You are here » Home » Companies » Company Overview » TTL Enterprises Ltd

TTL Enterprises Ltd.

BSE: 514236 Sector: Industrials
NSE: N.A. ISIN Code: INE664X01025
BSE 05:30 | 01 Jan TTL Enterprises Ltd
NSE 05:30 | 01 Jan TTL Enterprises Ltd

TTL Enterprises Ltd. (TTLENTERPRISES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results
Particulars Year ended 31/03/2020 Year ended 31/03/2019
Total Revenue 00 00
Expenditure 793634 1033526
Profit before Depreciation 00 00
Depreciation 00 00
Profit/(Loss) before Tax (793634) (1033526)
Provision for Taxation 00 00
Income Tax 00 00
Deferred Tax 00 00
Profit/(Loss) after Tax (793634) (1033526)

2. PERFORMANCE:

Due to recession and acute competition in the Industry Performance of your Company forthe year under review was affected. The Board of Directors of the Company is continuouslymaking efforts for the growth of the Company.

3. DIVIDEND:

Due to loss during the year the Company is not able to declare Dividend

4. SHARE CAPITAL:

At present the Company has only one class of shares - equity shares with face value of10/- each. The authorized share capital of the company is Rs 35000000/- divided into3500000 equity shares of 10/- each. The paid up share capital of the company is'696000/- divided into 69600 equity shares of 10/- each. The paid up share capital wasreduced from Rs. 34789000 to Rs. 696000/- in the ratio of 1:50 pursuant to the Schemeof Arrangement sanctioned vide the Order of the Hon'ble NCLT Ahmadabad Bench on22.10.2018

5. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

6. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review several energy conservation initiatives were adoptedand were taken by the Company and its subsidiaries. There are no plans to import any kindof technology for the project and hence information regarding its absorption is notapplicable. There was no research activities carried out during the year as well as noforeign exchange income or outgo during the year.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report which canaffect the financial position of the Company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary/Associate Company. Hence details relating toSubsidiary/Associate Company are not provided for.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

11. MEETING OF BOARD OF DIRECTORS:

During the year under the review 7 (Seven) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethere under. Details of Board and Board committee meetings held during the year are givenas under:

Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.

The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.

• Composition of the Board of Directors

The Company's policy is to maintain optimum combination of Executive and Non-ExecutiveDirectors Pursuant Regulation 17 of SEBI (LODR) Regulations 2015. The composition of theBoard and category of Directors are as follows:

Promoter( Non Executive) Directors Mr. Keyoor Bakshi
Ms. Kamini Bakshi
Independent (Non-Executive) Directors Mr. Pradip Vyas
Mr. Bhavin Mehta

• Number of Board Meetings and Attendance of Directors:

During the financial year 2019-20 7 (Seven) Board Meetings were held on 08/04/201924/04/2019 21/05/2019 10/08/2019 03/09/2019 11/11/2019 23/01/2020.

Board meeting dates are finalized in consultation with all the directors and agendapapers with detailed notes and other background information which are essential for theBoard to effectively and reasonably perform their duties and functions are circulatedwell in advance before the meeting thereby enabling the Board to take informed decisions.

The composition of Directors and the attendance at the Board Meeting during the year2019-2020 and last Annual General Meeting are as under:

Name of Director Category

No. of other Directorships

Membership of Board Committees

No. of Board Meetings

Attendance at last AGM

Chairman Member
Keyoor Bakshi D 9 1 2 7 Yes
Kamini Bakshi A.D 4 Nil 1 7 Yes
Pradip Vyas I.D 2 1 1 5 Yes
Bhavin Mehta I.D 2 1 2 5 Yes

*D= Director I.D= Independent Director A.D = Additional Director

12. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.Available on www.ttlent.com

13. INSURANCE:

The Company does not have any properties to be insured.

14. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Companywhich may have a potential conflict with the interest of the Company at large and thusdisclosure in Form AOC-2 is not required. The Board has formulated Policy on Related PartyTransactions. Related Party Transaction Policy available on www.ttlent.com

15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has proper mix of the Non-executive Directorsand Independent Directors who have adequate experience in different disciplines ofcorporate functioning.

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mrs. Kamini Bakshi (DIN: 01852243) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers herself for re-appointment.

As per section 149(4) of the Companies Act 2013 (Act) which came into effect from 1stApril 2014 every listed public company is required to have at least one-third of thetotal number of directors as Independent Director. In accordance with the provisions ofsection 149 of the Act these Directors are being appointed as Independent Directors tohold office as per their tenure of appointment mentioned in the Notice of the forthcomingAnnual General Meeting (AGM) of the Company.

Both Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

16. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 and Companies Act 2013 theBoard had carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.

18. MANAGERIAL REMUNERATION

The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives Directors for attending any meetings during the financial year ended 31stMarch 2020.

19. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met during the year under the review on16/03/2020.

20. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees and also formed a Nomination and Remuneration Committee.

There are currently Three Committees of the Board as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

As per the requirement of the Companies Act 2013 read with Rules and Regulations ofSEBI (LODR) Regulations 2015 various Board committees have been formed for bettergovernance and accountability viz. Audit Committee Nomination and Remuneration CommitteeStakeholders' Relationship Committee.

The terms of reference of each committee are determined by the Board as per therequirement of law and their relevance is reviewed from time to time.

A. AUDIT COMMITTEE:

As a measure of good Corporate Governance and to provide assistance to the Board ofDirectors in fulfilling the Board's responsibilities an Audit Committee had beenconstituted by the Board. The terms of reference of this committee covers mattersspecified under Regulation read with Regulation 18 of SEBI (LODR) Regulations 2015 andSection 177 of the Companies Act 2013 and other matters referred by the Board from timeto time. Committee lays emphasis on adequate disclosures and compliance with all relevantstatues.

Main areas are deliberated as under.

a. To provide an open avenue of communication between the independent auditorsinternal auditors and the Board of Directors (BOD).

b. To oversee the work of the independent auditors for the purpose of preparing orissuing an audit report or related work.

c. Relying on the review and discussions with the management and the independentauditor the Audit Committee believes that the Company's financial statements are fairlypresented in conformity with Generally Accepted Accounting Principles in all materialaspects.

d. To consider and review the adequacy of internal control including computerizedinformation system controls an periodically to the Board of Directors on significantactivities.

The Constitution of the committee and the attendance of each member of the committee isgiven below:

The Committee comprises of Three Directors. All members of the Audit Committee arefinancially literate. In the financial year 2019-2020 four meetings were held on21/05/2019 10/08/2019 11/11/2019 and 23/01/2020. Composition of committee as on 31stMarch 2020 and member's attendance at the meetings during the year are as under:

Name Designation Category
Mr. Bhavin Mehta Chairman Independent Director
Mr. Prdip Vyas Member Independent Director
Mr. Keyoor Bakshi Member Non Executive Director

Attendance of each member of the committee:

Committee Members Meetings held Meetings attended
Mr.Bhavin Mehta 4 4
Mr. Prdip Vyas 4 4
Mr. Keyoor Bakshi 4 4

B. NOMINATION AND REMUNERATION COMMITTEE:

Terms of reference of the committee comprise various matters provided under Regulation19 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 and section 178 of the Companies Act 2013 and othermatters referred by the Board from time to time. The Committee comprises of ThreeDirectors.

The Constitution of the committee and the attendance of each member of the committee isgiven below:

Name Designation Category
Mr.Bhavin Mehta Chairman Independent Director
Mr. Prdip Vyas Member Independent Director
Mr. Keyoor Bakshi Member Non Executive Director

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Stakeholders' Relationship Committee performs various functions provided underRegulation 20 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 and section 178 of the Companies Act 2013. TheCommittee comprises of Three Directors out of which Two is independent. It is headed byMr.Pradip Vyas a Director.

