Titan Securities Ltd Directors Report.


The Members,

Your Directors have pleasure in presenting their 27th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2019.


(Amt. in Lakhs of Rupees)

Particulars Current Year 2018-2019 Previous Year 2017-2018 Current Year 2018-19 Previous Year 2017-18



Income from Operations 183.81 435.46 6617.49 6110.54
Other Income 1.47 0.60 66.29 41.88
Total Income 185.28 436.06 6683.77 6152.42
Total Expenses 143.57 387.84 6087.65 5694.24
Profit before Tax 41.72 48.22 596.12 458.18
Tax Expense/Provisions 6.27 7.78 169.44 150.95
Profit after Tax 35.45 40.44 426.68 307.23
Total Comprehensive 36.47 40.37 437.48 307.16
Earning Per Share (EPS):
Basic 0.14 0.16 0.57 0.45
Diluted 0.14 0.16 0.57 0.45


During the year under review income from operations was Rs. 183.81 (in Lakhs) as compared to

Rs. 435.46 (in Lakhs) during the previous year. Further, the Profit before tax was Rs. 41.72 (in Lakhs) as compared to Rs. 48.22 (in Lakhs) during the previous year.


The Board of Directors met 16 (Sixteen) times during 2018-19. The details of the meetings attended by each director are provided in the Corporate Governance Report attached to the Directors Report.

Name of Director Status No. of Board Meeting attended during 2018-19
Mrs. Manju Singla Managing Director/ Woman Director 16
Mr. Suresh Chand Singla Non-Executive Director 14
Mr. Naresh Kumar Singla Non-Executive Director 12
Mr. Kailash Chand Gupta Non-Executive Independent 2
Mr. Ravinder Gupta Non-Executive Independent 15
Mr. Ajay Radheshyam Bansal Non-Executive Independent 2
Mr. Aashish Dalmia Non-Executive Additional Independent, Chairperson 1


Company deal in shares and securities of all type of listed and unlisted securities, bonds, debentures etc. Company also make own investments in shares, securities, bonds, etc. We are dealing in short term or long term finances for reputed and well known business entities.


The Company is planning to invest money in various attractive investment schemes, good businesses for investment for return. The Company has earned profits with its investments in the last year and the company will continue to invest in profitable investment schemes.


The Financial statements have been prepared in accordance with Indian Accounting Standards (IAS).

These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of Associate Companies namely Titan Biotech Limited and Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as Annexure-2.


The company, during the financial year under review did not issued shares and the Paid up share capital of the company stands at Rs. 25,01,62,000/- and authorized share capital of the company stands at Rs. 25,50,00,000/-.


A Sum of Rs. 708993.60 was transferred to General Reserves out of the Profitsfor the Current year and the Reserves and Surplus increased from Rs. 46,18,901.71 to Rs. 53,27,895.31.


Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the company is required to comply with the provisions of woman director as the company is a listed public Company. Currently Company have Mrs. Manju Singla as Woman Director in their Board.


During the period of under review, the Company has not accepted any deposits.


The Company has established Vigil Mechanism and the same is placed on the website of Company at www.titansecuritieslimited.com in investors sublink.


No dividend was recommended for the financial year ended 31.03.2019


There was a change in the composition of the Board of Directors and Key Managerial Personnel of the company during the year 2018-2019.

1. Mr. Ravinder Gupta (DIN: 00094380) resigned from Directorship and ceased to be an Independent Director w.e.f. 20.03.2019.

2. Mr. Kailash Chand Gupta (DIN: 00047998) resigned from Directorship and ceased to be an Independent Director w.e.f. 30.03.2019.

