Your Directors are pleased to present the 11th Annual Report of your Companytogether with the
Audited Financial statements and Auditors' Report for the year ended 31stMarch 2019.
1. FINANCIAL PERFORMANCE: -
The financial performance of the Company is summarized below:
| || ||(Amount in Rs.) |
|Particulars ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Revenue from Operations ||1944275338 ||995036212 |
|Other Income ||1502942 ||3217141 |
|Total Income ||1945778280 ||998253353 |
|Profit/(Loss) Before Tax & Exceptional/Extraordinary Items ||10073632 ||6910434 |
|Less: || || |
|Exceptional/Extraordinary items ||72652 ||35495 |
|Profit/(Loss) Before Tax ||10000980 ||6874939 |
|Less: Tax Expense : || || |
|- Current Tax ||2484746 ||2007777 |
|- Deferred Tax Liabilities/(Assets) ||164589 ||129094 |
|Net Profit/(Loss) After Tax ||7351645 ||4738069 |
2. REVIEW OF OPERATIONS: -
The Total Income of your Company for the current year was increased to Rs.1944275338/- as against Total Income of Rs. 995036212/-of the previous year.Accordingly the Company's Net Profit after tax has also been increased to Rs.7351645 /-for the current year as against the Net Profit after tax of Rs. 4738069/- of theprevious year.
3. TRANSFER TO RESERVES: -
During the year under review your Directors have not proposed to transfer any amountto Reserves.
4. DIVIDEND: -
During the year under review your Directors have not recommended any Dividend onEquity Shares of the Company.
5. DEPOSITS: -
During the year under review your Company has neither invited nor accepted any PublicDeposits within the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposit) Rules 2014.
6. BOARD OF DIRECTORS: -
Mr. Rohitkumar Kapadia Mrs. Ilaben Kapadia Mrs. Shhalu Kapadia Mrs. Nidhi Joshi andMr. Kantilal Patel were the Directors on the Board at the beginning of financial year.
Mr. Rohitkumar Kapadia Chairman and Whole Time Director of the Company liable toretire by rotation has been reappointed in the 10th Annual General Meeting ofthe Company held on 28th September 2018.
There was no change in the Board during the year.
As on 31st March 2018 Your Company has 5 (Five) Directors namely:
|(i) Rohitkumar Kapadia ||Chairman &Whole Time Director |
|(ii) Ilaben Kapadia ||Executive Director |
|(iii) Shhalu Kapadia ||Non-Executive Director |
|(iv) Nidhi Joshi ||Independent Director |
|(v) Kantilal Patel ||Independent Director |
However the following changes were occurred after the closure of Financial Year tillthe date of approval of Directors Report:
- Mr. Rohitkumar Kapadia Chairman and Whole Time Director of the Company has resignedfrom the post of Chairmanship and Directorship of the Company w.e.f. 28thAugust 2019 and the same has been accepted by the Board of Directors in Board Meetingheld on 28th August 2019.
- Mrs. Ilaben Kapadia Director of the Company has been appointed as Chairperson of theCompany in the Board Meeting held on 28th August 2019.
- As per the provisions of the Companies Act 2013 Mrs. Ilaben Kapadia Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffer herself for re-appointment.
7. KEY MANAGERIAL PERSONNEL: -
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203of the Companies Act 2013 are as follows:
|- Tejushkumar Kapadia ||Chief Executive Officer |
|- Mineshkumar Shah ||Chief Financial Officer |
|- Ankita Raj Bhikadia ||Company Secretary & Compliance Officer |
8. DECLARATION FROM INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME THEREON: -
The Company has received necessary declaration from each Independent Directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board relies ontheir declaration of independence. Pursuant to the provisions of Regulation 25 of the SEBIListing Regulations the Company has formulated a programme for familiarising theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various initiatives.
9. DIRECTORS' RESPONSIBILITY STATEMENT: -
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Directorsconfirm that- (i) in the preparation of the Annual Accounts for the year ended 31stMarch 2018 the applicable accounting standards have been followed and no materialdepartures have been made for the same; (ii) appropriate accounting policies have beenselected and applied them consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year 31st March 2018 and of the profit ofthe Company for that period; (iii) proper and sufficient care have been taken formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) the annual accounts have been prepared on a"going concern" basis; (v) the proper internal financial controls are laid downand are adequate and operating effectively; (vi) the proper systems to ensure compliancewith the provisions of all applicable laws have been devised and such systems wereadequate and operating effectively.
10. EXTRACT OF ANNUAL RETURN: -
Pursuant to Section 92(3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 the extract of the Annual Return in form MGT-9 isattached to this report as "Annexure-1". The same is being made availableon the Company's website www.titaaniumten.co.in.