Name Designation Category
Mr. Pradip Vyas Chairman Independent Director
Mr. Bhavin Mehta Member Independent Director
Mrs. Kamini Bakshi Member Non Executive Director

The Stakeholders' Relationship Committee has been constituted to administer thefollowing activities:

a. Transfer of shares

b. Transmission of shares

c. Issue of Duplicate Share Certificates

d. Change of Status

e. Change of Name

f. Transposition of Shares

g. Sub-Division of Share Certificates

h. Consolidation of folios

i. Shareholders' requests for Dematerialization of shares

j. Shareholders' requests for Rematerialization of shares

The Committee meets from time to time and approves the transfer and transmission ofshares deletion of names issue of duplicate share certificates etc. The Committeefacilitates prompt and effective redressal of investors' complaints and the reporting ofthe same to the Board of Directors.

• No. of shareholders' complaints received - 01.

• No. of complaints not solved to the satisfaction of shareholders -- NIL.

• No. of pending share transfers -- NIL.

• As at 31st March 2020 no equity Shares were pending for transfer.

21. AUDITORS:

A. Statutory Auditors

M/s. V . D Shukla & Co. Chartered Accountants (Firm Registration No.110240W) werere-appointed as Statutory Auditors of your Company at the Annual General Meeting held on30th September 2016 for a term of five consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. ViralRanpura Practicing Company Secretaries Ahmedabad to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification reservation or adverse remark in the report.

22. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficiency & adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit

Committee. Based on the internal audit report and review by the Audit committeeprocess owners undertake necessary actions in their respective areas. The internalauditors have expressed that the internal control system in the Company is robust andeffective. The Board has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and that such systems are adequate and operatingeffectively.

23. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified for the Company by the management are Currency fluctuation Compliancesof various applicable Laws Regulatory changes Manufacturing & Supply LitigationTechnological Changes and new capital investments return. The management is however ofthe view that none of the above risks may threaten the existence of the Company as robustRisk mitigation mechanism is put in place to ensure that there is nil or minimum impact onthe Company in case any of these risks materialize.

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 the Company hasconstituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism forthe directors and employees to report genuine concerns in such manner as may be prescribedand to report to the management instances of unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct.

25. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013 and to the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors state that-

i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii. The directors had 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 profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethere under for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

27. CORPORATE GOVERNANCE:

The compliance with the corporate governance provisions as specified in regulations 1718 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and Para C D and E of Schedule V shall not apply in respect of the listedentity having paid up equity share capital not exceeding rupees ten corer and net worthnot exceeding rupees twenty five corer as on the last day of the previous financial year.At present the Company is not required to comply with Corporate Governance regulations asnone of the above referred limits have been triggered.

28. CORPORATE GOVERNANCE CERTIFICATE:

The Non-Applicability of Corporate Governance Certificate from the Director asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isherewith attached in Annexure-V.

29. VOLUNTARY DELISTING UNDER AHMEDABAD STOCK EXCHANGE:

Company was Voluntary Delisted under Ahmedabad Stock Exchange (ASE) w.e.f 30thJune 2016.

30. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information to the Shareholder:

I. ADDITIONAL INFORMATION TO SHAREHOLDERS

A. Annual General Meeting:

Date:28th September 2020

Time:12:15 P.M.

B. Calendar of Financial Year ended 31st March 2020

The meetings of Board of Directors for approval of quarterly financial results duringthe Financial Year ended 31st March 2020 were held on the following dates:

First Quarter Results: 10th August 2019

Second Quarter and Half yearly Results: 11th November 2019

Third Quarter Results: 23 rd January 2020

Fourth Quarter and Annual Results: 15th June 2020

C. Tentative Calendar for financial year ending 31st March 2020

Unaudited Results for the quarter ended 30/06/2019 Second Week of August 2019
Unaudited Results for the quarter ended 30/09/2019 Second Week of November 2019
Unaudited Results for the last quarter ended 31/12/ 2019 Second Week of Fe bruary 2020
Audited Results for the quarter ended 31/03/2020 Fourth Week of May 2020
Annual General Meeting for the year ending 31st March 2020 September 28 2020

D. Date of Book Closure

23th September 2020 to 28th September 2020 (both daysinclusive) for Annual General Meeting.

