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TTI Enterprise Ltd.

BSE: 538597 Sector: Financials
NSE: N.A. ISIN Code: INE404F01031
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VOLUME 752
52-Week high 1.70
52-Week low 0.38
P/E 4.89
Mkt Cap.(Rs cr) 1
Buy Price 0.44
Buy Qty 4248.00
Sell Price 0.44
Sell Qty 750.00
OPEN 0.44
CLOSE 0.44
VOLUME 752
52-Week high 1.70
52-Week low 0.38
P/E 4.89
Mkt Cap.(Rs cr) 1
Buy Price 0.44
Buy Qty 4248.00
Sell Price 0.44
Sell Qty 750.00

TTI Enterprise Ltd. (TTIENTERPRISE) - Auditors Report

Company auditors report

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2019

[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT 2013 AND RULE 9 OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014]

To

THE MEMBERS

TTI ENTERPRISE LIMITED.

1 R. N. Mukherjee Road

Martin Burn House 4th Floor

Suite No. 22 Kolkata – 700001

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by TTI Enterprise Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon. Based on our verification of the Company’s bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2019 complied with the statutory provisions listed hereunder and also that theCompany has proper Board –processes and compliance – mechanism in place to theextent in the manner and subject to the reporting made hereinafter: We have examined thebooks papers minute books forms and returns filed and other records maintained by TTIEnterprise Limited for the financial year ended on 31st March 2019 according to theprovisions of:

i. The Companies Act 2013 and the rules made there under;

ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The Regulations and Guidelines prescribed under the Securities And Exchange Board ofIndia Act 1992 (SEBI Act) viz.;

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme ) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;

(f) The Securities and Exchange Board of India ( Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares )Regulations2009; and

(h) The Securities and Exchange Board of India (Buy Back of Securities )Regulations1998;

(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

(j) And other applicable laws like The Reserve Bank of India Act 1934 as applicable tothe Non

Banking Finance Company.

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by the Institute of Company Secretaries of India.

2. The Listing Agreements entered into by the Company with the Calcutta Stock ExchangeLtd. and BSE Limited. During the period under review the company has complied with theprovision of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept to the extent as mentioned below:

1. During the period the Company’s membership which was under suspension with theCalcutta Stock Exchange Limited had been revoked and the Company’s shares continue tobe listed on the Calcutta Stock Exchange Limited.

We further report that:

The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent directors. The changes in thecomposition of the board of directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings Agenda and detailed notes on Agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarification on the agenda items before the meeting and for meaningfulparticipation at the meeting. Majority decision is carried through while the dissentingmembers’ views are captured and recorded as part of the minutes. We further reportthat there are adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines. We further report that no specific event having a majorbearing on the Company’s affairs in pursuance of the above referred laws rulesregulations guidelines standards etc. has taken place during the year under review.

For A.M. BUBNA & ASSOCIATES
(Company Secretaries)
Place: Kolkata Name of Company Secretary in practice: Ashish Bubna
Date: July 12 2019 FCS NO. 5148 C P No.: 3569

This report to be read with our letters of even date which is annexed as Annexure A andforms an integral part of this report.

ANNEXURE A

To

THE MEMBERS

TTI ENTERPRISE LIMITED

1 R. N. Mukherjee Road

Martin Burn House 4th Floor

Suite No. 22 Kolkata – 700001

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Webelieve that the processes and practices we followed provide a reasonable basis for ouropinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rules andregulations standard is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the company.

For A.M. BUBNA & ASSOCIATES
(Company Secretaries)
Place: Kolkata Name of Company Secretary in practice: Ashish Bubna
Date: July 12 2019 FCS NO. 5148 C P No.: 3569

#SAREnd#

#MDStart#

Management Discussion And Analysis Report

OVERVIEW

Non-Banking Financial Companies are a link in the overall financial market which catersto large number of niche customers. Your Company is registered with RBI as Non-Deposittaking Non-Banking Financial Company (NBFC) and operates in a single segment of lendingand investing in securities being actively engaged in the fund-based activities providingloans and advances investment in shares & securities etc. The company is listed withthe Calcutta Stock Exchange Limited and BSE Limited.

GLOBAL ECONOMY

In 2018 the global economy began its journey on a firm footing with estimated globaleconomic growth of 3.6%. During the second half of 2018 this rate of developmentgradually declined owing to impending US-China trade dispute and some slowdown acrossdeveloped markets. Emerging and developing markets of Asia maintained their steadyprogress at 6.4% during 2018. However it’s important to note that India’seconomy expanded at 7.1% in 2018 vis--vis 6.7% in 2017 whereas China’s growthdeteriorated from 6.9% in 2017 to 6.6% in 2018. South Africa’s economy also sustaineda steady rise of 3% during the year. The global economy has become so interconnected thatimportant trends and events in one region can have substantial effects on the oppositeside of the globe – for better or for worse. Also in the midst of rapidtechnological change political polarization and a fragile economic recovery it iscritical that we define assess and implement new pathways to growth and prosperity. Theongoing and escalating trade wars between US-China and US and other block of nations is abig dampener on the overall Global Economy and Indian Economy in particular.

INDIAN ECONOMY

The size of Indian economy has grown to USD 2.75 trillion in 2018-19 from USD 1.99trillion in 2015-16. India surpassed France and emerged as the world’s sixth-largesteconomy in 2017 and is likely to overtake the UK in the world’s largest economicrankings in 2019. According to the Survey India continued to remain the fastest-growingmajor economy in the world in 2018-19 despite a slight moderation in its GDP growth from7.2 percent in 2017-18 to 6.8 percent in 2018-19. Growth in fixed investment picked upfrom 8.3 percent in 2016-17 to 10.0 percent in 2018-19. On the other hand the worldoutput growth declined from 3.8 percent in 2017 to 3.6 percent in 2018.

