Titan Intech Ltd.
|BSE: 521005||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE807M01023|
|BSE 14:20 | 23 Feb||12.45||
|NSE 05:30 | 01 Jan||Titan Intech Ltd|
Titan Intech Ltd. (TITANINTECH) - Director Report
Company director report
To the Members
The Directors have pleasure in presenting before you the 33rd DirectorsReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2017.
1.FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March 2017 has been as under:
2. REVIEW OF OPERATIONS:
During the year under review the Company has recorded an income of Rs. 687850396and the Profit of Rs.7595 as against the income of Rs. 645012350 and reported profitof Rs. 899578 in the previous financial year ending 31.03.2016.
3. DISCLOSURES UNDER SECTION 134(3)0) OF THE COMPANIES ACT 2013:
No material changes and commitments which could affect the Companys financialposition have occurred between the ends of the financial year of the Company.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Boards Report there was no changein the nature of Business.
5. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
6. TRANSFER TO RESERVES:
Directors have not decided to transfer any amount to reserves for the year.
Dividend was not declared during the year by the company to its shareholders.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review
9. GOODS AND SERVICES TAX (GST):
The introduction of Goods and Services Tax (GST) is a very significant step in thefield of indirect tax reforms in India. By amalgamating a large number of Central andState taxes into a single tax it would mitigate cascading or double taxation in a majorway and pave the way for a common national market.
The transition to GST scenario is a major change process and the Company hasestablished a dedicated team to evaluate the impact analysis and carry out changes to thebusiness process & Software development & Solar panels as per the GST framework.
10. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company will adopt Indian Accounting Standards with effect from 01stApril 2017. The implementation of Indian Accounting Standards (IAS) is a major changeprocess for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame. The impact of the change on adoptionof said IAS is being assessed.
11. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
12. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.
14. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met Six (6) times on 01.04.2016 13.04.2016 28.05.201613.08.2016 11.11.2016 and 15.02.2017 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose.
15. CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company since the paid up capital andnetworth of the company is less than Rs.10.00 crores and Rs.25.00 crores respectively.Flowever the company voluntarily provides a separate section in the Annual Report titled"Report on
Corporate Governance" along with the Auditors Certificate on CorporateGovernance as stipulated under Regulation 34 read with Schedule V of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
16. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report - Annexure I
17. RETIREMENTS AND RESIGNATIONS:
During the year no director has resigned from the Company.
18. APPOINTMENT / RE- APPOINTMENT OF DIRECTORS / CEO / CFO AND KEY MANANGERIALPERSONNEL:
During the year Mr. P. Ramamurthy was appointed as Additional Director w.e.f.15.02.2017. Now the Board proposes to appoint him as Director of the company. As per theprovisions of the Companies Act 2013 Mr. K S. Rao (DIN: 01363257) retires by rotation atthe forthcoming Annual General Meeting and being eligible offers himself forre-appointment.
The Board recommends the re-appointment of Mr. P. Ramamurthy and Mr. K S. Rao Itemsseeking your approval on the above are included in the Notice convening the AGM. Briefresumes of the directors being appointed / re-appointed form part of the Notice of theensuing AGM
19. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Chanakya Bellam Mr. P. Ramamurthy Mr.G. Madhava Rao and Mr. N. Venkata Simhadri independent directors of the company to theeffect that they are meeting the criteria of independence as provided in Sub-section (6)of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.-Annexure-ll
20. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
21. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
The Company does not have any subsidiaries/associates.
22. STATUTORY AUDITORS:
M/s. Hanumaiah& Co Statutory Auditors of the company retires at the ensuing annualgeneral
meeting and are eligible for reappointment. As required under the provisions of Section139 of
the Companies Act 2013 the Company has received a written consent from the auditorsto their
re-appointment and a certificate to the effect that their re-appointment if madewould be in accordance with the Companies Act 2013 and the rules framed there under andthat they have satisfied the criteria provided in Section 141 of the Companies Act 2013.
The Board recommends the re-appointment of M/s. Hanumaiah & Co as the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the next Annual General Meeting.
23. INTERNAL AUDITORS:
The Company has not appointed and internal auditor for the Financial Year 2015-16.
24. SECRETARIAL AUDITORS:
The Board had appointed M/s. Sambhu Prasad M & Associates Practicing CompanySecretaries Plyderabad having CP No.11723 to conduct Secretarial Audit for the financialyear 2016-17 pursuant to the provisions of Section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in Form MR - 3 for the financial year 2016- 17 is enclosedherewith as Annexure A to this Report.
25. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for theyear ended March 31 2017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted is at the same thatthe company has not appointed company secretary and Internal Auditor during the year butthe company is taking necessary measures to appoint the same at the earliest.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the company does not has the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more a net profit of Rs. 5 Crores or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
27. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has framed the following policies which are available on Company'swebsite i.e. www.Titanintech.com
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarisation programme for Independent Directors
Related Party Policy
Code of Conduct
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Companys operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Rs.NIL Foreign Exchange Outgo: Rs.NIL
The properties and assets of your Company are adequately insured.
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans or Guarantees during the year under review.
31. CREDIT & GUARANTEE FACILITIES:
The company has not given loans or Guarantees during the year under review
32. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
33. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules 2014 no remuneration has been paid toany of the Directors of the Company for the financial year 2016-17.
34. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
35. CEO/CFO CERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2016-17 is provided elsewhere in this Annual Report.
36. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Flousing Companies etc. and hence Industry baseddisclosures is not required.
37. SECRETARIAL STANDARDS:
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
38. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring the year under review and hence no information as per provisions of Section54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued any shareswith differential rights and hence no information as per provisions of Section 43(a)(ii)of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.
3. Issue of shares under employees stock option scheme:The Company has notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence no information as per provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014
4. Non- Exercising of voting rights : During the year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares:
The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during the period underreview.
7. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
39. EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.
40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.