Dear Members,
The Board of Directors are pleased to present the 15th Annual Report of
the Company along with the Audited Financial statements and Auditors' Report for the
financial year 2022-23.
1. FINANCIAL PERFORMANCE :-
The financial performance of the Company is summarized below:
(Rs. In Lakhs)
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from Operations |
23,244.58 |
25,225.41 |
Other Income |
16.07 |
113.17 |
Total Income |
23,260.65 |
25,338.58 |
Total Expenses |
23,080.87 |
25,132.24 |
Profit / (Loss) Before Tax
& Exceptional / Extraordinary Items |
179.78 |
206.34 |
Less:
Exceptional items Extraordinary items |
(27.02)
0.99 |
8.04
0.41 |
Profit / (Loss) Before Tax |
205.81 |
197.89 |
Less: Tax Expense : |
|
|
- Current Tax |
51.33 |
56.10 |
- Deferred Tax |
(5.76) |
(2.31) |
Net Profit/(Loss) After Tax |
160.24 |
144.09 |
2. REVIEW OF OPERATIONS:-
The Total Income of your Company for the current year has been
decreased to Rs. 23,260.65/- Lakhs as against the Total Income of Rs. 25,338.58/- Lakhs of
the previous year. However, the Company has earned a Net Profit of Rs. 160.24/-Lakhs for
the current year as compared to the Net Profit of Rs. 144.09/- of the previous year.
3. TRANSFER TO RESERVES:-
The Board of Directors has decided to retain the entire amount of
Profit for the financial year 2022-23 in the statement of Profit and Loss.
4. DIVIDEND:-
During the year under review, your Directors have not recommended any
Dividend on Equity Shares of the Company.
5. DEPOSITS:-
During the year under review, your Company has neither invited nor
accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposit) Rules, 2014.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
The Board comprises of the following Directors at the beginning of
financial year:
Mrs. Ilaben Kapadia |
- Chairperson & Director |
Mrs. Shhalu Kapadia |
- Non-Executive Director |
Mrs. Nidhi Joshi |
- Independent Director |
Mr. Kantilal Patel |
- Independent Director |
There was no change in the Board during the year. As per the provisions
of the Companies act, 2013, Mrs. Ilaben Kapadia, Chairperson and Director of the Company
retires by rotation at the ensuing Annual General Meeting and being eligible, seeks
re-appointment. Relevant resolution (Ordinary) seeking Shareholders approval forms part of
the Notice.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on 31st March, 2023 are:
Mr. Tejuskumar Kapadia |
- Chief Executive Officer |
Mr. Rakesh Kapadia |
- Chief Financial Officer |
Mrs. Ankita Raj
Bhikadia |
- Company Secretary and
Compliance Officer |
No changes were occurred in the structure of KMP during the year:
7. DECLARATION FROM INDEPENDENT DIRECTORS:-
The Company has received the following declarations from all the
Independent Directors confirming that:
They meet the criteria of independence as prescribed under the
provisions of the Companies Act, read with the Schedule and Rules issued thereunder, and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has
been no change in the circumstances affecting their status as Independent Directors of the
Company; and
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
8. SHARE CAPITAL:-
During the year under review, the Authorized Share Capital of the
Company remains unchanged to Rs. 9,00,00,000/- divided into 90,00,000 equity shares of Rs.
10/- each.
The Paid Up Share Capital of the Company was Rs. 6,72,85,070/- divided
into 67,28,507 equity shares of Rs. 10/- each.
There was no change in the Share capital structure of the Company.
9. RELATED PARTY TRANSACTIONS:-
During the year under review, all the transactions with related parties
were reviewed and approved by the Audit Committee of the Company.
Accordingly, details of the same that are required to be reported in
form AOC-2 in terms of Section 134 of the Companies Act, 2013 is attached herewith as Annexure-1.
The same has been provided in the notes to the Financial Statements.
10. MEETINGS OF BOARD OF DIRECTORS &COMMITTEE:-
During the year under review, 4 (Four) meetings of the Board of
Directors were held. The intervening gap between the Meetings did not exceed the period as
prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of which are provided in Annexure-2.
The details pertaining to the constitution and composition of
Committees of the Board and their meetings held during the year are provided in Annexure-2.
