A Oneindia Venture
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Titan Intech Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your Directors have pleasure in presenting before you the 41st Board Report on the Company''s business and
operations, together with the audited standalone financial statements for the financial year ended
March 31, 2025.
Financial performance
The financial highlights (standalone) of the Company''s operations are as follows:
|
Particulars |
2024-25 |
2023-24 |
|
Total Income |
2710.58 |
4404.96 |
|
Total Expenditure |
2243.32 |
3742.83 |
|
Profit before Tax |
467.26 |
662.13 |
|
Total Tax expenses |
70.09 |
99.32 |
|
Profit after Tax |
397.17 |
562.81 |
|
EPS (in Rs) |
1.30 |
4.87 |
Performance
The total revenue of the Company for the financial year ended March 31, 2025 was Rs. 2710.58 lakhs as
compared to the previous year''s total revenue of Rs. 4404.96 lakhs. During FY 2024-2025, the Company has
a net profit of Rs 397.17 lakhs as against the previous year''s net profit of Rs. 562.81 lakhs.
Business Update
"3D Display & Al-Integrated Educational Platforms"
Company is developing a next-generation immersive education platform integrating 3D content
development, AI-enabled embedded systems, and multiformat 2D & 3D display hardware. The project
targets engineering, vocational (ITI, Diploma), medical, science, and intermediate education sectors.
Passive Polarized 3D Interactive Whiteboards (LCD/LED) ⢠AR/VR Learning Modules with custom hardware-
software stacks ⢠Glasses-Free Light Field 3D Displays (Naked-Eye 3D) ⢠AI-powered gesture control &
interactive simulations ⢠Curriculum-aligned 3D asset libraries for 10 engineering disciplines ⢠Multi-size
Educational Displays (40"-136") for classrooms, labs, and auditoriums ⢠Full IT and cloud ecosystem
integration for hybrid learning.
⢠Positioned at the intersection of EdTech, AI, immersive learning, and national skilling missions (NEP 2020,
Digital India, Skill India). ⢠Scalable model with low hardware dependency leveraging existing IT
infrastructure. ⢠Early pilot success enables rapid adoption across India''s large education sector. â¢
Proprietary IP in 3D display technology positions Titan Intech uniquely against conventional EdTech players.
⢠Growing market opportunity with multiple monetization streams and strong government alignment.
Change in the nature of business
There was no change in the nature of business of the Company during the financial year ended on
March 31, 2025.
Secretarial Standards
Your Company has devised proper systems to ensure compliance with the provisions of all the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively. During the year under review, your Company has complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India.
Share Capital
During the F.Y. 2024-25, the authorised share capital of the Company is increased from Rs 23,00,00,000/-
(Rupees Twenty three crores only) divided into 2,30,00,000 (Two crores thirty lakhs) equity shares of Rs 10/-
each to Rs 55,00,00,000 (Rupees Fifty five crores only) divided into 5,50,00,000 (Five crore fifty lakhs) equity
shares of Rs 10/- each.
Subsequent to the end of FY 2024-25, the Company has not increased the authorised share capital.
During the year under review, the Company has allotted 88,28,812 Bonus shares to the shareholder of the
Company
The paid up equity share capital of the Company as on date of this report is Rs. 31,51,03,910/- (Rupees Thirty
one crores fifty one lakhs three thousand nine hundred and ten only) divided into 3,15,10,391 (Three crore
fifteen lakhs Ten thousand three hundred and ninety one) equity shares of Rs. 10/- each.
Transfer to reserves
No amount has been transferred to reserves during the year.
Dividend
Your Board of Directors has not declared any dividend during the year.
Buy Back of shares
The Company has not bought back any of its securities during the financial year ended March 31, 2025.
Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS). The standalone financial statements of the
Company forming part of the Annual Report have been prepared and presented in accordance with all the
material aspects of the Indian Accounting Standards (''Ind AS'') as notified under section 133 of the Companies
Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rules
issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
Deposits
The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013
and as such, no amount on account of principal or interest on public deposits was outstanding as on the date
of the balance sheet.
Significant and material orders passed by the regulators
There are no significant or material orders passed by the Regulators / Courts which would impact the going
concern status of your Company and its future operations.
Material changes and commitments
There were no material changes and commitments, affecting the financial position of the Company between
the end of the financial year March 31, 2025, to which the financial statements relates and the date of signing
of this report.
Board of Directors
i. During the year under review the Board of Directors of the Company has appointed Mr. Kumarraju
Rudraraju (DIN: 00209775) as an Additional Director of the Company under the category of Independent
Director effective from November 27, 2024. His appointment was subsequently regularized by the members
of the Company through Postal ballot notice.
ii. the Board of Directors of the Company has appointed Narsimharao Venkata Laxmi Venuturupalle (DIN:
10565686) as an Additional Director of the Company under the category of Independent Director effective
from November 27, 2024. His appointment was subsequently regularized by the members of the Company
through Postal ballot notice.
iii. the Board of Directors of the Company has appointed Bhavani Prasad Kale (DIN: 01809067) as an
Additional Director of the Company under the category of Executive Director effective from 03 January 2025.
His appointment was subsequently regularized by the members of the Company through Postal ballot notice.
iv. the Board of Directors of the Company has appointed Venkata Subba Rao Elchuri (DIN: 09772309) as an
Additional Director of the Company under the category of Independent Director effective from November
14, 2024. His appointment was subsequently regularized by the members of the Company through Postal
ballot notice.
v. the Board of Directors of the Company has appointed Bharath Pavuluri (DIN: 07753959) as a Director of
the Company under the category of Non- Executive Director effective from November 28, 2024. He ceased
as a director w.e.f. 30.05.2025.
Key Managerial Personnel
During the year under review, there was change in the CFO of the Company and also appointments and
cessation of directors was done.
Declaration by the Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that
they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act,
2013, rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directors
have also confirmed that they have complied with the Company''s code of conduct.
Nomination and Remuneration Policy:
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the Listing
Regulations, the Nomination and Remuneration Committee has formulated a policy relating to the
nomination and remuneration for the Directors and the Key Managerial Personnel (KMP). The current policy
is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board and separate its functions of governance and management. The policy of the
Company on directors'' appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters are adopted as per the provisions of the
Companies Act, 2013. The detailed policy is available on the Company''s website at www.titanintech.in
Board Evaluation
The parameters and the process for evaluation of the performance of the Board and its Committees have
been explained in the Corporate Governance Report.
Familiarisation Programme
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
details of the familiarization programme of the Independent Directors are available on the website of the
Company at www.titanintech.in
Meetings of the Board of Directors
The Board of Directors of the Company duly met 10 (Ten) times during the financial year. The intervening gap
between any two meetings was within the prescribed period. The details of the Board meetings is given in
the Corporate Governance Report.
Committees of the Board
We have in place all the Committees of the Board which are required to be constituted under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report section
in this Board''s Report.
Subsidiary, Associate and Joint Venture Companies
There are no Subsidiaries, Associates and Joint Ventures as at the end of the financial year March 31, 2025.
