DIRECTORS REPORT To, The Members, Your Directors have pleasure in presenting their 23rd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015. PERFORMANCE AND REVIEW During the year under review income from operations was Rs. 227.30 as compared to rs. 102.42 during the previous year. Further, the Profit before tax was Rs. 28.51 as compared to Rs. 24.65 during the previous year. NUMBER OF MEETINGS OF THE BOARD The Board of Directors met 10 (ten) times during 2014-15. The details of the meetings attended by each director is provided in the Corporate Governance Report attached to the directors report. FUTURE PLANS The Company is planning to invest money in various attractive investment schemes. The Company has earned profits with its investments in the last year and the company will continue to invest in profitable schemes. FIXED DEPOSIT During the period of under review, the Company has not accepted the deposits. DIVIDEND Due to Inadequate Profits, the Board do not propose to recommend any dividend. DIRECTORS Mr Suresh Chand Singla shall retire in this Annual general meeting and being eligible offers himself for re-appointment. The independent directors namely Mr. Rakesh Kumar Gupta and Mr. K C Gupta have furnished a statement of declaration to be given by independent directors under sub section (6)of Section 149 of Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of Companies Act,2013 with respect to Director’s Responsibility Statement, it is hereby confirmed: (1) That in preparation of annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures; (2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. (3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; (4) That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. (5) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. AUDIT COMMITTEE I. The Audit Committee held its meeting during the previous financial year on 29.05.2014, 22.07.2014, 29.10.2014, 29.01.2015. II. At the invitation of the Company, representatives from various divisions of the Company, Internal Auditors, Statutory Auditors and Company Secretary who is acting as secretary to the Audit Committee also attended the Audi Committee meeting to answer and clarify queries raised at the Committee meetings. III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under clause 49 of Listing Agreement as well as in Sec. 177 of the Companies Act, 2013. AUDITORS M/s Deepika Setia & Co., Chartered Accountants shall retire at the ensuing Annual General Meeting & Being eligible offer themselves for reappointment. They have also furnished a certificate of eligibility for re-appointment u/s 139 (1) of the Companies Act, 2013, The Board recommends their re-appointment. They have also furnished a certificate of eligibility for re-appointment u/s 139(1) of the Companies Act, 2013. The board recommends their re-appointment as auditors of your Company for the period from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration as may be decided by the Board. AUDITORS’ REMARK The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are self explanatory, the report of the Secretarial Auditors is also self explanatory and need no further comments from the Directors. FOREIGN EXCHANGE EARNINGS AND OUTGO During the period under review, there were no foreign exchange earnings or outgo. LISTING OF SHARES a) The Company securities have not been suspended from trading. b) The securities of the Company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited. The name and address of stock exchange where shares of Company will continue to be listed as under: Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements. Form no. AOC -2 pursuant to clause (h) of sub-section (3) of Section 134 of CompaniesAct, 2013 and Rules 8(2) of Companies (Accounts) Rules, 2014 Extract of Annual Return Extract of Annual Return in Form No. MGT-9 has been annexed to the Directors Report as Annexure 1 Form for disclosure of particulars of contracts, arrangements entered into by the company with related parties referred to in sub-section 1 of Section 188 of the Companies Act, 2013:- 1. Detail of Contracts or Arrangements or Transactions not at arm’s length basis:- Titan Securities Limited has not entered into any contract or arrangement or transaction with any related party which is not at arm’s length pursuant to Section 188 of Companies Act, 2013. 2. Details of Contracts or Arrangements entered into at arm’s length basis:- Titan Securities Limited has entered into contract or arrangement or transaction with related party as per details below : 1. Name of Lender/Related Party : Titan Securities Limited 2. Name of Borrower : Titan Biotech Limited 3. Nature of Contract : Loan 4. Rate of Interest : 12% P.A. 5. Amount : Rs. 5 Crore in tranches or parts as per requirement 6. Tenure of Loan : 7 Years 7. Prepayment Charges : Nil 8. Purpose : To finance modernization project of plant of Titan Biotech Limited, Bhiwadi Risk Management Mrs. Manju Singla, the Managing Director of the Company prepares and discuss Risk Management Policy for the company including identification therein of elements of risk with the Board of Directors of the Company which in the opinion of the Board of Directors may threaten the existence of the company. Corporate Social Responsibility The provisions related to Corporate Social Responsibility are not applicable to the Company. Board Evaluation The Board of Directors have carried out evaluation of its own performance, that of its committees and individual directors pursuant to the provisions of the Act and corporate governance requirements under clause 49 of the Listing Agreement. The Evaluation was done taking in view the inputs given by each director, preparedness on issues to be discussed, meaningful and constructive contribution. In a separate meeting of the independent directors, performance of non independent directors was evaluated. The Evaluation of director’s performance was discussed at the Board Meeting. Policy on Directors Appointment, Remuneration and other details Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed in Corporate Governance Report. Internal Financial Control System and their Adequacy The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report. Information of Subsidiary/Associate Companies Pursuant to Section 129(3) of Companies Act, 2013, a statement containing salient features of financial statements of subsidiary company/associate Company inFormAOC1isattached to this report as Annexure-2 Conservation of Energy and Technology Absorption The provisions of Conservation of Energy and Technology Absorption are not applicable to Company. . Statement of Disclosure U/S 197 of Companies Act & Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personal) Rules,2014 Attached as Annexure-III Secretarial Audit Report Secretarial Audit Report is annexed as Annexure-IV MANAGEMENT DISCUSSION AND ANALYSIS REPORT Industry Structure & Development India has a diversified financial sector with banks, non banking financial companies, mutual funds, pension funds, cooperatives, insurance companies etc. During 2014-15, foreign players increased their investments in equities market by 39.67 percent by pumping 111333 crores during 2014-15 as per the website article of the Economic Times in April 2015. Opportunity and Threats The Capital market witnessed ups and downs during 2014-15 but overall the market was quite stable and growing. There were various opportunities and threats during the ups and downs. The management took steps to cash in on various opportunities and at times also observed threats to the erosion of investments. Segment wise or product wise performance The Company has three reportable segments viz. sale and purchase of shares (Trading and Investment), Financing Busine ss (Granting of Unsecured Loans), etc. Outlook The Share market looks very solid in long term. Reports of various agencies and leading economists reflect that there is an early sign of revival of economic growth with strong positive sentiments. Growth in GDP numbers and other economic parameters being positive overall economic scenario looks favorable for coming years. Risk and Concern Risk is an inherent part of any business but risk can be managed. We have a clearly formulated risk management system in place to identify both external and internal risk and to take appropriate corrective action on time. Internal Control System and their Adequacy The Company has an adequate system of internal control implemented by the management towards achieving efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. The Companies internal controls are founded on sound internal audit practices. The experienced professionals take care of the internal control sytems. Financial performance vis-à-vis operational performance The Company earned a profit of Rs. 23.46 Lacs during 2014-15 as compared to Rs. 20.43 Lacs during 2013-14. The operational income was Rs. 227.30 Lacs as compared to Rs.102.42 Lacs during the previous year. Material Development in Human Resources The Management and Employees enjoy a cordial relationship and objective of both of them are in line to meet with the overall objectives of the company. Acknowledgement Your Director would like to express their grateful appreciation for the assistance and continued co-operation extended by the Bankers, Government Agencies, Shareholders, customers, and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the smooth operation of the Company during the year under report. For Titan Securities Limited For Titan Securities Limited Manju Singla Naresh Kumar Singla Managing Director Director DIN 00027448 Date :27.08.2015 Place:Delhi DIN 00027790 |