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Titaanium Ten Enterprise Ltd.

BSE: 539985 Sector: Others
NSE: N.A. ISIN Code: INE120V01014
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NSE 05:30 | 01 Jan Titaanium Ten Enterprise Ltd
OPEN 4.85
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VOLUME 8000
52-Week high 13.20
52-Week low 3.65
P/E 4.33
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.85
CLOSE 4.85
VOLUME 8000
52-Week high 13.20
52-Week low 3.65
P/E 4.33
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Titaanium Ten Enterprise Ltd. (TITAANIUMTEN) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 12th Annual Report of your Companytogether with the Audited Financial statements and Auditors' Report for the year ended 31stMarch 2020.

1. FINANCIAL PERFORMANCE:-

The financial performance of the Company is summarized below:

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue from Operations 1742687912 1944275338
Other Income 2026483 1502942
Total Income 1744714395 1945778280
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items 10108024 10073632
Less:
Exceptional/Extraordinary items 84491 72652
Profit/(Loss) Before Tax 10023533 10000980
Less: Tax Expense :
- Current Tax 2685069 2484746
- Deferred Tax Liabilities/(Assets) (107588) 164589
Net Profit/(Loss) After Tax 7446052 7351645

2. REVIEW OF OPERATIONS: -

The Total Income of your Company for the current year was decreased to Rs.1744714395/- as against Total Income of Rs. 1945778280/- of the previous year.However the Company's Net Profit after tax has been increased to Rs. 7446052/- for thecurrent year as against the Net Profit after tax of Rs. 7351645 /- of the previous 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.

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 haveresigned from 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.

• The Board in its Board Meeting held on 28th August 2019 hasappointed Mrs. Ilaben Kapadia as Chairperson of the Company w.e.f. 29thAugust 2019.

• As per the provisions of the Companies Act 2013 Mrs. Shhalu KapadiaNon-Executive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer herself for re-appointment.

As on 31st March 2020 Your Company has 4 (Four) Directors namely:

(i) Ilaben Kapadia Chairperson & Director
(ii) Shhalu Kapadia Non-Executive Director
(iii) Nidhi Joshi Independent Director
(iv) Kantilal Patel Independent Director

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:

• Tej ushkumar 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 31st March2020 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 2020 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for maintenance of adequate accountingrecords in 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) the proper internal financial controls are laid down and are adequate and operatingeffectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate 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 available on theCompany's website www.titaaniumten.co.in.

11. SHARE CAPITAL:-

During the year under review the Board with the approval of Members at the 11thAGM held on 27th September 2019 had approved to increase the Authorised ShareCapital of the Company from Rs. 80000000/- divided into 8000000 equity shares of Rs.10/- each to Rs. 90000000/- divided into 9000000 equity shares of Rs. 10/- each.

However there was no change in the Paid up equity share capital of the Company.

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 Annexure-2.

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 & COMMITTEE: -

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 provided in Annexure-3.

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.

15. MEETINGS OF MEMBERS: -

During the year under review 11th Annual General Meeting of the Company washeld on 27th September 2019 and an Extra-Ordinary General Meeting was held on20th March 2020.

16. PREFERENTIAL ALLOTMENT: -

The Board of Directors of your Company in their Meeting held on 20thFebruary 2020 has proposed and decided to raise funds through preferential allotment ofequity shares. The Shareholders in their Extra Ordinary General Meeting held on 20thMarch 2020 has approved the said agenda.

The Company has made an application to BSE Limited for availing In-Principle approvalfor the Listing of Equity Shares raised through Preferential Allotment. The Company is yetto receive the In-Principle approval.

The Company requires funds to meet long term working capital requirement and generaldeleveraging purposes. To augment the growth and improve the financial performance of theCompany the Company has approached Mr. Rohitkumar Kapadia Promoter and Mrs. IlabenKapadia Chairperson & Director cum Promoter of the Company to infuse fresh funds inthe Company.

17. 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 was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness 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 his 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.

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 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 ananonymous basis if employees so desire). Further your Company has prohibiteddiscrimination retaliation or harassment of any kind against any employees who based onthe employee's 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 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. The Remuneration Policy has been uploaded on theCompany's website www.titaaniumten.co.in.

22. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES: -

As on 31st March 2020 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 OTHERDISCLOSURES: -

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 Managerial Personnel) Rules 2014 is attached to thisreport 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. AUDITORS: -

(A) STATUTORY AUDITORS :-

M/s. Tamakuwala & Associates Chartered Accountants Surat were appointed asStatutory 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 to be held in the year2023. The Ministry of Corporate Affairs vide its Notification dated 7th May2018 has dispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting.

The Company has received a certificate from M/s. Tamakuwala & Associates confirmingthat they are not disqualified from continuing as Statutory Auditors of the Company.

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.

(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 is not applicable to the Company.

28. 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.

29. 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.

30. 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 AnalysisReport capturing your Company's performance industry trends and other material changeswith respect to your Company is attached to this report as Annexure-6.

31. 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 201920. The certificate received from CEO and CFO isattached herewith as per Annexure - 7.

32. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:-

As per Regulation 15 of the SEBI (Listing Obligation And Disclosure Requirement)Regulations 2015 the compliance with the Corporate Governance provisions shall not applyin respect of (a) listed entity having paid up equity share capital not exceeding TenCrore and net worth not exceeding rupees Twenty Five Crore as on the last day of previousyear (b) the listed entity which has listed its specified securities on the SME Exchange.Hence Auditors' Certificate on Corporate Governance is not provided.

33. CODE OF CONDUCT:-

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 herewith as per Annexure - 8.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT: -

COVID-19: In the Last Month of FY 2019-20 the COVID-19 pandemic developed rapidly intoa global crisis forcing governments across the globe to enforce lock-downs of alleconomic activity. For the Company the focus immediately shifted to ensuring the healthand well-being of all Employees and on minimizing disruption to services for all ourCustomers globally. In order to ensure smooth functioning work from home facility wasextended to many of the Employees of the Company. Although there were uncertainties due tothe pandemic in the last quarter of FY 2019-20 inherent resilience of the business modelwill position the Company well to navigate the challenges ahead. But then also theCovid-19 will impact the finances of the Company and its impact can be ascertained onlyafter lifting of lockdown and life coming to stable position.

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.

35. RISK MANAGEMENT: -

The Company has been exempt under Regulation 21 of the 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.

36. 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.

37. 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.

38. INSURANCE:

All the properties and the Insurable Interest of the company Including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured. The company keeps reviewing the insurance amount every year as perrequirement.

39. 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.

40. 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.

41. 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: 28/08/2020 Chairperson & Director
DIN: 03507916