India's revenue receipts are estimated to touch Rs. 28-30 trillion (US$ 385-412billion) by 2019 owing to Government of India's measures to strengthen infrastructure andreforms like demonetisation and Goods and Services Tax (GST).

INDUSTRY STRUCTURE (NBFC)

NBFCs are emerging as an integral part of Indian Financial System and are contributingcommendably towards Government’s agenda of financial inclusion. NBFCs in India haverecorded marked growth in recent years. The success of NBFCs has been driven by factorslike their ability to adapt to changes cost efficiency refined product lines bettercustomer services and creating demand in markets that are likely to remain unexplored bybigger players. NBFCs in India are today operating in a very dynamic scenario especiallyafter the revised regulatory framework by the RBI launched with the objective ofharmonizing working of NBFCs with banks and financial institutions and address regulatorygaps and arbitrage. With the growing importance assigned to financial inclusion NBFCshave been regarded as highest value creating business models within the Indian economy.

OUTLOOK

As the markets continue to grow and mature leading to differentiation of products andservices Non-Banking Finance Companies (NBFC’s) will have to find its niche in orderto add value to consumers. The outlook for the sector over the next year lookscomparatively better on account of positive trend of growth in economy which will help ourCompany to continue to explore profitable business opportunities. The Company remainsconfident of the long term growth prospects & opportunities ahead of it in itsbusiness.

OPPORTUNITIES THREATS & RISK

NBFCs are the better alternatives for meeting various financial requirements of abusiness enterprise. They offer quick and efficient services without going through thecomplex procedure of conventional banking formalities. However to survive and toconstantly grow NBFCs will have to be very dynamic and constantly endeavour to search fornew products and services. NBFCs have to focus on their core strengths while improving onweaknesses in order to survive in this ever competitive financial market. However NBFCsare suffering from headwinds of severe liquidity crunch in the markets. They have grownexponentially in the markets but are now facing problems in generating fresh resourcesfrom the markets due to some default in the NBFC / HFC sector. The sluggish economy isputting constraints on liquidity and if not properly managed the liquidity issue may turninto solvency issue.

The Company is exposed to specific risks that are particular to its business and theenvironment within which it operates including economic cycle market risk credit riskinterest rate risk and liquidity risk. The efficient management of risk also helps inachieving the desired outcome while fixing responsibility and accountability. The companyis constantly engaged in innovating its methods and procedure of risk management.Unfavourable events in the Indian economy can affect consumer sentiment and in turn impactconsumer decision to purchase financial products. The risk assessment and mitigationprocedure are periodically reviewed by the Audit Committee.

SEGMENTS WISE OR PRODUCT WISE PERFORMANCE

The company has only one segment and entire revenue is generated from financialactivities only. Accordingly segment reporting as required under AS17 issued by the ICAIis not applicable.

HUMAN RESOURCE

The Company always considers its human resources as a valuable asset and is committedtowards their development for continuous growth. It accordingly invests in training andlong-term development programs and a healthy working atmosphere that ensures equalopportunity for growth and challenge to all the employees. The Company aims to create aworkplace where every person can achieve his or her true potential. The Company encouragesindividuals to go beyond the scope of their work undertake voluntary projects that enablethem to learn and innovate ideas. The Company would continue to expand the human resourceswhich are fundamental to the financial business services and responsible for its progressand stability.

DETAILS OF SIGNIFICANT CHANGES

KEY FINANCIAL RATIOS 2018-19 2017-18
Non-Current Assets (Rs. in Lakhs) * 28.84 248.46
Short term Loans(Rs. in Lakhs) 517.71 466.93
Current Assets (Rs. in Lakhs) 2642.25 2404.10
Cash & Cash equivalent (Rs. in Lakhs) 4.20 98.89
Inventory Turnover 0.20 0.23
EBIDTA/Turnover 0.1546 0.1459
Operating Profit Margin (%) 31.03% 30.87%
Net Profit Margin (%) 12.64% 10.55%
Return on equity (%) 0.67% 0.79%
Book value per share (Rs.) 10.45 10.38
Earnings per share (Rs.) 0.07 0.08

Total expenses reduced to Rs. 24.4 lakhs from Rs. 35.49 lakhs for 31.03.2018 in orderto rationalise the cost of operation and some of the employees were laid off during theyear.

Net Worth of the Company increased to Rs. 2656.93 Lakhs as on 31.03.2019 from Rs.2639.04 Lakhs as on 31.03.2018.

Current Liabilities remained the same as compared to previous year ended 31.03.2018.

*Total Non-Current Assets reduced on account of sale of some of these assets(comprising of investments) during the year.

INTERNAL CONTROL

Adequate systems of internal control are established to ensure that all assets of theCompany are safeguarded and protected against loss from any unauthorized use ordisposition. The efficiency and efficacy of the internal control systems in the Companyare regularly monitored. The policies guidelines and procedures are regularly reviewed bythe Internal Auditors. The Audit Committee of the Board of Directors also reviews theadequacy of internal controls and compliance with operating systems / accountingprocedures. This has improved the management of the affairs of the Company andstrengthened transparency and accountability.

FINANCIAL PERFORMANCE

For the Financial Year ended 31st March 2019 the Net Profit (after tax)standing at books at Rs. 17.88 Lakhs as compared to the last year’s profit of Rs.20.98 Lakhs.

CAUTIONARY STATEMENT

Statements made in this section of Management Discussion and Analysis describing theCompany’s objectives projections targets estimates expectations may be"forward looking statements" within the meaning of applicable securities lawsand regulations. The Company cannot guarantee that these assumptions and expectations areaccurate or will be realised by the Company due to various risks and uncertainties and thedynamic business environment in which the Company is operating.