Statutory Auditors
At the 39th AGM of the Company, the members approved appointment of M/s. SMV & Co. Chartered
Accountants, Hyderabad having Firm registration number 015630S as Statutory Auditors of the Company for
a period of 5 years from the conclusion of that AGM.
The Auditors'' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. The
Report is enclosed with the financial statements in this Annual Report.
Internal Auditors
The Company has external firms of Chartered Accountants acting as internal auditors that reviews internal
controls and operating systems and procedures as per the scope of audit. The Internal Audit Reports of the
Company are reviewed by the Audit Committee on quarterly basis.
The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal
Auditors of your Company every year in compliance with Section 138 of the Act read with the Companies
(Accounts) Rules, 2014.
The Board of Directors has reappointed Kota and Associates, Chartered Accountants as Internal Auditor of
the Company for the FY 2024-25. The recommendations of the internal audit team on improvements required
in the operating procedures and control systems are also presented to the Audit Committee, for the teams
to use these tools to strengthen the operating procedures.
Cost Audit
Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not applicable to the Company for the
financial year ended March 31, 2025.
Statement showing the names of the top ten employees in terms of remuneration drawn and the name
of every employee
A statement showing the names of the top ten employees in terms of remuneration drawn and the name
of every employee is annexed to this report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Sambhu Prasad Hanumath
Venkata Srinaga Mukkamala (COP Number: 11723) Practicing Company Secretary as Secretarial Auditors to
conduct Secretarial audit of the Company for the FY 2024-25.
The Secretarial Audit Report issued by Mr. Sambhu Prasad Hanumath Venkata Srinaga Mukkamala, Practicing
Company Secretary in form MR-3 is enclosed to this Annual Report.
Corporate Social Responsibility (CSR)
During the year under review, the provisions of the section 135 of the Companies Act, 2013 are not applicable
to the Company.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report highlighting the industry structure and developments, opportunities and threats, outlook,
risks and concerns etc. is part of this Annual Report.
Corporate Governance
The detailed 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 to this Annual Report.
Statement containing additional information as required under Schedule V of the Companies Act, 2013
A statement containing additional information as required under Clause IV of Section II of Part II of Schedule
V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this
Annual Report.
Risk Management
During the year, the risk assessment parameters were reviewed and modified. The audit committee reviewed
the element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no major
elements of risk which have the potential of threatening the existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms for the
proactive identification and prioritization of risks based on the scanning of the external environment and
continuous monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The
robust governance structure has also helped in the integration of the Enterprise Risk Management process
with the Company''s strategy and planning processes where emerging risks are used as inputs in the strategy
and planning process. Identified risks are used as one of the key inputs in the strategy and business plan.
Internal Financial Control Systems and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud,
error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation
of reliable financial disclosures.
Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, including the audit of internal financial controls over financial reporting by the statutory
auditors and the reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company''s internal financial controls were adequate and
effective during FY 2024-25. Please refer Internal control systems and adequacy" in the Management
Discussion and Analysis report.
Consolidated financial statements
The Company has prepared the financial statements for the financial year ended March 31, 2025 on
standalone basis, since there were no subsidiaries or associates of the Company as at the end of the FY 2024¬
25.
Whistle blower Policy/Vigil Mechanism
Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for directors and employees to report concerns about unethical
behaviour. The said Policy provides for adequate safeguard against victimization of directors/employees who
avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No
person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been
placed on website of the Company and web link thereto is www.titanintech.in
During the year, there were no whistle blower complaints received by the Company.
Reporting of Fraud by the Auditors
During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not
reported any instances of frauds committed in the Company by its officers or employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013 details of which need to be mentioned in this
Report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 will
be uploaded on the Company''s website at www.titanintech.in
Prevention of Sexual Harassment of Women at Workplace
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has always provided a safe and harassment free workplace for every individual working in its
premises through various policies and practices. The company always endeavours to create and provide an
environment that is free from discrimination and harassment including sexual harassment. The Company has
been actively involved in ensuring that the employees are aware of the provisions of the POSH Act and rights
thereunder. In the year under review, the Company has not received any such complaint from any employee.
Particulars of Loans, Guarantees or Securities or Investments
The Company has not given any loans / guarantees or made any investments during the year under review.
Related party transactions
All transactions entered with related parties for the year under review were on arm''s length basis and in the
ordinary course of business. There were no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. All related party transactions are placed before
the Audit Committee and also before the Board for approval, where ever required. The Company has
developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such
transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the
Company''s website www.titanintech.in
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188
is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is
annexed herewith as Annexure-III to this Report.
Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and
outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo
required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014 are forming part of this Report.
Human Resources
Employees are our most valuable assets and key to the success of your Company. We are committed to hiring
and retaining the best talent. We always strive towards collaborative, transparent and participative
organization culture, and reward individual contribution and innovation.
Directors'' responsibility statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors''
Responsibility Statement, the Board of Directors of the Company hereby confirms:,
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
ii. such accounting policies as mentioned in the notes to the financial statements have been selected and
applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the
statement of profit of the Company for that period;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. the annual accounts for the year 2024-25 have been prepared on a going concern basis.
v. that the Directors, had laid down internal financial controls to be followed by the Company that such
internal financial controls were adequate and were operating effectively.
vi. that system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and Analysis as
explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates
and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and
regulations. Actual results might differ materially from those either expressed or implied in the statement
depending on the circumstances.
Acknowledgement
The Board of Directors takes this opportunity to place on record its appreciation to all the stakeholders of
the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the
support received from them during the year under review. The Directors also wish to place on record their
deep sense of gratitude and appreciation of all the employees for their commitment and contribution
towards achieving the goals of the Company.
For and on behalf of the Board of Titan Intech Limited
Sd/- Sd/-
Place: Hyderabad Bhavani Prasad Kale Sunil Ghanathe
Date: 31-07-2025 Wholetime Director Wholetime Director
(DIN: 01809067) (DIN: 10407273)
Mar 31, 2024
Your Directors have pleasure in presenting before you the 40th Board Report on the Company''s business and operations, together with the audited standalone financial statements for the financial year ended March 31, 2024.
The financial highlights (standalone) of the Company''s operations are as follows:
|
(Rs. in Lakhs) |
||
|
Particulars |
2023-24 |
2022-23 |
|
Total Income |
4404.96 |
1472.84 |
|
Total Expenditure |
3742.83 |
1266.74 |
|
Profit before Tax |
662.13 |
206.10 |
|
Total Tax expenses |
99.32 |
30.91 |
|
Profit after Tax |
562.81 |
175.18 |
|
EPS (in Rs) |
4.87 |
3.99 |
The total revenue of the Company for the financial year ended March 31, 2024 was Rs. 4404.96 lakhs as compared to the previous year''s total revenue of Rs. 1472.84 lakhs. During FY 2023-2024, the Company has a net profit of Rs 562.81 lakhs as against the previous year''s net profit of Rs. 175.18 lakhs.
