AI assistant
TITAN INTECH LIMITED — Annual Report 2021
Sep 11, 2021
62290_rns_2021-09-11_a21c4da0-4cdc-4cf1-9382-4551e400e192.pdf
Annual Report
Open in viewerOpens in your device viewer
TITAN INTECH LIMITED (Formerly known as Indovation Technologies Limited)
==> picture [238 x 240] intentionally omitted <==
37[TH] ANNUAL REPORT 2020-21
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
INDEX
| S.NO. | CONTENTS | PAGENO |
| 1 | CORPORATE INFORAMTION | 2 |
| 2 | NOTICE OF ANNUAL GNERA MEETING | 4 |
| 3 | BOARD’S REPORT | 12 |
| 4 | CORPORATE GOVERNANCE | 20 |
| 5 | CERTIFICATE ON CORPORATE GOVERNANCE | 44 |
| 6 | MANAGEMENT DISCUSSION AND ANALYSIS | 45 |
| 7 | SECRETARIAL AUDIT REPORT | 48 |
| 8 | INDEPENDENT AUDITORS REPORT | 53 |
| 9 | FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2021 | 58 |
| 13 | PROXY FORM & ATTENDENCE SLIP | 66 |
1
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
CORPORATE INFORMATION
| BOARD OF DIRECTORS | BOARD OF DIRECTORS | |
|---|---|---|
| Mr. Zameer Ahammed Kottala | Whole Time Director/CFO(KMP) | DIN: 08747622 |
| Mr. Vakkala Fayaz | Director | DIN: 08739581 |
| Mr. Srinivas Eppapula | Director | DIN: 09000218 |
| Ms. Kottala Shaik Zeba Ruhin | Director | DIN: 08758904 |
| KEY MANAGERIAL PERSONNEL | KEY MANAGERIAL PERSONNEL | KEY MANAGERIAL PERSONNEL |
|---|---|---|
| Mr. Zameer Ahammed Kottala | - | Chief Financial Officer |
| Mr. Zameer Ahammed Kottala | Compliance Officer |
REGISTERED OFFICE Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna (Dist) - 520008 (AP)
| STATUTORY AUDITORS | SECRETARIAL AUDITOR |
|---|---|
| M/s. SMV & Co, | |
| Chartered Accountants, | Mr. Bharatiraju Vegiraju Practicing |
| FRN: 0156305 | Company Secretaries |
| REGISTRAR & SHARE TRANSFER AGENTS | |
| Aarthi Consultants Private Limited, 1-2-285, Domalguda, Hyderabad-500029 | |
| Ph.Nos.040-27638111/27634445 Email : [email protected] | |
| BANKERS | |
| CityUnion Bnak Ltd,Governerpet,Vijayawada, |
| BANKERS | BANKERS | |
|---|---|---|
| CityUnion Bnak Ltd,Governerpet,Vijayawada, | ||
| Indian Overseas Bank,Worli,Mumbai | ||
| IDBI Bank,Mumai, | ||
| Syndicate Bank,Punjagutta,Hyderabad, | ||
| LISTED | BSE LIMITED | |
| DECAMT ISIN NSDL & CDSL | INE807M01023 | |
| WEBSITE | www.titanintech.in | |
| INVESTOR E-MAIL ID | [email protected] | |
| CORPORATE IDENTITY NUMBER | L72200AP1984PLC004380 |
2
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
| AUDIT COMMITTEE | ||
| Mr.Vakkala Fayaz | --- | Chairman |
| Mr. Zameer Ahamed Kottala | --- | Member |
| Mr. Zeba Ruhin Shaik Kottala | --- | Member |
| NOMINATION & REMUNERATION COMMITTEE | ||
| Mr.Vakkala Fayaz | --- | Chairman |
| Mr. Zameer Ahamed Kottala | --- | Member |
| Mr. Zeba Ruhin Shaik Kottala | --- | Member |
| STAKEHOLDERS RELATIONSHIP COMMITTEE | ||
| Mr.Vakkala Fayaz | --- | Chairman |
| Mr. Zameer Ahamed Kottala | --- | Member |
| Mr. Zeba Ruhin Shaik Kottala | --- | Member |
| RISK MANAGEMENT COMMITTEE | ||
| Mr.Vakkala Fayaz | --- | Chairman |
| Mr. Zameer Ahamed Kottala | --- | Member |
| Mr. Zeba Ruhin Shaik Kottala | --- | Member |
3
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
NOTICE
Notice is hereby given that the 37[th] Annual General Meeting of the Shareholders of M/s. Titan Intech Limited (formerly known as Indovation Technologies Limited) will be held on Saturday, the 30th September, 2021 at 3.00 PM. at the registered office of the company situated at Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada - 520008 to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2021, the Statement of Profit & Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Reports of Auditors and Directors thereon.
2. To appoint a Director in place of Mr. Fayaz Vakkal, Director (DIN: 08739581) who retires by rotation and, being eligible, seeks re-appointment
For and on behalf of the Board Titan Intech Limited
Sd/-
Place: Vijayawada Zameer Ahammed Kottala Date: 06.09.2021 Director
(DIN: 08747622)
4
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
NOTES
- A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument of Proxy in order to be effective shall be deposited at the Corporate Office of the Company by not less than 48 hours before the commencement of the Meeting.
Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty (50) members and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy, who shall not act as a proxy for any other person or shareholder. The appointment of proxy shall be in the Form No. MGT.11 annexed herewith.
-
The Register of Members and Share Transfer Books of the Company will remain closed from 24.09.2021 to 30.09.2021 (Both days inclusive).
-
Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants.
-
Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature(s) registered with the Company for admission to the meeting hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID Numbers for identification.
-
Corporate Members are requested to send to the Company’s Registrar & Transfer Agent, a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the Annual General Meeting.
-
In case of joint holders attending the Meeting, only such joint holders who are higher in the order of names will be entitled to vote.
-
The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit PAN details to the Depository Participants with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Registrar and Share Transfer Agents (M/s. Aarthi Consultants Pvt.Ltd.)
-
As a measure of austerity, copies of the annual report will not be distributed at the Annual General Meeting. Members are therefore, requested to bring their copies of the Annual Report to the Meeting.
-
With a view to using natural resources responsibly, we request shareholders to update their email address with their Depository Participants to enable the Company to send communicationselectronically.
5
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
Members holding shares in the same name under different ledger folios are requested to apply for consolidation of such folios and send the relevant share certificates to M/s. Aarthi Consultants Pvt. Ltd., Share Transfer Agents of the Company for their doing the needful.
-
Members are requested to send their queries at least 10 days before the date of meeting so that information can be made available at the meeting.
-
In respect of shares held in physical mode, all shareholders are requested to intimate changes, if any, in their registered address immediately to the registrar and share transfer agent of the company and correspond with them directly regarding share transfer/transmission/transposition, Demat /Remat, change of address, issue of duplicate shares certificates, ECS and nomination facility.
-
In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate a person on whom the shares held by him/her shall vest in the event of his/her death. Members desirous of availing this facility may submit nomination in prescribed Form-SH-13 to the company/RTA in case shares are held in physical form, and to their respective depository participant, if held in electronic form.
-
The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which Directors are interested under Section 189 of Companies Act, 2013 will be available for inspection at the Annual General Meeting
-
In Compliance with the MCA Circulars and SEBI Circular, notice of the AGM along with the Annual Report for the year ending 31st March 2021 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories.
-
Members may also note that the Notice of the 37[th] Annual General Meeting and the Annual Report for 2020-2021 will also be available on the Company’s website www.titanintech.in for their download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor email id:[email protected]
17. Voting through electronic means
In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, and Secretarial Standard on General Meetings (SS2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronicmeansandthebusinessmaybetransactedthroughe-VotingServices.The facility of casting the
6
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by Central Depository Services (India) Limited.
The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
The remote e-voting period commences on September 25, 2021 (09.00 am) to September 29, 2021 (5.00 pm). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 24, 2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is casted by the shareholder, the shareholder shall not be allowed to change it subsequently.
A person who has acquired shares & become a member of the company after the dispatch of notice of AGM & holding shares as of cut-off date, may obtain the login ID & password by sending a request at [email protected] However, if the person is already registered with the CDSL for remote e-voting then the existing user ID & password can be used for casting vote.
The instructions for shareholders voting electronically are as under:
-
i. The shareholders should log on to the e-voting websitewww.evotingindia.com.
-
ii. Click on Shareholders.
-
iii. Now Enter your User ID
-
a. For CDSL: 16 digits beneficiary ID,
-
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
-
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
-
iv. Next enter the Image Verification as displayed and Click on Login.
-
v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
-
vi. If you are a first time user follow the steps given below:
Page 7
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
| For Members holding shares in Demat Form and Physical Form | |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. IfyournameisRameshKumarwithsequencenumber1thenenterRA00000001in the PAN field. |
| DOB | Enter the Date of Birth as recorded in your demat account or in the company records for the Said demat account or folio in dd/mm/yyyyformat. |
| Dividend Bank Details |
Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(iv). |
vii. After entering these details appropriately, click on “SUBMIT” tab.
-
viii. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
ix. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
-
x. Click on the EVSN for the relevant on which you choose to vote.
-
xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
8
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
-
xiii. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
-
xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
-
xv. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
-
xvi. If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
-
xvii.Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.
xviii. Note for Non – Individual Shareholders and Custodians
-
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.
