Your Directors are pleased to present the 37th Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31stMarch 2018.
1. FINANCIAL PERFORMANCE
Your Company's performance during the year as compared to the previous year issummarized below:
(Rs. in Lakhs)
|Particulars ||For the year ended 31st March 2018 ||For the year ended 31st March 2017 |
| ||AUDITED ||AUDITED |
|Gross Income ||291.20 ||500.03 |
|Profit Before Int. and Depn. ||28.12 ||21.31 |
|Net Profit Before Tax ||28.12 ||21.31 |
|Provision for Tax ||7.14 ||14.08 |
|Net Profit After Tax ||20.98 ||7.23 |
|Balance of Profit brought forward ||48.98 ||43.19 |
|Balance available for appropriation ||69.96 ||50.43 |
|Transfer to Statutory Reserve ||4.20 ||1.45 |
|Surplus carried to Balance Sheet ||65.76 ||48.98 |
2. REVIEW OF OPERATIONS
The Company earned a Net Revenue of `. 291.20 Lakhs as compared to `.500.03 Lakhs during previous year. The Company earned a Net Profit of `. 20.98Lakhs as compared to `. 7.23 Lakhs during previous year.
Yours Directors do not recommend any dividend on equity shares in order to conserve theresources of the company.
The total Reserves at the end of the year that is 31st March 2018 is `.98.60 Lakhs as against the total Reserves of `. 77.61 Lakhs as on 31stMarch 2017.
The Board does not recommend any transfer to the General Reserves for the year underreview.
5. SHARE CAPITAL
The Authorized Share Capital of the Company is `. 255000000/- divided in to25500000 Equity Shares of face value of Rs.10/- each. There is no change in theAuthorized Share Capital of the Company during the year under review. The Paid-up ShareCapital of the Company is `. 254044220/- divided in to 25404422 Equity Sharesof face value of `. 10/- each. There is no change in the Paid-up Share Capital ofthe Company during the year. The equity shares of your Company are listed on Bombay StockExchange Ltd and the Calcutta Stock Exchange Limited.
6. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES
M/s Udyati Traders Limited the only Subsidiary Company of your Company which existedat the beginning of the Financial Year 2017-18 has now ceased to remain subsidiary ofyour Company as it was divested during the year. Therefore as on 31st March2018 your Company has neither a Subsidiary Company nor a Joint Venture Company nor anAssociate Company during the year under review.
7. LISTING FEES
The Annual Listing Fee for the Financial Year 2017-18 had been paid to stock exchangeswhere the company's shares are listed.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
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. A brief profile along with necessary disclosures of Mr. Paraj Mehta hasbeen annexed to the Notice convening the ensuing AGM and forms an integral part of thisAnnual Report.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors under section149(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 SEBI ListingRegulation 2015. All requisite declarations were placed before the Board.
Key Managerial Personnel
The following executives of your company are whole-time Key Managerial Persons (KMPs)as on March 31 2018 in accordance with the provisions of section 203 of the CompaniesAct 2013-
|NAME ||DESIGNATION |
|Mr. Sumant Kumar Singh ||Chief Executive officer |
|Mrs. Parul Harlalka ||Company Secretary (Resigned w.e.f. 10.10.2017) |
|Ms. Minu Agarwal ||Company Secretary (Appointed w.e.f. 22.01.2018) |
During the year Mrs. Parul Harlalka resigned from the post of Company Secretary witheffect from 10th October 2017 and Ms. Minu Agarwal has been appointed asCompany Secretary of the Company with effect from 22nd January 2018.
9. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return as on 31stMarch 2018 in Form. MGT 9 is annexed to this Board's Report and marked as Annexure I.
10. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own performanceits various committees and individual directors pursuant to the provisions of theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the Listing Regulations). The Board ofDirectors has expressed its satisfaction on functioning and performance of the Board andits various Committees and the performance of individual directors.
During the year under review the Independent Directors of your company carried out theperformance evaluation of Non-Independent Directors and the Board as a whole at aseparate meeting of the Independent Directors. Also the Performance Evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
11. MEETINGS OF THE BOARD
During the year under review a total of 5 (Five) Board Meetings were held i.e. on 18thApril 2017 22nd May 2017 1st August 2017 01stNovember 2017 and 22nd January 2018. The Maximum time gap between any twoconsecutive 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 criteria fordetermining 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 employee'sremuneration 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 the BoardReport.