11. MEETINGS OF MEMBERS:-
During the year under review, 14th Annual General Meeting of the
Company was held on 30th September, 2022. No Extra-Ordinary General Meeting was held
during the year.
12. DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to the provisions of Section 134 of the Companies Act, 2013,
the Board of Directors to the best of their knowledge and ability, confirm that-
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed and no material
departures have been made for the same;
(ii) appropriate accounting policies have been selected and applied
them consistently and judgments and estimates have been made that are 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 31st March, 2023 and of the profit of the Company for that
period;
(iii) proper and sufficient care have been taken for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the annual accounts have been prepared on a "going
concern" basis;
(v) the internal financial controls laid down are properly followed and
are adequate and operating effectively;
(vi) the proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems were adequate and operating
effectively.
13. EXTRACT OF ANNUAL RETURN:-
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the Company's website www.titaaniumten.
co.in.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-
Details of Loans, Guarantees and Investments made by the Company
pursuant to the provisions of Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 during the year under review are
provided in the notes to the Financial Statements.
15. AUDITORS:-
(A) STATUTORY AUDITORS:-
M/s. Karma & Co LLP, Chartered Accountants (having Firm
Registration No.127544W) are Statutory Auditors of the Company, who were appointed in 13th
Annual General Meeting held on 28.09.2021 holds office until the conclusion of the 18th
Annual General Meeting.
(B) INTERNAL AUDITORS:-
The Board of the Company has appointed M/s. Dharan Shah &
Associates, Chartered Accountants, Surat as Internal Auditors of the Company.
(C) COST AUDITORS:-
Provisions related to Cost Auditor are not applicable to the Company.
16. BOARD EVALUATION:-
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and Individual Directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015 ("SEBI listing Regulations").
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes, Information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of the criteria such as the
contribution of the Individual Director to the Board and Committee Meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of Executive Directors and
Non-Executive Directors. The same was discussed in the Board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
Committees and Individual Directors was also discussed. Performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
17. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-
The Company has adequate system of internal controls commensuration
with the size of its operation and business, to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition, and to ensure that all the
business transactions are authorized, recorded and reported correctly and adequately.
The Company has appointed Internal Auditors and the scope and authority
of the Internal Audit function is defined. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
Based on the report of internal audit and process the Company undertakes corrective action
in their respective areas and thereby strengthens the controls. Significant audit
observations and corrective actions thereon, if any, are presented to the Audit Committee
of the Board.
The Company works in a dynamic business environment and adopts the
appropriate internal financial controls, to establish reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance with the
generally accepted accounting principles. It includes inducting and maintaining such
business policies and procedures as may be required to successfully conduct the business
of the Company and maintain such records as to correctly record the business transaction,
assets and liabilities of the Company in such a way that they help in prevention &
detection of frauds & errors and timely completion of the financial statements.
18. CORPORATE GOVERNANCE:-
The Company being listed on the SME Platform of BSE Limited. Therefore,
the Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance
shall not applicable to the Company.
19. POLICY: -
? VIGIL MECHANISM (WHISTLE BLOWER POLICY): -
The Company has adopted Vigil Mechanism/Whistle Blower Policy in
accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Under this policy, your Company encourages its employees to report any
reporting of fraudulent financial or other information to the stakeholders, and any
conduct that results in violation of the Company's code of business conduct, to the
management (on an anonymous basis, if employees so desire). Further, your Company has
prohibited discrimination, retaliation or harassment of any kind against any employees
who, based on the employee's reasonable belief that such conduct or practice have
occurred or are occurring, reports that information or participates in the investigation.
The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's
website www.titaaniumten.co. in.
? REMUNERATION POLICY: -
Pursuant to provision of Section 178(3) of the Companies Act, 2013, the
Board has framed a Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel including criteria for determining qualifications, positive
attributes and independence of Directors. The Remuneration Policy has been uploaded on the
Company's website www.titaaniumten. co.in.
20. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-
As on 31st March, 2023, your Company does not have any Joint Ventures,
Subsidiaries and Associates Company.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO:-
The particulars required to be included in terms of Section 134(3)(m)
of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption,
Foreign Exchange earnings and outgo are given below:
a. Conservation of Energy:
The Company is engaged in production. However, the Company is using
electricity, generators and invertors in office and Regular steps have been taken to
improve energy consumption by using LED lights in office premises. Further, during the
year, your Company has made additions to the Plant and Machinery, details of which are
provided in the notes attached to the Financial Statements. Your Company is using
Electricity as source of energy only.
b. Technology Absorption:
The project of your Company has no technology absorption, hence no
particulars are offered.
c. Foreign Exchange Earning and Outgo:
The details of foreign Exchange earnings and expenditure of the Company
is provided in the notes attached to the Financial Statements.
22. CORPORATE SOCIAL RESPONSIBILITY [CSR!:-
The provisions of the CSR expenditure and Composition of Committee as
provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.
23. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES'
REMUNERATION AND OTHER DISCLOSURES:-
Pursuant to provisions of Section 197 of Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the details of employees given in the Annexure-3.
During the year, none of the employees received remuneration in excess
of the prescribed limit in accordance with the provisions of Section 197 of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of
the Companies Act, 2013.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-
During the year under review, no complaints were received by the
Company relating to sexual harassment at workplace. Further, the Company ensures that
there is a healthy and safe atmosphere for every women employees at the workplace.
25. SECRETARIAL AUDIT:-
The Board of the Company has appointed M/s. Dhirren R. Dave & Co.,
Company Secretaries in Practice, Surat as the Secretarial Auditor to conduct an Audit of
the secretarial records for the financial year 2022-23 in their Board Meeting held on
30.09.2022
The Secretarial Audit Report in Form No. MR-3 submitted by the said
Secretarial Auditors, do not contain any adverse remarks and qualifications, hence do not
call for any further explanation/s by the Company. The Secretarial Audit Report in form
MR-3 is attached to this report as Annexure-4.
26. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:-
The Management Discussion and Analysis Report provides a perspective of
economic and social aspects material to your Company's strategy and its ability to
create and sustain value to your Company's key stakeholders. Pursuant to the
provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management's Discussion and Analysis Report capturing your Company's
performance, industry trends and other material changes with respect to your Company is
attached to this report as Annexure-5.
27. CEO / CFO CERTIFICATION:-
In terms of Regulation 17(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, the CEO and CFO has certified to the Board of
Directors of the Company with regard to the financial statements and other matters
specified in the said regulation for the financial year 202223. The certificate received
from CEO and CFO is attached herewith as per Annexure-6.
28. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:-
The Company being listed on the SME Platform of BSE Limited. Hence, as
per the exemptions available to SME Listed Companies, Auditors' Certificate on
Corporate Governance is not provided.
29. CODE OF CONDUCT:-
The Board has laid down a specific code of Conduct for all Board
Members and Senior Management of the Company. All the Board Members and Senior Management
Personnel have affirmed compliance with the Code on annual basis. In this regard
certificate from Managing Directors as required under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board
and the same is attached to this report as Annexure-7.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD
REPORT: -
During the year under review, there have been no material changes and
commitments, which affect the financial position of the company which have occurred
between the end of the financial year to which the financial statements relate and the
date of this Report.
31. MAINTENANCE OF COST RECORDS:-
The company is not required to maintain Cost Records as specified by
Central Government under section 148(1) of the Companies Act, 2013, and accordingly such
accounts and records are not made and maintained.
32. RISK MANAGEMENT:-
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
The Company has been exempt under Regulation 21 of the SEBI (Listing
Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk
management.
33. CHANGE IN THE NATURE OF BUSINESS:-
For sustained growth in the future, Company wants to rely on its main
business only. Hence, there is no change in the nature of the business of the Company
during the year.
34. INSURANCE:-
Your Company has taken appropriate insurance for all assets against
foreseeable perils.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:-
During the year under review, no significant or material orders were
passed by the Regulators or Courts or Tribunals which would impact the going concern
status of the Company and its operations in future.
36. SECRETARIAL STANDARDS COMPLIANCE:-
During the year under review, your Company has complied with all the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
37. HUMAN RESOURCES: -
The Company treats its "Human Resources" as one of its most
important assets. The Company's culture promotes an environment that is transparent,
flexible, fulfilling and purposeful. The Company is driven by passionate and highly
engaged workforce. This is evident from the fact that the Company continues to remain the
industry benchmark for talent retention.
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. The Company thrust is on the promotion of talent
internally through job rotation and job enlargement.