Business UpdateSigned Memorandum of Understanding (MOU) for installation of Automatic Rain Gauges (ARG) and Automatic Weather Stations (AWS) in Uttar Pradesh Government Project with M/s. Obel Systems Private Limited
Our Company has signed MOU with M/s. Obel Systems Private Limited, as project implementation and financial assistance partner for the project awarded by the state of Uttar Pradesh on August 23 2024 for installation of 27939 Automatic Rain Gauges (ARG) and Automatic Weather Stations (AWS) in 27838 gram panchayat locations in 36 districts of Uttar Pradesh which provides key inputs for forewarning and mitigation of climatic risks and catastrophic events and protect agriculture risks, a Government of India Initiative.
Change in the nature of business
There was no change in nature of the business of the Company during the financial year ended on March 31, 2024.
Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.
During the F.Y. 2023-24, the authorised share capital of the Company is increased from Rs 13,00,00,000/-(Rupees Thirteen crores only) divided into 1,30,00,000 (one crore thirty lakhs) equity shares of Rs 10/- each to Rs 23.00,00,000 (Rupees Twenty three crores only) divided into 2,30,00,000/- (Two crore thirty lakhs) equity shares of Rs 10/- each.
Subsequent to the end of FY 2023-24, the Company has increased the authorised share capital to 35,00,00,000 (Thirty five crores).
During the year under review, the Company has allotted number of Bonus shares to the shareholder of the Company
The paid up equity share capital of the Company as on date of this report is Rs. 30,46,03,910/- (Rupees Thirty crore forty six lakhs three thousand nine hundred and ten only) divided into 3,04,60,391 (Three crore four lakh sixty thousand three hundred and ninety one) equity shares of Rs. 10/- each.
No amount has been transferred to reserves during the year.
Your Board of Directors has not declared any dividend during the year.
The Company has not bought back any of its securities during the financial year ended March 31, 2024.
Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS). The standalone financial statements of the Company forming part of the Annual Report have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (''Ind AS'') as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
Significant and material orders passed by the regulators
There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.
Material changes and commitments
There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year March 31, 2024, to which the financial statements relates and the date of signing of this report.
i. During the year under review the Board of Directors of the Company has appointed Mrs. Padmasree Kunapareddy (DIN: 10267450) as an Additional Director of the Company under the category of Independent Director effective August 14, 2023 up to the date of the ensuing annual general meeting. Her appointment was subsequently regularized by the members of the Company at the previous annual general meeting of the Company.
ii. the Board of Directors of the Company has appointed Padmanabharao Pokuri (DIN: 08312509) as an Additional Director of the Company under the category of Independent Director effective August 14, 2023 up to the date of the ensuing annual general meeting. His appointment was subsequently regularized by the members of the Company at the previous annual general meeting of the Company.
iii. the Board of Directors of the Company has appointed Sunil Ghanathe (DIN: 10407273) as an Additional Director of the Company under the category of Executive Director effective November 29, 2023 up to the date of the ensuing annual general meeting. His appointment was subsequently regularized by the members of the Company by passing resolution through postal ballot on 17 January 2024.
iv. the Board of Directors of the Company has appointed Yeda Kiran Kumar (DIN: 08068075) as an Additional Director of the Company under the category of Independent Director effective October 18, 2023 up to the date of the ensuing annual general meeting. His appointment was subsequently regularized by the members of the Company by passing resolution through postal ballot on 17 January 2024.
During the year under review, there was no change in the KMP''s of the Company
Declaration by the Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.
Nomination and Remuneration Policy:
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee has formulated a policy relating to the nomination and remuneration for the Directors and the Key Managerial Personnel (KMP). The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The detailed policy is available on the Company''s website at www.titanintech.in
The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the Corporate Governance Report.
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the familiarization programme of the Independent Directors are available on the website of the Company at www.titanintech.in
Meetings of the Board of Directors
The Board of Directors of the Company duly met 10 (Ten times) during the financial year. The intervening gap between any two meetings was within the prescribed period. The details of the Board meetings is given in the Corporate Governance Report.
We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Board''s Report.
Subsidiary, Associate and Joint Venture Companies
There are no Subsidiaries, Associates and Joint Ventures as at the end of the financial year March 31, 2024.
At the 39th AGM of the Company, the members approved appointment of M/s. SMV & Co. Chartered Accountants, Hyderabad having Firm registration number 015630S as Statutory Auditors of the Company for a period of 5 years from the conclusion of that AGM.
The Auditors'' Report for FY 2023-24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.
The Company has external firms of Chartered Accountants acting as internal auditors that reviews internal controls and operating systems and procedures as per the scope of audit. The Internal Audit Reports of the Company are reviewed by the Audit Committee on quarterly basis.
The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors of your Company every year in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.
The Board of Directors has reappointed Kota and Associates, Chartered Accountants as Internal Auditor of the Company for the FY 2023-24. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.
Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not applicable to the Company for the financial year ended March 31, 2024.
Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Bharatiraju Vegiraju (COP Number: 14926) Practicing Company Secretary as Secretarial Auditors to conduct Secretarial audit of the Company for the FY 2023-24.
The Secretarial Audit Report issued by Mr. Bharatiraju Vegiraju, Practicing Company Secretary in form MR-3 is enclosed to this Annual Report.
Corporate Social Responsibility (CSR)
During the year under review, the provisions of the section 135 of the Companies Act, 2013 are not applicable to the Company.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, outlook, risks and concerns etc. is part of this Annual Report.
The detailed 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 to this Annual Report.
Statement containing additional information as required under Schedule V of the Companies Act, 2013
A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.
During the year, the risk assessment parameters were reviewed and modified. The audit committee reviewed the element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no major elements of risk which have the potential of threatening the existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The robust governance structure has also helped in the integration of the Enterprise Risk Management process with the Company''s strategy and planning processes where emerging risks are used as inputs in the strategy and planning process. Identified risks are used as one of the key inputs in the strategy and business plan.
Internal Financial Control Systems and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24. Please refer Internal control systems and adequacy" in the Management Discussion and Analysis report.
Consolidated financial statements
The Company has prepared the financial statements for the financial year ended March 31, 2024 on standalone basis, since there were no subsidiaries or associates of the Company as at the end of the FY 202324.
Whistle blower Policy/Vigil Mechanism
Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. The said Policy provides for adequate safeguard against victimization of directors/employees who avail of such mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on website of the Company and web link thereto is www.titanintech.in
During the year, there were no whistle blower complaints received by the Company.
Reporting of Fraud by the Auditors
During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which need to be mentioned in this Report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be uploaded on the Company''s website at www.titanintech.in
Prevention of Sexual Harassment of Women at Workplace
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has been actively involved in ensuring that the employees are aware of the provisions of the POSH Act and rights thereunder. In the year under review, the Company has not received any such complaint from any employee.
Particulars of Loans, Guarantees or Securities or Investments
The Company has not given loans / guarantees or made any investments during the year under review.
All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee and also before the Board for approval, where ever required. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.titanintech.in
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as Annexure-III to this Report.
Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are forming part of this Report.