3. Mr. Ajay Radheshyam Bansal (DIN: 00328552) was appointed as an Independent director w.e.f 28.09.2018.

4. Mr. Aashish Dalmia (DIN: 08097120) was appointed as an Additional Independent Director w.e.f 20.03.2019.

5. Ms. Himanshi Negi resigned from the post of Company Secretary and Compliance Officer w.e.f. 16.02.2019

6. Ms. Akansha Sharma was appointed as Company Secretary and Compliance Officer



Mr. Suresh Chand Singla (DIN: 00027706), shall retire in this Annual General Meeting and being eligible, offers himself for re-appointment.


The independent director namely Mr. Ajay Radheshyam Bansal has furnished a statement of declaration to be given by independent directors under sub-section (7) of Section 149 of Companies Act, 2013.


There are some material changes and commitments occurred, which affect the financial position of the Company, from the last financial year to end of the financialyear of the Company to which the financial statements relate and the date of the report. For more clarity kindly go through Note no. 34 of the standalone financial statement for the year ended March, 31st 2019.



Your directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2018-19, which may adversely impact the status of ongoing concern and operations in future.


No fraud has been noticed or reported by the Auditor as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.


The report of the Secretarial Auditors is also self explanatory and need no further comments from the Directors.


As per the Circular No.CIR/CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Securities Ltd is a part of this report as an Annexure-4.


During the year, the Board members were regularly apprised with the overview of company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also apprised of all


The Board has adopted the new/amended policies upto the date of Annual General Meeting. Following are the list of policies adopted by the Board:-

1. Vigil Mechanism Policy

2. Risk Management Policy

3. Policy on Related Party Transactions

4. Policy on Preservation of Documents

5. Policy on Board Diversity

6. Policy For Prevention of Sexual Harassment

7. Nomination And Remuneration Policy

8. Familiarization Programme For Independent Directors

9. Content Archiving Policy

10. Code of Conduct For Board of Directors And Senior Management

The policies of the company are placed on the website of the company at: https://titansecuritieslimited.com com in investors sublink.


Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 or loss of the Company for the year under review;

(3) That the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) That the directors had prepared the accounts for the financial year ended 31st March, 2019 on a going concern basis.

(5) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(6) 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.


I. The Audit Committee held its meeting during the previous financial year on 29.05.2018, 07.08.2018, 13.11.2018 and 11.02.2019.

II. At the invitation of the Company, representatives from various divisions of the Company, Internal Auditors, Statutory Auditors and Company Secretary who is acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under section 177 of Companies Act, 2013 and under Clause 49 of the Listing Agreement ("Listing Agreement") of the company with the stock exchanges.


The Auditors, M/s. Sunita Agrawal & Co., Chartered Accountants, (Firm Registration No.: 515225C), hold office until the conclusion of the 2020-2021 Annual General Meeting.


The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are self explanatory, the report of the Secretarial Auditors is also self-explanatory and need no further comments from the Directors.


Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met four times during the year 2018-19, on 29th May 2018, 7th August, 2018, 13th November, 2018, and 11th February 2019.

The attendance of the Audit Committee Members was as under.

Name Category No. of Meeting(s) Attended
*Mr. Kailash Chand Gupta Chairman, Non-executive 2
*Mr. Ravinder Gupta Member, Non-executive 4
*Mr. Aashish Dalmia Chairman, Non-executive 0
Mr. Suresh Chand Singla Member, Non-executive 4
Mr. Ajay Radheshyam Bansal Member, Non-executive 2


1. *Mr. Kailash Chand Gupta resigned from the Directorship and also from the Chairmanship of Audit Committee w.e.f. March 30, 2019.

2. *Mr. Ravinder Gupta resigned from the Directorship and also from the Membership of Audit Committee w.e.f. March 20, 2019.

3. *Mr. Aashish Dalmia was appointed on March 20, 2019. After his appointment, the Audit Committee was re-constituted to be chaired by Mr. Aashish Dalmia in place of Mr. Kailash Chand Gupta.

The role of Audit Committee includes the following:

1. Oversight of the Companys financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board the appointment,,re-appointment, terms of appointment/ reappointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees/remuneration.