Important developments that could affect the Company’s operations include adowntrend in the financial services industry- global or domestic or both significantchanges in the political and economic environment in India or key markets abroad taxlaws litigation labour relations exchange rate fluctuations Government policies andother incidental factors etc. The Company assumes no responsibility to publicly amendmodify or revise any forward-looking statements on the basis of any subsequentdevelopments.

For and behalf of the Board of Directors

For TTI ENTERPRISE LIMITED

Binjal Mehta

Whole Time Director

DIN: 00043830

Place: Kolkata

Date: August 9 2019

#MDEnd#

#CGStart#

Corporate Governance Report

A. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company believes in good Corporate Governance in letter and spirit. The Company hasin place a set of systems in order to attain transparency accountability with theultimate goal of attaining increase in long-term shareholder value. Your company hasadequately articulated corporate responsibilities to ensure effective monitoringaccountability and fairness in dealings.

Your Company is in compliance with the requirements mandated by the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘the Listing Regulations’) and the respective amendments thereto. A Reporton compliance with the Corporate Governance requirements as set forth in the ListingRegulations is given below:

B. BOARD OF DIRECTORS

As on 31st March 2019 the Board of your company consisted of optimumnumber of Executive and Non-Executive Directors as required under the Companies Act 2013and the Listing Regulations. The Board consists of one Whole-time Director twoIndependent Directors and one Non-Executive Director.

The composition of the Board category of Directors as well as their DirectorshipMemberships in other Companies/Committees are given below:-

Name of the Director Category *No of Directorship (s) as on 31.03.2019 **No. of Membership(s)/ Chairmanship in other Companies as on 31.03.2019 ***No. of Equity Shares and Convertible instruments held by Non- Executive Directors Relationship with other Directors
Mr. Alok Kumar Goenka Non-Executive Independent Director 1 Nil - -
Mrs. Binjal Mehta Executive- Whole-Time Director 1 Nil 92390 Wife of Mr. Paraj Mehta
Mr. Subrata Saha# Non- Executive Independent Director 1 Nil -

-

Mr. Paraj Mehta Non – Independent Non- Executive Director 1 Nil 79510 Husband of Mrs. Binjal Mehta.

*Excluding Directorships in private limited companies foreign companies and companiesregistered under section 8 of the Companies Act 2013 but including Directorship in TTIEnterprise Limited. Also none of the Directors of the Company holds office in any otherlisted entity.

** Only two Committees viz. the Audit Committee and the Stakeholders’Relationship Committee have been considered for this purpose in terms of Regulation26(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

***The Company has not issued any convertible instruments.

# Mr. Subrata Saha was appointed as an Independent Director of the Company for aperiod of 5 years whose term will expire on 30thSeptember 2019. However hewill lay down his office w.e.f. 30thSeptember 2019 and will not continue asDirector due to pre-occupation in his existing profession. Mr. Subrata Saha has confirmedthat there is no material reason other than mentioned above for his laying down of office.

Familiarization program for Independent Directors

The Independent Directors are familiarized with their roles rights responsibilitiesin the Company nature of the industry in which the Company operates internal policiesetc. through a familiarization program. Details of the familiarization program have beendisclosed on the Company’s website: www.ttienterprise.net.

Notes:

• The Directors and senior management of the Company have made disclosures to theBoard confirming that there are no material financial and/or commercial transactionsbetween them and the Company that could have potential conflict of interest with theCompany at large.

• None of the Directors holds office in more than 20 companies and in more than 10public companies. All Directors are also in compliance of the limit on IndependentDirectorships of listed companies as prescribed in Regulation17A of the ListingRegulations.

I) SKILLS / EXPERTISE / COMPETENCIES OF THE BOARD OF DIRECTORS

In compliance with the Listing Regulations the Board of Directors of the Company hasidentified the list of core skills / expertise / competencies of the Board as required inthe context of the Company’s business and its effective functioning:

• Strategic Expertise - Knowledge of the industry in which the Company operatesand ability to understand and analyse the Company’s strategies identifying themission vision values goals possible risks threats and potential opportunities.

• Financial Experience and Risk Oversight – Qualifications and experience infinance resulting in proficiency in financial management and financial reporting process.Understand and oversee various risks facing the Company and ensure that appropriatepolicies and procedures are in place to effectively manage risk.

• Technology and innovation - Expertise in technological background with abilityto anticipate technological trends and create new business models/trends in financialservices.

• Governance and regulatory oversight - Develop systems for compliance with avariety of regulatory requirements covering periodic review and adopting best governancepractices for a long term and sustainable growth of the Company and protectingstakeholders’ interest.

• Forward Thinking - The skills and competencies that enable it to conduct thesmooth operation of its’ business and financial activities of the company in the NBFCsector.

Therefore the Company being NBFC has to the extent required the expertise and skillsrequired to run its operations smoothly.

II) Board Meetings

The Board of Directors meets at least once in every quarter and also when it isrequired. The Board met 4 (four) times during the financial year 2018-2019. Theintervening gap between the two meetings was within the limits prescribed under theCompanies Act 2013.

The dates of the meetings held during the year ended 31st March 2019 are:

14th May 2018 6th August 2018 30th October 2018 31st January 2019

III) Attendance of the Directors

The details of the attendance of the Directors at the Board Meetings during the yearand at the last Annual General Meeting are as under:-

Directors Attendance at the meetings during 2018-19
Board Meetings Last AGM
(Held on 18.09.2018)
Mr. Alok Kumar Goenka 4 Yes
Mrs. Binjal Mehta 4 Yes
Mr. Subrata Saha 4 No
Mr. Paraj Mehta 4 Yes

IV) Disclosure and meeting of Independent Directors

The independent directors have made all necessary disclosures to the Company that theymeet the criteria of independence mentioned under the Companies Act 2013 and the ListingRegulations. Also in the opinion of the Board they fulfill the conditions specified inthese regulations and are independent of the management of the Company.