Employees are our most valuable assets and key to the success of your Company. We are committed to hiring and retaining the best talent. We always strive towards collaborative, transparent and participative organization culture, and reward individual contribution and innovation.
Directors'' responsibility statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:,
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the statement of profit of the Company for that period;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts for the year 2023-24 have been prepared on a going concern basis.
v. that the Directors, had laid down internal financial controls to be followed by the Company that such internal financial controls were adequate and were operating effectively.
vi. that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
The Board of Directors takes this opportunity to place on record its appreciation to all the stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation of all the employees for their commitment and contribution towards achieving the goals of the Company.
Mar 31, 2015
Dear Members,
We have pleasure in presenting the 31st Annual report together with
Audited accounts for the year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRES:
(Rs. in lakhs)
Particulars 2014-2015 2013-14
Gross Income 689.46 5.27
Profit Before Interest and Depreciation 35.25 (21.74)
Finance Charges 0 0
Gross Profit 35.25 (21.74)
Provision for Depreciation 22.45 8.21
Net Profit Before Tax 12.8 (15.81)
Provision for Tax 3.95 0
Net Profit After Tax 8.84 (15.81)
Balance of Profit brought forward 8.84 (15.81)
Balance available for appropriation 0 0
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0
Transfer to General Reserve 0 0
Surplus carried to Balance Sheet 8.84 (15.81)
During the year under review, the Company has recorded an income of Rs.
689.46 lakhs and the profit of Rs. 12.80 lakhs as against the income of
Rs. 5.27 lakhs and reported loss of Rs. (15.81) Lakhs in the previous
financial year ending 31.03.2014.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial
position of the company between 31st March and the date of Board's
Report.
3. CHANGE IN THE NATURE OF BUSINESS:
During the period under review and the date of Board's Report there was
no change in the nature of Business.
4. DIVIDEND:
Your Directors express their inability to recommend any dividend for
the financial year 2014-15.
5. BOARD MEETINGS:
The Board of Directors met 6 times during the year on 27.05.2014,
12.08.2014, 14.11.2014, 05.12.2014, 13.02.2015 and 14.02.2015 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 and the maximum gap between any two meetings
was less than four months, as stipulated under Clause 49.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
a) During the year, Mr. G. Madhava Rao and Mr. N. Venkata Simhadri were
appointed as an Additional Directors. Now the Board proposes to appoint
them as Independent Directors.
The Board of Directors of the Company has decided to adopt the
provisions with respect to appointment and tenure of Independent
Directors which is consistent with the Companies Act, 2013. In line
with the requirements of the Companies Act, 2013, it is therefore
proposed to appoint existing additional director in the independent
category, as Independent Director on the Board of the Company for a
term up to five consecutive years. A brief profile of proposed
Independent Director, including nature of her expertise, is provided in
this Annual Report.
Notice has been received from a Member proposing candidature of the
Directors namely Mr. G. Madhava Rao and Mr. N. Venkata Simhadri for the
office of Independent Director of the Company. In the opinion of the
Board, they fulfill the conditions specified in the Companies Act, 2013
and the Rules made there under for appointment as Independent Directors
of the Company.
b) Mr. N. Suryanarayana Raju, Mr. K. Chaitanya Varma and Mrs. N.
Satyavathi have resigned from the post of Director w.e.f. 05.12.2014.
c) Mr. N. Sanyasi Raju has resigned from the post of Director w.e.f.
13.02.2015.
d) Ms. Navneet Kaur Virk is appointed as a Whole Time Director with
effect from 30.06.2015 and the same is proposed for approval of the
members.
e) Mr. Y. Sravan Kumar is appointed as Chief Financial Officer of the
company with effect from 30.06.2015
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 clause 49 of the Equity Listing Agreement.
2.3 "Independent Director" means a director referred to in sub-section
(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of
the Equity Listing Agreement.
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 any be prescribed, from time to time,
under the companies Act, 2013, Equity listing Agreements 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
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 Clause 49 of the
Equity Listing Agreement.
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 finance year immediately preceding the finance 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
(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;
(iii) holds together with his relatives two per cent or more of the
total voting power of the company; or
(iv) 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
(v) 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 disciplines 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 A ct, 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 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.
For the purpose of considering the limit of the committee, Audit
committee and stakeholder's 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.
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 Finance Officer; and
(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 clause 49 of the Equity Listing
Agreement.
3. Policy:
3.1 Remuneration to Executive Director 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
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 Director 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 sir tng 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 sir tng fees.
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 sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from Mr. Chanakya
Bellam, Mr. G. Madhava Rao and Mr. N. Venkata Simhadri, Independent
Directors of the Company under Section 149(7) of the Companies Act,
2013 that they as Independent Directors of the Company meet with the
criteria of their Independence laid down in Section 149(6).(Format
Annexure II)
8. COMPOSITION OF AUDIT COMMITTEE:
Audit Committee:
I) The Audit Committee of the Company is constituted in line with the
provisions of Clause 49 of the Listing Agreements with the Stock
Exchanges read with Section 177 of the Companies Act, 2013.
II) The terms of reference of the Audit Committee include a review of
the following:
* 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, of 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:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning
financial statements and
7. 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.
* 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.
III) The previous Annual General Meeting of the Company was held on
30.09.2014 and Chairman of the Audit Committee, attended previous AGM.
IV) The composition of the Audit Committee and the attendance of each
member of the Audit Committee are given below:
The Company has complied with all the requirements of Clause 49 (II)
(A) of the Listing Agreement relating to the composition of the Audit
Committee. During the financial year 2014-2015, (4) four meetings of
the Audit Committee were held on the 27.05.2014, 12.08.2014, 14.11.2014
and 14.02.2015.
The details of the composition of the Committee and attendance of the
members at the meetings are given below:
Name Designation Category No. of No. of
meetings meetings
held attended
Mr. Chanakya Bellam Chairman NED (I) 4 4
Mr. G. Madhava Rao@ Member NED (I) 4 1
Appt
w.e.f.
05.12.
2014
Mr. N. Venkata Member NED{I) 4 1
Simhadri@ Appt
w.e.f.
05.12.
2014
Mrs. N. Satyavathi* Chairman NED (I) 4 3
Mr. N. Raju Sanyasi* Member NED (I) 4 3
* Mrs. N. Satyavathi has resigned w.e.f. 05.12.2014
* Mr. N. Raju Sanyasi has resigned w.e.f. 13.02.2015
@Appointed as Director w.e.f. 05.12.2014
NED (I): Non Executive Independent Director
NOMINATION & REMUNERATION COMMITTEE:
The details of composition of the Committee are given below:
Name Designation Category No. of No. of
meetings meetings
held attended
Mr. Chanakya Bellam Chairman NED (I) 1 1
Mr. G. Madhava Rao Member NED (I) 1 1
Mr. N. Venkata Simhadri Member NED(I) 1 1
NED (I): Non Executive Independent Director
Terms of reference:
The main term of reference of the Committee is to approve the
fixation/revision of remuneration of the Managing Director/Whole Time
Director of the Company and while approving:
* To take into account the financial position of the Company, trend in
the industry, appointee's qualification, experience, past performance,
past remuneration etc.