11. SHARE CAPITAL: -
During the year under review the Paid up equity share capital of your Company was Rs.67285070/- (Rupees Six Crore Seventy-Two Lakh Eighty-five Thousand Seventy) dividedinto 6728507 (Sixty-Seven Lakh Twenty-Eight Thousand Five Hundred Seven) Equity Sharesof Rs. 10/- each.
Subject to the approval of Members at ensuing Annual General Meeting the Board in itsBoard Meeting held on 28th August 2019 has proposed to increase the AuthorisedShare Capital of the Company from Rs. 80000000/- divided into 8000000 equity sharesof Rs. 10/- each to Rs. 90000000/- divided into 9000000 equity shares of Rs. 10/-each. Details of the same are being provided in the Notice of Annual General Meetingattached herewith.
12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS: -
During the year under review Company has granted loans to any person or body corporatedirectly or indirectly and also made investments under Section 186 of the Companies Act2013. Details of the same are provided in the notes of Financial Statements.
However no guarantees have been given to any person or body corporate.
13. RELATED PARTY TRANSACTIONS: -
During the year under review there were related party transactions entered into by theCompany with Promoters Directors Key Managerial Personnel or other designated person.Accordingly details of the same that are required to be reported in form AOC-2 in termsof Section 134 of the Companies Act 2013 is attached herewith as "Annexure2".
A policy on the related party transitions was framed and approved by the Board ofDirectors of the
Company and posted on the Company's website www.titaaniumten.co.in.
14. MEETINGS OF BOARD OF DIRECTORS: -
During the year 4 (Four) Board Meetings were held. The intervening gap between theMeetings did not exceed the period prescribed under the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The details of whichare as follow:
|Sr. No. ||Date of Meetings ||Board Strength ||Director's Present |
|1 ||30-05-2018 ||5 ||5 |
|2 ||04-09-2018 ||5 ||5 |
|3 ||10-11-2018 ||5 ||5 |
|4 ||09-03-2019 ||5 ||5 |
15. COMMITTEE MEETINGS: -
The details pertaining to the constitution and composition of the Audit CommitteeNomination & Remuneration Committee and Stakeholders Relationship Committee andmeetings held during the year are provided in "Annexure 3".
16. MEETINGS OF MEMBERS: -
During the year under review 10th Annual General Meeting of the Company washeld on 28th September 2018. No Extra Ordinary General Meeting was held duringthe financial year.
17. BOARD EVALUATION: -
In line with the Corporate Governance Guidelines of the Company Annual PerformanceEvaluation was conducted for all Board Members as well as the working of the Board and itsCommittees. The Board evaluation framework has been designed in compliance with therequirements under the Companies Act 2013 the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in consonance with Guidance Note on Board Evaluationissued by SEBI.
Evaluation of the Board was based on criteria such as composition and role of theBoard Board communication and relationships functioning of Board Committees review ofperformance and compensation to Executive Directors succession planning strategicplanning etc.
Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings representation of shareholder interest and enhancingshareholder value experience and expertise to provide feedback and guidance to topmanagement on business strategy governance and risk understanding of the organization'sstrategy risk and environment etc.
Evaluation of Committees was based on criteria such as adequate independence of eachCommittee frequency of meetings and time allocated for discussions at meetingsfunctioning of Board Committees and effectiveness of its advice/recommendation to theBoard etc. The Board has also noted areas requiring more focus in the future.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN
EXCHANGE EARNING AND OUTGO: -
The particulars required to be included in terms of Section 134(3)(m) of the CompaniesAct 2013 with regard to Conservation of Energy Technology absorption Foreign Exchangeearnings and outgo are given below:
a. Conservation of Energy:
The Company is engaged in production. However the Company is using electricitygenerators and invertors in office and Regular steps have been taken to improve energyconsumption by using LED lights in office premises. Further during the year your Companyhas made additions to the Plant and Machinery details of which are provided in the notesattached to the Financial Statements. Your Company is using Electricity as source ofenergy only.
b. Technology Absorption:
The project of your Company has no technology absorption hence no particulars areoffered.
c. Foreign Exchange Earning and Outgo:
The details of foreign Exchange earnings and expenditure of the Company is provided inthe notes attached to the Financial Statements.
19. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY: -
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
20. CORPORATE GOVERNANCE: -
As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 para C of Schedule V relating to Corporate Governance Report shall notapply to company listed on SME Exchange. The Company being a company listed on BSE SMEPlatform preparation of corporate governance is not applicable.