-
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].
-
After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
-
The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
-
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify thesame.
9
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
xix. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email [email protected].
-
The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 24.09.2021.
-
Mr. Bharatiraju Vegiraju, Practicing Company Secretary, bearing C.P. Number 14926 has been appointed as the Scrutinizer to scrutinize the e-votingprocess.
-
The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.
-
The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.titanintech.in and on the website of CDSL within two(2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited.
-
The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green initiative by registering/uploading their email addresses, in respect of shares held in dematerialized form with their respective Depository Participant and in respect of shares held in physical form with the Company’s Registrar and Share Transfer Agents.
-
Disclosure pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) with respect to Directors seeking re-appointment/appointment at the Meeting is attached as Annexure I
For and on behalf of the Board Titan Intech Limited
Sd/Place:Vijayawada Zameer Ahammed Kottala Date:30.08.2021 Director (DIN: 08747622)
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
Annexure - 1
Additional Information
(Details of the Directors proposed to be appointed/ re-appointed pursuant to Regulation 36(3) of SEBI (LODR) Regulation, 2015 and Secretarial Standards on General meetings).
| Particulars | Details |
|---|---|
| Date of Birth. | 05.07.1990 |
| Date of first appointment on the Board. | 01.09.2020 |
| Qualification, Experience & Expertise and terms of reappointment | Mr.Vakkala Fayaz S/O Vakkala Abdul Khader,Aged About 31 Years, Resident Of 17/233 NADIMPALLI STREET ,PRODDATUR,CUDDAPAH,ANDRA PRADESH Is Post Graduate In Business Management And Developed Good Interest Towards Business Activities. His Father Is A Successful Businessman. After Finishing The MBA In The Year Of 2013 , He Started Assisting His Father In The Business Activities Of Gained Reasonably Good Experience In Manufacturing And Marketing. He Joined As Director In The Company. Now He Is Totally Taking Over The Project |
| Directorship in other Companies. | 1.PVV INFRA LIMITED 2.APPLE EQUIFIN P LTD 3.PINNAMANENI ESTATES PRIVATE LIMITED |
| Number of Shares held in the Company including shareholding as a beneficial owner. |
NIL |
| Disclosure of Inter-se relationship between Directors and KMP’s. | NA |
| Membership of Committees in other Companies. |
NIL |
| Chairmanships of Committees in other Companies. | NIL |
| Details of Remuneration sought to be paid and the remuneration last drawn by such person. |
NIL |
| Number of Board meetings attended during the year. | 6 |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
BOARD’sREPORT
To the Members,
The Directors have pleasure in presenting before you the 37[th] Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31[st] March 2021.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OFAFFAIRS:
The performance during the period ended 31[st] March 2021 has been as under:
| (Amount in Rs.) | ||
|---|---|---|
| Particulars | 2019-2020 | 2020-2021 |
| Total Income | 70,89,300 | 71,49,293 |
| Total Expenditure | 1,28,91,481 | 1,16,97,777 |
| Profit Before Tax | (58,02,181) | (45,48,484) |
| Provision for Tax | - | - |
| Profit after Tax | (58,02,181) | (45,48,484) |
2. REVIEW OFOPERATIONS:
During the year under review, the Company has recorded an income of Rs.71,49,293/- and the Loss of Rs.45,48,484/- as against the Expenditure of Rs.1,16,97,777/- and reported profit of Rs.(58,02,181)/-in the previous financial year ending 31.03.2020.
3. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:
No material changes and commitments which could affect the Company’s financial position have occurred between the ends of the financial year of the Company.
4. CHANGE IN THE NATURE OF BUSINESS, IFANY:
During the period under review and the date of Board’s Report there was no change in nature of Business.
5. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
6. TRANSFER TORESERVES:
Directors have not decided to transfer any amount to reserves for the year.
7. DIVIDEND:
Dividend was not declared during the year by the company to its shareholders.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review
9. DISCLOSURE OF INTERNAL FINANCIALCONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATEDPARTIES:
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis. During the year, the Company had 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.
12. BOARD MEETINGS DURING THEYEAR:
The Board of Directors duly met Four (6) times on 21.05.2020, 30.06.2020,30.07.2020,02.09.2020,10.11.2020 and 13.02.2021 in respect of which meetings, proper notices were given, and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
13. CORPORATEGOVERNANCE:
Corporate Governance is not applicable to the company since the paid-up capital and net worth of the company is less than Rs.10.00 crores and Rs.25.00 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled “Report on Corporate Governance” along with the Auditors’ Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Enclosed as a part of this Annual Report – Annexure-I
14. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 will be uploaded on the Company’s website at www.titanintech.in
15. RETIREMENTS AND RESIGNATIONS:
During the year no director has resigned from the Company.
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUALBASIS:
The Company has received declarations from Mr. Vakkala Fayaz, Mr. Zameer Ahammed Kottala, and Mr. Srinivas Eppapula, Mrs. Zeba Ruhin Shaik Kottala Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.- Annexure-III
17. DIRECTOR’S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
-
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the company for that period.
-
c) The Directors had taken proper and enough care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
d) The Directors had prepared the annual accounts on a going concern basis; and
-
e) 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.
-
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES:
The Company does not have any subsidiaries/associates.
19. STATUTORY AUDITORS:
Under Section 139 of the Companies Act, 2013 and the rules made there under, it is mandatory to rotate the statutory auditors on completion of maximum term permitted under the provisions of the Companies Act 2013. In line with the requirements of the Companies Act 2013 M/s. SMV & CO., Hyderabad (Bearing Regn. No: 015630S) was appointed as the statutory auditors of the Company to hold office for the period of five consecutive years from the conclusion of the 35[th] AGM till the conclusion of 39[th] AGM to be held in the year 2023. The requirement for annual ratification of auditor’s reappointment has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7[th] ,2018.
20. INTERNALAUDITORS:
The Company has not appointed any internal auditor for the Financial Year 2020-2021.
21. SECRETARIALAUDITORS:
The Board had appointed M/s. V B Raju& Associates, Practicing Company Secretaries, Hyderabad, having CP No.14926 to conduct Secretarial Audit for the financial year 2020-21, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR – 3 for the financial year 2020-21 is enclosed herewith in this Report.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
22. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31, 2021 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and noted is at the same that the company has not appointed Company Secretary and Internal Auditor during the year, but the company is taking necessary measures to appoint the same at the earliest.
23. CORPORATE SOCIAL RESPONSIBILITY(CSR):
Since the company does not has the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has framed the following policies which are available on Company's website i.e. www.Titanintech.in
-
Board Diversity Policy
-
Policy on preservation of Documents
-
Risk Management Policy
-
Whistle Blower Policy
-
Familiarization programme for Independent Directors
-
Related Party Policy
-
Code of Conduct
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy:
Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
-
Research and Development (R&D):NIL
-
Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL
26. INSURANCE:
The properties and assets of your Company are adequately insured.
27. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS:
The company has not given loans or Guarantees during the year under review.
28. CREDIT & GUARANTEEFACILITIES:
The company has not given loans or Guarantees during the year under review
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
30. RATIO OF REMUNERATION TO EACHDIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, no remuneration has been paid to any of the Directors of the Company for the financial year 2020-21.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
31. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.
32. CEO/ CFOCERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for the year 2020-21 is provided elsewhere in this Annual Report.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
34. SECRETARIAL STANDARDS:
The company is compliant with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
35. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules,2014.
2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,2014.
3. Issue of shares under employee’s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,2014.
4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during the period under review.
7. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
8. EMPLOYEE RELATIONS ANDREMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014.
9. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
The Company has in place a Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
• No. of complaints received: Nil • No. of complaints disposed of: Nil
10. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.
For and on behalf of the Board Titan Intech Limited
| Sd/- | Sd/- | ||
|---|---|---|---|
| Place: | Vijayawada | Zameer Ahammed Kottala |
Vakkala Fayaz |
| Date: | 06.09.2021 | Director | Director |
| (DIN: 08747622) | (DIN: 08739581) |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT POLICY:
As provided under clause 17 (5) (a) of the SEBI (LODR) Regulation 2015 all Board Members and the Senior Management personnel have confirmed compliance with the Business Ethics and Code of Conduct for the year ended on March 31, 2021.
For and on behalf of the Board For Titan Intech Limited
Place:Vijayawada Date:06.09.2021
Sd/Zameer Ahammed Kottala Director (DIN:08747622)
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
REPORT ON CORPORATE GOVERNANCE
Corporate Governance is not applicable to the company as its paid up-equity capital and net worth does not exceed Rs. 10 crores and Rs.25 crores respectively. However, the company voluntarily complies with Corporate Governance as a good governance measure to keep the stakeholders informed about the company.
In accordance with Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report containing the details of Corporate Governance systems and processes at Titan Intech Limited as follows:
1. COMPANY’S PHILOSOPHY ON CODE OFGOVERNANCE:
The Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz. the Board of Directors, the Senior Management, Employees, etc. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder’s expectations.
2. BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website, www.titanintech.com
3. BOARD EVALUATION:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:
-
Board dynamics and relationships
-
Information flows
-
Decision-making
-
Relationship with stakeholders
-
Company performance and strategy
-
Tracking Board and committees’ effectiveness
-
Peer evaluation
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.
4. FAMILIARIZATION PROGRAM FOR INDEPENDENTDIRECTORS:
All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.