* To bring out objectivity in determining the remuneration package
while striking a balance between the interest of the Company and the
Shareholders.
Remuneration Policy:
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
shouldered, individual performance etc.
No remuneration has been paid to any of the Directors of the Company.
STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTOR GRIEVANCE AND
SHARE TRANSFER COMMITTEE):
A. Composition:
The Details of composition of the Committee are given below:
Name Designation Category
Mr. Chanakya Bellam Member NED (I)
Mr. G. Madhava Rao@ Member NED (I)
Mr. N. Venkata Simhadri@ Member NED(I)
Mrs. N. Satyavathi* Chairman NED (I)
Mr. N. Raju Sanyasi* Member NED (I)
* Mrs. N. Satyavathi has resigned w.e.f. 05.12.2014
* Mr. N. Raju Sanyasi has resigned w.e.f. 13.02.2015
@Appointed as Director w.e.f. 05.12.2014
NED (I): Non Executive Independent Director
B. Powers:
The Committee has been delegated with the following powers:
* to redress shareholder and investor complaints relating to transfer
of shares, Dematerialization of Shares, non-receipt of Annual Reports,
non-receipt of declared dividend and other allied complaints.
* to approve, transfer, transmission, and issue of duplicate / fresh
share certificate(s)
* Consolidate and sub-division of share certificates etc.
* To redress, approve and dispose off any, other complaints,
transactions and requests etc., received from any shareholder of the
company and investor in general.
The Board has delegated the power to process the transfer and
transmission of shares to the Registrar and Share Transfer Agents, who
process share transfers within a week of lodgment in the case of shares
held in physical form.
RISK MANAGEMENT COMMITTEE A. Composition:
The Details of composition of the Committee are given below:
Name Designation Category No. of No. of
meetings meetings
held attended
Mr. Chanakya Bellam Chairman NED (I) 1 1
Mr. G. Madhava Rao Member NED (I) 1 1
Mr. N. Venkata Simhadri Member NED (I) 1 1
NED (I) : Non Executive Independent Director
Role and Responsibilities of the Committee includes the following:
* 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 minimization.
* 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.
9. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013
the Board of Directors hereby confirms that:
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors have prepared the Annual accounts on a going concern
basis.
e. The Directors of the Company had laid down internal financial
controls and 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.
11. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.
12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any Subsidiary.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report (FORMAT IN ANNEXURE I)
14. AUDITORS:
M/s. Hanumaiah & Co., Statutory Auditors of the company retires at the
ensuing annual general meeting and is eligible for reappointment. As
required under the provisions of Section 139 of the Companies Act,
2013, the Company has received a written consent from the auditors to
their re-appointment and a certificate to the effect that their
re-appointment, if made, would be in accordance with the Companies Act,
2013 and the rules framed there under and that they have satisfied the
criteria provided in Section 141 of the Companies Act, 2013.
The Board recommends the re-appointment of M/s. Hanumaiah & Co., as the
statutory auditors of the Company from the conclusion of this Annual
General meeting till the conclusion of the next Annual General Meeting.
15. INTERNAL AUDIT:
The company has appointed Internal Auditors as on 30.06.2015 for the
financial year 2015-16.
16. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the
Companies Act, 2013, Secretarial audit report as provided by M/s. S. S.
Reddy & Associates, Practising Company Secretaries is annexed to this
Report as annexure.
17. AUDIT REPORTS:
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2015 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 associated with the
business.
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 that there is no company secretary appointed during
the year in the company but the company is taking necessary measures to
appoint at the earliest.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT GO:
The required information as per Sec. 134 (3) (m) 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
1. Research and Development (R&D) : Nil
2. Technology absorption, adoption and innovation : Nil
C. Foreign Exchange Earnings and Out Go
Foreign Exchange Earnings : Nil
Foreign Exchange Outgo : Nil
19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning
of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v)
of Companies (Accounts) Rules 2014, during the financial year under
review.
20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material
orders passed by the regulators or Courts or Tribunals impacting the
going concern status and the company's operations in future.
21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
22. INSURANCE:
The properties and assets of your Company are adequately insured.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans.
24. CREDIT & GUARANTEE FACILITIES:
The Company has not availing any facilities of Credit and Guarantee.
25. RISK MANAGEMENT POLICY:
The Risk Management Committee constitute for the purpose will ensure
all required measures shall be in place for better compliance.
26. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not have the net worth of Rs. 500 crore or
more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5
crore or more during the financial year, section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility is not applicable
and accordingly the Company need not adopt any Corporate Social
Responsibility Policy.
27. RELATED PARTY TRANSACTIONS:
There are no related party transactions in the financial year 2014-15.
28. FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act, 2013 read with clause VII (1)
of the schedule IV and rules made thereunder, the independent directors
of the company had a meeting on 30.03.2015 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
non-independent directors.
The meeting also reviewed and evaluated the performance the Board as
whole in terms of the following aspects:
* Preparedness for Board/Committee meetings
* 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, perspective 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.
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
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.
31. LISTING WITH STOCK EXCHANGES:
The Company is listed with BSE Ltd. and the Company confirms that it
has paid the Annual Listing Fees where the Company's Shares are listed.
32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid up capital of the Company is less than Rs. 10 Crores and
Net worth of the Company is less than Rs. 25 Crores, Corporate
Governance is Not Applicable.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
34. SECRETARIAL STANDARDS:
EVENT BASED DISCLOSURES:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employees stock option scheme: NA
4. Disclosure on purchase by company or giving of loans
by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Issue: NA
35. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti 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 off: Nil
37. ACKNOWLEDGEMENTS:
Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and
shareholders of the Company like SEBI, BSE, NSDL, CDSL etc. for their
continued support for the growth of the Company.
For and on behalf of the Board
For Innovation Technologies Limited
Sd/- Sd/-
Place: Vishakhapatnam Navneet Kaur Virk PVV Satyanarayana
Date: 27.08.2015 Whole Time Director Director
(DIN: 03403617) (DIN: 01311615)
Mar 31, 2014
Dear members,
The Directors, present the Annual Report and the Audited Accounts for
the financial year ended March 31,2014.
FINANCIAL RESULTS:
(Rupees in Lakhs)
Particulars 2013-2014 2012-2013
Income 5.27 46.65
Expenditure 28.16 43.46
Profit / (Loss) carried to Balance Sheet (15.82) 2.13
REVIEW OF OPERATIONS:
During the year under review, the company made a turnover of Rs. 5.27
lakhs and net loss of Rs. 22.89 lakhs against a turnover of Rs. 46.65
lakhs and net profit of Rs. 2.13 lakhs during the previous year.
LISTING:
The equity shares of your company are listed on the BSE Limited.
DIVIDEND:
Your directors express their inability to recommend any dividend for
the financial year2013-2014.
CAPITAL OF THE COMPANY:
The authorized capital of the company stands at. Rs. 3,00,00,0007-
divided into 30,00,000 equity shares of Rs. 107- each and the paid up
capital of the company stands at Rs. 2,47,45,7907- divided into
24,74,579 equity shares of Rs. 107-each.