3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

4. Reviewing, with the Management, the Annual Financial Statements before submission to the Board for approval, with particular reference to:

Matters required to be included in the Directors Responsibility Statement to be included inthe Boards report in terms of Sub- Section (5) of Section 134 of the Companies Act, 2013.Changes, if any, in accounting policies and practices and reasons for the same.

Major accounting entries involving estimates based on the exercise of judgement by the Management.

Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements.

Disclosure of any related party transactions.

Qualifications in the draft audit report.

5. Review/examine, with the Management, the quarterly/year to date financial statements andauditors report thereon, before submission to the Board for approval.

6. Reviewing with the Management, the financial statements of subsidiaries and in particular theinvestments made by each of them.

7. Reviewing/Monitoring, with the Management, the statement of uses/application/end use of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matters, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of the proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

8. Reviewing/evaluating,withtheManagement,performanceofStatutoryandInternalAuditors,internal financial controls, risk Management system and adequacy of the internal control systems.

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

10. Discussion with Internal Auditors any significant findings and follow-ups there on.

11. Reviewing the findings of any internal investigations by the internal auditors into 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.

12. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

13. To look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

14. To review the functioning of the Whistle- Blower mechanism.

15. Approval of appointment of CFO (i.e. the Whole- Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. 17. Review and monitor the Auditors independence, performance and effectiveness of Audit process.

18. Approval or any subsequent Modification of transactions of the Company with related parties.

19. Scrutiny of inter- corporate loans and investments.

20. Valuation of undertakings or assets of the Company, wherever it is necessary.

Further, the Audit committee is empowered to investigate any activity within its terms of reference, seek information it requires from any employee, obtain outside legal or other independent professional advice and secure attendance of outsiders with relevant expertise, if considered necessary. Apart from the above, the Audit Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time. Dabur has systems and procedures in place to ensure that the Audit committee mandatorily reviews:

Management Discussion and Analysis of financial conditions and results of operations.

Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by Management.

Management letters / letters of internal control weaknesses issued by the Statutory Auditors.

Internal audit reports relating to internal control weaknesses.

Appointment, removal and terms of remuneration of the Chief Internal Auditor.

Statement of deviations:

The Committee comprises of four Independent Directors. The Management is responsible for the Companys internal financialreporting process. The Independent Auditors controlsand are responsible for performing an independent audit of the Companys financial statements in accordance with the Indian Accounting Standards (Ind AS) and for issuing a report thereon. The

Committee is responsible for overseeing the processes related to financial reporting and

Information dissemination.

In this regard, the Committee discussed with the Statutory Auditors the overall scope for their audit. The Management presented to the Committee the Companys financial statements and also represented that the Companys financial statements had been drawn in accordance with the Ind AS. Based on its review and discussions conducted with the Management and the Independent Auditors, the Audit Committee believesthattheCompanysfinancialstatements are presented in conformity with Ind AS in all material aspects.

The Committee has reviewed Statement of Contingent Liabilities, Management Discussion and Analysis, Financial Statements of subsidiary Companies, Investments made by Subsidiary Companies, Directors Responsibility Statement, Financial Results and Draft Audit/ Limited Review Report thereon, Financial Statements and Draft Auditors Report, approval (including modification, if any) and review of Related Party Transactions and scrutinized inter corporate loans and investments of the Company.

The Committee also approved the Capex proposals during the Financial Year 2018-19.

Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored by the Committee.

The Committee affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee.

The Committee has appointed M/s Prem Mishra & Co. as Internal Auditors of the Company for the period from 1st April, 2017 to 31st March, 2019 and discussed and approved their audit plan. And approved their scope of work.

Remuneration of Statutory Auditors for FY 18-19 was also approved.

In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit Committees responsibility statement.