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 terms of 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 Company for a consecutive periodof 5 years from the conclusion of the 34th AGM held in the year 2015 until conclusion ofthe 39th AGM of the Company to be held in the year 2020.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs (MCA) the appointment of Statutory Auditors is not requiredto be ratified at every Annual General Meeting. Accordingly the Notice to the 37th AGMdoes not carry any resolution on ratification of appointment of Statutory Auditors. Alsothey have confirmed that they are not disqualified from continuing as the Auditors of theCompany.
15. AUDITORS' REPORT
There is no modification qualification reservation or adverse remarks or disclaimermade by M/s. Jhawar Vithal & Co. Statutory Auditors of the Company in their reporton your company's Financial Statements for the year ended on 31st March 2018.Further the Statutory Auditors have not reported any incident of fraud to the AuditCommittee of your Company during the year under review.
16. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
M/s. A. M Bubna & Associates Practicing Company Secretaries have been appointed asSecretarial Auditors of the Company for the financial year 2017-18 to conduct theSecretarial Audit in compliance with the provisions of Section 204 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The Secretarial Audit Report confirms that your company has complied inter aliawith all applicable provisions of the Companies Act 2013 the Listing Agreements enteredinto by your company with BSE Limited and The Calcutta Stock Exchange Limited and theListing Regulations the Reserve Bank of India Directions Guidelines and circularsapplicable to NBFCs-Corporate Governance (Reserve Bank) Direction 2015 issued by theReserve Bank of India (RBI) and other applicable provision. The report of the SecretarialAuditors is enclosed as Annexure III to this report. The report is self-explanatory anddoes not call for any further comments.
17. INTERNAL AUDIT & FINANCIAL CONTROLS
The Company has adequate internal control system to safeguard its assets. Alltransactions are properly authorized recorded and reported to the Management. InternalAudit is carried out in a programmed way and follow up action if required were promptlyundertaken. The Company has also in place adequate financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial 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 2018.
18. VIGIL MECHANISM
The Company has formulated a codified Whistle Blower Policy incorporating theprovisions relating to Vigil Mechanism in terms of section 177 of the Companies Act 2013and Regulation
22 of the Listing Regulations in order to encourage the Directors and employees of yourcompany to escalate to the level of audit committee any issue of genuine concern impactingand compromising with the interest of your company and its stakeholders in any way. Thecompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct for whistle blowing in good faith. The said policy is available on yourcompany 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 2017-18 were at arm's length basis and in the ordinary course ofbusiness and are in compliance with the applicable provision of the Companies Act 2013 andSEBI (LODR) Regulation 2015. 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 isattached as Annexure IV with the report as per the format prescribed (AOC-2).
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. SEXUAL AND WORKPLACE HARASSMENT
Your Company has put in place a policy of Prevention Prohibition and Redressal ofSexual Harassment and Non discrimination at Workplace in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. The policy is meant to sensitize the employees about their fundamental right to havesafe and healthy environment at workplace. All employees (permanent temporarycontractual and trainees) are covered under this policy. During the year ended 31st March2018 your Company has received no complaints pertaining to SexualHarassment/Discrimination at workplace.
23. CORPORATE GOVERNANCE REPORT AND CERTIFICATE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements as set out by SEBI. As required underRegulation 34(3) read with Schedule V of SEBI Listing Regulation 2015 the CorporateGovernance Report of your Company for the financial year ended March 31 2018 includingthe Compliance Certificate from the Whole-time Director & Chief Financial Officer ofthe Company and a Certificate from the Auditors of your company confirming compliance withthe requirements of Corporate Governance forms part of this Annual Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis of the Company for the year under review asstipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 is given as a separate section forming part ofthe Annual Report.
25. MAINTENANCE OF COST RECORDS
The Maintenance of Cost Records as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013 is not required by the 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 lyingunpaid or unclaimed for a period of seven years. Therefore there were no funds which wererequired to be transferred to Investor Education and Protection Fund (IEPF).
As per the provisions of Companies Act 2013 read with Regulation 34(1) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Annual Report isbeing sent to all the members of the Company and others entitled thereto. Any memberinterested in obtaining such particulars may write to the Company at the registered officeof the Company.
27. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company's thrust is on the promotion of talent internally throughjob rotation and job enlargement.
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 2018 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.
Your Board wishes to place on record its deep appreciation of employees customervendors investors and academic institution for their continuous support.
Your Board takes this opportunity to thank all its dealers banks and otherstakeholders as it considers them essential partners in progress.
|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 6 2018 || || |