Your Directors take pleasure in presenting the 39th Annual Report of theCompany together with its Audited Financial Statements for the Financial Year ended 31stMarch 2020.
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 2020 ||For the year ended 31st March 2019 |
| ||AUDITED ||AUDITED |
|Gross Income ||179.46 ||252.58 |
|Net Profit Before Tax ||(18.74) ||8.14 |
|Provision for Tax ||6.85 ||0.37 |
|Net Profit After Tax ||(25.59) ||7.77 |
|Balance of Profit brought forward ||102.83 ||98.63 |
|Balance available for appropriation ||77.24 ||106.40 |
|Transfer to Statutory Reserve ||- ||3.57 |
|Surplus carried to Balance Sheet ||77.24 ||102.83 |
Notes: a) No amount was transferred to the Statutory Reserve Fund pursuant to Section45-IC of the Reserve Bank of India Act 1934 as the Company has incurred loss during theyear. b) In accordance with the Companies (Indian Accounting Standards) Rules 2015 of theCompanies Act 2013 (the Act) read with Section 133 of the Act the Company has for thefirst time adopted the Indian Accounting Standards (Ind AS) for preparation of itsFinancial Statements with effect from April 1 2019 (transition date being Aril 1 2018).c) Previous year figures have been regrouped/reclassified wherever required.
2. STATE OF COMPANY'S AFFAIRS/ REVIEW OF OPERATIONS
During the year under review the Company earned a Net Revenue of Rs. 179.46 Lakhs ascompared to Rs. 252.38 Lakhs during the previous year. The Company incurred a loss of Rs.25.59 Lakhs as compared to a net profit of Rs. 7.77 Lakhs for previous year.
Your Directors do not recommend any dividend on Equity Shares of the Company in orderto conserve resources for the future.
The total Reserves at the end of the year 31st March 2020 is Rs. 116.31Lakhs as against the total Reserves of Rs. 141.39 Lakhs as on 31st March 2019.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 Calcutta StockExchange Limited.
6. MATERIAL CHANGES AND COMMITMENTS
Material changes and commitments affecting the financial position of the Company whichhas occurred between the end of the Financial Year of the Company to which the FinancialStatements relate and the date of this Report is as follows:
COVID-19 Pandemic The sudden outbreak of Coronavirus (COVID-19) pandemicglobally and in India is causing significant disturbance and slowdown of economicactivities. As a measure to prevent the spread of this virus the Indian governmentimposed a nationwide lockdown w.e.f. 24th March 2020 which was extended anumber of times with or without relaxations. In line with the lockdowns announced by theCentral Government the office of the Company was closed and the employees were providedthe facility to "Work from Home" to ensure continuity of operations of theCompany. The said closure(s) have triggered significant disruptions to business worldwideresulting in economic slowdown and increased volatility in the financial markets.
Further the Reserve Bank of India vide its notification dated March 27 2020 permittedthe financial institutions to grant a moratorium of three months on repayments andinterests and vide its notification dated 22nd May 2020 has permitted a further extensionof three months. Your Company has offered the same to its borrowers.
The impact of the pandemic on the financial assets (loans) of the Company cannot beassessed at this point of time. The Company has considered internal and externalinformation along with its historical experience and other emerging factors in assessingthe recoverability of loans and other financial assets. However this does not affect thegoing concern status of the Company and the Company is not facing any liquidity concern asof now.
7. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES
Your Company neither has any Subsidiary/ Associate Company nor any Joint VentureCompany during the year under review. Hence the Company is not required to attach FormAOC-1.
8. LISTING FEES
The Company has paid the requisite listing fee to the BSE Limited and Calcutta StockExchange Limited for the Financial Year 2019-20.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review there has been no change in the Board of Directors ofyour Company. As on March 31 2020 the Board consists of two Non-Executive IndependentDirectors one Non-Executive Director and one Whole-Time Director. The Board opines thatthe Independent Directors so appointed/re-appointed are of integrity and possess therequisite expertise and experience (including the proficiency).
In accordance with the provisions of Section 152 of the Act read with Rules framedthereunder and the Articles of Association of the Company Mrs. Binjal Mehta (DIN:00043830) retires by rotation at the ensuing Annual General Meeting (AGM) and beingeligible offers herself for reappointment.
Declaration by Independent Directors Declarations have been received from allthe Independent Directors under Section 149(7) of the Companies Act 2013 that they meetthe criteria of Independence laid down in section 149(6) of the Companies Act 2013 andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations'). All requisite declarations were placed before theBoard.
