The Board of Directors are pleased to present the 13th Annual Report of theCompany along with the Audited Financial statements and Auditors' Report for the financialyear 2020-21.
1. FINANCIAL PERFORMANCE:-
The financial performance of the Company is summarized below:
(Amount in Rs.)
|Particulars ||F.Y. 2020-21 ||F.Y. 2019-20 |
|Revenue from Operations ||1555723009 ||1742687912 |
|Other Income ||2438785 ||2026483 |
|Total Income ||1558161794 ||1744714395 |
|Total Expenses ||1546915748 ||1734606371 |
|Profit / (Loss) Before Tax & Exceptional / Extraordinary Items ||11246046 ||10108024 |
|Less: Exceptional / Extraordinary items ||133318 ||84491 |
|Profit / (Loss) Before Tax ||11112728 ||10023533 |
|Less: Tax Expense : || || |
|- Current Tax ||3178657 ||2685069 |
|- Deferred Tax ||(246727) ||(107588) |
|Net Profit / (Loss) After Tax ||8180798 ||7446052 |
2. REVIEW OF OPERATIONS:-
The Total Income of your Company for the current year has been decreased to Rs.1558161794/- as against the Total Income of Rs. 1744714395/- of the previous year.However the Company has earned a Net Profit of Rs. 8180798/- for the current year ascompared to the Net Profit of Rs. 7446052/- of the previous year.
3. TRANSFER TO RESERVES:
The Board of Directors has decided to retain the entire amount of Profit for thefinancial year 2020-21 in the statement of Profit and Loss.
During the year under review your Directors have not recommended any Dividend onEquity Shares of the Company.
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. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
The Board comprises of the following Directors at the beginning of financial year:
| Mrs. Ilaben Kapadia ||- Chairperson & Director |
| Mrs. Shhalu Kapadia ||- Non-Executive Director |
| Mrs. Nidlri Joshi ||- Independent Director |
| Mr. Kantilal Patel ||- Independent Director |
There was no change in the Board during the year. As per the provisions of theCompanies act 2013 Mrs. Ilaben Kapadia Chairperson & Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment Relevant resolution (Ordinary) seeking Shareholders approval forms part ofthe Notice.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31 * March 2021 are:
| Mr. Mr. Tejuskumar Kapadia ||- Chief Executive Officer |
| Mr. Rakesh Kapadia ||- Chief Fmancial Officer |
| Mrs. Ankita Raj Bhikadia ||- Company Secretary and Compliance Officer |
Following changes were occurred in the structure of KMP during the year
Mr. Mineshkumar Shah has resigned from tire post of Chief Financial Officer ofthe Company w.e.f. 12Ul November 2020.
Mr. Rakesh Kapadia has been appointed as Chief Financial Officer of the Companyw.e.f. 13* November 2020.
7. DECLARATION FROM INDEPENDENT DIRECTORS: -
The Company has received the following declarations from all the Independent Directorsconfirming that:
They meet the criteria of independence as prescribed under the provisions of theCompanies Act read with the Schedule and Rules issued thereunder and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. There has been no change inthe circumstances affecting their status as Independent Directors of the Company; and
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of tire Act and Rule 14(1) of the Companies (Appointmentand Qualification of Directors) Rules 2014.
8. SHARE CAPITAL:-
During the year under review the Authorised Share Capital of the Company remainsunchanged to Rs. 90000000/- divided into 9000000 equity shares of Rs. 10/- each.
The Paid Up Share Capital of the Company was Rs. 67285070/- divided into 6728507equity shares of Rs. 10/-each.
There was no change in the Share capital structure of the Company.
9. RELATED PARTY TRANSACTIONS:-
During the year under review all the transactions with related parties w'ere reviewedand approved by the Audit Committee of the Company.
Accordingly details of the same that are required to be reported in form AOC-2 interms of Section 134 of the Companies Act 2013 is attached herewith as Annexure-1. Alsoas per Indian Accounting Standards the same has been provided in the notes to theFinancial Statements.
10. MEETINGS OF BOARD OF DIRECTORS & COMMITTEE:-
During the year under review 4 (Four) meetings of the Board of Directors were held.The intervening gap between the Meetings did not exceed the period as prescribed under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of which are provided in Annexure-2.
