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Titan Securities Ltd.

BSE: 530045 Sector: Financials
NSE: N.A. ISIN Code: INE090D01017
BSE 00:00 | 29 Sep 7.27 -0.14
(-1.89%)
OPEN

7.30

HIGH

7.55

LOW

7.27

NSE 05:30 | 01 Jan Titan Securities Ltd
OPEN 7.30
PREVIOUS CLOSE 7.41
VOLUME 1073
52-Week high 8.81
52-Week low 2.55
P/E 103.86
Mkt Cap.(Rs cr) 18
Buy Price 7.27
Buy Qty 43.00
Sell Price 7.44
Sell Qty 500.00
OPEN 7.30
CLOSE 7.41
VOLUME 1073
52-Week high 8.81
52-Week low 2.55
P/E 103.86
Mkt Cap.(Rs cr) 18
Buy Price 7.27
Buy Qty 43.00
Sell Price 7.44
Sell Qty 500.00

Titan Securities Ltd. (TITANSECURITIES) - Auditors Report

Company auditors report

TO THE MEMBERS OF TITAN SECURITIES LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements Opinion

We have audited the accompanying standalone Ind AS financial statements of TITANSECURITIES LIMITED ("the Company") which comprise the Balance Sheet as atMarch 31 2019 the Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 as amended ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2019and its profit including other comprehensive income its cash flows and the for the yearended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under Section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance with the ‘Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements for the financialyear ended March 31 2019. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context. We havedetermined the matters described below to be the key audit matters to be communicated inour report. We have fulfilled the responsibilities described in the Auditor'sresponsibilities for the audit of the standalone Ind AS financialstatements section of ourreport including in relation to these matters.

Accordingly our audit included the performance of procedures designed to respond toour assessment of the risks of material misstatement of the standalone Ind AS financialstatements. The results of our audit procedures including the procedures performed toaddress the matters below provide the basis for our audit opinion on the accompanyingstandalone Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter
Disputed Income Tax Demands (as described in note 27 of the standalone Ind AS financial statements)
The Company has received income tax assessment orders relating to disallowance tax demands of Assessed the progress of significant certain deductions expenses which are being contested. The Company has filed an Appeal with ITAT New Delhi against Income Tax Demand of Rs.17170790/- for Assessment Year 2009- 10. In the opinion of the management Income Tax Demand for A.Y.2009-10 is likely to be either deleted or substantially reduced. Our audit procedures included the following: and contingencies.
Evaluated management's assessment of the likely outcome and considered the requirements for any provision.
The unexpected adverse outcome of such tax demands could materially impact the Company as the outcome of such legal actions is uncertain. Inquired with both legal and finance personnel in respect of ongoing tax assessment proceedings inspected relevant correspondence.
Accordingly this matter has been determined to be a key audit matter in our audit of the financial statements. Assessed the related disclosure of tax demands and other contingencies as described in the financial statements.

Accuracy and completeness of disclosure of related party transactions and compliancewith the provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended (‘SEBI (LODR) 2015') (as described innote 31 of the standalone Ind AS financial statements)

We identified the accuracy and completeness of disclosure of related party transactions as set out in respective notes to the standalone Ind AS financial statements as a key audit matter due to: Our procedures in relation to the disclosure of related party transactions included:
The significance of transactions with related parties during the year ended March 31 2019. Obtaining an understanding of the Company's policies and procedures in respect of the capturing of related party transactions and how management ensures all transactions and balances with related parties have been disclosed in the standalone Ind AS financial statements.
Related party transactions are subject to the compliance requirements under the Companies Act 2013 and SEBI (LODR) 2015. Obtaining an understanding of the Company's policies and procedures in respect of evaluating approval process by the Board of Directors.
Agreeing the amounts disclosed to underlying documentation and reading relevant agreements on a sample basis as part of our evaluation of the disclosure.
Assessing management evaluation of compliance with the provisions of Section 177 and Section 188 of the Companies Act 2013 and SEBI (LODR) 2015.
Evaluating the disclosures through reading of statutory information books and records and other documents obtained during the course of our audit.

Information Other than the Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information in doing so consider whether such otherinformation is materially inconsistent with the financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibility of Management for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation and presentation of these standalone IndAS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inEquity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) specified under Section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financialstatements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so. The Board of Directors is also responsible foroverseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that significant doubt on the Company's ability tocontinue as may cast a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the standalone Ind ASfinancial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the significantaudit findings including anysignificant and deficiencies in internal controls that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be brought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone Ind AS financial statements for the financial year endedMarch 31 2019 and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Companies Act2013 and on the basis of such checks of the books and records of the Company as weconsidered appropriate and according to the information and explanations given to usduring the course of audit we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account;

d. In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

e. On the basis of written representations received from the Directors as on March 312019 taken on record by the Board of Directors none of the Directors is disqualified ason March 31 2019 from being appointed as a Director in terms of Section 164(2) of theAct.

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in"Annexure B" to this report;

g. In our opinion the managerial remuneration for the year ended March 31 2019 hasbeen paid / provided by the Company to its Directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;

h. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements- Refer Note 27 to the standaloneInd AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company.

For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
CA Sunita Agrawal
Place: Delhi Partner
Date: 29.05.2019 M.No.095196

Annexure "A" to the Independent Auditors' Report

The Annexure A referred to in paragraph 1 under the heading ‘Report on Other Legaland Regulatory Requirements' of our Independent Report of even date to the members of TITANSECURITIES LIMITED (‘the Company') on the Standalone Ind AS Financial Statementsfor the year ended March 31 2019:

1. Fixed Assets: a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets. b) The Company has a regularprogramme of Physical Verification assets have been verified by the management accordingto the programme of periodical physical verification in a phased manner which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification. c) According to theinformation and explanations given by the management the fixed assets are held in thename of the Company.