During the year under review, there was a cordial relationship with all
the employees. The Directors would like to acknowledge and appreciate the contribution of
all employees towards the performance of the Company.
38. ACKNOWLEDGEMENT:-
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates, auditors, consultants,
financial institutions and Central and State Governments for their consistent support and
encouragement to the Company. The Directors appreciate and value the contribution made by
every members of the company.
Your Company has been able to perform efficiently because of the
culture of professionalism, creativity, integrity and continuous improvement in all
functions and areas as well as the efficient utilization of the Company's resources
for sustainable and profitable growth.
For and on behalf of the Board TITAANIUM TEN ENTERPRISE LIMITED
SHHALU TEJAAS KAPADIA (DIRECTOR)
(DIN: 02298855)
Place: Surat Date: 02-09-2023
ANNEXURE - 1 - TO THE BOARD REPORT Form AOC - 2
Pursuant to Section 134(3)(h) of the Actand Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered
into by the Company with related parties referred to in Section 188(1) of the Companies
Act, 2013 including certain arms length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's
length basis:
Sr. No. Particulars |
Details |
a. Name(s) of the related
party and nature of relationship |
N.A.
There were no transactions or arrangements which were not at arm's
length and which were not in the ordinary course of business during financial year
2022-23. |
b. Nature of contracts /
arrangements / transactions |
c. Duration of the contracts /
arrangements / transactions |
d. Salient terms of the
contracts or arrangements or transactions including the value, if any |
e. Justification for entering
into such contracts or arrangements or transactions |
f. Date of approval by the
Board |
g. Amount paid as advances, if
any |
h. Date on which the special
resolution was passed in general meeting as required under first proviso to Section 188 |
2. Details of material contracts or arrangements or transactions at
arm's length basis:
Sr. No. Particulars |
Details |
a. Name(s) of the related
party and nature of relationship |
N.A.
There were no material contracts or arrangements with related parties
during financial year 2022-23. |
b. Nature of contracts /
arrangements / transactions |
c. Duration of the contracts /
arrangements / transactions |
d. Salient terms of the
contracts or arrangements or transactions including the value, if any |
e. Date of approval by the
Board |
f. Amount paid as advances, if
any |
3. Details of other contracts or arrangements or transactions at
arm's length basis:
Sr. No. Name of
Associate Concern |
Nature of Transaction |
Amount (in Rs.) |
1 Ila Corporation |
Purchases of Yarn |
42,01,522 |
Purchase of Fabrics |
15,13,680 |
Commission on High Seas Sales |
3,63,408 |
Sales (Import) |
15,70,845 |
Sales of Fabrics |
56,756 |
Highseas Sales (Inc Freight) |
2,05,15,271 |
Brokerage Income (Without
GST) |
1,60,00,000 |
Rent Income |
60,000 |
Machine Rent Income |
63,00,000 |
Transport Income |
4321444 |
For and on behalf of the Board TITAANIUM TEN ENTERPRISE LIMITED
SHHALU TEJAAS KAPADIA
(DIRECTOR)
(DIN: 02298855) |
Place : Surat Date:
02-09-2023 |
ANNEXURE - 2 - TO THE BOARD REPORT
DETAILS PERTAINING TO THE CONSTITUTION & COMPOSITION OF THEBOARD
AND BOARD COMMITTEES
1. Board Composition and Meetings:-
The composition of Board of Directors of the company is constituted as
per the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 149 of the Companies Act, 2013.
During the year, 4 (Four) Board Meetings were held. The intervening gap
between the Meetings did not exceed the period prescribed under the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
details of which are as follow:
Sr. No. |
Date of Meetings |
Board Strength |
Director's Present |
1 |
28-05-2022 |
4 |
4 |
2 |
03-09-2022 |
4 |
4 |
3 |
14-11-2022 |
4 |
4 |
4 |
10-03-2023 |
4 |
4 |
The Attendance of Directors at the Board Meetings and at the last
Annual General Meeting are as under:
Name of
Director(s) |
Number of
Board Meetings held and attended during F.Y. 2022-23 |
Attended Last
AGM |
Held |
Attended |
Mrs. Ilaben Kapadia |
4 |
4 |
Yes |
Mrs. Shhalu Kapadia |
4 |
4 |
Yes |
Mrs. Nidhi Joshi |
4 |
4 |
Yes |
Mr. Kantilal Patel |
4 |
4 |
Yes |
2. Audit Committee: -
The Audit Committee of the Company is constituted in accordance with
the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.