The details pertaining to the constitution and composition of Committees of the Boardand their meetings held during the year are provided in Annexure-2.
11. MEETINGS OF MEMBERS:-
During the year under review 12Ih Annual General Meeting of tire Companywas held on 25h September 2020. No Extra-Ordinary General Meeting was heldduring the year.
12. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Board ofDirectors to tire best of their knowledge and ability' confirm tliat-
(i) in the preparation of the Annual Accounts for the year ended 31s1 March2021 the applicable accounting standards have been followed and no material departureshave been made for the same;
(ii) appropriate accounting policies have been selected and applied them consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial year31st March 2021 and of the profit of the Company for that period;
(iii) proper and sufficient care have been taken for maintenance of adequate accountingrecords hi accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a "going concern" basis;
(v) tlie internal financial controls laid down are properly followed and are adequateand operating effectively;
(vi) the proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and operating effectively.
13. EXTRACT OF ANNUAL RETURN:-
The Annual Return of the Company as on 31st March 2021 hi Form MGT - 7 hiaccordance with Section 92(3) of the Act read with file Companies (Management andAdministration) Rules 2014 is available on the Companys websitewwvwtitaaniumten.co.in.
14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:-
Details of Loans Guarantees and Investments made by the Company pursuant to theprovisions of Section 186 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 during the year under review are provided in the notesto the Financial Statements.
(A) STATUTORY AUDITORS:-
Tamakuwala & Associates Chartered Accountants Surat (FRN: 143306W) were appointedas Statutory Auditors of the Company at the 10th Annual 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.
Due to their issues on personal ground Tamakuwala & Associates CharteredAccountants Surat do not want to continue further as the Statutory Auditors of theCompany. Hence to fill the casual vacancy arived from the Resignation of existingAuditors the Board of Directors at their meeting held on 30th August 2021based on recommendations of the Nomination and Remuneration Committee and approval ofAudit Committee have approved the Appointment of Karma & Co. LLP CharteredAccountants Surat (Firm Registration Number 127544W) as the Statutory' Auditors of theCompany for a term of 5 (five) years i.e. from the conclusion of this AGM till theconclusion of 18th AGM.
The Auditors Tamakuwala & Associates Chartered Accountants Surat have issued anunmodified opinion on the Financial Statements for the financial year ended 31stMarch 2021. Notes to Accounts and Auditors remarks in their report are self-explanatoryand do not call for any further comments. The Auditors has not reported any matter of anoffence of fraud to the Company required to be disclosed under Section 143(12) of theCompanies Act 2013. The said Auditors Report for the financial year ended 31slMarch 2021 on the financial statements of the Company forms part of this Annual Report.
(B) INTERNAL AUDITORS:-
The Board of the Company has appointed M/s. Monika Jain & Co. CharteredAccountants Surat as Internal Auditors of the Company.
(C) COST AUDITORS:-
Provisions related to Cost Auditor are not applicable to the Company.
16. BOARD EVALUATION:-
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and Individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes Information and functioning etc.
The performance of the committees wras evaluated by the Board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of Iris role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
17. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-
The Company has adequate system of internal controls commensuration with the size ofits operation and business to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and to ensure that all the businesstransactions are authorized recorded and reported correctly and adequately.
The Company has appointed Internal Auditors and the scope and authority of the InternalAudit function is defined. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board. Based on thereport of internal audit and process the Company undertakes corrective action in theirrespective areas and thereby strengthens the controls. Significant audit observations andcorrective actions thereon if any are presented to the Audit Committee of the Board.
The Company works in a dynamic business environment and adopts the appropriate internalfinancial controls to establish reliability of financial reporting and the pr eparationof financial statements for external purposes in accordance with the generally acceptedaccounting principles. It includes inducting and maintaining such business policies andprocedures as may be required to successfully conduct the business of tire Company andmaintain sirch records as to correctly record Hie business transaction assets andliabilities of the Company in such a way that they help in prevention & detection offrauds & errors and timely completion of the financial statements.
