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Titan Securities Ltd.

BSE: 530045 Sector: Financials
NSE: N.A. ISIN Code: INE090D01017
BSE 15:40 | 07 Dec 17.60 0.45
(2.62%)
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17.45

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17.95

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NSE 05:30 | 01 Jan Titan Securities Ltd
OPEN 17.45
PREVIOUS CLOSE 17.15
VOLUME 140261
52-Week high 26.85
52-Week low 9.25
P/E 110.00
Mkt Cap.(Rs cr) 44
Buy Price 17.55
Buy Qty 10.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.45
CLOSE 17.15
VOLUME 140261
52-Week high 26.85
52-Week low 9.25
P/E 110.00
Mkt Cap.(Rs cr) 44
Buy Price 17.55
Buy Qty 10.00
Sell Price 0.00
Sell Qty 0.00

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 statementsofTITAN SECURITIES LIMITED ("the Company") which comprise the Balance Sheet asat March 31 2020 the

Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash

Flow Statement and the Statement of Changes in Equity for the year thenended and notes to the standalone Ind AS financial statements including a summary ofsignificant policies and other explanatory information. In our opinion and to the best ofour information and according to the explanations given to us the aforesaid standaloneInd AS financial statements give the information required

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 2020and its profit including other comprehensive income its cash flows and the changes inequity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing (SAs) as specified under Section 143(10) of theAct. Our responsibilities under those Standards are further described in theAuditor's Responsibilities for the Audit of the Standalone Ind AS FinancialStatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and wehavefulfilledour ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financialstatements forthe financialyear ended March

31 2020. These matters were addressed in the context of our audit ofthe standalone Ind AS as a whole and in forming our opinion thereon and we do notprovide a financial separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the standalone Ind AS financialstatements section of our report including in relation to these matters. Accordingly ouraudit included the performance of procedures designed to respond to our assessment of therisks of material misstatement of the standalone Ind AS financial statements. The resultsof our audit procedures including the procedures performed to address the matters belowprovide the basis for our audit opinion on the accompanying standalone Ind AS financialstatements.

Key audit matters How our audit addressed the key audit matter
Disputed Income Tax Demands ( as described in note 26 of the standalone Ind AS financial statements)
The Company had received income tax assessment orders relating to disallowance of certain deductions expenses which are being contested. Our audit procedures included the following:
Assessed the progress of significant contingencies.
• Evaluated management's assessment of the likely outcome and considered the requirements for any provision.
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. Inquired with both legal and finance personnel in respect of ongoing tax assessment proceedings inspected relevant correspondence.
The unexpected adverse outcome of such tax demands could materially impact the Company as the outcome of such legal actions is uncertain. • Assessed the related disclosure of tax demands and other contingencies as described in the financial statements.
Accordingly this matter has been determined to be a key audit matter in our audit of the financial statements

Accuracy and completeness of disclosure of related party transactionsand compliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended (‘SEBI (LODR) 2015')( as described in note

30 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:
• 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.
The significance of transactions with related parties during the year ended March 31 2020. • Obtaining an understanding of the Company's policies and procedures in respect of evaluating approval process by the Board of Directors.
• Related party transactions are subject to the compliance requirements under the Companies Act 2013 and SEBI (LODR) 2015. • 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'sReport thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone

Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the standalone Ind AS financialstatements our responsibility is to read the other information in doing so considerwhether such other information is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Responsibility of Management for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation and presentation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financialperformance including other comprehensive income cash flowsand changes in Equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting

Standards (Ind AS) specified under Section 133 of the Act read withthe Companies (Indian

Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. The Board of Directors is alsoresponsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone Ind AS financialstatements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of thestandalone Ind AS financial statements whether due to fraud or error design and performaudit procedures responsive to those risks and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that are appropriate in the circumstances.Under section 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and related disclosures made by themanagement.

Conclude on the appropriateness of management's useof the going concern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the financial statements or ifconclusions 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 thestandalone Ind AS financial statements including the disclosures and whether thestandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit significantdeficiencies in internal controls that we identify during our audit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalone IndAS financial statements for the financial year ended March 31 2020 and are thereforethe key audit matters. We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order2016 ("the Order") issued by the Central Government of India in terms of Section143(11) of the Companies Act 2013 we give in the "Annexure A" a statement onthe matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanationswhich to the best of 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 beenkept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss including theStatement of

Other Comprehensive Income the Cash Flow Statement and Statement ofChanges in Equity dealt with by this Report are in agreement with the books of account;statements comply with

d. Inouropinion the aforesaid standalone Ind AS financial the IndianAccounting 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 Directorsas on March 31

2020 taken on record by the Board of Directors none of the Directorsis disqualified as on March 31 2020 from being appointed as a Director in terms ofSection 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company with reference to these standalone Ind AS financialstatements and the operating effectiveness of such controls refer to our separate Reportin "Annexure B" to this report;

g. In our opinion the managerial remuneration for the year ended March31 2020 has been paid / provided by the Company to its Directors in accordance with theprovisions of section 197 read with Schedule V to the Act;

h. With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone Ind AS financial standalone Ind AS financialstatements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;

iii. There were no amounts required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
(CA Sunita Agrawal)
Partner
Place: Delhi M.No.095196
Date: 30.06.2020 UDIN-

Annexure "A" to the Independent Auditors' Report

The Annexure A referred to in paragraph 1 under the heading‘Report on Other Legal and Regulatory Requirements' of our Independent Report ofeven date to the members of TITAN SECURITIES LIMITED (‘the Company') on theStandalone Ind AS Financial Statements for the year ended March 31 20

1. Fixed Assets: a) The Company has maintained proper recordsshowing full particulars including quantitative details and situation of fixed assets. b)The Company has a regular programme of Physical Verification by which fixed assets havebeen verified by the management which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. No material discrepancies were noticedon such verification. c) According to the information and explanations given by themanagement the fixed assets are held in the name of the Company.