DIRECTORS:
In accordance with the Companies Act, 1956 read with Articles of
Association of the company the Director namely Mr. N. Suryanarayana
Raju retires by rotation and is eligible for re-appointment. Your Board
recommends the reappointment of the Director. Pursuant to the
notification of Sec. 149 and other applicable provisions of Companies
Act, 2013, your Directors are seeking appointment of Mrs. N.
Satyavathi, Mr. N Raju Sanyasi and Mr. Chanakya Bellam as Independent
Directors for five consecutive years for a term upto 31S> March, 2019,
and appointment of Mr. Navneet Kaur Virk and Mr. P .V. V. Satyanarayana
as Directors of the Company. Details of the proposal for appointment of
Mrs. N. Satyavathi, Mr. N Raju Sanyasi, Mr. Chanakya Bellam, Mr.
Navneet Kaur Virk and Mr. P .V. V. Satyanarayana are mentioned in the
Explanatory Statement under Section 102 of Companies Act, 2013 of the
Notice of 30lh Annual General Meeting.
BRIEF PROFILE OF DIRECTORS:
Particulars Mr. N. Suryanarayana Mrs. N. Satyavathi
Date of Birth 01.08.1969 15.06.1964
Date of Appointment 20.10.2012 15.04.2013
Qualifications Graduate Graduate
Directorships held in Indovation NIL
other companies Resorts
(excluding private Private Limited
limited and foreign
companies)
Positions held in NIL NIL
mandatory committees
of other companies
Particulars Mr. N Raju Sanyasi
Date of Birth 01.05.1959
Date of Appointment 15.04.2013
Qualifications Graduate
Directorships held in Mudunuru Agronomics
other companies Private Limited
(excluding private
limited and foreign
companies)
Positions held in NIL
mandatory committees
of other companies
Particulars Mr. Chanakya Bellam Mr. Navneet Kaur Virk
Date of Birth 28.05.1979 29.11.1985
Date of Appointment 22.08.2014 22.08.2014
Qualifications Graduate Graduate
No. of Shares held NIL NIL
in the Company
Directorships held in Fortune Finderz NIL
other companies Capital Advisory
(excluding private Private Limited
limited and foreign
companies)
Positions held in NIL NIL
mandatory committees
of other companies
Particulars Mr. P .V. V. Satvanaravana
Date of Birth 14.05.1963
Date of Appointment 22.08.2014
Qualifications Graduate
No. of Shares held NIL
in the Company
Directorships held in 1. CTIL Limited
other companies 2. CTIL Media Private Limited
(excluding private 3. CTIL Infrastructur Private Lh nited
limited and foreign 4. SPRY Resources India Private Limited
companies) 5. Pinnamaneni Holdings Private Limited
6. Pinnamaneni Estates Private Limited
7. CTIL e-Housing Private Limited
8. Thirthankar Infra Limited
Positions held in NIL
mandatory committees
of other companies
AUDITORS:
M/s. Chanamolu & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment. The said Auditors have furnished
the Certificate of their eligibility for re-appointment. Pursuant to
the provisions of Section 139 of the Companies Act, 2013 and the Rules
framed there under, it is proposed to appoint them as Statutory
Auditors of the Company from the conclusion of the forthcoming AGM till
the conclusion of the AGM to be held in the year 2017, subject to
ratification of their appointment at the subsequent AGMs.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217 (2AA) of the Companies
Act 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed by the Board that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures.
ii) Appropriate accounting policies have been selected and applied
consistently and judgment and estimates that are reasonable and prudent
have been made soastogiveatrueandfairviewofthe state of affairs of the
company at the end of the financial year and of the loss of the company
for the financial year ended 31st March, 2013.
iii) Proper and sufficient care has been taken 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.
iv)The Directors had prepared the annual accounts on a going concern
basis;
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT GO:
The required information as per Sec.217 (1) (e) of the Companies Act
1956 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:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A). Therefore,
the disclosures required to be made under section 217 (2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board
and Senior Management and the compliance of the same has been affirmed
by them. Code of Conduct has also been placed on the website of the
company. A declaration signed by the Managing Director is given in
Annexure.
CORPORATE GOVERNANCE:
The provisions relating to Clause 49 on corporate governance are not
applicable to the Company since the paid up capital of the Company is
less than Rs. 3 crores.
ACKNOWLEDGEMENTS:
Your Directors are pleased to place on records their sincere
appreciation to the Company''s Bankers, employees, customers, suppliers
and shareholders for theirvaluablesupportand co-operation.
For and on behalf of the Board
For Indovation Technologies Limited
Sd/-
N Suryanarayana Raju
Place: Hyderabad Director
Date: 12.08.2014 (DIN: 02779117)
Mar 31, 2013
The Directors, present the Annual Report and the Audited Accounts for
the financial year ended March 31, 2013.
The working results of the Company are:
(Rs. in lakhs)
Particulars Year Ended March 31
2013 2012
Sales 46.65 30.69
Profit Before Interest and Depreciation 4.16 2.94
Interest & Finance Charges 0.00 0.00
Profit /(loss) After Interest But Before
Depreciation 4.16 2.94
Depreciation 0.97 2.55
Profit/(Loss) for the Year 3.19 0.39
Other Income 0.00 0.00
Net Profit/(Loss) 3.19 0.39
REVIEW OF OPERATIONS:
During the year under review, the company made a turnover of Rs.46.65
lakhs and net profit of Rs.3.19 lakhs against a turnover of Rs.30.69
lakhs and net profit of Rs.0.39 lakhs during the previous year.
CHANGE IN THE REGISTERED OFFICE BY THE COMPANY
During the year the registered office of the company is shifted to
D.No:50-63-03, Gayatri Nilayam,1st Floor, Rajendra Nagar,
Seethammapeta, Vishakhapatnam, Andhra Pradesh- 500016.
LISTING
The equity shares of your company are listed on the BSE Limited
CONVERSION OF UNSECURED LOAN INTO EQUITY, REDUCTION OF CAPITAL AND
INFUSION OF FUNDS:
Pursuant to the petition filed by the Company with Hon''ble High Court
of Andhra Pradesh, the Hon''ble Court vide its order dated 31.12.2012
approved the scheme of arrangement and allowed for conversion of
unsecured loan into equity, reduction and consolidation of share
capital and infusion of fresh capital in the following manner:
a) The unsecured loans amounting to Rs.7,17,79,915/- standing in the
books of the Company as on 31st March, 2011 were converted into Equity
Shares (i.e) Rs.7,17,79,900 divided into 71,77,990 Equity Shares of
Rs.10/- each .
b) Upon conversion of unsecured loans in to equity shares, the
accumulated losses of Rs.8,77,12,110/- shall be set off and neutralized
against its paid up capital of Rs.9,74,57,900/- resulting in a
reduction of Rs.8,77,12,110/- against its paid-up capital.
c) Upon setting off the accumulated losses, the issued, subscribed and
paid up capital shall be Rs.97,45,790/- divided into 97,45,790 equity
shares of Re 1/- each. The said issued, subscribed and paid up share
capital of the company shall be consolidated into Rs. 97,45,790/-
divided into 9,74,579 Equity Shares of Rs.10/- each.
d) The Company allotted 15,00,000 Equity Shares of Rs.10/- each for
cash at par aggregating to Rs.1,50,00,000 to Strategic Investors as per
the scheme.