5. CODE OF CONDUCT FOR THE PREVENTION OF INSIDERTRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.titanintech.com
6. BOARD OFDIRECTORS:
A. COMPOSITION OF THEBOARD:
The Company is managed and controlled through a professional body of Board of Directors which is headed by Mr. Zameer Ahammed Kottala, Managing Director. As on 31st March 2021, the Board of the Company has 4members ( 4 Independent Directors). None of the Directors on the Board is a Member of more than 10 committees or Chairman of more than 5 companies across all the Companies in which he is a Director.
The Board has been enriched with the advices and knowledge of the Independent Directors. None of the Independent Directors has any pecuniary or business relationship except receiving sitting fees. The composition of the Board of Directors as on 31.03.2021 and details of number of Directorships/committee chairmanships/memberships attendance is as under:
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
B. ATTENDANCE OF EACH DIRECTOR AT BOARD MEETING HELD DURING THE YEAR AND LAST ANNUAL GENERAL MEETING AND NUMBER OF OTHER BOARD OF DIRECTORS IN WHICH A DIRECTOR IS A MEMBER ORCHAIRPERSON.
| Name of Director |
Category of Directorship |
Number of No Directorshi ps in other Companies |
Number of Board Committee memberships held in other Companies |
Number of Board Committee memberships held in other Companies |
Attendance | Particulars | Particulars |
|---|---|---|---|---|---|---|---|
| Member | Chairman | Last AGM 20.09.2020 |
BoardMeetings 2020-21 |
||||
| Held | Attended | ||||||
| Mr. Kottala Zameer Ahammed |
Whole Time Director |
1 | 1 | -- | Yes | 6 | 6 |
| Ms. Kottala Shaik Zeba Ruhin |
Director | 1 | 1 | -- | Yes | 6 | 6 |
| Mr. Vakkala Fayaz | Director | 1 | 1 | -- | Yes | 6 | 6 |
| Mr. Srinivas Eppapula |
Independent Director |
1 | -- | 1 | Yes | 6 | 6 |
C. MEETINGS DURING THEYEAR:
The Board of Directors duly met 6 (Four) times on 21.05.2020, 30.06.2020, 30.07.2020, 02.09.2020, 10.11.2020, 13.02.2021, in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
D. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORSINTER-SE:
There is no inter-se relationship among the Directors.
E. NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON-EXECUTIVE DIRECTORS:
None of the Non-Executive Directors of the company holds any shares and Convertible Instruments in their name.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
7. AUDIT COMMITTEE (Constituted in terms of section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR Regulations, 2015).
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:
-
Overview of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.
-
Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
-
Discussion with external auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
-
Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.
-
Reviewing with management the annual financial statements before submission to the Board, focusing on:
-
a. Any changes in accounting policies and practices;
-
b. Qualification in draft audit report;
-
c. Significant adjustments arising out of audit;
-
d. The going concern concept;
-
e. Compliance with accounting standards;
-
f. Compliance with stock exchange and legal requirements concerning financial statements and
-
g. Any related party transactions
-
Reviewing the company’s financial and risk management’s policies.
-
Disclosure of contingent liabilities.
-
Reviewing with management, external and internal auditors, the adequacy of internal control systems.
-
Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.
-
Discussion with internal auditors of any significant findings and follow-up thereon.
-
Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
-
Reviewing compliances as regards the Company’s Whistle Blower Policy.
B. COMPOSITION, MEETINGS &ATTENDANCE:
There were four (4) Audit Committee Meetings held during the year 21.05.2020, 30.07.2020, 02.09.2020, 13.02.2021
| Name | Designation | Category | No of Meetings held | No of Meetings attended |
|---|---|---|---|---|
| Mr. Vakkala Fayaz | Chairman | NED(I) | 4 | 4 |
| Mr. Zameer Ahammed Kottala |
Member | NED(I) | 4 | 4 |
| Mr. Zeba Ruhin Shaik Kottala |
Member | NED(I) | 4 | 4 |
NED (I): Non-Executive Independent Director
8. NOMINATION AND REMUNEARTION COMMITTEE (Constituted in terms of section 178 ofthe Companies Act, 2013 read with Regulation 19 of SEBI LODR Regulations,2015).
The Committee comprises of three non-executive independent Directors
| Name | Designation | Category | No of Meetings held | No of Meetings attended |
|---|---|---|---|---|
| Mr. Zameer Ahammed Kottala |
Chairman | NED(I) | 4 | 4 |
| Mr. Vakkala Fayaz | Member | NED(I) | 4 | 4 |
| Mr. Zeba Ruhin Shaik Kottala |
Member | NED(I) | 4 | 4 |
A. BRIEF DESCRIPTION OF TERMS OFREFERENCE:
-
To approve the fixation/revision of remuneration of Executive Directors of the Company and while approving:
-
a. to take into account the financial position of the Company, trend in the industry, appointee’s qualification, experience, past performance, past remuneration etc.
-
b. to bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.
-
To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal.
-
To carry out evaluation of every Director’s performance.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
-
To formulate the criteria for evaluation of Independent Directors and the Board.
-
To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria.
B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURINGTHE YEAR:
There were 4 meetings held during the financial year 2020-21 There were four (4) Audit Committee Meetings held during the year on 21.05.2020, 30.07.2020, 02.09.2020, 13.02.2021
| Name | Designation | Category | No of Meetings held | No of Meetings attended |
|---|---|---|---|---|
| Mr. Vakkala Fayaz | Chairman | NED(I) | - | - |
| Mr. Zameer Ahammed Kottala |
Member | NED(I) | - | - |
| Mr. Zeba Ruhin Shaik Kottala |
Member | NED(I) | - | - |
NED (I): Non-Executive Independent Director
C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENTDIRECTORS:
The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company’s business.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE:
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.
2. Terms and References:
-
2.1 “Director” means a director appointed to the Board of a Company.
-
2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
- 2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013, and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
3. Policy:
Qualifications and criteria
-
3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.
-
3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:
-
General understanding of the company’s business dynamics, global business and social perspective;
-
Educational and professional background
-
Standing in the profession;
-
Personal and professional ethics, integrity and values;
-
Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following requirements:
-
shall possess a Director Identification Number;
-
shall not be disqualified under the companies Act,2013;
-
shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;
-
shall abide by the code of Conduct established by the company for Directors and senior Management personnel;
-
shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;
-
Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.and other relevant laws.
-
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company’s business.
-
3.2 Criteria of independence
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.
-
3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013, and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-
-
a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;
-
b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;
-
(ii) who is not related to promoters or directors of the company its holding, subsidiary or associate company
-
c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;
-
d. none of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;
-
e. who, neither himself nor any of his relative-
-
(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;
-
(ii) Is or has been an employee or proprietor or a partner, in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed of-
-
(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;
-
(i) holds together with his relatives two per cent or more of the total voting power of the company; or
-
(ii) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or
-
(iii) is a material supplier, service provider or customer or a lesser or lessee of the company.
-
f. Shall possess appropriate skills experience and knowledge in one or more field of finance, law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this discipline related to the company’s business.
-
g. Shall possess such other qualifications as may be prescribed from time to time, under the Companies Act,2013.
-
h.
-
who is not less than 21 years of age
-
3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in Schedule IV to the companies Act, 2013.
-
3.3 other directorships/ committee memberships
-
3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.
-
3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.
-
3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.
-
3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds directorships.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
For the purpose of considering the limit of the committees, Audit committee and stakeholders relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.
9. STAKEHOLDER’S RELATIONSHIP COMMITTEE (Constituted in terms of section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI LODR Regulations,2015).
-
i. The stakeholders’ relationship committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act.
-
ii. The broad terms of reference of the stakeholders’ relationship committee are asunder:
-
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 securities-holders related matters.
-
Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.
-
The composition of the stakeholders’ relationship committee and the details of meetings attended by its members are given below:
There were four (4) Stakeholders’ relationship Committee Meetings held during the year on 21.05.2020, 30.07.2020, 02.09.2020, 13.02.2021
A) COMPOSITION:
The Details of composition of the Committee are given below:
| Name | Designation | Category | No of Meetings held | No of Meetings attended |
|---|---|---|---|---|
| Mr. Zeba Ruhin Shaik Kottala |
Chairman | NED(I) | 4 | 4 |
| Mr. Zameer Ahammed Kottala |
Member | NED(I) | 4 | 4 |
| Mr. Vakkala Fayaz | Member | NED(I) | 4 | 4 |
NED (I): Non-Executive Independent Director
B. NAME AND DESIGNATION OF COMPLIANCEOFFICER:
Mr. Kottala Zameer Ahammed is the Compliance Officer of the Company.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDINGDURING THE YEAR2020-21:
| INVESTOR COMPLAINTS | INVESTOR COMPLAINTS |
|---|---|
| Particulars | Year ended 31.03.2021 |
| Pendingat the beginningof theyear | NIL |
| Received duringtheyear | NIL |
| Disposed of duringtheyear | NIL |
| Remainingunresolved at the end of theyear | NIL |
10. REMUNERATION OFDIRECTORS:
A.PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS
VIS-À-VIS THE LISTED COMPANY: The Non- Executive Directors have no pecuniary relationship or transactions.
- B. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS: As per the remuneration policy of the company.
C. REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 2020-21 AND OTHER DISCLOSURES:
| Name of the Director |
Salary( Rs) |
Sitting fees(Rs) |
Number of shares held |
Service Contracts |
Stock Option Details |
Fixed Component |
Performa nce Based Incentive |
|---|---|---|---|---|---|---|---|
| Mr. Kottala Zameer Ahammed |
-- | -- | -- | -- | -- | -- | -- |
| Mr. Vakkala Fayaz | -- | -- | -- | -- | -- | -- | -- |
| Mr. Zeba Ruhin Shaik Kottala |
-- | -- | -- | -- | -- | -- | -- |
| Mr.Srinivas Eppapula | -- | -- | -- | -- | -- | -- | -- |
D. INDEPENDENT DIRECTORS’MEETING:
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 13.02.2021, and discuss the following:
-
Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;
-
Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors of the Company were present at the meeting.
As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the business.
11. FORMAL ANNUALEVALUATION:
As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the independent directors of the company had a meeting on 15.02.2021 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:
-
(a) Review of the performance of non-independent directors and the Board as a whole;
-
(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
-
(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The meeting also reviewed and evaluated the performance of independent directors. The company has 3 nonindependent directors namely:
-
Mr. Zameer Ahammed Kottala
-
Mr. Vakkala Fayaz
-
Mr. Zeba Ruhin Shaik Kottala
-
The meeting recognized the significant contribution made by Mr. Zameer Ahammed Kottala, Managing Director of the Company towards the success path and inorganic growth in software business.
The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:
- Preparedness for Board/Committee meetings
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
Attendance at the Board/Committee meetings
-
Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.
-
Monitoring the effectiveness of the company’s governance practices
-
Ensuring a transparent board nomination process with the diversity of experience, knowledge, perceptivity in the Board.
-
Ensuring the integrity of the company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.
It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.
12. REMUNERATIONPOLICY:
The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.
The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities should and individual performance.
Remuneration policy for Directors, key managerial personnel and other employees
1. Scope:
- 1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
-
2.1 “Director” means a director appointed to the Board of the company.
-
2.2 “key managerial personnel” means
-
(i) The Chief Executive Officer or the managing director or the manager;
-
(ii) The Company Secretary;
-
(iii) The Whole-time Director;
(iv)The Chief Financial Officer; and
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
(v) Such other office as may be prescribed under the companies Act,2013
-
2.3 “Nomination and Remuneration committee” means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
3. Policy:
-
3.1 Remuneration to Executive Directors and key managerial personnel
-
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limit approved by the shareholders.
-
3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.
-
3.1.3 The remuneration structure to the Executive Directors and key managerial personnel shall include the following components:
-
(i) Basic pay
-
(ii) Perquisites and Allowances
-
(iii) Stock Options
-
(iv) Commission (Applicable in case of Executive Directors)
-
(v) Retrial benefits
-
(vi) Annual performance Bonus
-
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.
-
3.2 Remuneration to Non – Executive Directors
-
3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non – Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.
-
3.2.2 Non – Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
3.3. Remuneration to other employees
- 3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill set, seniority, experience and prevailing remuneration levels for equivalent jobs.
13. RISK MANAGEMENTCOMMITTEE:
A) COMPOSITION:
The Details of composition of the Committee are given below:
| Name | Designation | Category |
|---|---|---|
| Mr. Zameer Ahammed Kottala | Chairperson | NED(I) |
| Mrs. Zeba Ruhin Shaik Kottala | Member | NED(I) |
| Mr. Vakkala Fayaz | Member | NED(I) |
NED (I): Non-Executive Independent Director
B) ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THEFOLLOWING:
-
Framing of Risk Management Plan and Policy
-
Overseeing implementation of Risk Management Plan and Policy
-
Monitoring of Risk Management Plan and Policy
-
Validating the process of risk management
-
Validating the procedure for Risk minimisation.
-
Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.
-
Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
14. DETAILS ON GENERAL BODY MEETINGS:
A. LOCATION, DATE AND TIME OF LAST THREE AGMS AND SPECIAL RESOLUTIONS THERE AT ASUNDER:
| Financial Year |
Date | Time | Location | Special / Ordinary Resolution |
|---|---|---|---|---|
| 2019-20 | 22.12.2020 | 09.00 | Plot No. 42, D. No. 54- 28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada - 520008 |
APPOINTMENT OF MR. KOTTALA ZAMEER AHAMMED AS WHOLE TIME DIRECTOR AND CFO OF THE COMPANY APPOINTMENT OF MR. VAKKALA FAYAZ AS DIRECTOR OF THE COMPANY APPOINTMENT OF MRS. ZEBA RUHIN SHAIKH KOTTLA AS AN INDEPENDENT DIRECTOR OF THE COMPANY |
| 2018-19 | 30.09.2019 | 9.00 A.M |
Plot No. 42, D. No. 54- 28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada - 520008 |
1. To consider the financial statements as on 31.03.2019. 2. Approval of retirement of Mr. Anjaneyelu Perla who retires by rotation and not seeking reappointment |
| 2017-18 | 20.09.2018 | 9.00 A.M. |
D.No:50-63-03, GayatriNilayam, 1st Floor, Rajendra Nagar, Seethammapeta, Vishakhapatnam, AP - 530016 |
1. Appointment of Mr. T Sechu Kumar as an Independent Director of the Company. 2. Appointment of M/s SMV & CO. as Statutory Auditors. 3. Shifting Registered office of the Company to Plot No: 63, 2nd Floor, 4th Cross Road, Knakadurga, Vijayawada, Krishna Dist,Andhra Pradesh – 520 008. |
B. PASSING OF RESOLUTIONS BY POSTALBALLOT:
There were no resolutions passed by the Company through Postal Ballot during the financial year 2019-20.
15. MEANS OFCOMMUNICATION:
The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchanges immediately after the Board approves the same and these results will also be published in prominent daily newspapers. These Financial Statement’s press releases are also posted on the Company’s website, at www.titanintech.com. As the financial performance of the Company is well published, individual communication of half yearly results are not sent to the shareholders.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
16. GENERAL SHAREHOLDERINFORMATION:
A) ANNUAL GENERALMEETING:
Day, Date and Time: Thursday, 30[th] September, 2021 at 3.00pm
Venue: Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank GurunanakColony Vijayawada – 520008 (AndhraPradesh)
FINANCIAL YEAR AND FINANCIAL YEAR CALENDAR 2020-21 (TENTATIVE SCHEDULE)
Financial year to which the Annual General Meeting relates: 2019-
20 Financial calendar: 20-21
Adoption of Quarterly results for the Quarter ending
-
30[th] June,2020 : 13th August, 2020
-
30[th] September, 2020 : 10th of November,2020
-
31[st] December,2020 : 13th of February, 2021
-
31[st] March,2021 : 30[th] of May 2021
-
B) DIVIDEND PAYMENT DATE: No Dividend was declared during the Financial Year2019-20.
C) NAME AND ADDRESS OF EACH STOCK EXCHANGE WHERE THE COMPANIES SECURITIES ARE LISTED:
BSE LIMITED, P.J. Towers, Dalal Street, Mumbai- 400001.
D) STOCKCODE: 521005 CODE:INDOVATION
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
E) STOCK MARKET PRICEDATA ( Not found in bse)
F) IN CASE SECURITIES ARE SUSPENDED FROMTRADING:
The securities are suspended from trading on BSE stock exchanges and also applied for activation of listing
G) REGISTRAR AND SHARE TRANSFERAGENTS:
M/s. Aarthi Consultants Private Limited
1-2-285, Near Gaganmahal Nursing Home, Street No 7, Domalguda, Hyderabad-500029. Ph: 040-27638111/27634445, Fax: 040-27632184 Email: [email protected]
H) SHARE TRANSFERSYSTEM:
The Transfer of Shares is affected by the Registrars after necessary approval of the Board/Share Transfer Committee. Transfer generally takes 1-2 weeks.
I) DEMATERIALISATION & LIQUIDITY OFSHARES:
Trading in Company’s shares is permitted only in dematerialized form for all investors. The ISIN allotted to the Company’s scrip is INE807M01023 in BSE. Investors are therefore advised to open a demat account with a Depository participant of their choice to trade in dematerialized form.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
| Particulars | No. of Shares | % Share Capital |
|---|---|---|
| NSDL | 10,51,216 | 42.48 |
| CDSL | 13.01,714 | 52.60 |
| PHYSICAL | 1,21,649 | 4.92 |
| TOTAL | 24,74,579 | 100.00 |
L) ADDRESS FOR CORRESPONDENCE: Plot No. 42, D.No. 54-28/3-5, Opposite
Gurudwara,BehindOBCBankGurunanak Colony Vijayawada – 520008 (AndhraPradesh)
- M) BOOK CLOSURE DATE: 21.09.2021 to 28.09.2021 (both daysinclusive)
N) LISTING FEES:
The equity shares of the Company are listed on BSE Ltd. The Company has still not paid towards the annual listing fees for financial year 2020-21
O) ELECTRONIC CONNECTIVITY: The Company has Demat connectivity with both NSDL and CDSL. The ISIN is INE807M01023.