21. POLICY: -
? VIGIL MECHANISM (WHISTLE BLOWER POLICY): -
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with theprovisions of Section 177 of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Under this policy your Company encourages its employees to report any reporting offraudulent financial or other information to the stakeholders and any conduct thatresults in violation of the
Company's code of business conduct to the management (on an anonymous basis ifemployees so desire). Further your Company has prohibited discrimination retaliation orharassment of any kind against any employees who based on the employee's reasonablebelief that such conduct or practice have occurred or are occurring reports thatinformation or participates in the investigation. The Vigil
Mechanism/Whistle Blower Policy is being made available on the Company's websitewww.titaaniumten.co.in.
? REMUNERATION POLICY: -
Pursuant to provision of Section 178(3) of the Companies Act 2013 the Board hasframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors. More details have been disclosed in theCorporate Governance Report. The Remuneration Policy has been uploaded on the Company'swebsite www.titaaniumten.co.in.
22. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES: -
As on 31st March 2018 your Company does not have any Joint VenturesSubsidiaries and Associates Company.
23. CORPORATE SOCIAL RESPONSIBILITY [CSR]: -
The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 is not applicable to the Company.
24. PARTICULARS OF EMPLOYEES: -
Information on particulars of employees' remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be NIL as there are no employees who arein receipt of remuneration above the prescribed limit.
25. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES'
REMUNERATION AND OTHER DISCLOSURES: -
The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employees' Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached to this report as "Annexure-4".
26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT 2013: -
During the year under review no complaints were received by the Company relating tosexual harassment at workplace. Further the Company ensures that there is a healthy andsafe atmosphere for every women employee/s at the workplace.
27. STATUTORY AUDITORS' AND REPORT: -
M/s. Tamakuwala & Associates Chartered Accountants Surat were appointed asStatutory Auditors of the Company at the 10thAnnual General Meeting to holdoffice for the period of five years from the conclusion of that Annual General Meetingtill the conclusion of the 15th Annual General Meeting to be held in the year2023 subject to ratification at every intervening Annual General Meeting of the Company.
However vide notification dated 7th May 2018 issued by Ministry ofCorporate Affairs the requirement of seeking ratification of appointment of StatutoryAuditors by members at each AGM has been done away with. Accordingly no such item hasbeen considered in notice of the 11th AGM.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments. TheAuditors has not reported any matter of an offence of fraud to the Company required to bedisclosed under Section 143(12) of the Companies Act 2013.
28. SECRETARIAL AUDIT: -
Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 and Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed Dhiren R. Dave & Co. CompanySecretary in Practice Surat as Secretarial Auditor to undertake the secretarial audit ofthe Company. The Secretarial Audit Report in form MR-3 is attached to this report as "Annexure-5".
29. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: -
The Management's Discussion and Analysis Report provides a perspective of economic andsocial aspects material to your Company's strategy and its ability to create and sustainvalue to your Company's key stakeholders. Pursuant to the provisions of Regulation 34 readwith Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements)
Regulations 2015 the Management's Discussion and Analysis Report capturing yourCompany's performance industry trends and other material changes with respect to yourCompany is attached to this report as "Annexure-6".
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARDREPORT: -
There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.
31. CHANGE IN THE NATURE OF BUSINESS: -
For sustained growth in the future Company wants to rely on its main business only.Hence there is no change in the nature of the business of the Company during the year.
32. LISTING FEES: -
The Equity Shares of the Company are listed on SME Platform of BSE Limited and theCompany has paid the necessary listing fees to the Stock Exchange till date.
33. RISK MANAGEMENT: -
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS: -
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which would impact the going concern status of theCompany and its operations in future.
35. SECRETARIAL STANDARDS COMPLIANCE: -
During the year under review your Company has complied with all the applicableSecretarial Standards issued by The Institute of Company Secretaries of India and approvedby the Central Government pursuant to Section 118 of the Companies Act 2013.
36. HUMAN RESOURCES: -
The Company treats its "Human Resources" as one of its most important assets.The Company's culture promotes an environment that is transparent flexible fulfillingand purposeful. The Company is driven by passionate and highly engaged workforce. This isevident from the fact that the Company continues to remain the industry benchmark fortalent retention.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. The Company thrust is on the promotion of talent internally through job rotationand job enlargement.
During the year under review there was a cordial relationship with all the employees.The Directors would like to acknowledge and appreciate the contribution of all employeestowards the performance of the Company.
42. ACKNOWLEDGEMENT: -
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates auditors consultants financial institutions andCentral and State Governments for their consistent support and encouragement to theCompany. The Directors appreciate and value the contribution made by every members of thecompany.
Your Company has been able to perform efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilization of the Company's resources for sustainable andprofitable growth.
| ||By Order of the Board of Directors |
| ||TITAANIUM TEN ENTERPRISE LIMITED |
|Place: Surat ||ILABEN KAPADIA |
|Date: 28/08/2019 ||Chairperson and Director |
| ||DIN: 03507916 |