Remuneration Committee

The Remuneration Committee met once in the year 2018-19 on 09th April, 2018 during the last year. The attendance of members of Remuneration Committee was as under:-

Name Category No. of Meeting(s)
*Mr. Ajay Radheshyam Bansal Non-executive Chairman 1
*Mr. Aashish Dalmia Non-executive, Independent 0
Mr. Suresh Chand Singla Non-executive, Independent 1
*Mr. Kailash Chand Gupta Non-executive, Independent, Chairman 1
*Mr. Ravinder Gupta Non-executive, Independent, Member 1


1. *Mr. Kailash Chand Gupta has been ceased to be a Chairman of Remuneration Committee w.e.f. March 30, 2019.

2. *Mr. Ajay Radheshyam Bansal has been appointed as Chairman of Remuneration Committee w.e.f. March 30, 2019.

3. *Mr. Aashish Dalmia has been appointed as a Member of Remuneration Committee w.e.f. March 20, 2019.

4. *Mr. Ravinder Gupta has been ceased to be a Member of Remuneration Committee w.e.f. March 20, 2019.

The roles and responsibilities of the Committee include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a


2. Identifying persons who are qualified to become Directors and who may be appointed in Senior

Management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. Formulate the criteria for evaluation of Directors and Boards performance and to carry out the evaluation of every Directors performance.

4. Devising a policy on Board diversity.

5. To engage the services of consultants and seek their help in the process of identifying suitable person for appointments to the Board.

6. To decide the remuneration of consultants engaged by the Committee.

7. Framing, recommending to the Board and implementing, on behalf of the Board and on behalf of the Shareholders, policy on remuneration of Directors, Key Managerial Personnel (KMP) & other Employees, including ESOP, pension rights and any other compensation payment.

8. To ensure that the level and composition of remuneration is reasonable and sufficientto attract,retain and motivate Directors and KMP of the quality required to run the Company successfully.

9. To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

10. To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

11. Considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and other employees.

12. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme andRecommending the same to the Board/ shareholders for their approval and implementing/ administering the scheme approved by the shareholders.

13. Suggesting to Board/ shareholders changes in the ESPS/ ESOS. 14. Deciding the terms and conditions of ESPS.

Stakeholders Relationship Committee.

The Board had delegated the power to attend investor complaints to Stakeholders Relationship Committee. The Stakeholders Relationship Committee met Fourteen times upto 31st March, 2019 i.e. on 08th May, 2018, 17th May, 2018, 11th June, 2018, 10th July, 2018, 04th August, 2018, 12th September 2018, 22nd September 2018, 13th October 2018, 30th November 2018, 08th December 2018, 31st December, 2018, 02nd February, 2019, 25th February, 2019 and 12th March, 2019. The attendance of the Members of Stakeholders Relationship Committee was as under:

Name Categories No. of Meetings
*Mr. Suresh Chand Singla Chairman, Non-executive 12
Mr. Naresh Kumar Singla Member, Non-executive 13
*Mr. Kailash Chand Gupta Member, Non-executive 04
*Mr. Aashish Dalmia Chairman, Non-executive 0


*Mr. Kailash Chand Gupta resigned from the Directorship and also from the Membership of Stakeholders Relationship Committee w.e.f. March 30, 2019.

*Mr. Aashish Dalmia was appointed on March 20, 2019. After his appointment, the Stakeholders Relationship Committee was re-constituted to be chaired by Mr. Aashish Dalmia in place of Mr. Suresh Chand Singla.

*Mr. Suresh Chand Singla has been appointed as Member and ceased to be a Chairman of Stakeholders Relationship Committee w.e.f. March 20, 2019.


During the period under review, there were no foreign exchange earnings or outgo.


a) The Company securities have not been suspended from trading.

b) The securities of the Company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

Change in Nature of Business

There was no change in nature of business of company during the financial year ended 31st March, 2019.


All related party transactions that were entered into during the financial year ended 31st March, 2019 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Ind-AS 24 Related Party Disclosures is given in Notes to the Balance Sheet as on 31st March, 2019.