2. The Management has conducted physical verification of inventory at reasonableintervals. In our opinion the frequency of verification is reasonable in relation to thesize of the Company and nature of its business. No material discrepancies were noticed onsuch physical verification.

3. The Company has granted loans to one company covered in the register maintainedunder section 189 of the Companies Act 2013 (‘the Act'). a) In our opinion andaccording to the information and explanations given to us the terms and conditions onwhich the loans have been granted to the company listed in the register maintained undersection 189 of the Act are not prejudicial to the interest of the Company. b) In the caseof loans granted to the company listed in the register maintained under section 189 of theAct the borrower has been regular in the repayment of the principal and payment ofinterest wherever stipulated. c) The principal and interest are not overdue in respect ofloan granted to companies firms or other parties listed in the registered maintainedunder section 189 of the companies Act 2013 which are overdue for more than ninety days.

4. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has advanced unsecured loans toentities covered under section 185 of the Companies Act 2013. The Company has compliedwith section 185 section 186(1) of the Act in relation to investments made by theCompany. The remaining provisions related to section 186 of the Act do not apply to theCompany as it is an NBFC registered with the Reserve Bank of India (‘RBI').

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public under the provisions of Sections 73to 76 or any other relevant provisions of the Companies Act 2013. Accordingly theprovisions of clause 3(v) of the Order are not applicable.

6. We have been informed by the management that the Central Government has notprescribed for maintenance of cost records under Section 148(1) of the Act in respect ofthe products dealt with by the Company.

7. Statutory Dues: a. According to the information and explanations given to us theCompany is generally regular in depositing undisputed statutory dues applicable to it withthe appropriate authorities and further there are no undisputed statutory dues which haveremained outstanding as at the last day of the financial year for a period of more thansix months from the date they become payable. b. According to the records and informationand explanations given to us there are no dues of Income-tax Custom Duty Excise DutyGoods and Service Tax etc outstanding on account of any dispute other than the following:

Name of Statue Nature of Dues Amount (Rs. in Lakhs) Forum where dispute is pending
Income Tax Act 1961 Income Tax 171.70 ITAT New Delhi

8. In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowing to any bankFinancial Institution or government or dues to debenture holders.

9. The Company has not raised any money by way of initial public offer (IPO) or furtherpublic offer (including debt instruments) and the Company has not taken any Term Loanduring the year. Although there are outstanding Vehicle Loans from banks and year-endbalance amount is Rs.2221158.12.

10. Based upon the audit procedures performed and according to the information andexplanations given by the management we report that no fraud by the Company or no fraudon the Company by its officers and employees has been noticed or reported during the year.

11. According to the information and explanations given to us the Company has paid /provided for managerial remuneration in accordance with the requisite approvals mandatedby the provisions of Section 197 read with Schedule V to the Act.

12. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

13. According to the information and explanations given by the management transactionswith the related parties are in compliance with Section 177 and 188 of the Act whereverapplicable and the details of such transactions have been disclosed in the notes to thefinancial statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on ourexaminations of the records of the Company the Company has not made any preferentialallotment or private placement of Shares or fully or partly convertible debentures duringthe year.

15. According to the information and explanations given to us the Company has notentered into any non-cash transactions with Directors or persons connected with them asreferred to in section 192 of the Act.

16. The Company is a Non-Banking Finance Company and is already registered underSection 45-

1A of the Reserve Bank of India Act 1934 vide Certificate

03.01.2003.

For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
CA Sunita Agrawal
Place: Delhi Partner
Date: 29.05.2019 M.No.095196

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 2(f) of ‘Report on Other Legal and RegulatoryRequirements' in our Independent Auditor's Report to the members of the Company on theStandalone Ind AS Financial Statements for the year ended March 31 2019.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") of We have audited the internalfinancial controls over financial TITAN SECURITIES LIMITED

("the Company") as of March 31 2019 in conjunction with our audit of theStandalone Ind AS Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company'sManagementisresponsibleforestablishingandmaintaininginternalfinancialcontrols by theCompany considering basedontheinternalcontrol over financial the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting ("the Guidance Note") issued by the Institute of CharteredAccountants of India (‘ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompaniesAct 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based with on our audit. We reference to thesestandalone Ind AS financial conducted our audit in accordance with the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing as specified under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsand both issued by ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting with referenceto these standalone Ind AS financial statements were established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting with reference to thesestandalone Ind AS financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standaloneInd AS financial statement assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlsover financial reporting with reference to these standalone Ind AS financial statements.

Meaning of Internal Financial Controls over Financial Reporting with Reference to thesestandalone Ind AS financial statements

A Company's internal financial control over financial reporting with reference to thesestandalone Ind AS financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reportingwith reference to these standalone Ind AS financial statements includes those policies andprocedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of Management and Directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting withReference to these standalone Ind AS financial statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone Ind AS financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone Ind AS financial statements to future periods are subject to the riskthat the internal financial control over financial reporting with reference to thesestandalone Ind AS financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has maintained in all material respects adequate internalfinancial controls over financial reporting with reference to these standalone Ind ASfinancial statements and such internal financial controls over financial reporting withreference to these standalone Ind AS financial statements were operating effectively as atMarch 31 2019 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India.

For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
CA Sunita Agrawal
Place: Delhi Partner
Date: 29.05.2019 M.No.095196