18. CORPORATE GOVERNANCE:-
The Company being listed on tire SME Platform of BSE Limited. Therefore tireRegulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Part C of Schedule V relating to compliance of Corporate Governance shall notapplicable to the Company.
19. POLICY: -
? VIGIL MECHANISM (WHISTLE BLOWER POLICY): -
The Company has adopted Vigil Mechamsm/Whistle Blower Policy in accordance with theprovisions of Section 177 of tire Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of tire 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 Companys code of business conduct to the management (onan anonymous basis if employees so desire). Further your Company has prohibiteddiscrimination retaliation or harassment ol any kind against any employees who based onthe employees reasonable belief that such conduct or practice have occurred or areoccurring reports that information or participates in the investigation. The VigilMechanism/Whistle Blower Policy is being made available on the Companys 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. The Remuneration Policy has been uploaded on theCompanys website www.titaaniumten.eo.in.
20. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES:-
As on 31st March 2021 your Company does not have any Joint VenturesSubsidiaries and Associates Company.
21. 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. Conserv ation 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 of energy 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 tire Financial Statements.
22. 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.
23. RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION ANDOTHER DISCLOSURES:-
Pursuant to provisions of Section 197 of Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailsof employees given in the Annexure-3.
During the year none of the employees received remuneration in excess of theprescribed limit in accordance with the provisions of Section 197 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Therefore there is no information to disclose in terms of the provisions of theCompanies Act 2013.
24. 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 employees at the workplace.
25. SECRETARIAL AUDIT:-
The Board of the Company has appointed Mr. Dhiren R. Dave Company Secretary inPractice Surat as the Secretarial Auditor to conduct an Audit of the secretarial recordsfor the financial year 2021-22 in their Board Meeting held on 28th June 2021.
The Secretarial Audit Report in Form No. MR-3 submitted by the said SecretarialAuditors do not contain any adverse remarks and qualifications hence do not call for anyfurther explanation/s by the Company. The Secretarial Audit Report in form MR-3 isattached to this report as Annexure-4.
26. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:-
The Management Discussion and Analysis Report provides a perspective of economic andsocial aspects material to your Companys strategy and its ability to create andsustain value to your Companys key stakeholders. Pursuant to the provisions ofRegulation 34 read with Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the ManagementsDiscussion and Analysis Report capturing your Companys performance industry' trendsand other material changes with respect to your Company is attached to this report asAnnexure-5.
27. CEO / CFO CERTIFICATION:-
In terms of Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations the CEO and CFO has certified to the Board of Directors of theCompany with regard to the financial statements and other matters specified in the saidregulation for the financial year 2020-21. The certificate received from CEO and CFO isattached herewith as per Annexure-6.
28. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:-
The Company being listed on the SME Platform of BSE Limited. Hence as per theexemptions available to SME Listed Companies Auditors' Certificate on CorporateGovernance is not provided.
29. CODE OFCONDUCT:-
The Board has laid down a specific code of Conduct for all Board Members and SeniorManagement of the Company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code on annual basis. In this regard certificate fromManaging Directors as required under Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has been received by the Board and the same isattached to this report as Annexure-7.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT: -
During the year under review there have been no material changes and commitmentswhich affect the financial position of the company which have occurred between the end ofthe financial year to which the financial statements relate and the date of this Report.
31. MAINTENANCE OF COST RECORDS:-
The company is not required to maintain Cost Records as specified by Central Governmentunder section 148(1) of the Companies Act 2013 and accordingly such accounts and recordsare not made and maintained.
32. RISK MANAGEMENT:-
The Company has been exempt under Regulation 21 of tire SEBI (Listing Obligation andDisclosure requirements) Regulations 2015 from reporting of 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.
The Company has been exempt under Regulation 21 of the SEBI (Listing Obligation andDisclosure requirements) Regulations 2015 lfom reporting of risk management.
33. 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.
Your Company has taken appropriate insurance for all assets against foreseeable perils.
35. 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.
36. 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 tlie Central Government pursuant to Section 118 oftlie Companies Act 2013.
37. HUMAN RESOURCES: -
The Company treats its 'Human Resources" as one of its most important assets. TheCompanys 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.
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 Companys resources for sustainableand profitable growth.