Your Directors have pleasure in presenting their 25th Annual Report and AuditedAccounts of the Company for the year ended 31st March 2017.
|FINANCIAL RESULTS: || || |
(Amt. in Lakhs of Rupees)
| ||Standalone ||Consolidated |
|Particulars ||Current Year ||Previous Year ||Current Year ||Previous Year |
| ||2016-2017 ||2015-2016 ||2016-17 ||2015-16 |
|Income from Operations ||482.72 ||354.17 ||5756.53 ||4931.12 |
|Other Income ||4.44 ||8.13 ||32.00 ||62.92 |
|Total Income ||487.16 ||362.31 ||5788.53 ||4994.15 |
|Total Expenses ||443.61 ||328.99 ||5410.12 ||4695.71 |
|Profit before Tax ||43.54 ||33.31 ||378.41 ||298.43 |
|Tax Expense/Provisions ||5.26 ||3.91 ||122.05 ||92.21 |
|Profit after Tax ||38.28 ||29.40 ||256.36 ||206.22 |
|Balance Carried to Balance Sheet ||38.28 ||29.40 ||256.36 ||206.22 |
PERFORMANCE AND REVIEW
During the year under review income from operations was Rs. 482.72 (in Lakhs) ascompared to Rs. 354.17 (in Lakhs) during the previous year. Further the Profit before taxwas Rs. 43.54 (in Lakhs) as compared to Rs. 33.31 (in Lakhs) during the previous year.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 11 (Eleven) times during 2016-17. The details of themeetings attended by each director are provided in the Corporate Governance Reportattached to the Director's Report.
The Company is planning to invest money in various attractive investment schemes goodbusinesses for investment for return. The Company has earned profits with its investmentsin the last year and the company will continue to invest in profitable investment schemes.
CONSOLIDATION OF FINANCIAL STATEMENTS
The Financial statements have been prepared in accordance with generally acceptedaccounting principles in India (India GAAP). These financial statements comply in allmaterial respects with Accounting Standards notified under Section 133 of Companies Act2013. Further a statement containing salient features of Financial Statements ofAssociate Company namely Titan Biotech Limited pursuant to sub-section 3 of Section 129 ofCompanies Act 2013 in prescribed form AOC-1 is appended as Annexure-2.
During the period of under review the Company has not accepted any deposits.
POLICIES ADOPTED BY COMPANY
The Policies adopted by Company are placed on the website of Company atwww.titansecuritiesltd.com in investors sublink.
The Company has established Vigil Mechanism and the same is placed on the website ofCompany at www.titansecuritiesltd.com in investors sublink.
Due to Inadequate Profits the Board does not propose to recommend any dividend.
Mr. Suresh Chand Singla (DIN 00027706) shall retire in this Annual General Meetingand being eligible offers himself for re-appointment.
Mr. Ravinder Gupta (DIN 00094380) appointed as an Additional Director during theyear and who ceases to be dirctor at this AGM is proposed to be appointed as independentdirector not liable to retire by rotation for a period of 4 years.
Mr. Vikas Sharma (DIN 023576747) has ceased to be director of company.
The independent directors namely Mr. Rakesh Kumar Gupta Mr. K C Gupta Mr. VikasSharma & Mr. Ravinder Gupta have furnished a statement of declaration to be given byindependent directors under sub-section (7) of Section 149 of Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act 2013 with respect toDirector's Responsibility Statement it is hereby confirmed:
(1) That in preparation of annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationsrelating to material departures;
(2) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review;
(3) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;
(4) That the directors had prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.
(5) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(6) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
I. The Audit Committee held its meeting during the previous financial year on01.04.2016 30.05.2016 12.08.2016 31.08.2016 11.11.2016 28.01.2017 and 31.03.2017.
II. At the invitation of the Company representatives from various divisions of theCompany Internal Auditors Statutory Auditors and Company Secretary who is acting assecretary to the Audit Committee also attended the Audit Committee meeting to answer andclarify queries raised at the Committee meetings.
III. The role and terms of reference of the Audit Committee covers the mattersspecified for Audit Committee under section 177 of Companies Act 2013 and under Clause 49of the Listing Agreement ("Listing Agreement") of the company with the stockexchanges.
M/s Sunita Agrawal & Co. Chartered Accountants shall Audit the Accounts of theCompany for the financial year 2017-18 subject to ratification of shareholders. Thereforeit is proposed to ratify appointment of M/s Sunita Agrawal & Company as StatutoryAuditors for the audit of accounts of company for financial year 2017-18 in the upcomingAGM of the Company.
The observation made by the Statutory Auditors with reference to notes on the accountsfor the year under report are self explanatory the report of the Secretarial Auditors isalso self explanatory and need no further comments from the Directors.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the period under review there were no foreign exchange earnings or outgo.
LISTING OF SHARES
a) The Company securities have not been suspended from trading.
b) The securities of the Company are listed at the Bombay Stock Exchange Limited andwill continue to be listed there. Annual Listing Fee has been paid to the Bombay StockExchange Limited.
The name and address of stock exchange where shares of Company will continue to belisted as under:
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Tower
Dalal Street Mumbai-400001
Particulars of Loans Guarantees or Investments under Section 186 of Companies Act2013
Particulars of Loans Guarantees or Investments under Section 186 of Companies Act2013 have been disclosed appropriately under financial statements.