DIVIDEND:
Your directors express their inability to recommend any dividend for
the financial year 2012-2013.
DIRECTORS:
During the year, Mr. G.B.K. Reddy, Mr. B.V. Ratnam, Mr. E. Manoj Kumar
Reddy, Mr. A. Ramesh Babu, Mrs. K. Sandhya and Mrs M. Ramanamma
resigned from the Board.
The Board wishes to place on record its deep appreciation and gratitude
for the valuable services rendered by them during their tenure, as
directors of the company.
During the year, Mr. N Suryanarayana Raju, Mrs. N Satyavathi, Mr. N
Raju Sanyasi, Mrs. B Jagavathi Devi, Mr. B Satyanarayana Raju, Mrs. K
Jayalakshmi, Mr. K Chaitanya Varma were appointed as Additional
Directors to hold office up to the date of ensuing annual general
meeting.
Your directors recommend their appointment.
AUDITORS:
To appoint Auditor M/s. Chanamolu & Co., Chartered Accountants as
statutory Auditors of the Company and to hold office up to the
conclusion of next Annual General Meeting and to authorise the board to
fix their remuneration.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217 (2AA) of the Companies
Act 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed by the Board that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures.
ii) Appropriate accounting policies have been selected and applied
consistently and judgment and estimates that are reasonable and prudent
have been made so as to give a true and fair view of the state of
affairs of the company at the end of the financial year and of the loss
of the company for the financial year ended 31st March, 2013.
iii) Proper and sufficient care has been taken 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.
iv) The Directors had prepared the annual accounts on a going concern
basis;
COMPLIANCE CERTIFICATE :
Your company has obtained a secretarial certificate under proviso to
subsection (1) of section 383A of Companies Act, 1956 from a Practising
Company Secretary, Hyderabad and same is enclosed to this report as
Annexure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules,1988 with respect to these matters is
given in Annexure  1 and form part of this report.
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A). Therefore,
the disclosures required to be made under section 217 (2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board
and Senior Management and the compliance of the same has been affirmed
by them. Code of Conduct has also been placed on the website of the
company. A declaration signed by the Managing Director is given in
Annexure.
CORPORATE GOVERNANCE:
The provisions relating to Clause 49 on corporate governance are not
applicable to the Company since the paid up capital of the Company is
less than Rs. 3 crores.
ACKNOWLEDGEMENTS:
Your Directors are pleased to place on records their sincere
appreciation to the Company''s Bankers, employees, customers, suppliers
and shareholders for their valuable support and co-operation.
For and on behalf of the Board
INDOVATION TECHNOLOGIES LIMITED
Sd/-
Place: Vishakhapatnam N. Suryanarayana Raju
Date: 14.08.2013 Director
Mar 31, 2011
To The Members of Priyadarshini Thread Limited
The Directors, present the Annual Report and the Audited Accounts for
the financial year ended March 31st 2011.
FINANCIAL RESULTS:
(Rs. In lakhs)
Particulars Year Ended March 31
2011 2010
Sales 25.80 12.70
Profit Before Interest and Depreciation 7.09 0.24
Interest & finance Charges 0.00 0.00
Profit /(Loss) After Interest But Before
Depreciation 7.08 0.24
Deprecation 1.16 0.00
Profit/(Loss) for the Year 5.91 0.24
Other Income 0.00 0.00
Net Profit/(Loss) 5.91 0.17
REVIEW OF OPERATIONS:
During the year under review, the company made a turnover of Rs.25.80
lakhs and net profit of Rs. 5.91 lakhs against a turnover of Rs. 12.70
and Net profit of He. 0,17 lakhs during the previous year,
DIVIDEND:
Your directors express their inability To recommend any dividend for
the financial year 2010-2011.
DIRECTORS:
Mr. E.Manoj Kumar retires by rotation and being eligible offers himself
for reappointment. Your Board recommends the re-appointment of the
Director above in the best interests of the company, During the year
Mr. A. Ramesh Babu inducted into the board on 12.02,2011 as additional
director.
BRIEF PROFILE:
Mr. E. Manoj Kumar:
E. Manoj Kumar Reddy , aged 39 year*, is a post graduate in M,Sc He has
an experience of more than 14 years in procurement of materials.
machinery and human resources. He has vast experience in carrying out
the commercial operations of companies
Mr. A. Ramesh Babu:
Mr. Ramesh Babu, aged 36 years Is a Graduate in Commerce. He has more
than 10 years of experience in management and finance, accounts and
taxation fields
AUDITORS:
M/s. M M. Reddy & Co., Chartered Accountants, the Company's Auditors
hold office till the conclusion of the ensuing Annual General Meeting.
The Auditors have furnished the certificate under section ã24{V) of the
Companies Act, 1956, of their eligibility
for re appointment.
PAID UP CAPITAL OF THE COMPANY:
The paid up Capital of the Company stands at Rs 25,678,000 consoling
25,67,800 fully paid up Equity shares of Rs.10/- each
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on The Bombay Stock
Exchange and suspended due to penal reasons, and the Company has
applied for revocation of suspension.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217 (2AA) of the Companies
Act 1956, with respect to the Directors' Responsibility Statement, it
is hereby confirmed by the Board that:
i) In the preparation o! the annual accounts, the applicable accounting
standards have been followed
ii) Appropriate accounting policies have been selected and applied
consistently and judgment and estimates that are reasonable and prudent
have been made so as to gave a true and fair view of the state of
affairs of the Company at the end of the financial year and of the loss
of the company for (he financial year ended 31st March. 2011;
iii) Proper and sufficient care has been taken 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.
iv) The Directors had prepared the annual accounts on a going concern
basis:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO;
The information required under section 2l7(1}{e) of the Companies Act
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1968 with respect to these matters is
given in Annexure - 1 and form part of this report
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217{2A}. Therefore,
the disclosures required to be made under section 217{2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
CORPORATE GOVERNANCE:
The provisions relating to Clause 49 on corporate governance are not
applicable to the Company since the paid up capital of the Company is
below Rs. 3 crores.
ACKNOWLEDGEMENTS:
Your Directors are pleased to place on records their sincere
appreciation to the Company's Bankers, employees, customers, suppliers
and shareholders for their valuable support and cooperation,
For and on behalf of Board of Directors of
M/S. PRIYADARSHINI THREAD LIMITED
Sd/-
Place: Hyderabad B. V. Ratnam
Date:15.07.2011 Director
Mar 31, 2010
The Directors have pleasure in presenting the 26th Annual Report and
the Audited Accounts for the financial year ended March 31, 2010.