A separate meeting of the Independent Directors was held on 31st January2019 in compliance with the requirements of Schedule IV to the Companies Act 2013 readwith Regulation 25 of the Listing Regulations where all the Independent Directors werepresent. At the meeting the Independent Directors reviewed the performance of theNon-Independent Directors and of the Board as a whole. Further the Independent Directorsassessed the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

V) Performance Evaluation of the Board Its Committees and Independent Directors

The Board carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Committees pursuantto the provisions of the Companies Act 2013 and Regulation 17 of the Listing Regulations.

The Performance Evaluation of the Independent Directors was done by the entire Board ofDirectors and the Director being evaluated had not participated in the evaluation.

C. BOARD COMMITTEE

Your Company has 3 Committees to improve the Board effectiveness and efficiency in coreareas. These committees help in decision making and report at the subsequent BoardMeeting. These Committees monitor the activities falling within their term of reference.

D. AUDIT COMMITTEE

The Company has an Audit Committee in place in terms of the requirements of Section 177of the Companies Act 2013 and Rules framed thereunder read with Regulation 18 of theListing Regulations. The Audit Committee of the Company meets every quarter inter aliato review the financial results for the previous quarter before the same are approved atBoard Meetings pursuant to Regulation 33 of the Listing Regulations. All the members arefinancially literate with Mr. Alok Kumar Goenka Chairman of the Committee havingrelevant accounting and financial management expertise.

Terms of Reference

The broad terms of reference of the Audit Committee are as follows:

1. Oversight of the company’s financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement tobe included in the Board’s report in terms of clause (c) of sub-section 3 of section134 of the Companies Act 2013.

b. Changes if any in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement;

d. Significant adjustments made in the financial statements arising out of auditfindings

e. Compliance with listing and other legal requirements relating to financialstatements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue right issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or right issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor’s independence and performance andeffectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

18. To review the functioning of the Whistle Blower mechanism if any;

19. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Statement of Significant Related Party Transactions (as defined by the AuditCommittee) submitted to the Management;

3. Management Letters / Letters of internal control weaknesses issued by the statutoryAuditors;

4. Internal Audit Reports relating to internal control weaknesses; and

5. The appointment removal and terms of remuneration of the Chief Internal auditorshall be subject to review by the Audit Committee.

Apart from the above the Committee also reviews other matters as may be required to bereviewed by the Audit Committee under the Listing Regulations and other rules andregulations.

Composition of the Committee Meetings and Attendance

The Audit Committee of the Company consists of two Independent Directors and oneNon-Executive Director. The Committee met 4(four) times during the year ended 31stMarch 2019 on 14th May 2018 6th August 2018 30thOctober 2018 and 31st January 2019. The particulars of the Meetings attendedby the Members during the year are given below:-

Name of the Director Status Category No. of meetings attended
Mr. Alok Kumar Goenka Chairman Independent Non- Executive 4
Mr. Subrata Saha Member Independent Non- Executive 4
Mr. Paraj Mehta Member Non-Independent Non- Executive 4

The Company Secretary acts as the Secretary to the Committee.

E. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted pursuant to Section 178 ofthe Companies Act 2013 read with Regulation 19 of the Listing Regulation to identifypersons qualified to become directors who may be appointed in senior management inaccordance with the criteria laid down and recommend to the Board their appointment andremoval criteria for determining qualifications and independence of a director andrecommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees alongwith formulation of criteria for evaluationof Independent Directors and the Board and to make recommendations to the Board on thesame. Composition of the Committee Meetings and Attendance The present composition of theCommittee consists of two Independent Directors and one Non-Executive Director. During theyear the Committee met on 6th August 2018 and 31st January 2019.The meetings were attended by all the members of the Committee. The Chairman of theNomination and Remuneration Committee Mr. Alok Kumar Goenka was present at the AnnualGeneral Meeting of the company held on 18th September 2018.

The particulars of the Meetings attended by the Members during the year are givenbelow:-

Name of the Director Status Category No. of meetings attended
Mr. Alok Kumar Goenka Chairman Independent Non- Executive 2
Mr. Subrata Saha Member Independent Non- Executive 2
Mr. Paraj Mehta Member Non-Independent Non- Executive 2

F. REMUNERATION TO DIRECTOR

There is no potential conflict or any pecuniary relationship or transactions of theNon-Executive Directors vis--vis the Company. The Nomination and Remuneration Committeehas also determined the criteria for performance evaluation of Independent DirectorsBoard and Committees. The Board has accordingly formulated a Nomination and Remunerationpolicy on Appointment and Remuneration of Directors Key Managerial Personnel and otheremployees appointment including criteria for determining qualifications positiveattributes and independence of a director and other matters. Apart from sitting fees theIndependent Non- Executive Directors and other Non-Executive Directors are not entitled toany remuneration from the Company. The Remuneration structure comprises of salary bonusand annual increment for the Whole-time Director. The proposed remuneration structure ofthe Whole-time Director on re-appointment is mentioned in the Explanatory Statement to theNotice of the Annual General Meeting. The Company does not pay any performance linkedincentive nor does it have any stock option scheme.

The details of sitting fees paid to the Directors for the financial year 2018-19 is asunder:

Name Sitting fees Paid in Rs.
Mr. Alok Kumar Goenka Non-Executive Independent Director 5000
Mr. Subrata Saha Non-Executive Independent Director 5000
Mr. Paraj Mehta Non-Executive Director 5000

Details of Remuneration to the Whole Time Director

Name Designation Amount (Rs.)
Mrs. Binjal Mehta Whole-Time Director 480000

The payment of Remuneration to the Whole-time Director of the Company is governed bythe Resolution recommended by the Board and approved by the shareholders of the Company inthe AGM of the Company held on 23rd September 2017.

G. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Company’s Stakeholders’ and Relationship Committee formed in compliancewith Section 178 of the Companies Act 2013 oversees redressal of Shareholders’grievances like transfer of shares non-receipt of annual report and related matters.Terms of Reference The Terms of Reference for the Stakeholders’ RelationshipCommittee are as follows:

i. To consider and resolve grievances of the security holders of the company.

ii. To consider and resolve grievances relating to non Receipt of transfer of sharesNon receipt of Annual Report Non receipt of Dividend etc.

iii. Matters relating to dematerialization and rematerialization transfertransmission name change deletion of name and split of shares

iv. To oversee and review the performance of the RTA and to recommend measures foroverall improvement in the quality of investor services.

v. Any other allied matter relating to the security holders of the company.

vi. Any other matter referred to it by the Board of Directors from time to time orenforced by any statutory notification amendment or modification as may be applicable.

The Stakeholders Relationship Committee consists of two Independent Directors and oneNon-Executive Director. During the year the Committee met 4 times viz 14thMay 2018 6th August 2018 30th October 2018 and 31stJanuary 2019. The particulars of the Meetings attended by the Members during the year aregiven below:-

Sl. No. Name of the Director Status Category No. of meetings attended
1. Mr. Alok Kumar Goenka Chairman Independent Non- Executive 4
2. Mr. Subrata Saha Member Independent Non- Executive 4
3. Mr. Paraj Mehta Member Non-Independent Non-Executive 4

Compliance Officer: The Company Secretary of the Company is the Compliance Officer ofthe Company.

Details of Shareholders’ Grievances:

Particulars 2018-19
Number of complaints at the beginning of the year Nil
Number of Shareholder’s Complaints received during the year Nil
Number of complaints not solved to the satisfaction of shareholders Nil
Number of pending complaints at the end of the year Nil

H. GENERAL BODY MEETING DETAILS:

a) The details of the last three Annual and / or Extraordinary General Meetings are asfollows:

Year Ended Date and Time Venue Special Resolution Passed Type of Meeting
March 31 2016 27th September 2016 Tuesday at 10:00 A.M. Bharatiya Bhasha Parishad at 36A Shakespeare Sarani Kolkata- 700017 1 AGM
March 31 2017 23rd September 2017 Saturday at 10:00 A.M. Bharatiya Bhasha Parishad at 36A Shakespeare Sarani Kolkata- 700017 1 AGM
March 31 2018 18th September 2018 Tuesday at 10:00 A.M. Bharatiya Bhasha Parishad at 36A Shakespeare Sarani Kolkata- 700017 NIL AGM

No Resolution was passed during the financial year ended March 31 2019 through PostalBallot under Section 110 of the Companies Act 2013 and Rules framed thereunder. Also theCompany does not propose to conduct any Special Resolution through Postal Ballot underSection 110 of the Companies Act 2013 and Rules framed thereunder on or before theforthcoming Annual General Meeting. No Extraordinary General Meeting was held during theyear.

I. MEANS OF COMMUNICATION

During the year the company made timely disclosure of corporate financial performanceon a consistent comparable relevant and reliable basis. The disclosures were made in thefollowing manner: a) Quarterly Results: During the year the company’sUnaudited / Audited Financial Results of the Company were provided to the Stock Exchangesafter the same were approved at the Board Meeting and also disseminated on the website ofthe Company at www.ttienterprise.net. The Annual Audited Financial Statements were postedto every Member of the Company in the prescribed manner. In terms of Regulation 10 of theListing Regulations the Company has complied with the online filing requirements onelectronic platform of BSE Limited (BSE) viz. BSE Corporate Listing Centre. Also the samewere simultaneously intimated to The Calcutta Stock Exchange Limited (CSE).

b) Newspaper: The quarterly / half yearly and annual results of the Company werepublished in national and local daily newspapers like Business Standard (English) andSangbad Bazaar (Bengali) and also displayed on the website of the Company i.e.www.ttienterprise.net.

c) Website: The Company maintains a functional website www.ttienterprise.netwhich contains a separate section on ‘Investor Information/Relation’ whichenables them to access all information relating to the Company such as quarterly / halfyearly / annual financial statements shareholding patterns and releases CompanyPolicies etc.

d) New Releases Presentations etc.: Official announcements and other generalinformation are displayed on the Company’s website www.ttienterprise.net. Alsoofficial Media Releases are sent to the Stock Exchanges. e) Annual Report: TheAnnual Report containing the Audited Financial Statements Director’s ReportAuditor’s Report and other important information is circulated to members and otherswho are entitled thereto. The Management Discussion Analysis Report forms part of theAnnual Report.

There are no presentations made by the Company to any institutional investors or to anyanalyst during the year.