Extract of Annual Return
Extract of Annual Return in Form No. MGT-9 has been annexed to the Directors Report asAnnexure-1.
Information of Subsidiary/Associate Companies
Pursuant to Section 129(3) of Companies Act 2013 a statement containing salientfeatures of financial statements of subsidiary company/associate Company in Form AOC 1 isattached to the accounts.
Form no. AOC -2 pursuant to clause (h) of sub-section (3) of Section 134 of CompaniesAct 2013 and Rules 8(2) of Companies (Accounts) Rules 2014
Form for disclosure of particulars of contracts arrangements entered into by thecompany with related parties referred to in sub-section 1 of Section 188 of the CompaniesAct 2013:-
1. Detail of Contracts or Arrangements or Transactions not at arm's length basis:-
Titan Securities Limited has not entered into any contract or arrangement ortransaction with any related party which is not at arm's length pursuant to Section 188 ofCompanies Act 2013.
2. Details of Contracts or Arrangements entered into at arm's length basis:-
Titan Securities Limited did not enter into any new contract or arrangement which is atarm's length during 2016-17 with any related party.
The provisions related to Risk Management are not applicable to the Company.
Corporate Social Responsibility
The provisions related to Corporate Social Responsibility are not applicable to theCompany.
The evaluation of Board of Directors its committees and individual directors havecarried out by Independent Directors pursuant to the provisions regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 and corporategovernance requirements under various provisions of the "SEBI ListingRegulation". The Evaluation was done taking in view the inputs given by eachdirector preparedness on issues to be discussed meaningful and constructivecontribution. In a separate meeting of the independent directors performance of nonindependent directors was evaluated. The Evaluation of director's performance wasdiscussed at the Board Meeting.
Policy on Directors Appointment Remuneration and other details
Policy on Directors Appointment or Reappointment Remuneration and other detailsprovided in Section 178(3) of Companies Act 2013 has been disclosed in CorporateGovernance Report.
Internal Financial Control System and their Adequacy
The details in respect of internal financial control and their adequacy are included inManagement discussion and Analysis Report.
Information of Subsidiary/Associate Companies
Pursuant to Section 129(3) of Companies Act 2013 a statement containing salientfeatures of financial statements of subsidiary company/associate Company in Form AOC 1 isattached to this report as Annexure-2.
Conservation of Energy and Technology Absorption
The provisions of Conservation of Energy and Technology Absorption are not applicableto Company.
Statement of Disclosure U/S 197 of Companies Act & Rule 5(1) of Companies(Appointment and Remuneration of Managerial Personal) Rules 2014
Attached as Annexure-3
Secretarial Audit Report
Secretarial audit Report is annexed as Annexure-4.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Industry Structure & Development
India has a diversified financial sector with banks non banking financial companiesmutual funds pension funds cooperatives insurance companies etc. As per the financialstability report of RBI India's financial system remains stable and Asset quality ofNon-Banking Financial Companies also improved.
Opportunity and Threats
The Capital market witnessed ups and downs during 2016-17 but overall the market wasquite stable and growing. There were various opportunities and threats during the ups anddowns. Uncertainty in Global Markets due to recessionary environment poses threat fordowntrend in Capital Markets. However the management took possible steps to cash in onvarious opportunities and at times also observed closely which may lead to the erosion ofinvestments.
Segment wise or product wise performance
The Company has three reportable segments viz. sale and purchase of shares (Trading andInvestment) Financing Business (Granting of Unsecured Loans) etc.
The Share market looks very solid in long term. Reports of various agencies and leadingeconomists reflect that there is an early sign of revival of economic growth with strongpositive sentiments. Growth in GDP numbers and other economic parameters being positiveoverall economic scenario looks favorable for coming years.
Risk and Concern
Risk is an inherent part of any business but risk can be managed. We have a clearlyformulated risk management system in place to identify both external and internal risk andto take appropriate corrective action on time.
Internal Control System and their Adequacy
The Company has an adequate system of internal control implemented by the managementtowards achieving efficiency in operations optimum utilization of resources and effectivemonitoring thereof and compliance with applicable laws.
The Companies internal controls are founded on sound internal audit practices. Theexperienced professionals take care of the internal control systems.
Financial performance vis--vis operational performance
The Company earned a profit of Rs. 38.28 Lakhs during 2016-17 as compared to Rs. 29.40Lakhs during 2015-16.
The operational income was Rs. 482.72 Lakhs as compared to Rs. 354.17 Lakhs during theprevious year.
Material Development in Human Resources
The Management and Employees enjoy a cordial relationship and objective of both of themare in line to meet with the overall objectives of the company.
Your Director would like to express their grateful appreciation for the assistance andcontinued co-operation extended by the Bankers Government Agencies Shareholderscustomers and wish to place on record their deep sense of commitment shown by theemployees at all levels and acknowledge their contribution for the smooth operation of theCompany during the year under report.
|For Titan Securities Limited ||For Titan Securities Limited |
|Manju Singla ||Naresh Kumar Singla |
|Managing Director ||Director |
|DIN 00027790 ||DIN 00027448 |
|Date: 31.08.2017 || |
|Place: Delhi || |