Titan Intech Ltd.
|BSE: 521005||Sector: Others|
|NSE: N.A.||ISIN Code: INE807M01023|
|BSE 00:00 | 11 Mar||Titan Intech Ltd|
|NSE 05:30 | 01 Jan||Titan Intech Ltd|
|BSE: 521005||Sector: Others|
|NSE: N.A.||ISIN Code: INE807M01023|
|BSE 00:00 | 11 Mar||Titan Intech Ltd|
|NSE 05:30 | 01 Jan||Titan Intech Ltd|
To the Members
The Directors have pleasure in presenting before you the 35thDirectorsReport of the Company together with the Audited Statements of Accounts for the year ended31stMarch 2019.
1.FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31stMarch 2019 has been as under:
2.REVIEW OF OPERATIONS:
During the year under review the Company has recorded an income of Rs.61812400/-and the Profit of Rs.20894/- as against the income of Rs.197779262/- and reportedprofit of Rs.54097/-in the previous financial year ending 31.03.2019.
3.DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
No material changes and commitments which could affect the Company's financial positionhave 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 Board s Report there was no change innature of Business.
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. 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.
10. 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 Company's operations in future.
11. 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 arm s 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.
12. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met Four (4) times on 29.05.2018 11.08.2018 13.11.2018and 13.02.2019 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.
13. CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company'since the paid-up capital and networth of the company is less than Rs.10.00 crores and Rs.25.00 crores respectively.However the company voluntarily provides a separate section in the Annual Report titled"Report on Corporate Governance" along with the Auditors Certificate onCorporate Governance as stipulated under Regulation 34 read with Schedule V of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Enclosed as a part of this Annual Report Annexure-I
14. 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 II
15. RETIREMENTS AND RESIGNATIONS:
During the year no director has resigned from the Company.
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Sanjeev Sharma Mr. Anjaneyulu Perlaand Mr. T Seshu Kumar Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.-Annexure-III
17. DIRECTOR S 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 to give a true and fairview of the State of Affairs of the company at the end of the financial year and of theprofit and loss of the company for that period.
c) The Directors had taken proper and enough 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) TheDirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
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.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
The Company does not have any subsidiaries/associates.
19. STATUTORY AUDITORS:
Under Section 139 of the Companies Act 2013 and the rules made there under it ismandatory to rotate the statutory auditors on completion of maximum term permitted underthe provisions of the Companies Act 2013. In line with the requirements of the CompaniesAct 2013 M/s. SMV & CO. Hyderabad (Bearing Regn. No: 015630S) was appointed as thestatutory auditors of the Company to hold office for the period of five consecutive yearsfrom the conclusion of the 35th AGM till the conclusion of 39th AGMto be held in the year 2023. The requirement for annual ratification of auditor sreappointment has been omitted pursuant to Companies (Amendment) Act 2017 notified on May7th 2018.
During the year the statutory auditors has have confirmed that they satisfy theindependence criteria required under Companies Act 2013.
20. INTERNAL AUDITORS:
The Company has not appointed any internal auditor for the Financial Year 2018-2019.
21. SECRETARIAL AUDITORS:
The Board had appointed M/s. V B Raju & Associates Practicing Company'secretariesHyderabad having CP No.14926 to conduct Secretarial Audit for the financial year 2018-19pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial AuditReport in Form MR 3 for the financial year 2018-19 is enclosed herewith in this Report.
22. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor s Report on the Accounts for the yearended March 312019 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.
23. 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.
24. 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
25. 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 Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy 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.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans or Guarantees during the year under review.
28. CREDIT & GUARANTEE FACILITIES:
The company has not given loans or Guarantees during the year under review
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
30. 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 2017-18.
31. 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.
32. CEO/ CFO CERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2018-19 is provided elsewhere in this Annual Report.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
34. SECRETARIAL STANDARDS:
The company is compliant with Secretarial Standards issued by The Institute ofCompany'secretaries of India on Meetings of the Board of Directors and General Meetings.
35. 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(1)(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 employee s stock option scheme:The Company has not issuedany equity shares under Employees Stock Option Scheme during the year under review andhence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(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.
36. 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.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a 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. .