P) SHAREHOLDING PATTERN AS ON 31[st] MARCH,2021:
| S. No | Category | No. of |
Percentage of |
|---|---|---|---|
| shares held | shareholding | ||
| A | Shareholdingof Promoter and Promotergroup | ||
| 1. | Indian | ||
| Individuals/Hindu undivided Family | 59,769 | 2.42 | |
| 2. | Foreign | ||
| Individual | -- | -- | |
| Sub-Total A | 59,769 | 2.42 | |
| B | Public Shareholding | ||
| 1. | Institutions | -- | -- |
| 2. | Non-Institutions | 24,14,810 | 97.58 |
| Sub Total B | 24,14,810 | 97.58 | |
| Grand Total(A+B) | 24,74,579 | 100.00 |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
Q.COMPLIANCES:
There are no penalties imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to capital markets, during the last three years.
R.DISTRUBUTION OF SHAREHOLDING AS ON 31.03.2021
| Sl No | Category | Holders | Holders % | Shares | Amount | Amount % |
|---|---|---|---|---|---|---|
| 1 | 1- 5000 | 7,993 | 97.18 | 182,987 | 1,829,870 | 7.39 |
| 2 | 5001 -10000 | 75 | 0.91 | 61,606 | 616,060 | 2.49 |
| 3 | 10001 - 20000 | 51 | 0.62 | 82,007 | 820,070 | 3.31 |
| 4 | 20001 - 30000 | 25 | 0.30 | 63,224 | 632,240 | 2.55 |
| 5 | 30001 - 40000 | 12 | 0.15 | 41,689 | 416,890 | 1.68 |
| 6 | 40001- 50000 | 8 | 0.10 | 35,881 | 358,810 | 1.45 |
| 7 | 50001-100000 | 17 | 0.21 | 114,972 | 1,149,720 | 4.65 |
| 8 | 100001 & Above | 44 | 0.53 | 1,892,213 | 18,922,130 | 76.47 |
| Total | 8,225 | 100.00 | 2,474,579 | 24,745,790 | 100.00 |
S. WHISTLE BLOWERPOLICY:
The Company has a whistle blower policy in place for reporting the instances of conduct which are not in conformity with the policy. Directors, employees, vendors or any person having dealings with the Company may report non-compliance to the Chairman of the Audit Committee, who reviews the report. Confidentiality is maintained of such reporting and it is ensured that the whistle blowers are not subjected to any discrimination. No person was denied access to the Audit Committee.
T. COMPLIANCE WITH THE MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORY REQUIREMENTS OF SEBI (LISTING OBLIGATIONS AND DISLOSURE REQUIREMENTS) REGULATIONS,2015.
All mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 have been appropriately complied with and the status of non-mandatory requirements is given below:
-
As there is no Chairman, the provisions for Non-Executive Chairman are not applicable. All other requirements of the Board during the year have been compliedwith.
-
Shareholders’ rights: The quarterly results along with the press release are uploaded on the website of the Companywww.titanintech.in. The soft copy of the quarterly results is also sent to the shareholders who have registered their e-mailaddresses.
-
Audit qualifications: Company’s financial statements areunqualified.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
U. WEB-LINK WHERE POLICY FOR DETERMINIG ‘MATERIAL’ SUBSIDIARIES IS DISCLOSED.
The company does not have any material subsidiaries during the financial year 2019-20
V. DISCLOSURE OF ACCOUNTINGTREATMENT:
The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the treatment prescribed in the Accounting Standards notified under Section 129 of the Companies Act, 2013.
For and on behalf of theBoard Titan IntechLimited
Sd/Sd/Place: Vijayawada Zameer Ahammed Kottala Vakkala Fayaz Date: 06.09.2021 Director Director (DIN: 0847622) (DIN: 08739581)
Page
Annual Report
2020-21
==> picture [69 x 70] intentionally omitted <==
CERTIFICATE BY THE MANAGING DIRECTOR AND CFO OF THECOMPANY
To
The Board of Directors
Titan Intech Limited
(Formerly known as Indovation Technologies Limited)
Dear Sirs,
As required under Regulation 17(8) read with Part B, Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we state that:
-
We have reviewed the financial statements and the cash flow statement for the year ended 31[st] March 2021 and to the best of our knowledge andbelief;
-
a. These statements do not contain any materially untrue statement nor omit any material fact nor contain statements that might be misleading,and
-
b. These statements present a true and fair view of the company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.
-
There are, to the best of our knowledge and belief, no transactions entered into by the company during the year, which are fraudulent, illegal or violative of the company’s code ofconduct.
-
We accept responsibility for establishing and maintaining internal controls, we have evaluated the effectiveness of the internal control systems of the company and we have disclosed to the auditors and the audit committee, deficiencies in the design or the operation of internal controls, if any, of which I was aware and the steps that I have taken or propose to take and rectify the identified deficienciesand
-
That we have informed the auditors and the audit committeeof:
-
a) Significant changes in the internal control during theyear;
-
b) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements;and
-
c) Instances of significant fraud of which we have become aware and the involvement of anyemployee having a significant role in the company’s internal controlsystem.
For and on behalf of the Board Titan Intech Limited
Sd/Sd/Place:Vijayawada Zaameer Ahammed Kottala Vakkala Fayaz Date:06.09.2021 ChiefFinancialofficer
Sd/Director (DIN:08739581)
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]
To, The Members of PVV Infra Limited Hyderabad.
Based on the disclosures/declarations received from Directors appointed on the Board of the Company, we hereby certify that as on March 31, 2021, none of the Directors on the Board of Company have been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.
Bharatiraju Vegiraju
Practicing Company Secretary
C. P. No: 14926
Date: 06.09.2021
Place : Mumbai
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
AUDITOR’S CERTIFICATE ON CORPORATEGOVERNANCE
To
The Members of Titan Intech Limited (Formerly known as Indovation Technologies Limited)
We have examined the Compliance with conditions of Corporate Governance of M/s. Titan Intech Limited for the year ended 31[st] March,2021 as stipulated in Regulation 34(3) read with Para E Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Compliance with the conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to review the procedures and implementations thereof adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us and representations made by the Directors and the Management’s, we certify that the company has compiled with conditions of the Corporate Governance as stipulated in Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the above mentioned Listing agreement.
As required by the guidance note issued by the institute of Chartered Accountants of India, we have to state that no grievances of investors are pending for a period exceeding one month against the Company as per the records maintained by the Company.
We further state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company.
For SMV & CO
Place:Hyderabad Date:30.06.2021
R. VAMSI KRISHNA Partner M No.229292
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
MANAGEMENT’S DISCUSSION & ANALYSISREPORT
INDUSTRY STRUCTURE AND DEVELOPMENTS:
The Indian lighting industry is evolving rapidly. There has been a shift from conventional Fluorescent Lighting (FTL and CFL) incandescent bulb and High Intensity Discharge (HID) lamps to LEDs owing to its energy efficiency. The conventional lighting is on a decline mode since four years and the market is currently going through a visible demand shift. India is the second most populous country in the world and yet, is only the fifth largest electricity consumer - a situation that has led to an ever-widening demand supply gap. However, the acceptance levels of the LEDs is now on a rise with higher demand being driven from the construction segment, replacement as well as rural India. There has been also a significant rise in the demand for battens, down lighters and smart lighting for households. The Electric Lamp and Component Manufacturers Association of India (ELCOMA) predicts that LED market will grow to Rs. 261 billion by 2020, taking the LED Market share to 80% of the total lightingIndustry.
Key factors that are expected to boost the market include declining LED prices coupled with favourable government initiatives to provide LED lights at subsidised cost. Under Street Lighting National Programme (SLNP), EESL seeks to replace 3.5 crore conventional steer lights with energy efficient LED lights across the country. At present, around 9 million street lights have been replaced with energy efficient LED lamps. The project is implemented across 23 States and UnionTerritories.
Additionally, other Government schemes introduced post 2014 include DDUGJY (DeenDayalUpadhyaya Gram JyotiYojana) to improve electrical supply in rural India, BijliHarGharYojana (Saubhagya) to electrify 40 million families in rural and urban areas and UnnatJyoti (UJALA) to distribute 770 million LEDs across 100 cities. Under UJALA over 350 million LED bulbs have been distributed to the consumers in India by the end of June2019.
Going ahead, smart, connected LED lights are the next big thing in the LED lighting market. Lighting systems are getting smarter as autonomous, self-commissioning illumination systems are emerging. The industry has switched from analogue to digital systems as LED lighting allows users to control, monitor and measure lighting output. This transformation is taking place across public, home and professional lighting, and these smart connected LED lights will emerge as the most widely adopted IoT devices within the next few years. Control devices, dimmers and wireless lighting with advanced sensors will cater to the needs of modern consumers. Technology adoption and consumer price sensitization will be thekey drivers of India’s LED growth story. The industry offers innumerable opportunities for growth over the next decade. With Government’s steady focus on promoting energy-efficient LEDs’, the industry would gradually shift towards a consolidation of the organised segment.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
LED LIGHTING AND ENVIRONMENT SENSITIVITY:
Lights can mean savings of 60 million units annually. One unit of energy calls for burning 0.49 Kg of Coal. In one year, the electrical savings can mean avoidance of burning 29,400MT of coal, implying reduction of emission of 51,690 MT greenhouse gases. Thus, with the growing environment consciousness, LED based lighting provides significant businessopportunity.
OPPORTUNITIES AND THREATS:
All round efforts for energy conservation, significant reduction of operating costs in respect of power consumption in corporate offices and 24x7 industries, possibility of providing distributed and decentralized lighting solutions in rural areas deprived of access to grid power and the thrust being given in this direction by various state agencies, corporate houses, NGOs are bound to provide a large demand for LED luminaries in both urban and rural environments. Quality of products proven reliability and competitive prices will be the differentiators with respect to competition. The strong in-house D&D base, ability to customize.
