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TTI Enterprise Ltd.

BSE: 538597 Sector: Financials
NSE: N.A. ISIN Code: INE404F01031
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VOLUME 2100
52-Week high 1.60
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P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.46
Buy Qty 50000.00
Sell Price 0.44
Sell Qty 1.00
OPEN 0.46
CLOSE 0.46
VOLUME 2100
52-Week high 1.60
52-Week low 0.38
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.46
Buy Qty 50000.00
Sell Price 0.44
Sell Qty 1.00

TTI Enterprise Ltd. (TTIENTERPRISE) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 38th Annual Report of theCompany together with its Audited Financial Statements for the financial year ended 31stMarch 2019.

1. FINANCIAL PERFORMANCE

The performance of the Company during the year as compared to the previous year issummarized below: (Rs. in Lakhs)

Particulars For the year ended 31st March 2019 For the year ended 31st March 2018
AUDITED AUDITED
Gross Income 265.78 291.20
Net Profit Before Tax 21.48 28.12
Provision for Tax 3.59 7.14
Net Profit After Tax 17.88 20.98
Balance of Profit brought forward 65.76 48.98
Balance available for appropriation 83.65 69.96
Transfer to Statutory Reserve 3.58 4.20
Surplus carried to Balance Sheet 80.07 65.76

2. REVIEW OF OPERATIONS

During the year under review the Company earned a Net Revenue of Rs. 265.78 Lakhs ascompared to Rs. 291.20 Lakhs during the previous year. The Company earned a Net Profit ofRs. 17.88 Lakhs as compared to Rs. 20.98 Lakhs for previous year.

3. DIVIDEND

Yours Directors do not recommend any dividend on Equity Shares of the Company in orderto conserve resources for the future.

4. RESERVES

The total Reserves at the end of the year 31st March 2019 is Rs. 116.48Lakhs as against the total Reserves of Rs. 98.60 Lakhs as on 31st March 2018.

The Board does not recommend any transfer to the General Reserves for the year underreview.

5. SHARE CAPITAL

There has been no change in the capital structure of the Company during the year underreview. The Authorised Share Capital of the Company is Rs. 255000000/- divided into25500000 Equity Shares of face value of Rs.10/- each and the Paid-up Share Capital ofthe Company is Rs. 254044220/- divided into 25404422 Equity Shares of face value ofRs. 10/- each. The Company’s shares are listed with the BSE Limited and the CalcuttaStock Exchange Limited.

6. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

Your Company had neither any Subsidiary/ Associate Company nor any Joint VentureCompany during the year under review. Hence the Company is not required to attach FormAOC-1.

7. LISTING FEES

The Company has paid the requisite listing fee to the BSE Limited and Calcutta StockExchange Limited upto the financial year 2018-19.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review there has been no change in the Board of Directors ofyour Company. In accordance with the provisions of Section 152 of the Act read with Rulesframed thereunder and the Articles of Association of the Company Mr. Paraj Mehta (DIN:00049230) retires by rotation at the ensuing AGM and being eligible offers himself forreappointment.

Mrs. Binjal Mehta (DIN: 00043830) was appointed as Whole Time Director designatedExecutive Director of the Company for a term of 5 years at the AGM of the Company held on30th September 2014 whose period of office expires on 30th September 2019. Thereforethe Board has proposed her re-appointment after the recommendation of the Nomination andRemuneration Committee and pursuant to the provisions of Section 196 197 198 203Schedule IV and any other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (‘the ListingRegulations’) for another term of five(5) consecutive years with effect from 1stOctober 2019 to 30th September 2024 subject to approval of the members atthe ensuing Annual General Meeting. The terms of appointment form a part of ExplanatoryStatement attached to the Notice of the AGM.

Further the Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 9th August 2019 have recommended and approved thereappointment of Mr. Alok Kumar Goenka based on his performance evaluation and whose firstterm as Independent Director of the Company shall expire on 30th September2019 and proposes to re-appoint him as Independent Director for a second consecutive termof 5 (five) years w.e.f. 1st October 2019 to 30th September 2024subject to approval of Members at this ensuing Annual General Meeting of the Company.

Mr. Subrata Saha Independent Director will lay down his office on expiry of his termon 30th September 2019. The Board places on record its sincere appreciationfor the rich contribution made by Mr. Subrata Saha during the tenure of his associationwith the Company as Independent Director. Mr. Subrata Saha is laying down his office onaccount of preoccupation with his existing profession. He has confirmed that there is nomaterial reason other than mentioned above.

Further on recommendation of Nomination and Remuneration Committee at their meetingheld on 9th August 2019 the Board of Directors propose to appoint Mr. KamaleshVelji

Thakkar (DIN: 00977332) as an Independent Director of the Company at the 38thAnnual General Meeting for a term of 5 years subject to approval of shareholders. Hisoffice shall not be liable to retirement by rotation. He has given his consent forappointment and has confirmed that he does not suffer from any disqualifications forappointment.