J. GENERAL SHAREHOLDER INFORMATION:

Meeting- date time and venue Parishad at 36A Shakespeare Sarani Kolkata- 700017
Date of Book Closure Tuesday 17th September 2019 to Monday 23rd September 2019
Financial Year 1st April to 31st March
Financial Calendar For the year ended 31 March 2019 results were announced for:
First Quarter: 6th August 2018
Second Quarter: 30th October 2019
Third Quarter: 31st January 2019
Fourth Quarter: 17th May 2019
For the year ended 31 March 2020 results will be announced for:
First Quarter: Within 14th September 2019 (Due to first time implementation of Ind -AS)
Second Quarter: Within 14th December 2019 (Due to first time implementation of Ind-AS)
Third Quarter: Within 14th February 2020
Fourth Quarter: Within 30th May 2020
Dividend payment date The Board has not recommended any dividend during the year under review.
Stock Exchanges on which the Company’s shares are listed The Calcutta Stock Exchange Ltd.
Scrip Code-30137 & 10030137
7 Lyons Range Kolkata-700001.
BSE Limited
Scrip Code-538597
P.J. Towers Dalal Street
Mumbai-400001.
Listing Fees to Stock Exchanges The Annual Listing Fees for the year 2018-19 has been paid to all the
Stock Exchange where securities of the Company are listed.
Annual Custody Fees to Depositories The Company has paid Annual Custody fees for the year 2018-19 to both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Corporate Identification Number L67120WB1981PLC033771
International Securities
Identification Number INE404F01031
(ISIN)
Registered Office 1 R. N. Mukherjee Road Martin Burn House
Address 4th Floor Suite No. 22 Kolkata-700001.
Phone: (033) 2210 9197; E-mail id: tti1711@gmail.com
Registrar and Share M/s Niche Technologies Pvt. Ltd.
Transfer Agent 3A Auckland Place 7th Floor
Room No. 7A & 7B Kolkata-700017.
Phone: (033) 2280-6616 6617 6618
Email id: nichetechpl@nichetechpl.com
Share Transfer System The Share transfers were received in physical form and processed share certificates were usually returned within 30 days of lodgement subject to the documents being valid and complete.
Consequent to the amendments in Regulation 40 of SEBI (LODR)
Regulation 2015 the transfer of securities shall not be further processed unless the securities are held in the dematerialized form with a depository with effect from April 1 2019. Therefore the Company has sent letters and requisite reminders to those shareholders holding shares in physical form advising them to dematerialize their holding in accordance with the said Notification.
Dematerialization of shares Dematerialization of shares is usually processed and confirmation given to respective depositories within 21 days of receipt of Dematerialization Request Form. As on 31st March 2019 25359177 - (99.82%) of equity shares are in electronic form the transfer of which is done through depositories. The Company’s shares are available for dematerialization on both the depositories viz. NSDL and CDSL. The number of shares dematerialized with NSDL as on 31 st March 2019 were 24349706 (95.85%) shares and with CDSL were 1009471 (3.97%) shares.
Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments conversion date and likely impact on equity. The Company has not issued GDR / ADR till date.
Commodity price risk or foreign exchange risk and hedging activities. None.
Plant locations Address for correspondence None.
The Company Secretary
TTI Enterprise Limited
1 R. N. Mukherjee Road Martin Burn House
4th Floor Suite No.22 Kolkata-700001.
Phone: (033) 2210 9197; E-mail id: tti1711@gmail.com

Stock Market Data

The Calcutta Stock Exchange Association Limited:

2018-19 There has been no trading during the year under review.

BSE Limited: Market price data and stock performance in the last financial year.

Month High Rs. Low Rs.
April 2018 1.47 1.10
May 2018 1.40 1.15
June 2018 1.18 1.13
July 2018 1.13 1.12
August 2018 1.17 0.95
September 2018 0.95 0.66
October 2018 0.70 0.57
November 2018 1.02 0.61
December 2018 1.34 1.07
January 2019 1.50 1.36
February 2019 1.49 1.45
March 2019 1.45 1.44

Performance of the stock in comparison to BSE Sensex and BSE Small Cap Index:

Details April’2018 March’2019
BSE Sensex 33030.87 38672.91
BSE Small Cap 17067.67 15027.36
Company’s Share 1.20 1.45

Shareholding pattern as on March 31 2019:

Sl. No Category No. of Shares held % of holding
1 Promoters (Individual & Body Corporate) 5970175 23.50
2 Private Corporate Bodies 16606899 65.37
3 Resident Individuals 2756242 10.85
4 Any Other 71106 0.28
Total 25404422 100

Distribution of equity shares as on March 31 2019:

Sl. No. Range No. of Holders % to Total No. of Shares % to Total
1. 1 - 500 572 67.8529 53303 0.2098
2 501- 1000 67 7.9478 56012 0.2205
3. 1001- 5000 97 11.5065 245452 0.9662
4. 5001- 10000 27 3.2028 211340 0.8319
5. 10001- 50000 59 6.9988 1428329 5.6224
6. 50001-100000 6 0.7117 414291 1.6308
7. 100001- And above 15 1.7794 22995695 90.5185
Total 843 100.00 25404422 100.00

K. OTHER DISCLOSURES

• There are no materially significant related party transactions that may havepotential conflict with the interest of the Company at large. The Board has approved apolicy for related party transactions which has been uploaded on the Company’swebsite. The web link as required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is as under:http://www.ttienterprise.net/sites/default/files/half-yealy-compliance-certificate/Related%20Party%20Transaction.pdf

• There has been no instance of non-compliances by the Company on any matterrelated to capital markets during the last three years. No penalty / stricture have beenimposed on the Company by the Stock Exchanges or SEBI or any other statutory authoritieson such matters.

• The Company has established vigil mechanism for directors employees and otherstakeholders to report concerns about unethical behavior actual or suspected fraud orviolation of the Company’s code of conduct or ethical policy. The Whistle BlowerPolicy is placed on the website of the Company. The details of such vigil mechanism havebeen provided in the "Boards’ Report to the Members" section of this AnnualReport.

• The Company has a policy for determining ‘material’ subsidiaries. Thesame has been placed on the website of the Company the web link is: http://www.ttienterprise.net/sites/default/files/half-yealy-compliancecertificate/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf

• The Company does not have any subsidiary company.

• None of the Directors of the Company has been debarred or disqualified frombeing appointed or continuing as a Director by SEBI / Ministry of Corporate Affairs /Statutory Authorities which has also been confirmed by M/s. A. M. Bubna & AssociatesPracticing Company Secretaries in their certificate which forms part of the CorporateGovernance Report.