During the financial year 2022-23, the Audit Committee met 4 (Four)
times on 28-05-2022, 03-092022 and 14-11-2022 and 10-03-2023 the gap between two meetings
did not exceed one hundred and twenty days. The necessary quorum was present for all the
meetings.
The details of composition of the Committee and their attendance at the
meetings are given below:
Name |
Designation |
Category |
No. of Meetings attended |
Mrs. Nidhi Joshi |
Chairperson |
Non-Executive Independent
Director |
4 |
Mrs. Shhalu Kapadia |
Member |
Non-Executive Director |
4 |
Mr. Kantilal Patel |
Member |
Non-Executive Independent
Director |
4 |
All the recommendations of the Audit Committee have been accepted by
the Board of Directors.
The Chairperson of the Audit Committee was present at the Annual
General Meeting of the Company held on 30-09-2022. The Minutes of all above stated meeting
of the Audit Committee were noted at the Board Meeting.
3. Nomination and Remuneration Committee: -
The Nomination and Remuneration Committee (NRC) of the Company is
constituted in accordance with the provisions of Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the
Companies Act, 2013.
During the Financial year 2022-23, 2 (Two) meetings of the Nomination
and Remuneration Committee were held on 28-05-2022 and 03-09-2022.
The composition of the Committee and their attendance at the meetings
are given below:
Name |
Designation |
Category |
No. of Meetings attended |
Mrs. Shhalu Kapadia |
Chairperson |
Non-Executive Director |
2 |
Mrs. Nidhi Joshi |
Member |
Non-Executive Independent
Director |
2 |
Mr. Kantilal Patel |
Member |
Non-Executive Independent
Director |
2 |
The Chairperson of the NRC was present at the Annual General Meeting of
the Company held on 3009-2022. The Minutes of Nomination and Remuneration Committee
meeting were noted at the Board Meeting.
4. Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee is constituted in
accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act,
2013.
The broad terms of reference of the Stakeholders' Relationship
Committee are as under:
Consider and resolve the grievances of security holders of the
Company including Redressal of investor complaints such as transfer or credit of
securities, non-receipt of dividend / notice / annual reports, etc. and all other security
holders' related matters.
Consider and approve issue of share certificates (including
issue of renewed or duplicate share certificates), transfer and transmission of
securities, etc.
During the Financial Year 2022-23, 2 (Two) meeting of the
Stakeholders' Relationship Committee were held on 28-05-2022, 14-11-2022. Mrs. Ankita
Raj Bhikadia, Company Secretary is designated as Compliance Officer of the Company.
The composition of the Committee and their attendance at the meetings
are given below:
Name |
Designation |
Category |
No. of Meetings attended |
Mrs. Nidhi Joshi |
Chairperson |
Non-Executive Independent
Director |
2 |
Mrs. Shhalu Kapadia |
Member |
Non-Executive Director |
2 |
Mr. Kantilal Patel |
Member |
Non-Executive Independent
Director |
2 |
During the year, the Company has not received any complaints from the
Shareholders of the Company. There were no outstanding complaints as on 31-03-2023.
5. Independent Director Committee:
During the Financial year 2022-23, the Committee met 1 (One) time on
03-09-2022. Necessary quorum was present for the meeting.
The composition of the Committee and their attendance at the meeting is
given below:
Name |
Designation |
Category |
No. of Meetings attended |
Mrs. Nidhi Joshi |
Chairperson |
Non-Executive Independent
Director |
1 |
Mr. Kantilal Patel |
Member |
Non-Executive Independent
Director |
1 |
For and on behalf of the Board TITAANIUM TEN ENTERPRISE LIMITED
SHHALU TEJAAS KAPADIA (DIRECTOR)
(DIN: 02298855)
Place: Surat Date: 02-09-2023
ANNEXURE - 3 - TO THE BOARD REPORT
RATIO OF DIRECTORS' REMUNERATION TO MEDIAN
EMPLOYEES'REMUNERATION AND OTHER DISCLOSURE
[Pursuant to Section 197of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
(i) The Ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2022-23 and the
percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary in the financial year 2022-23:-
Sr. No. Name of
Directors / KMP |
Designation |
Ratio of remuneration to
median remuneration of Employees* |
% increase in remuneration
in the financial year |
1. Ilaben Kapadia |
Chairperson & Director |
0.00 |
0.00 |
2. Shhalu Kapadia |
Director |
1.00 |
33.33 |
3. Nidhi Joshi |
Independent Director |
0.00 |
N.A. |
4. Kantilal Patel |
Independent Director |
0.00 |
N.A. |
5. Tejus Kapadia |
Chief Executive Officer |
1.67 |
8.11 |
7. Rakesh Kapadia |
Chief Financial Officer |
1.06 |
0.00 |
8. Ankita Bhikadia |
Company Secretary |
0.63 |
0.44 |
(ii) the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year is mentioned above.