2. The Management has conducted physical verification ofinventory In our opinion the frequency of verification is reasonable in

Company and nature of its business. No material discrepancies werenoticed on such physical verification.

3. The Company has granted loans to companies covered in theregister maintained under section 189 of the Companies Act 2013 (‘the Act').

a) In our opinion and according to the information and explanationsgiven to us the terms and conditions on which the loans have been granted to thecompanies listed in the register maintained under section 189 of the Act are notprejudicial to the interest of the Company.

b) In the case of loans granted to the companies listed in the registermaintained under section 189 of the Act the borrowers have been regular in the repaymentof the principal and payment of interest wherever stipulated.

c) The principal and interest are not overdue in respect of loangranted to companies firms or other parties listed in the registered maintained undersection 189 of the companies Act 2013 which are overdue for more than ninety days.

4. According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has advancedunsecured loans to entities covered under section 185 of the Companies Act 2013. TheCompany has complied with section 185 section 186(1) of the Act in relation toinvestments made by the Company. The remaining provisions related to section 186 of theAct do not apply to the Company as it is an NBFC registered with the Reserve Bank of India(‘RBI').

5. In our opinion and according to the information andexplanations given to us the Company has not accepted any deposits from the public underthe provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act2013. Accordingly the provisions of clause 3(v) of the Order are not applicable.

6. We have been informed by the management that the CentralGovernment has not prescribed for maintenance of cost records under Section 148(1) of theAct in respect of the 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 information and explanations given tous there are no dues of Income-tax Custom Duty Excise Duty Goods and Service Tax etcoutstanding on account of any dispute other than the following:

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

8. In our opinion and according to the information andexplanations given by the management the Company has not defaulted in repayment of loansor borrowing to any bank Financial Institution or government or dues to debentureholders.

9. The Company has not raised any money by way of initial publicoffer (IPO) or further public offer (including debt instruments) and the Company has nottaken any Term Loan during the year. 10. Based upon the audit procedures performed andaccording to the information and explanations given by the management we report that nofraud by the Company or no fraud on the Company by its officers and employees has beennoticed or reported during the year.

11. According to the information and explanations given to us theCompany has paid / provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. In our opinion the Company is not a Nidhi Company. Therefore theprovisions of clause 3(xii) of the order are not applicable to the Company and hence notcommented upon. 13. According to the information and explanations given by the managementtransactions with the related parties are in compliance with Section 177 and 188 of theAct wherever applicable and the details of such transactions have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and basedon our examinations of the records of the Company the Company has not made anypreferential allotment or private placement of Shares or fully or partly convertibledebentures during the year 15. According to the information and explanations given to usthe Company has not entered into any non-cash transactions with Directors or personsconnected with them as referred to in section 192 of the Act.

16. The Company is a Non-Banking Finance Company and is alreadyregistered under Section

45-1A of the Reserve Bank of India Act 1934 vide Certificate ofRegistration

01407 dated 03.01.2003.

For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
(CA Sunita Agrawal)
Partner
Place: Delhi M.No.095196
Date: 30.06.2020 UDIN-

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 2(f) of ‘Report on Other Legal andRegulatory Requirements' in our Independent Auditor's Report to the members ofthe Company on the Standalone Ind AS Financial Statements for the year ended March 312020.

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act") overfinancial Wehaveaudited the internal financial TITAN SECURITIES LIMITED

("the Company") as of March 31 2020 in conjunction with ouraudit of the Standalone Ind AS Financial Statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting ("the GuidanceNote") issued by the Institute of Chartered Accountants of India (‘ICAI').These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring adherence toCompany's policies the the orderlyandefficient safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting with reference to these standalone Ind ASfinancial statements based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls

Over Financial Reporting (the "Guidance Note") and theStandards on Auditing as specified section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls and both issued by ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial AS financial statements were established and maintainedand if such in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting statementsand their operating effectiveness. Our audit of internal financial reporting includedobtaining an understanding of internal financial controls over financial reporting withreference to these standalone Ind AS financial statement assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks ofmaterialmisstatementofthefinancialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis reporting with reference totheseforourauditopinionfinancialcontrolsoverfinancial theinternal standalone Ind ASfinancial statements.

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

A Company's internal financial control over financial reporting withreference to these standalone Ind AS financial statements is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof financialstatements 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 detailaccurately and dispositions of the assets of the company; (2) provide reasonablefairlyreflect assurance that transactions are recorded as necessary topermitpreparationoffinancialstatements 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) providereasonable assurance regarding prevention or timely detection of unauthorized acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting with Reference to these standalone Ind AS financial statements

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these standalone Ind AS financial statements including the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingwith reference to these standalone Ind AS financial statements to future periods aresubject to the risk that the internal financial control over financial reporting withreference to these standalone Ind AS financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion the Company has maintained in all material respectsadequate internal financial controls overfinancialreporting with reference to thesestandalone Ind AS financialstatements and such internalfinancialcontrolsoverfinancialreporting with reference to these standalone Ind AS statements were operatingeffectively as at March 31 2020 based on the internal control financial over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India.

For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
(CA Sunita Agrawal)
Partner
Place: Delhi M.No.095196
Date: 30.06.2020 UDIN-

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