• Confirmation by the Board with respect to the Independent Directors is providedin the ‘Director’s Report’ forming part of this Annual Report.

• The total fees paid by the Company to M/s. Jhawar Vithal And Co. StatutoryAuditors of the Company aggregate to Rs. 15000/-

• The Company has in place an Anti-Sexual harassment policy in line with therequirement of the relevant Act and rules thereunder. There were no cases filed pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 during the year.

L. DETAILS OF COMPLIANCE

a) Mandatory Requirements

The Company has duly complied with the requirements with respect to corporategovernance specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)of Regulation 46 of the Listing Regulations.

b) Non Mandatory Requirements

The Company has adopted various non mandatory requirements as disclosed below:

• The Company continues to adopt best practices in order to ensure unqualifiedFinancial Statements.

• The Internal Auditor reports directly to the Audit Committee.

• The Independent Directors are having requisite qualification and expertise toact as Director on the Board.

M. PROHIBITION OF INSIDER TRADING:

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 (as amended from time to time) the Company has adopted a Code of Conduct forregulating monitoring and reporting of Trading by Insider with a view to regulate tradingin securities by the Directors and designated employees and their immediate relative aswell as Promoter and Promoter Group of the Company. The Company has also in place Code ofPractices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.During the year under review there has been due compliance with the said code.

N. CODE OF CONDUCT

The Board has adopted the Code of Conduct for all Board Members and Senior ManagementPersonnel of the Company and the said Code is posted on the website of the Company. AllBoard members and senior management personnel have confirmed compliance with the Code forthe year 2018-19. A declaration to this effect signed by the Whole-Time Director of theCompany is attached to this report.

O. COMPLIANCE CERTIFICATE OF THE AUDITORS

Certificate from the Auditors of the Company M/s. Jhawar Vithal And Co. confirmingcompliance with the conditions of Corporate Governance as stipulated in part C of ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attachedto this Report forming part of the Annual Report.

P. COMPLIANCE CERTIFICATE

The Whole-time Director and the Chief Financial Officer of the Company have certifiedto the Board of Directors the accuracy of financial statements and adequacy of internalcontrols for the financial reporting as required under Regulation 17(8) read with part Bof Schedule II of the Listing Regulations for the year ended 31st March 2019 which formspart of the Annual Report.

For TTI Enterprise Limited
Binjal Mehta
Place: Kolkata Whole-Time Director
Date: August 9 2019 DIN: 00043830

Declaration Affirming Compliance of Code of Conduct under Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015

To

The Members of TTI Enterprise Ltd

This is to declare that to the best of my knowledge and belief all the Members of theBoard and Senior Management Personnel of the Company have affirmed their respectivecompliance with the Company’s Code of Conduct for the year ended March 31 2019.

For TTI Enterprise Limited
Binjal Mehta
Place: Kolkata Whole-Time Director
Date: August 9 2019 DIN: 00043830

CERTIFICATE ON CORPORATE GOVERNANCE

To

The Board of Directors

TTI Enterprise Limited

We the undersigned in our respective capacity as Whole time Director and ChiefFinancial officer we hereby certify that:

A. We have reviewed financial statements and the cash flow statement for the year ended31st March 2019 and that to the best of our knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading.

2. These statements together present a true and fair view of the Company’s affairsand are in compliance with existing Accounting Standards applicable Laws and Regulations.

B. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year were fraudulent illegal or violative of the Company’spractices and Code of Conduct.

C. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and we have evaluated the effectiveness of Company’s InternalControl Systems pertaining to financial reporting. We have not come across any reportabledeficiencies in the design or operation of such internal controls.

D. We have indicated wherever applicable to the Auditors and the Audit Committee:

i. That there were no significant changes in the internal control over financialreporting during the year. ii. All significant changes in accounting policies during theyear if any have been disclosed in the notes to financial statement. iii. There were noinstances of significant fraud involving either the management or employees having asignificant role in the Company’s internal control system over financial reporting.

Binjal Mehta Deepika H Doshi
Whole-Time Director Chief Financial Officer
DIN: 00043830
Place: Kolkata
Date: August 9 2019

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members

TTI Enterprise Limited

We have examined the compliance of conditions of Corporate Governance by TTI EnterpriseLimited ("the Company) for the year ended 31st March 2019 as per therelevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 [(SEBI (LODR) Regulations"] as amended.

The Compliance of the conditions of Corporate Governance is the responsibility of thecompany’s management. Our examination has been limited to a review of the procedureand implementations thereof adopted by the Company for ensuring compliance with theconditions of Corporate Governance. It is neither an audit nor an expression of an opinionon the financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made we certify that the Company has complied withthe mandatory conditions of Corporate Governance as stipulated in the afore-mentioned SEBI(LODR) Regulations to the extent applicable to it.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

For Jhawar Vithal And Co.
Chartered Accountants
Firm Reg No. 327344E
Place: Kolkata Vithal Jhawar
Date: August 9 2019 CP No: 300406

#CGEnd#

#ARStart#

Independent Auditor’s Report

To the Members of TTI ENTERPRISE LIMITED

Report on the Audit of the Financial Statements

We have audited the accompanying Financial Statements of TTI Enterprise Limited("the Company") which comprise the Balance Sheet as at 31st March2019 the Statement of Profit and Loss and the Cash Flow Statement for the year ended anda summary of significant 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 financial statements give the information required by theCompanies Act 2013 in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2019 and its profit and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor’s Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with 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 Companies Act 2013 and the Rules madethere under and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current year. We have furtherdetermined that there are no key audit matters to communicate in our report.