Key Managerial Personnel Pursuant to the provisions of Sections 2(51) and 203 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (as amended from time to time) The following executivesof your Company are whole-time Key Managerial Persons (KMPs) as on March 31 2020:
|NAME ||DESIGNATION |
|Ms. Deepika H Doshi ||Chief Executive officer |
During the year the Company Secretary of the Company Ms. Minu Agarwal resigned w.e.f.14th September 2019. Thereafter the Company appointed Mrs. Ritika Goel as the CompanySecretary of the Company on 9th December 2019 who resigned from the post w.e.f. 3rdFebruary 2020. The Company appointed Ms. Simran Jalan as the Company Secretary of theCompany w.e.f 1st July 2020.
10. 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.
11. 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.
In a separate meeting of Independent Directors performance of non-independentdirectors the Board as a whole was evaluated taking into account the views of executivedirectors and non-executive directors.
12. MEETINGS OF THE BOARD
The Board of Directors of the Company met a total of 6 (six) times during the yearunder review. Board Meetings were held on 17th May 2019 9thAugust 2019 13th September 2019 4th October 2019 9thDecember 2019 and 8th February 2020. The necessary quorums were present forall the meetings. The maximum time gap between any two consecutive meetings did not exceed120 days.
13. 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.
14. 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 the Board'sReport.
Particulars of Employees None of the employees draws remuneration which is inexcess of the limits as prescribed under the said rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 thus the statement pursuant toSection 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required to beannexed.
15. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee forms a part of theCorporate Governance Report which is a part of this Annual Report. Further the Board ofDirectors has accepted all the recommendations provided by the Audit Committee during theyear under review.
16. 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 the Boardrecommends the appointment of M/s. S A V & Associates Chartered Accountant asStatutory Auditors of the Company for a consecutive period of 5 years from the conclusionof the 39th AGM held in the year 2020 until conclusion of the 44th AGM of the Company tobe held in the year 2025 for approval of the shareholders of the Company based on therecommendation of the Audit Committee. Accordingly the requisite resolution forms part ofthe Notice of the ensuing AGM.
17. 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.
18. 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 2020 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 is annexed to this Board's Report and marked asAnnexure III. The Secretarial Auditor has not reported any incident of fraud for the yearunder review. There is no qualification reservation or adverse remark made by theSecretarial Auditors in their Secretarial Audit Report for the Financial Year ended March31 2020.
19. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
20. 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 Reports are placed before the Audit Committee on quarterly basis and all findingsand observation and comments if any of the Audit Committee are placed before the board.There stood no adverse finding and reporting by the Internal Auditor in the Internal AuditReport for the year ended 31st March 2020.
21. VIGIL MECHANISM
Your 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 and 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 ishttps://www.ttienterprise.net/sites/default/files/half-yealy-compliance-certificate/VIGIL%20MECHANISM%20AND%20WHISTLE-BLOWER%20POLICY.pdf
22. 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.
23. RELATED PARTY TRANSACTION
All contracts/ arrangements/transactions with related parties entered by the Companyduring the Financial Year 2019-20 were at arm's length basis and in the ordinary course ofbusiness and are in compliance with the applicable provision of the Companies Act 2013and 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 isattached as Annexure IV.
24. DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL)ACT 2013
Your 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.
25. CORPORATE GOVERNANCE REPORT AND CERTIFICATES
In continuance of commitment to maintain the highest standards of Corporate Governanceand ensuring adherence to the Corporate Governance requirements as set out by SEBI and asrequired under Regulation 34(3) read with Schedule V of the Listing Regulations theCorporate Governance Report of your Company for the Financial Year ended March 31 2020forms part of this Annual Report. The Code of Conduct Compliance Certificate from theWhole time Director Whole-time Director and Chief Financial Officer Certification onFinancial Statements a Certificate from the Statutory Auditors of your Company confirmingcompliance with the requirements of Corporate Governance and a certificate from thePracticing Company Secretary on Non-Disqualification of Directors forms part of theCorporate Governance Section of this Annual Report.
26. 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.
27. 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.
28. 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 your Company as itdoes not fall within the criteria provided under Section 135 of the Companies Act 2013.
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).
29. 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.
30. 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 2020 and of the loss of the Company for that period and cash flow statement of theCompany 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.
31. RBI GUIDELINES
The Company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time.
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 continued assistancesupport and cooperation extended to your Company by its employees. The Directors speciallythank the shareholders for their continued faith in the Company.
The Directors regret the loss of life due to the COVID-19 pandemic and are deeplygrateful and have immense respect for every person who risked their life and safety tofight the pandemic.
| || ||For and on behalf of the Board of Directors |
| || ||For TTI ENTERPRISE LIMITED |
|Binjal Mehta ||Paraj Mehta ||Alok Kumar Goenka |
|Whole-time Director ||Director ||Director |
|DIN: 00043830 ||DIN: 00049230 ||DIN: 00681040 |
|Place: Kolkata || || |
|Date: 24.08.2020 || || |