Brief resume nature of expertise details of directorships held in other companies ofthe above Directors proposed to be appointed / re-appointed along with their shareholdingin the Company as stipulated under Secretarial Standard 2 and Regulation 36 of theListing Regulations is appended as an annexure to the Notice of the Annual GeneralMeeting. All the Directors of the Company have confirmed that they are not disqualifiedfrom being appointed as directors in terms of Section 164 of the Companies Act 2013.

Declaration by Independent Directors

Declarations have been received from all the Independent Directors under section 149(7)of the Companies Act 2013 that they meet the criteria of Independence laid down inSection 149(6) of the Companies Act 2013 and Regulation 16 of the Listing Regulations.All requisite declarations were placed before the Board.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) The following executives of your company are whole-time KeyManagerial Persons (KMPs) as on March 31 2019:

NAME DESIGNATION
Mr. Sumant Kumar Singh Chief Executive officer (Resigned w.e.f. 31.07.2018)
Ms. Deepika H Doshi Chief Executive officer (Appointed w.e.f. 06.08.2018)
Ms. Minu Agarwal Company Secretary

9. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as required under Section 92(3) of the Companies Act2013 is forming a part of this report in Form MGT-9 as Annexure I. The extract of theAnnual Return of the Company as required under the Act will be available on the website ofthe Company at www.ttienterprise.net.

10. BOARD EVALUATION

The annual performance evaluation of the Board its various committees and individualdirectors including Independent Directors has been carried out during the year underreview in accordance with the process formulated by the Company in consultation with theNomination and Remuneration Committee. The Board carries out such evaluation keeping itskey focus on the overall functioning and performance.

11. MEETINGS OF THE BOARD

The Board of Directors of the Company met a total of 4 (Four) times during the yearunder review. Board Meetings were held on 14th May 2018 6thAugust 2018 30th October 2018 and 31st January 2019. The Maximumtime gap between any two consecutive meetings did not exceed 120 days.

12. NOMINATION & REMUNERATION POLICY

The Board has formulated Nomination & Remuneration Policy in accordance with theprovisions of Section 178 of the companies Act 2013 and the Listing Regulations. Thepolicy provides for the directors’ appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters.

The said policy is available on the Company’s website www.ttienterprise.net

13. MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employees’remuneration and other details as required pursuant to the Section 197 (12) of theCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure II and forms part of theBoard’s Report.

Particulars of Employees

None of the employees draws remuneration which is in excess of the limits as prescribedunder the said rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 thus the statement pursuant to Section 197(12) of the CompaniesAct 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not required to be annexed.

14. STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. JhawarVithal & Co. Chartered Accountant were appointed as Statutory Auditors of the Companyfor a consecutive period of 5 years from the conclusion of the 34th AGM held in the year2015 until conclusion of the 39th AGM of the Company to be held in the year 2020.

Pursuant to Companies Amendment Act 2017 enforced on 7th May 2018 by the Ministry ofCorporate Affairs (MCA) the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting. Also the Auditors have confirmed that they arenot disqualified from continuing as the Auditors of the Company under the provisions ofthe Act.

15. AUDITORS’ REPORT

The Report of Statutory Auditors does not contain any modification qualificationreservation or adverse remarks or disclaimer. Also the Statutory Auditors have notreported any incident of fraud to the Audit Committee of your Company during the yearunder review.

16. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Your Board has appointed M/s. A. M Bubna & Associates Practicing CompanySecretaries as the Secretarial Auditors of the Company to conduct the Secretarial Auditfor the financial year ended March 31 2019 and to submit Secretarial Audit Report in FormNo. MR-3. A copy of the Secretarial Audit Report received from M/s. A. M Bubna &Associates in the prescribed Form No. MR-3 is annexed to this Board’s Report andmarked as Annexure III.

There is no qualification reservation or adverse remark made by the SecretarialAuditors in their Secretarial Audit Report for the financial year ended March 31 2019.

17. INTERNAL AUDIT & FINANCIAL CONTROLS

The internal control system of the Company to safeguard its assets is adequatelyplaced. All transactions are properly authorized recorded and reported to the Management.Moreover Internal Audit is carried out in a programmed way and follow up action ifrequired were promptly undertaken. Adequate financial controls are in place withreference to the financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

Further the Audit Committee of your company evaluates and reviews the adequacy andeffectiveness of the internal control systems and suggests improvements. The internalaudit report are placed before the Audit Committee on quarterly basis and all findings andobservation and comments if any of the Audit Committee are placed before the board.There stood no adverse finding & reporting by the internal auditor in the internalaudit report for the year ended 31st March 2019.

18. VIGIL MECHANISM

The Company has in place a Whistle Blower Policy incorporating the provisions relatingto Vigil Mechanism in terms of section 177 of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations to report genuine concerns or grievances & to provide adequatesafeguards against victimization of persons who may use such mechanism. The said policy isavailable on your company website and a link to the said policy ishttp://www.ttienterprise.net/sites/default/files/half-yealy-compliance-certificate/VIGIL%20MECHANISM%20AND%20WHISTLE-BLOWER%20POLICY.pdf.