Other information

The Company’s Board of Directors is responsible for the other information. Theother information comprises the information included in the Company’s AnnualReport but does not include the financial statements and our auditor’s reportthereon. Our opinion on the financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified undersection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the financial statements the Board of Directors is responsible forassessing the Company’s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the Board of Directors either intends to liquidate the Company or tocease operations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financialreporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor’s report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

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

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act 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 reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained upto the dateof our auditor’s report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control 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 thought to bear on ourindependence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of Section 143(11) of theCompanies Act 2013 we give in the Annexure A a statement on the matters specified inparagraphs 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 purposes 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account. d. In our opinionthe aforesaid financial statements comply with the Accounting

Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e. On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financialreporting with reference to these financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".Our Report expresses an unmodified opinion on the adequacy and operating effectiveness ofthe Company’s internal financial controls over financial reporting.

3. In our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters to be included in theAuditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014:

i. The Company does not have any pending litigations which would impact its financialposition in its 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 which were required to be transferred by the Company to the

Investor Education and Protection Fund.

4. In our opinion and to the best of our information and explanation given to us withrespect to the matter to be included in the Auditor’s Report under Section 197(16) ofthe Act the remuneration paid by the company to its Directors during the year is inaccordance with the provisions of section 197of the Act.

For Jhawar Vithal & Co.
Chartered Accountants
FRN – 327344E
Vithal Jhawar
Place: Kolkata Proprietor
Date: 17.05.2019 M. No.: 300406

"ANNEXURE-A" TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in Our Report of even date to the members of M/S. TTIENTERPRISE LTD. on the financial statements of the company for the year ended 31st March2019.

On the basis of such checks as we considered appropriate and according to theinformation and Explanations given to us during the course of our audit we report that:

i) The Company does not have any fixed assets. Consequently para 3(i) of the Order arenot applicable.

ii) As per the information and explanation made available to us the Company’sinventory comprises of shares. The inventory of shares has been physically verified atreasonable intervals and no discrepancies have been found on any occasions..

iii) As per the information and explanation given to us the Company has not grantedany loans secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the Register maintained under Section 189 of the Companies Act2013. Consequently clause 3(iii)(a) 3(iii)(b) of the order are not applicable to thecompany.

iv) The provisions of Section 185 of the Act are not applicable to the Company. TheCompany has complied with the provisions of Section 186 of the Act to the extentapplicable.

v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public during the year. Therefore thedirectives issued by the Reserve Bank of India and the provisions of Section 73 to 76 orany other relevant provisions of the Companies Act 2013 and the rules framed thereunderare not applicable to the company.

vi) As informed to us the Central Government has not prescribed maintenance of costrecords under sub section (1) of Section 148 of the Act in respect of the activitiescarried on by the Company. Thus para 3(vi) of the Order is not applicable to the Company.

vii)In respect of statutory dues according to information and explanations given tous:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding income-tax Tax deducted at sources Professional Tax Goods and Service Tax andother material statutory dues as applicable to it with the appropriate authorities. Thusthere are no arrears of statutory dues which are outstanding as at 31stMarch2019 for a period of more than six months from the date they became payable.

(b) There were no undisputed amounts payable in respect of Income Tax and othermaterial statutory dues on net basis.

viii) The Company has not defaulted in the repayment of dues to financial institutionbanks government or debenture holders as at Balance Sheet date. ix) The Company has notraised any money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Accordingly para 3(ix) of the order is notapplicable.

x) To the best of our knowledge and belief and according to the information andexplanations given to us no material fraud by the company and on the Company by itsofficers/ employees were noticed or reported during the year while conducting audit.

xi) The Company has paid for managerial remuneration within the limits of Section 197read with schedule V of the Act.

xii)The Company is not a Nidhi Company. Therefore clause xii of paragraph 3 of theOrder is not applicable to the Company.

xiii) According to information and explanation given to us and based on our examinationof the records of the Company transactions with related parties are in compliance withSection 177 and 188 of the Act where applicable and details of such transaction have beendisclosed in the financial statements as required by applicable accounting standard.

xiv) Based on our examination of the records of the Company and according to theinformation and explanations given to us the Company has not made any preferentialallotment / private placement of shares or fully or partly convertible debentures duringthe year.

xv) Based on our examination of the records of the Company and according to theinformation and explanations given to us the Company has not entered into any non-cashtransactions as referred to section 192 of the Companies Act 2013 with Directors orpersons connected with them. Accordingly clause 3(xv) of the Order is not applicable.

xvi) According to the information and explanation given to us the Company is requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934 and holds avalid certificate of registration under the same.

For Jhawar Vithal & Co.
Chartered Accountants
FRN – 327344E
Vithal Jhawar
Place: Kolkata Proprietor
Date: 17.05.2019 M. No.: 300406

"Annexure – B" to the Auditor’s Report

(Referred to in paragraph 2 (f) under ‘Report on Other Legal and RegulatoryRequirements’ in our Independent Auditors’ Report of even date) Report on theInternal Financial Controls with reference to financial Statements under Paragraph (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to Financial Statementsof TTI ENTERPRISE LIMITED ("the Company") as of 31st March 2019 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting 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 the orderly andefficient conduct of its business including adherence to 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 information as required under the Companies Act 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness.

Our audit of internal financial controls with reference to financial statementsincluded obtaining an understanding of internal financial controls with reference tofinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor’s judgment includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlswith reference to financial statements.

Meaning of Internal Financial Controls over Financial Reporting with reference to thefinancial statements A Company's internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Company's internalfinancial control over financial reporting with reference to the financial statementsincludes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls with reference to financial statements and such internal financialcontrols with reference to financial statements were operating effectively as at 31stMarch 2019 based on the internal control with reference to financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the Institute of Chartered Accountants of India.

For Jhawar Vithal & Co.
Chartered Accountants
FRN – 327344E
Vithal Jhawar
Place: Kolkata Proprietor
Date: 17.05.2019 M. No.: 300406