ROAD AHEAD:
Focus on rural market, stress on energy saving solutions in the domains of both indoor and outdoor lighting coupled with the Company’s forays to provide lighting solutions in Railways and Defense sectors open up large business opportunities. The Company’s ability to customize and make innovative products ensures continuous orders and addition of newclients.
The contribution by the lighting segment is expected to take off in a big way in the years to come with a major expansion plan on the anvil.
OUTLOOK FOR THE INDUSTRY:
Industry experts across the globe predict more than healthy growth rates for Lighting products. The same trends are expected to be valid for India which has demonstrated sustained growth rates in economy, better than many other countries even during the recent melt down. The concerted efforts for improving the rural infrastructure will greatly help the rural lighting market. Some quantitative indices are provided in the text of the annual report.
RISKS AND CONCERNS:
The issues involved have been covered in some detail elsewhere in the report. In an overall sense, the risk perceptions are not of threatening dimensions to considering the fact that has long and proven track record of successful product development, the industry segments targeted promise substantial business opportunities and the Company has a management team of committed and competent people.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
INTERNAL CONTROL SYSTEMS:
Efforts are on to improve this area with emphasis on cash flow management, quality surveillance and customer satisfaction.
FINANCIAL AND OPERATIONAL PERFORMANCE:
The Company has been going through a transition characterized by conscious withdrawal from Telecom and Infotech business and laying full focus on LED based products. The development efforts put in by the Company are expected to bear fruits in the years to come. The growth rates in the thrust areas of businesses, namely LED displays and lighting are in the upward swing.
HUMAN RESOURCES:
Co nscious strengthing of Human Resources is taking place both in the technical and management cadres of the Company. Availability of experienced people with proven track records in different fields is bound to help the Company’s operations in the long term perspective.
For and on behalf of the Board Titan Intech Ltd
Sd/-
Place:Hyderabad Zameer Ahammed Kottala Date:06.09.2021 Director
Director (DIN: 08747622)
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
SECRETARIAL AUDITREPORT
(Pursuant to section 204(1) of the Companies Act, 2013 and
Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 FOR THE FINANCIAL YEAR ENDED 31[st] MARCH 2021
To
The Members of M/s. Titan Intech Limited (Formerly known as Indovation Technologies Limited)
We have conducted the audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Titan Intech Limited (hereinafter called “the Company”). Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Company’s 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 financial year commencing from 1[st] April 2020 and ended 31[st] March 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
-
We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. Titan Intech Limited (“The Company”) for the financial year ended on 31[st] March 2021, according to the provisions of:
-
i. The Companies Act, 2013 (the Act) and the rules made there under for specified sections notified and came in to effect from 12[th] September2013 and sections and Rules notified and came in to effect from 1[st] April 2014 and thereafter;
-
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India(SEBI);
-
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
-
iv. The Securities and Exchange Board of India Act, 1992 (SEBI) and the Regulations, circulars,guidelines issued thereunder;
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
v. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment (FDI) and Overseas Direct Investment and External Commercial Borrowings;
-
Compliance status in respect of the provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) are not applicable to the Company under the financial year 2020-21.
-
i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: Complied with yearly and event-based disclosures.
-
ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009: Not Applicable as the company has not issued any shares during the year under review.
-
iii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable as the company has not delisted/ proposed to delist its equity shares during the year under review.
-
iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: Not Applicable as the Company has not bought back/ proposed to buy-back any of its securities during the year under review.
-
v. 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: Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the year underreview.
-
vi. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008: Not Applicable as the Company has not issued any debt securities during the year underreview.
-
vii. TheSecuritiesandExchangeBoardofIndia(ShareBasedEmployeeBenefits)Regulations,2014: Not Applicableas the Company has not issued any ESOPS during the year under review.
-
viii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 Insider Trading regulations: The Company has complied with all required disclosures from time to time as and when they areapplicable .
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
ix. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 were complied with to the extent applicable and
-
The company has framed various policies and displayed the same on the company’s website i.e. www.titanintech.in
-
Board DiversityPolicy
-
Policy on Preservation of Documents
-
Risk ManagementPolicy
-
Whistle BlowerPolicy
-
Related Party TransactionPolicy
-
Familiarization programme for Independent Directors.
-
Nomination and RemunerationPolicy
-
-
During the year the Company has conducted 4 Board Meetings, 4 Audit Committee Meetings, 4 Stakeholder Committee Meetings and 1 Independent Director’s Meeting, and We have also examined compliance with the applicable clauses of thefollowing:
-
i. Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors and General Meetingsand
-
ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
-
We further report that the Compliance by the Company of applicable financial laws like Direct and Indirect tax laws has not been reviewed thoroughly in this audit since the same have been subject to review by statutory financial audit and other designatedprofessionals.
-
During the financial year under report, the Company has complied with the provisions of the Companies Act, 2013 Rules, Regulations, Guidelines, Standards, etc., mentionedabove.
OBSERVATIONS:
(a) As per the information and explanations provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we reportthat
The provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of:
-
External Commercial Borrowings were not attracted to the Company under the financial year underreport;
-
Foreign Direct Investment (FDI) was not attracted to the company under the financial year
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
underreport;
Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiary abroad was not attracted to the company under the financial year underreport.
(b) We further reportthat:
-
The company has not appointed Company Secretary-Cum Compliance Officer for the financial year 2019-20.
-
The company has not paid the Annual Listing Fees of Rs.2,95,000/- for year2020-21.
-
BSE has imposed a fine of Rs.1,06,200/- for Non- Compliance with Regulations 6(1) of Securities and
-
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015
-
I have relied on the Management Representation made by the Managing Director for systems and mechanism formed by the Company to ensure the compliances under other applicable acts, laws, regulations which are listedbelow:
-
a) Information Technologies Act2000
-
b) Software Technology Park of India Rules and Regulations
-
c) Labour laws and Incidental laws related to Labour and Employees appointed by the Company either on its payroll or on contractual basis as related to Wages, Gratuity, Provident Fund, ESIC, Compensation etc.,
-
d) Clearance from Various Local Authorities.
For V B Raju& Associates
Sd/-
Place:Vijayawada BharatirajuVegiraju Date:31.08.2021 Practicing CompanySecretary M.No: F-8300. CP No: 14926
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
To
The Members of
M/s. Titan Intech Limited (Formerly known as Indovation Technologies Limited)
Our report of even date is to be read along with thisletter.
-
Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on ouraudit.
-
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness 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 ouropinion.
-
We have relied on the reports given by the concerned professionals in verifying the correctness and appropriateness of financial records and books of accounts of the company.
-
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of eventsetc.
-
The compliance of 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 testbasis.
-
The secretarial Audit report is neither an assurance as to future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of thecompany.
For V B Raju& Associates
Sd/-
Place:Hyderabad Date:06.09.2021
BharatirajuVegiraju Practicing CompanySecretary M. No: F-8300. CP No: 14926
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
S M V&CO
==> picture [69 x 60] intentionally omitted <==
CHARTERED ACCOUNTANTS
Flat No.103, H.No.2-2-1105/35&37, Reliance Avan’ s Arena, Tilak Nagar, Hyderabad-500044, Telangana E - Mail : [email protected] [email protected] Mobile : 99660 04380
INDEPENDENT AUDITORS' REPORT
To
The members of M/s. TITAN INTECH LIMITED
Report on the financial statements
We have audited the accompanying financial statements of M/S. TITAN INTECH LIMITED (“Company”), which comprise the Balance Sheet as at 31.03.2021, the Statement of Profit and Loss account and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information.
Management’s responsibility for the financial statements
Management is responsible for the preparation of the financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting standards referred to in section 133 of the Companies Act, 2013(“Act”), read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are in appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. (Contd..2)
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :
-
a) In the case of Balance Sheet, of the state of affairs of the company as at March 31,2021;
-
b) In the case of Statement of Profit and Loss, of the profit of the company for the period ended 31[st] Mar 2021; and
-
c) In the case of Cash Flow Statement, of the cash flows of the company for the period ended 31[st] Mar 2021.
Report on other legal and regulatory requirements
-
As required by the Companies (Audit Report) Order, 2016 issued by the Central Government of India in terms of sub-section 11 of section 143 of the Companies Act, 2013, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.
-
As required by section 143(3) of the Act, we report that:
-
a) We have obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the purposes of our audit;
-
b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;
-
c) The Balance Sheet, Statement of Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;
-
d) In our opinion, the Balance Sheet and Statement of Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013; read with Rule 7 of the Companies (Accounts) Rules, 2014.
(Contd..3)
Page
Annual Report 2020-21
~~:: 3 ::~~
==> picture [69 x 70] intentionally omitted <==
-
e) On the basis of written representations received from the Directors, as on 31st March, 2021 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2020 from being appointed as a Director in terms of section 164 (2) of the Companies Act, 2013.
-
f) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business.
-
g) In our opinion, and according to the information and explanations given to us, the company has disclosed the pending litigations of the company which will have impact on the financial statements.
-
h) In our opinion, and according to the information and explanations given to us, the company is not foreseeing any losses, and therefore the provision of the same does not arise.