E. Regd. Office

304/3rd Floor Shoppers Plaza -5 Opp. Municipal Market C.G. RoadNavrangpura Ahmedabad - 380009

F. Equity shares of the Company are listed on BSE Limited Stock Exchange.

Scrip Code:-514236 (BSE) Scrip ID: TTLEL ISIN : INE664X01025

G. Stock Market Data (in Rs / Per Share)

Month

The Bombay Stock Exchange Ltd.

Month's High Month's Low
April 2019 0.00 0.00
May 2019 0.00 0.00
June 2019 0.00 0.00
July 2019 0.00 0.00
August 2019 0.00 0.00
September 2019 0.00 0.00
October 2019 0.00 0.00
November 2019 0.00 0.00
December 2019 0.00 0.00
January 2020 0.00 0.00
February 2020 0.00 0.00
March 2020 0.00 0.00

H. Share Transfer System

Applications for transfer of shares held in physical form are received at theregistered office of the Company. All valid transfers are processed within 15 days fromthe date of receipt.

I. Shareholding pattern as on 31-03-2020 is as given below :

Category No. of Shares % of holding
1 Promoters 19600 28.16
2 Persons acting in Concert -- --
3 Mutual Funds UTI Banks Financial Institutions Insurance Companies Central /State Govt. Government institutions -- --
4 Fils -- --
5 NRIs 4441 6.38
6 Bodies Corporate 61 0.09
7 HUF 607 0.87
8 Others 44891 64.50
Grand Total 69600 100.00

J. Distribution of Shareholding as on 31st March 2020 is as under:

Slab of Share Holdings No. of Shareholders % of Shareholders Amount (in Rs.) % of Capital
1-500 13883 99.97 420000 60.34
501-1000 2 0.01 16000 2.30
1001-2000 - - - -
2001-3000 1 0.01 30000 4.31
3001-4000 1 0.01 34000 4.89
4001-5000 - - - -
5001-10000 - - - -
10001 and above 1 0.0 196000 28.16
TOTAL 13887 100.00 696000 100.00

K. Dematerialization of Shares and liquidity

The shares of the company are permitted for demat on NSDL and CDSL

Issued Subscribed and Paid up Capital as on March 31 2020: 69600
A. Electronic Holding in NSDL : 19730
B. Electronic Holding in CDSL : 42
C.Physical Holding : 49828

L. Outstanding GDRs / ADRs / Warrants or Conversion instruments Conversion date andlike impact on equity- Not applicable

M. Investors' correspondence:

For transfer / dematerialization of shares Change of Address Change in Status ofinvestors payment of dividend on shares and other query relating to the shares of theCompany:

Accurate Securities & Registry Pvt Ltd 203 Shangrila Complex above SamsungShowrrom Shyamal Cross Roads Satellite Ahmedabad - 380015

N. Share Transfer System

Shares in physical form sent for registering transfer or Transmission to the Companyare registered and returned within a period of 15 days from the date of receipt if thedocuments are in order in all respects. The Share Transfer Committee of the Company meetsas often as required.

O. Company Secretary & Compliance Officer of the Company:

Mr. Malay Desai

Address: 304 3rd Floor Shoppers Plaza-5 Opp. Municipal Market C.G.RoadNavrangpura Ahmedabad -380009

(E)malaydesai21@yahoo.in

(O)+919408271797

31. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.

Place: Ahmedabad

For and on behalf of the Board

Date: 02nd September 2020 Keyoor Bakshi Kamini Bakshi
Director Director
DIN:00133588 DIN:01852243

.