19. RISK MANAGEMENT POLICY

Your Company has adopted a Risk Management Policy in accordance with the provisions ofthe Companies Act 2013 and the Listing Regulations with an objective to formalize theprocess of identification of potential risk and adopt appropriate risk mitigation measuresthrough a risk management structure. The Risk Management Policy is a step taken by theCompany towards strengthening the existing internal controls and updating the same as maybe required from time to time. It establishes various level of accountability and overviewwithin the Company while vesting identified managers with responsibility for eachsignificant risk.

20. RELATED PARTY TRANSACTION

All contracts/ arrangements/transactions with related parties entered by the companyduring the financial year 2018-19 were at arm’s length basis and in the ordinarycourse of business and are in compliance with the applicable provision of the CompaniesAct 2013 and the Listing Regulations. There were no materially significant related partytransactions made by the company with Promoters Directors KMPs or other designatedperson which may have a potential conflict with the interest of the company at large.Members may refer to the notes to the financial statements for details of related partytransactions. Prior omnibus approval of the Audit Committee is obtained for thetransactions which were foreseen and of repetitive nature. The details of the relatedparty transactions undertaken during a particular quarter are placed at the meeting of theAudit Committee held in the succeeding quarter.

Details of such transactions are given in the accompanying financial statements.Disclosures of the Related Party Transactions in Form AOC-2 as required under Section134(3) of the

Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is attached asAnnexure IV.

21. MATERIAL CHANGES AND COMMITMENTS

There were also no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

22. DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL)ACT 2013

The company has in place a policy on Prevention Prohibition and Redressal of SexualHarassment and Non discrimination at Workplace as required under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. All employees(permanent temporary contractual and trainees) are covered under this policy. During theyear under review there were no cases filed and no complaints have been received pursuantto the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

23. CORPORATE GOVERNANCE REPORT AND CERTIFICATE

In continuance of commitment to maintaining the highest standards of CorporateGovernance and ensuring adherence to the Corporate Governance requirements as set out bySEBI and as required under Regulation 34(3) read with Schedule V of the ListingRegulation the Corporate Governance Report of your Company for the financial year endedMarch 31 2019 forms part of this Report. The Code of Conduct compliance Certificate fromthe Whole time Director Corporate Governance Compliance Certificate from the Whole-timeDirector & Chief Financial Officer of the Company and a Certificate from the Auditorsof your company confirming compliance with the requirements of Corporate Governance formspart of the Corporate Governance Section of this Annual Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company asrequired under the Listing Regulations is provided in a separate section and forms anintegral part of this Report.

25. MAINTENANCE OF COST RECORDS

The Maintenance of Cost Records as specified by the Central Government under Section148(1) of the Companies Act 2013 is not required as the Company is a Non-BankingFinancial Company.

26. OTHERS DISCLOSURES/REPORT

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits as required under Chapter V of the Companies Act 2013.

b) Issue of Equity shares (Including Sweat Equity Shares) and ESOPs and shares withdifferential voting rights.

c) Risk Management Committee is not applicable to the Company as it does not fallwithin the criteria.

d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operation in future.

e) Your Company being a Non Banking Finance Company registered with RBI having theprincipal business of providing loans is exempted from the provisions of Section 186 ofthe Companies Act 2013 to the extent of providing loans giving guarantee and providingsecurity in connection with the loan. Therefore particulars of Loans Guarantee orInvestments under section 186 are not required to be disclosed by the Company.

f) Conservation of energy technology absorption and foreign exchange earnings and outgo is Nil as the company does not have any amount relating to conservation of energy ortechnology absorption.

g) Corporate Social Responsibility Committee is not applicable to the Company as itdoes not fall within the criteria as provided under Section 135 of the Companies Act2013.

h) The Company has not declared any dividend till date so there is no fund lying unpaidor unclaimed for a period of seven years. Therefore there were no funds which wererequired to be transferred to Investor Education and Protection Fund (IEPF).

27. HUMAN RESOURCES

Your Company strives to attract retain and develop talent. It takes pride in thecommitment competence and dedication of its employees in all areas of the business. Anumber of programs that provide focused people attention are undertaken by the Companyfrom time to time.

28. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2019 and of the profit of the Company for that period and cash flow statement ofthe Company for the year ended on that date;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

29. RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time.

30. ACKNOWLEDGEMENT

The Directors thank the dealers and bankers for their continued support and assistance.

The Board wishes to place on record its sincere appreciation for the continuedassistance support and cooperation extended to your Company by its employees.

The Directors specially thank the shareholders for their continued faith in theCompany.

For and on behalf of the Board of Directors
For TTI ENTERPRISE LIMITED
Binjal Mehta Paraj Mehta Subrata Saha
Whole-time Director Director Director
DIN: 00043830 DIN: 00049230 DIN: 00959921
Place: Kolkata
Date: August 09 2019