The working results of the Company are:
(Rs. in lakhs)
Particulars Year Ended March 31
2010 2009
Sales 12.70 11.89
Profit Before Interest and Depreciation 0.24 0.19
Interest & Finance Charges 0.00 0.00
Profit /(Loss) After Interest But
Before Depreciation 0.24 0.19
Depreciation 0.00 0.00
Profit/(Loss) for the Yea 0.24 0.19
Other Income 0.00 0.00
Net Profit/(Loss) 0.17 0.13
Production 0.00 0.00
Sales (Quantity) 0.00 0.00
REVIEW OF OPERATIONS:
During the year under review, the company made a turnover of Rs. 12.70
lakhs and net profit of Rs. 0.17 lakhs against a turnover of Rs. 11.89
net profit of Rs. 0.13 lakhs during the previous year.
FUTURE OUTLOOK:
The company is in the process of exploiting its opportunities in
textile market and currently in trading of cotton thread business.
DIVIDEND:
Your directors express their inability to recommend any dividend for
the financial year 2009-2010.
DIRECTORS:
Mr. G.B.K. Reddy retires by rotation and being eligible offers himself
for reappointment.
Your Board recommends the re-appointment of the Director above in the
best interests of the company.
AUDITORS:
M/s. M M REDDY & CO., Chartered Accountants, the Companys Auditors
hold office till the conclusion of the ensuing Annual General Meeting.
The Auditors have furnished the certificate under section 224(1) of the
Companies Act, 1956, of their eligivility for reappointment.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Section 58A of the companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on The Bombay Stock
Exchange and suspended due to penal reasons.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217 (2AA) of the Companies
Act 1956, with respect to the Directors Responsibility Statement, it
is hereby confirmed by the Board that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed
ii) Appropriate accounting policies have been selected and applied
consistently and judgment and estimates that are reasonable and prident
have been made so as to give a true and fair view of the state of
affiars of the Company at the end of the financial year and of the loss
of the company for the financial year ended 31st March, 2010;
iii) Proper and sufficient care has been taken 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.
iv) The Directors had prepared the annual accounts on a going concern
basis;
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 with Respect to these matters is
given in Annexure - 1 and form part of this report.
PARTICULARS OF EMPLOYEES:
Particulars of Employeed as required under section 217(2a) of the
Companies act, 1956 during the year under review is Nil/
CORPORATE GOVERNANCE:
The provisions relating ti Clause 49 on corporate governance are not
applicable to the Company since the paid up capital of the Company is
below Rs. 3 Crores.
ACKNOWLEDGEMENTS:
Your Directors are pleased to place on records their sincere
appreciation to the Companys Bankers, employees, customers, suppliers
and shareholders for their valuable support and co-operation.
For and on behalf of Board OF Directors of
PRIYADARSHINI THREAD LIMITED
Sd/- Sd/-
B. V. Ratnam E. Manoj Kumar Reddy
Director Director
Place: Hyderabad
Date : September 3, 2010
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Titan Intech Ltd. पर और जानकारी
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Titan Intech Ltd. टूल
- बल्क डील
- ब्लॉक डील
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Titan Intech Ltd. कंपनी का विवरण
- कंपनी का प्रोफाइल
- कंपनी का इतिहास
- मैनेजमेंट टीम
- पूंजी ढांचा
- प्रॉडक्ट मिक्स
- बैंकर/ऑडीटर/रजिस्ट्रार
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कंपनी का इतिहास
- बोनस
- अधिकार
- बीएसई मूल्य इतिहास
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Titan Intech Ltd. मुख्य वित्तीय अनुपात
- अनुपात
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Titan Intech Ltd. परिणाम
- तिमाही परिणाम
- छहमाही परिणाम
- नौ महीने के परिणम
- वार्षिक परिणाम
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Titan Intech Ltd. Financial Data
- ऑडिट के परिणाम
- नकदी प्रवाह
- बैलेंस शीट
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Titan Intech Ltd. की रिपोर्ट
- लेखा नीति
- ऑडीटर की रिपोर्ट
- निदेशक की रिपोर्ट
- खाते के लिये नोट
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Titan Intech Ltd. कॉर्पोरेट घोषणाएं
- बुक क्लोज़र
- बोर्ड की मीटिंग
- नाम में परिवर्तन
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Stock Market Crash: जंग का असर बाजार में हाहाकार, सेंसेक्स 2500 अंक से ज्यादा लुढ़का, निफ्टी 700 अंक क्रैश -
Stock Market Outlook: होर्मुज स्ट्रेट में संकट! क्या आने वाला है भारतीय शेयर बाजार में बड़ा गिरावट का दौर? -
मिडिल ईस्ट के बढ़ते तनाव ने बिगाड़ा बाजार का मूड, सेंसेक्स 1500 अंक लुढ़का, निफ्टी भी बुरी तरह फिसला -
Stock Market Today: मिडिल ईस्ट तनाव! शेयर बाजार में कोहराम, सेंसेक्स 900+ अंक टूटा, निफ्टी 24,900 के नीचे -
Stock Market: Anthropic के दावे से बढ़ी टेंशन! Nifty-Sensex में बड़ी गिरावट, शेयर बाजार किन 5 कारणों से धड़ाम? -
Stock Markets Today: कारोबारी हफ्ते की शानदार शुरुआत, Sensex और Nifty 50 जबरदस्त बढ़त के साथ बंद -
Stock Alert: सस्ते में मिल रहे Nifty 50 के कई शेयर, यहां से होगी पैसों की बारिश? -
Stock Market Crash: बाजार में हाहाकार, सेंसेक्स 1,200 प्वाइंट से ज्यादा गिरा, निफ्टी भी 400 अंक क्रैश -
Stock Markets Today: बढ़त के साथ बंद हुआ बाजार, Sensex और Nifty की शानदार क्लोजिंग -
Stock Markets Today: Nifty वीकली एक्सपायरी के दिन बाजार में तेजी, IT और PSU इंडेक्स बढ़त के साथ बंद -
Defence Stock: Cochin Shipyard के शेयर में जबरदस्त उछाल, रक्षा मंत्रालय से बड़ा ऑर्डर -
Stock Markets Today: कारोबारी हफ्ते के पहले दिन बाजार की शानदार क्लोजिंग, Sensex और Nifty बढ़त के साथ बंद -
अमेरिका संग ट्रेड डील से SENSEX-NIFTY में दिखा जोश, इन 9 स्टॉक्स में लगा 20% का अपर सर्किट, आपके पास है कोई? -
Stock Market News: India-US ट्रेड डील का असर...शेयर बाजार में जबरदस्त रैली, निवेशकों को 20 लाख करोड़ का फायदा! -
Stock Market News: भारी गिरावट के बाद वापसी, सेंसेक्स-निफ्टी दिन के निचले स्तर से रिकवर, तेजी के पीछे का कारण? -
Stock Market: मोदी सरकार के 15 बजट में कब शेयर बाजार का प्रदर्शन रहा सबसे बेहतर; कब रहा सबसे खराब? फुल रिपोर्ट
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