| The Members,
The Directors have pleasure in presenting the 34th Annual Report
together with the Standalone and Consolidated Audited Financial
Statements for the year ended 31st March 2015.
I.Performance of the Company
Your Company's performance during the year as compared with the
previous year is summarized below:
Particulars 2014-2015
(Rs in Lakhs)
STANDALONE CONSOLIDATED
Gross Income 180.31 182.57
Profit Before Int. and Depn. 10.29 9.07
Gross Profit 10.29 9.07
Net Profit Before Tax 1.33 0.10
Provision for Tax 2.76 2.77
Net Profit After Tax (1.43) (2.67)
Balance of Profit brought forward 35.69 32.54
Balance available for appropriation 34.26 29.88
Transfer to Statutory Reserve - (1.57)
Surplus carried to Balance Sheet 34.26 31.45
Particulars 2013-2014
(Rs in Lakhs)
STANDALONE CONSOLIDATED
Gross Income 223.42 225.28
Profit Before Int. and Depn. 3.94 0.01
Gross Profit 3.94 0.01
Net Profit Before Tax 3.94 0.01
Provision for Tax 0.91 0.92
Net Profit After Tax 3.03 (0.91)
Balance of Profit brought forward 33.27 33.27
Balance available for appropriation 36.30 32.36
Transfer to Statutory Reserve 0.60 (0.18)
Surplus carried to Balance Sheet 35.70 32.54
2.Operations Review
i. Standalone Results
The Company earned a Net Revenue of Rs.180.31 Lakhs as compared to Rs.
223.42 Lakhs during previous year. The Company incurred a Net Loss of
Rs. (1.43) Lakhs as compared to profit of Rs. 3 Lakhs during previous
year.
ii. Consolidated Results
The Group Company earned a Net Revenue of Rs.182.57 Lakhs as compared
to Rs. 225.28 Lakhs during the previous year. The Group Company
incurred a Net loss of Rs. (2.67) Lakhs as compared to a loss of Rs.
(0.91) Lakhs during the previous year.
The Company is a Non Banking Financial Company (Non Deposit Taking)
engaged in the business of providing loans, making investments in
shares, mutual funds and other financial products. During the year the
company made efforts to consolidate the business operations, strengthen
the organization for the continued development of the business and
develop a business strategy to enable sustainable growth in the future.
3. Dividend
Your Director does not recommend any dividend in view of the losses
made by the Company.
4. Reserves
The Total Reserves at the end of the year, that is, 31st March 2015 is
at Rs. 59.21 Lakhs as against the Total Reserves of Rs. 60.65 Lakhs as
on 31st March 2014.
5. Share Capital
During the year there was no change in the issued, subscribed and
paid-up capital of Your Company. The equity shares of your Company are
listed on the following Stock Exchanges in India.viz BSE Ltd and The
Calcutta Stock Exchange Association Limited.
6. Details of Subsidiary Companies
The following Companies were the subsidiaries of your Company as on
31st March 2015;
a) Pratibhanu Mercantile Limited
b) Udyati Traders Limited
c) Locavi Enterprises Limited
d) Simmander Merchants Limited
The following Companies ceased to remain subsidiaries of your Company
as they were divested during the year:
a) Sindhuchita Enterprises Limited
b) Pushpadant Enterprises Limited
c) Keshwi Traders Limited
d) Gokuleshwar Enterprises Limited
The Consolidated Financial Statements presented by the company in this
Annual Report include the financial information of its subsidiaries.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
a statement containing salient features of the subsidiaries in the Form
AOC-I is given in Annexure I to this report.
Further, the Annual Accounts and related documents of the subsidiary
companies shall be kept open for inspection at the Registered Office of
the Company. The Company will also make available copy thereof upon
specific request by any Member of the Company interested in obtaining
the same.
7. Directors and Key Managerial Personnel Directors
Mr. Jitendra Kumar Mehta, Director retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself
for reappointment.
Mr. Subrata Saha (Independent Director), Mr. Alok Kumar Goenka
(Independent Director) and Ms. Binjal Mehta (Whole Time Director ) were
appointed for a term of five years in the last Annual General Meeting
of the Company held on 30.09.2014 and Mr. Ajay Agarwal, Independent
Director, resigned during the year with effect from 20.08.2014. The
Board placed on record its appreciation for the outstanding
contribution made by Mr. Ajay Agarwal during his respective tenure of
office.
The Company has received declarations from all the Independent
Directors of the company confirming that they meet the criteria of
Independence as prescribed both under the Companies Act, 2013 and
Clause 49 of the Listing Agreement with the Stock Exchanges.
Key Managerial Personnel
Mr. S K Singh was appointed as Chief Financial Officer of the Company
with effect from 10.12.2014.
Mrs. Binjal Mehta resigned as Company Secretary with effect from
30.07.2014.
Ms. Sunita Singh was appointed and resigned as Company Secretary with
effect from 14.08.2014 and 30.12.2014 respectively.
Ms. Sradha Gupta has been appointed as Company Secretary with effect
from 30.03.2015.
8. Board Evaluation
The Board carried out an annual performance evaluation of its own
performance, the individual directors as well as the working of the
Committees of the Board. The performance evaluation of Independent
Directors was carried out by the entire Board. The performance of the
Non- Independent Directors was carried out by Independent Directors.
Details of the same are given in the Report on Corporate Governance
annexed to this Report.
9. Board Meeting
During the year twelve Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Board Meetings was
within the period prescribed under the Companies Act, 2013.
10. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
11. Managerial Remuneration
a) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure II.
b) None of the employees draws remuneration which is in excess of the
limits as prescribed under the said rules of the Act.
12. Auditors
The members had appointed M/s. R. Buthra & Co, Chartered Accountant, as
the Auditors of the Company in the 33rd Annual General Meeting.
However, the Auditors have expressed their unwillingness to continue
beyond the conclusion of the ensuing Annual General Meeting. The
Directors recommend the appointment of M/s. Jhawar Vithal & Co for a
term of five years. Accordingly, requisite resolution forms part of
the notice convening the Annual General Meeting.
13. Auditors' Report
The Auditors' Report does not contain any Qualification, Adverse
Remarks or Disclaimer. Notes to Accounts and Auditors remarks in their
report are self-explanatory and do not call for any further comments.
14. Secretarial Audit Report
M/s. A. M Bubna & Associates, Practicing Company Secretary has been
appointed Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure III to this report. The
report is self-explanatory and does not call for any further comments.
15. Internal Audit & Financial Controls
The Company has adequate internal control system to safeguard its
assets. All transactions are properly authorized, recorded and reported
to the Management. Internal Audit is carried out in a programmed way
and follow up action, if required, were promptly undertaken. The
Company has also in place adequate financial controls with reference to
financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were
observed.
16. Vigil Mechanism
The Company has a Vigil Mechanism named as Vigil Mechanism/Whistle
Blower Policy to deal with instances of fraud and mismanagement, if
any. Details of the same are given in the Corporate Governance Report.
17. Risk Management Policy
Your Company has adopted a Risk Management Policy in accordance with
the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. It establishes various level of accountability and overview
within the Company, while vesting identified managers with
responsibility for each significant risk.
18. Related Party Transaction
All related party transactions that were entered into during the
financial year with Related Parties were on arms length basis and were
in the ordinary course of business. The Company presents a statement of
all related party transactions before the Audit Committee. Prior
omnibus approval of the Audit Committee is obtained for the
transactions which were foreseen and of repetitive nature. The
transactions entered into pursuant to the omnibus so granted along with
the statement giving details of all related party transactions is
placed before the Audit
Committee. During the year, the company has not entered into any'
contract/arrangement/transaction with related parties which could be
considered material in accordance with the policy of the company on
materiality of related party transactions.
Details of such transactions are given in the accompanying financial
statements. Disclosures of the Related Party Transactions in Form AOC-2
as required under section 134(3) of the Companies Act, 2013 read with
Rule 8 of Companies (Accounts) Rules 2014 is attached as Annexure IV
with the report as per the format prescribed.
19. Disclosure under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013
Your Company has in place a policy of Prevention, Prohibition and
Redressal of Sexual Harassment and Non discrimination at Workplace in
line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, temporary, contractual and trainees) are
covered under this policy. During the year ended 31st March, 2015 Your
Company has received no complaints pertaining to Sexual
Harassment/Discrimination at workplace.
20. 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 in MGT 9 as a part of this Annual Report is attached
as Annexure V.
21. Corporate Governance Certificate
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the corporate governance requirements as set
out by SEBI. The report on Corporate Governance as stipulated under the
listing agreement forms an integral part of this report. The requisite
certificate from the auditors of the company confirming compliance
forms a part of the Annual Report.
22. Management Discussion and Analysis
The Management Discussion and Analysis of the Company for the year
under review as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchange is given as a separate section forming part of
the Annual Report.
23. Others Disclosures/Report
Your Directors state that no disclosure or reporting is required in
report of the following 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 with differential voting rights.
c) The Whole Time Director of the Company does not receive any
remuneration or commission from any of its subsidiaries.
d) Risk Management Committee is not applicable to the Company as it
does not fall within the criteria.
e) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operation in future.
f) Particulars of Loans, Guarantee or Investments under section 186 is
not required as the Company is exempted from the same as per section
186(11), as our Company is registered with RBI as NBFC.
g) Conservation of energy, technology absorption and foreign exchange
earnings and out go is Nil.
h) Corporate Social Responsibility Committee is not applicable to the
Company as it does not fall within the criteria.
i) There is no material changes or commitments affecting the financial
position of the company to which the financial statement relate and the
date of the report.
j) The Company has not declared dividends till date so there is no fund
lying unpaid or unclaimed for a period of seven years. Therefore there
were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
As per the provisions of Companies Act, 2013 read with Clause 32 of the
Listing Agreement, the Annual Report is being sent to all the members
of the Company and others entitled thereto. Any member interested in
obtaining such particulars may write to the Company at the registered
office of the Company.
24. Human Resources
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invests in attraction,
retention and development of talent on an ongoing basis. A number of
programs that provide focused people attention are currently underway.
Your Company's thrust is on the promotion of talent internally through
job rotation and job enlargement.
25. Directors' Responsibility Statement
Your Directors state that:-
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures from the same;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2015 and of the profit and loss of the
company for year ended on that date;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2103 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
(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 the company and that such internal financial controls are
adequate and are operating effectively.
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
26. Acknowledgement
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and behalf of the Board of Directors
For TTI ENTERPRISE LIMITED
Jitendra Kumar Mehta Binjal Mehta Subrata Saha
Director Whole Time Director Director
Din: 00049249 Din: 00043830 Din: 00959921
Address: 43, Sarat Bose Address: 43, Sarat Bose Address: P-47/1
Road, 503 Padmaneer Road, 503 Padmaneer C.I.T Road, VII-MS,
Kolkata- 700020 Kolkata- 700020 (Block-1),
Kolkata- 700020 |