-
i) In our opinion, and according to the information and explanations given to us, the company has not holding amounts such as unclaimed dividends, share application money etc requiring the transfer of the same to the Investor Education and Protection Fund.
For SMV & CO
Chartered Accountants
R. Vamsi Krishna M.no.229292 Date: 30.06.2021
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
The Annexure referred to in the Auditor's Report to the Members of M/s. TITAN INTECH LIMITED for the period ended 31st March, 2021.
-
1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
-
b) The fixed assets have been physically verified by the management during the period and no serious discrepancies have been noticed on such verification.
-
2) a) The stock of inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.
-
b) In our opinion, the procedures of physical verification of inventory followed by the management reasonable and adequate considering the size of the company and the nature of its business.
-
c) No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as appears from our examination of the books.
-
3) In our opinion and according to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, and therefore, the receipt of the principal amount and interest thereon and overdue thereon does not arise.
-
4) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit, we have not come across any instances of major weaknesses in internal control that in our opinion, requiring correction.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
-
~~5) In our opinion and according to the information and explanations given to us and as shown~~ by the books of accounts, the company has not accepted deposits within the meaning Section 73 to 76 of the Companies Act, 1956 and hence compliance of provisions of Section 73 to 76of the companies Act1956 does not arise.
-
6) The Central Government had not prescribed any cost records U/s. 148(1) of the Companies Act, 1956 and hence the maintenance of cost records does not arise.
-
7) a) According to the books and records examined by us and the information and explanations given to us, the company is regular in depositing with appropriate authorities the undisputed statutory dues in respect of GST, provided fund, ESI, income-tax, wealth-tax, service tax, salestax, customs duty and excise duty and there was undisputed statutory dues and arrears as at the date of the Balance Sheet under report for the period exceeding six months from the date they became payable except Income Tax.
-
b) According to the books and records examined by us and the information and explanations given to us, there was a disputed statutory dues in respect of provided fund, ESI, wealth-tax, service tax, sales-tax, customs duty and excise duty, GST etc.,
-
08) According to the books and accounts examined by us and the information and explanations given to us the company has not availed any loans from any of the financing institutions, bank or debenture holders and therefore the defaults thereof does not arise.
-
9) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.
-
10) According to the books and accounts examined by us and the information and explanations given to us the company has not taken any term loans during the year
-
11) During the course of our examination of the accounts of the company in accordance with generally accepted auditing practices, we have not come across any instances of fraud on or by the company, nor has the management, of any such instance being noticed or reported during the year.
For SMV & CO
Chartered Accountants
R. Vamsi Krishna M.no.229292 Date: 30.06.2021
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
TITAN INTECH LIMITED (Formerly known as M/s.Indovation Technologies Limited) Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna AP 520008 IN BALANCE SHEET AS ON 31st MARCH 2021
| TITAN INTECH LIMITED | TITAN INTECH LIMITED | TITAN INTECH LIMITED | TITAN INTECH LIMITED |
|---|---|---|---|
| (Formerly known as M/s.Indovation Technologies Limited) Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna AP 520008 IN BALANCE SHEET AS ON 31st MARCH 2021 |
|||
| Description | Schedule No. |
As at 31.03.2021 |
As at 31.03.2020 |
| SOURCES OF FUNDS Shareholder's Funds (a) Share Capital (b) Reserves & Surplus Loan Funds (a) Long Term Advances (b)Differed Tax liability- Net |
1 2 3 |
2,47,45,790 (2,33,63,366) 42,42,029 (6,61,877) |
2,47,45,790 (1,88,14,882) 49,05,559 (6,61,877) |
| T O T A L | 49,62,576 | 1,01,74,590 | |
| APPLICATION OF FUNDS Fixed Assets (a) Gross Block (b) Less: Depreciation (c ) Net Block Capital Work in Progress Current Assets, Loans & Advances (a) Sundry debtors (b) Cash and Bank Balances (c) Deposits (d) Inventories (e) Taxes And duties Receivable (f) Loans and Advances Less: Current Liabilities & Provisions Net Current Assets Miscellaneous Expenditure (To the extent not written off or adjusted) |
4 5 6 |
5,42,02,411 3,04,20,102 |
5,42,02,411 2,45,71,824 |
| 2,37,82,309 | 2,96,30,587 | ||
| - - - |
- - - 19,620 - 99,00,347 36,55,000 |
||
| 21,602 | |||
| - 99,00,347 57,77,469 |
|||
| 1,56,99,418 3,45,19,151 |
1,35,74,967 3,30,30,963 |
||
| (1,88,19,733) | (1,94,55,996) | ||
| T O T A L | 49,62,576 | 1,01,74,591 | |
| Disclosure of Accounting Policies and Notes on Accounts | |||
| Asper our attached report of even date | |||
| For SMV & Co Chartered Accounts (Reg.No:0156305) (R.Vamshi Krishna) Partner Mem No:229292 Place :Vijayawada Date:30.06.2021 |
For and on Behalf of the Board VAKKALA FAYAZ ZAMEER AHAMMED KOTTALA Director Director (DIN-08739581) (DIN-08747622) |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
TITAN INTECH LIMITED
(Formerly known as M/s.Indovation Technologies Limited)
Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna AP 520008 IN PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31.03.2021
| TITAN INTECH LIMITED (Formerly known as M/s.Indovation Technologies Limited) Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna AP 520008 IN PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31.03.2021 |
TITAN INTECH LIMITED (Formerly known as M/s.Indovation Technologies Limited) Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna AP 520008 IN PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31.03.2021 |
TITAN INTECH LIMITED (Formerly known as M/s.Indovation Technologies Limited) Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna AP 520008 IN PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31.03.2021 |
TITAN INTECH LIMITED (Formerly known as M/s.Indovation Technologies Limited) Plot No. 42, D.No. 54-28/3-5, Opp: Gurudwara, Behind OBC Bank Gurunanak Colony Vijayawada Krishna AP 520008 IN PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31.03.2021 |
|---|---|---|---|
| (Amount in Rs.) | |||
| Description | Schedule No. |
For the Year ending 31.03.2021 |
For the Year ending 31.03.2020 |
| INCOME Receipts 7 TOTAL EXPENDITURE Direct expenditure 8 Administration, Selling and other Expenses 9 Operating Expenditure 10 Finance Expenditure Depreciation TOTAL Net Profit Before Tax Net Profit after Tax Carried to Balance Sheet As per our attached report of even date |
. 71,49,293 |
. 70,89,300 |
|
| 71,49,293 | 70,89,300 | ||
| 71,49,293 | 70,89,300 | ||
| 30,65,000 8,73,500 8,65,000 10,46,000 58,48,277 |
45,91,690 11,88,827 6,07,024 5,15,959 59,87,981 |
||
| 1,16,97,777 | 1,28,91,481 | ||
| (45,48,484) (45,48,484) |
(58,02,181) (58,02,181) |
||
| For SMV & Co Chartered Accounts (Reg.No:0156305) (R.Vamshi Krishna) Partner Mem No:229292 Place :Vijayawada Date:30.06.2021 |
For and on Behalf of the Board VAKKALA FAYAZ ZAMEER AHAMMED KOTTALA Director Director (DIN-08739581) (DIN-08747622) |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
SCHEDULE : 1
SHARE CAPITAL
| SHARE CAPITAL | ||
|---|---|---|
| Particulars | As at 31.03.2021 | As at 31.03.2020 |
| Authorised : Share Capital 2,47,45,790 T O T A L 2,47,45,790 |
2,47,45,790 2,47,45,790 |
SCHEDULE : 2.