(iii) the percentage decrease in the median remuneration of employees
in the financial year is 5.26.
(iv) the number of permanent employees on the rolls of Company is 28.
(v) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:- Average increase in remuneration of Employees excluding KMPs:
9.49%
- Average increase in remuneration of KMPs: 41.88%
(vi) affirmation that the remuneration is as per the remuneration
policy of the Company:-The Company affirms remuneration is as per the Remuneration Policy
of the Company.
For and on behalf of the Board
TITAANIUM TEN ENTERPRISE LIMITED
SHHALU TEJAAS KAPADIA (DIRECTOR)
(DIN: 02298855)
ANNEXURE - 4 - TO THE BOARD REPORT
FORM NO. MR-3 Secretarial Audit Report For the financial year ended
March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
M/s TITAANIUM TEN ENTERPRISE LIMITED
SHOP NO. 901/914, RAJHANS COMPLEX, 9TH FLOOR, RING ROAD,
SURAT - 395002, GUJARAT, INDIA
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/s Titaanium Ten
Enterprise Limited (hereinafter called the Company). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on 31.03.2023, complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
1. We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the company for the financial year ended on 31.03.2023
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made there
under;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the Rules made there under
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act') to the
extent applicable to the Company :-
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992 and The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 notified with effect from May 15, 2015
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009
d. The Securities and Exchange Board of India (Employees Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not Applicable for the year
under review
e. The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 - Not Applicable for the year under review
f. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client
g. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 - Not Applicable for the year under review
h. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998 - Not Applicable for the year under review.
i. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 notified with effect from December 1, 2015
(vi) The Factories Act, 1948
(vii) Industrial Disputes Act, 1947
(viii) The Payment of Wages Act, 1936
(ix) The Minimum Wages Act, 1948
(x) Employees' State Insurance Act, 1948
(xi) The Employees' Provident Fund and Miscellaneous Provisions
Act, 1952
(xii) The Payment of Bonus Act, 1965
(xiii) The Payment of Gratuity Act, 1972
(xiv) Equal Remuneration Act, 1976
(xv) and all other laws applicable to the company not mentioned
hereinabove.
I have also examined compliance with the applicable clauses of the
following:
1. Secretarial Standards issued by The Institute of Company Secretaries
of India.
2. Listing Agreement with BSE SME Exchange.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc
mentioned above.
2. We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'
views are captured and recorded as part of the minutes.
3. We further report that, there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
4. We further report that during the audit period the company has not
taken any actions or enter into events having a major bearing on the company's
affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards
etc.
This report is to be read with our letter dated 2nd
September, 2023 which is annexed and forms an integral part of this report.
Date: 02.09.2023 Place: Surat |
For DHIREN R. DAVE & CO.,
Company Secretaries UIN:P1996GJ002900 P/R No.:2144/2022 |
|
PINAL KANDARP SHUKLA
Principal Partner ACS:28554 CP: 10265 UDIN: A028554E000921501 |
To,
The Members
M/s TITAANIUM TEN ENTERPRISE LIMITED
SHOP NO. 901/914, RAJHANS COMPLEX, 9TH FLOOR, RING ROAD,
SURAT - 395002, GUJARAT, INDIA
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
Date: 02.09.2023 Place: Surat
For DHIREN R. DAVE & CO., Company Secretaries UIN:P1996GJ002900 P/R
No.:2144/2022
PINAL KANDARP SHUKLA Principal Partner ACS:28554 CP:10265 UDIN:
A028554E000921501