBSERVATION

The Company had fulfilled the export obligation and hence had disputed the claim by DGFT.

18. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for committed and dedicated services of the workers, staff and officers of the company.

By Order of the Board of Directors

For Tatia Global Vennture Ltd.

Sd/-

S. Pannalal Tatia

Chairman