RESERVES & SURPLUS
| SCHEDULE : 2. RESERVES & SURPLUS |
||
|---|---|---|
| Particulars | As at 31.03.2021 | As at 31.03.2020 |
| Opening Balance Carry Forward Profit & Loss Account T O T A L |
(1,88,14,882) | (1,30,12,701) (58,02,181) |
| (45,48,484) | ||
| (2,33,63,366) | (1,88,14,882) |
SCHEDULE : 3
Long term Loans
| SCHEDULE : 3 Long term Loans |
||
|---|---|---|
| Particulars | As at 31.03.2021 | As at 31.03.2020 |
| Vehicle loan T O T A L |
42,42,029 | 49,05,559 |
| 42,42,029 | 49,05,559 |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
INDOVATION TECHNOLOGIES LIMITED
SCHEDULE : 4
Amount in Rs
| S.NO . |
PARTICULAR S |
GROSS BLOCK | GROSS BLOCK | GROSS BLOCK | GROSS BLOCK | DEPRECIATION BLOCK | DEPRECIATION BLOCK | DEPRECIATION BLOCK | DEPRECIATION BLOCK | NET BLOCK | NET BLOCK |
|---|---|---|---|---|---|---|---|---|---|---|---|
| AS AT 01.04.2020 |
Additions During the Year |
Deletion s |
AS AT 31.03.2021 |
UPTO 01.04.2020 |
FOR THE PERIOD |
Deletion s |
UPTO 31.03.2021 |
AS AT 31.03.2020 |
AS AT 31.03.2021 |
||
| 1 2 3 4 |
Computers & Accessories Furniture & Fittings Office Equipments vehicle |
59,91,524 15,43,907 3,93,10,827 73,56,153 |
- - - |
- - - |
59,91,524 15,43,907 3,93,10,82 7 73,56,153 |
58,62,535 10,06,876 1,64,76,38 8 12,26,026 |
51,596 74,701 56,70,38 4 51,596 |
- - - |
59,14,131 10,81,577 2,21,46,77 2 12,77,622 |
1,28,989 5,37,031 2,28,34,439 61,30,127 |
77,393 4,62,330 1,71,64,055 60,78,531 |
| TOTAL | 5,42,02,411 | - | - | 5,42,02,41 1 |
2,45,71,82 5 |
58,48,27 7 |
- | 3,04,20,10 2 |
2,96,30,586 | 2,37,82,309 | |
| PREVIOUS YEAR |
5,42,02,411 | - | - | 5,42,02,41 1 |
57,80,089 | 59,87,98 1 |
80,25,208 | 4,10,66,169 | 3,88,21,050 |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
| SCHEDULE : 5: | ||
|---|---|---|
| CURRENT ASSETS, LOANS & ADVANCES: | ||
| Particulars | As at 31.03.2021 | As at 31.03.2020 |
| CURRENT ASSETS: | ||
| Cash in hand | 10,154 | 10,354 |
| Sundry Debtors | ||
| Cash at Bank | 11,448 | 9,266 |
| Inventories | ||
| Closing Stock - Raw material | - | |
| Closing Stock - Work In Progress | - | |
| Closing Stock - Finished Goods | ||
| Deposits | ||
| LOANS & ADVANCES: | ||
| Advances to Creditors | 23,21,469 | |
| Other Advances | 34,56,000 | 36,55,000 |
| TDS & Advance Tax | - | |
| Excise Duty | 89,22,658 | 89,22,658 |
| VAT/GST | 9,77,689 | 9,77,689 |
| T O T A L | 1,56,99,418 | 1,35,74,967 |
| SCHEDULE: 6: | ||
| CURRENT LIABILITIES & PROVISIONS | ||
| Particulars | As at 31.03.2021 | As at 31.03.2020 |
| Other Advances | ||
| Sundry Creditors - Expenses | 3,41,79,151 | 3,15,28,189 |
| Expenses Payables | 3,40,000 | 7,62,812 |
| Provision for Taxation | 7,39,962 | |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
T O T A L 3,45,19,151 3,30,30,963
| SCHEDULE : 7: | |||||
|---|---|---|---|---|---|
| INCOME | |||||
| Particulars | As at 31.03.2021 | As at 31.03.2020 | |||
| Revenue From Operations | 41,64,293 | 70,89,300 | |||
| Other Income | 29,85,000 | ||||
| - | - | ||||
| T O T A L | 71,49,293 | 70,89,300 | |||
| SCHEDULE : 8: | |||||
| PURCHASE COST: | |||||
| Particulars | As at 31.03.2021 | As at 31.03.2020 | |||
| Purchases | 30,65,000 | 45,91,690 | |||
| T O T A L | 30,65,000 | 45,91,690 | |||
| SCHEDULE: 9: | |||||
| OPERATING EXPENDITURE | |||||
| Particulars | As at 31.03.2021 | As at 31.03.2020 | |||
| Staff Cost & Other Direct Expenses | 8,65,000 | 4,98,876 | |||
| Insurance For Vehicle | 1,08,148 | ||||
| 8,65,000 | 6,07,024 | ||||
| SCHEDULE : 10: | |||||
| ADMINISTRATION, SELLING AND OTHER EXPENSES: | |||||
| Particulars | As at 31.03.2021 | As at 31.03.2020 | |||
| Advertisement | 45,800 | 21,000 | |||
| Audit Fee | 35,000 | 35,000 | |||
| Bank Charges | 3,658 | 3,357 | |||
| Postage & Courier | 7,845 | 5,864 |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
| Printing Stationery | 21,485 | 27,410 | |
|---|---|---|---|
| Professional Charges | 14,587 | 12,350 | |
| Rates & taxes | 1,89,654 | 4,80,912 | |
| Electricity Charges | 26,587 | 24,354 | |
| Office maintanance | 30,154 | 30,000 | |
| Other Expenses | 64,587 | 72,000 | |
| Rent | 89,540 | 24,352 | |
| Telephone Charges | 65,848 | 75,110 | |
| Transportation Charges | 2,58,744 | 2,75,657 | |
| Travelling Expenses | 20,011 | 1,01,461 | |
| T O T A L | 8,73,500 | 11,88,827 | |
| SCHEDULE: 11: | |||
| FINANCE EXPENDITURE | |||
| Particulars | As at 31.03.2021 | As at 31.03.2020 | |
| Interest on vehicel loan | 5,49,779 | 5,15,959 | |
| other Interest | 4,96,221 | ||
| 10,46,000 | 5,15,959 |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
TITAN INTECH LIMITED
| TITAN INTECH LIMITED | TITAN INTECH LIMITED | TITAN INTECH LIMITED |
|---|---|---|
| CASHFLOW STATEMENT FOR THE YEAR ENDED 31st MARCH,2021 | ||
| Particulars | 31.03.2021 | 31.03.2020 |
| Rs | Rs. | |
| A. Cashflow from Operating Activities Profit before tax and extraordinary activities Depreciation (Increase)/Decrease in Inventories (Increase)/Decrease in Trade Receivables (Increase)/Decrease in Loans and Advances (Increase)/Decrease in Current Assests Increase/(Decrease) in Current Liabilities Increase/(Decrease) in Long Term Provisions Income Tax Paid Sub Total A B. Cashflow from Financing Activities Share Application Money Long Term Borrowings Received Other Long Term Liabilities Short Term Borrowings Received C.Cash Flows from Investing Purchase of Fixed Assets (Increase)/Decrease in Capital work in Progress (Increase)/Decrease in Investments Sub Total C |
(45,48,484) 58,48,277 - - - (21,22,469) 14,88,188 (6,63,530) - |
(58,02,181) 59,87,981 - - 4,15,63,117 (3,92,98,322) (49,99,455) - |
| 1,982 | (25,48,860) | |
| - (49,05,559) - - |
||
| - | (49,05,559) | |
| - - |
73,56,153 - - |
|
| - | 73,56,153 | |
| Net Decrease in cash and cash equivalents Opening cash and cash equivalents Closing cash and cash equivalents |
||
| 1,982 | (98,266) | |
| 19,620 21,602 |
1,17,886 19,620 |
|
| 1,982 | (98,266) | |
| Asper our Report of even date | For and on behalf of the board | |
| For SMV & Co Chartered Accounts (Reg.No:0156305) (R.Vamshi Krishna) Partner Mem No:229292 Place :Vijayawada Date:30.06.2021 |
For and on Behalf of the Board VAKKALA FAYAZ ZAMEER AHAMMED KOTTALA Director Director (DIN-08739581) (DIN-08747622) |
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
Form No. MGT-11 Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN: L72200AP1984PLC004380
Name ofthecompany: TITAN INTECHLIMITED
Registeredoffice: PLOT NO. 42, D.NO. 54-28/3-5, OPPOSITE: GURUDWARA, BEHIND OBC BANK, GURUNANAK COLONY VIJAYAWADA –520008
Name of the member(s): Registered Address: E-mail Id: Folio No./Client Id: DP ID:
I/We, being the member(s)of .................. shares of the above named company, herebyappoint
-
Name: Address: E-mailId: Signature ..................... , or failing him 2. Name: Address: E-mailId: Signature ..................... , or failing him
-
Name: Address: E-mailId: Signature: …………….
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 35[th] Annual General Meeting of the Company, to be held on Thursday, 30[th] day of September, 2021 at 3.00 pm at Plot No. 42, D.No. 54-28/3-5, Opposite: Gurudwara, Behind OBCBank, GurunanakColony,Vijayawada – 520008and at any adjourned meeting thereof in respect of such resolutions as are indicated below:
Resolutions:
- Approval of financial statements for the year ended31.03.2021.
Signed this …..… day of .................. 2021
Signature of shareholder
==> picture [57 x 53] intentionally omitted <==
----- Start of picture text -----
Affix
Revenue
Stamp
----- End of picture text -----
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
TITAN INTECH LIMITED
PLOT NO. 42, D.NO. 54-28/3-5, OPPOSITE: GURUDWARA, BEHIND OBC BANK, GURUNANAK COLONY VIJAYAWADA – 520008
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
ATTENDANCESLIP
(Please present this slip at the Meeting venue)
I hereby record my presence for the 35[th] Annual General Meeting of the members to be held on Thursday, 30[th] day of September, 2021 at 3.00 pm at Plot No. 42, D.No- 54-28/3-5, Opposite: Gurudwara, Behind OBC Bank, Gurunanak Colony, Vijayawada – 520008 and at any adjourned meetingthereof.
Shareholders/Proxy‘sSignature Shareholders/Proxy‘sfullname
(In blockletters)
Folio No./ ClientID
No. of sharesheld
Note:
Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at the entrance of the meeting hall.
==> picture [528 x 15] intentionally omitted <==
----- Start of picture text -----
ROUTE MAP FORAGM
----- End of picture text -----
==> picture [522 x 261] intentionally omitted <==
Page
Annual Report 2020-21
==> picture [69 x 70] intentionally omitted <==
COURIER
Annual Report
If Undelivered, please return to:
TITAN INTECHLIMITED
(Formerly known as INDOVATION TECHNOLOGIES LTD) Plot No.
42, D.No:54-28/3-5,
Opposite: Gurudwara, Behind OBC Bank
Gurunanak Colony
Vijayawada – 520008
Page