Risk Management

The provisions related to Risk Management are not applicable to the Company.

Corporate Social Responsibility

The provisions related to Corporate Social Responsibility are not applicable to the Company.

Board Evaluation

The evaluation of Board of Directors, its committees and individual directors have carried out by Independent Directors pursuant to the provisions regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and corporate governance requirements under various provisions of the "SEBI Listing Regulation". The Evaluation was done taking in view the inputs given by each director, preparedness on issues to be discussed, meaningful and constructive contribution. In a separate meeting of the independent directors, performance of non independent directors was evaluated. The Evaluation of directors performance was discussed at the Board Meeting.

Policy on Directors Appointment, Remuneration and other details

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section

178(3) of Companies Act, 2013 has been disclosed in Corporate Governance Report.

Internal Financial Control System and their Adequacy

The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report.

Information of Subsidiary/Associate Companies

Pursuant to Section 129(3) of Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries/associate companies/joint ventures in Form AOC 1 is attached to this report as Annexure-1.

Conservation of Energy and Technology Absorption

The provisions of Conservation of Energy and Technology Absorption are not applicable to Company.



Secretarial Audit Report has been issued by Mr. Amit Anand, Practicing Company Secretary regarding compliance of various laws is also annexed hereto as Annexure-5


Industry Structure & Development

India sector with banks, non banking financial companies, mutual funds, has a diversified pension funds, cooperatives, insurance companies etc. As per the financial stability report of RBI, Indias financial system remains stable and Asset quality of Non-Banking Financial Companies also improved.

Opportunity and Threats

The Capital market witnessed ups and downs during 2018-19, but overall the market was quite stable and growing. There were various opportunities and threats during the ups and downs. Uncertainty in Global Markets due to recessionary environment poses threat for downtrend in Capital Markets. However, the management took possible steps to cash in on various opportunities and at times also observed closely which may lead to the erosion of investments.

Segment wise or product wise performance

The Company has three reportable segments viz. sale and purchase of shares (Trading and Investment), Financing Business (Granting of Unsecured Loans), etc.


The Share market looks very solid in long term. Reports of various agencies and leading economists reflect that there is an early sign of revival of economic growth with strong positive sentiments. Growth in GDP numbers and other economic parameters being positive overall economic scenario looks favorable for coming years.

Risk and Concern

Risk is an inherent part of any business but risk can be managed. We have a clearly formulated risk management system in place to identify both external and internal risk and to take appropriate corrective action on time.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 No complaint on sexual harassment was received by the Internal Committee of Company during the financial year under review.

Internal Control System and their Adequacy

The Company has an adequate system of internal control implemented by the management towards achieving efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws.

The Companies internal controls are founded on sound internal audit practices. The experienced professionals take care of the internal control systems.

Secretarial Standards

The Company has adopted Secretarial Standards issued by the Institute of Company Secretaries of India.

Financial performance vis-a-vis operational performance

-19 as compared to Rs. 40.44 Lakhs TheCompanyearnedaprofit during 2017-18. The operational income was Rs. 183.81 Lakhs as compared to Rs. 435.46 Lakhs during the previous year.


A Meeting of the Independent Directors was held on 25/03/2019. All the independent directors were present in the meeting.


The Management and Employees enjoy a cordial relationship and objective of both of them are in line to meet with the overall objectives of the company.


The Nomination and Remuneration Policy of Titan Securities Limited for director appointment and remuneration is attached as Annexure-3.


Your Director would like to express their grateful appreciation for the assistance and continued cooperation extended by the Bankers, Government Agencies, Shareholders, customers, and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the smooth operation of the Company during the year under report.

For Titan Securities Limited For Titan Securities Limited
Manju Singla Naresh Kumar Singla
Managing Director Director
DIN 00027790 DIN 00027448

Date: 02nd September, 2019

Place: Delhi