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INFORMATION MEMORANDUM TTI ENTERPRISE LIMITED
[Originally Incorporated as a Public Limited Company in the name & style of TYCOON TRADES AND INVESTMENTS LIMITED with the Registrar of Companies,
West Bengal vide Certificate of Incorporation dated 12th June, 1981 & the Company
obtained certificate for commencement of Business from the Registrar of Companies, West Bengal on 3rd July, 1981. The name of the company was changed to TTI ENTERPRISE LIMITED on 1st July, 2011. The Corporate Identification Number of the Company is L67120WB1981PLC033771]
Registered Office G - 59, Nandram Market, P-4, New Howrah Bridge Approach Road, Kolkata – 700001.
Phone No. +91-033-30229197 Website www.ttienterprise.net E-Mail [email protected] Company Secretary and Compliance officer
Ms. Binjal Mehta
Registrar & Share Transfer Agent M/s. Niche Technologies Pvt. Ltd D-511, Bagree Market, 5th Floor, 71, B R B Basu Road, Kolkata – 700001.
INFORMATION MEMORANDUM FOR TRADING OF 12,70,22,110 OF RS. 2/-
EACH FULLY PAID-UP
GENERAL RISK Investment in Equity and Equity related securities involve a degree of risk and
investors should not invest in the equity shares of TTI Enterprise Limited unless they
can afford to take the risk of losing their investment. Investors are advised to read
the risk factors carefully before taking the investment decision in the shares of TTI
Enterprise Limited. For taking an investment decision, investors must rely on their
own examination of the Company including the risk involved.
ABSOLUTE RESPONSIBILITY OF TTI ENTERPRISE LIMITED TTI Enterprise Limited having made all the reasonable inquiries, accepts
responsibility for, and confirms that this Information Memorandum contains all
information with regard to TTI Enterprise Limited which is material, that the
information contained in the Information Memorandum is true and correct in all
material aspects and is not misleading in any material aspect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Information Memorandum as a whole or any of such
information or the expression of any such opinions or intentions misleading in any
material aspect.
LISTING The Equity shares of TTI Enterprise Limited which are listed on The Calcutta Stock
Exchange Limited are proposed to be listed on Bombay Stock Exchange Limited.
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TABLE ON CONTENTS
S. No Title Page No.
I. Definitions and Abbreviations 3-4
II. Risk Factors 1. Certain Conventions – Use of Market 5-10
Data
2. Forward – Looking Statements
III. Introduction
1. Business Overview 11
2. Management Discussion and Analysis 12-13
3. General Information 14-16
4. Capital Structure 16
5. Share Capital History of the Company 16-17
6. Summary of Financial Information 17-19
7. Corporate Governance 19-26
8. Shareholding Structure 27-36
9. Statement Showing the Details of 36
Dividends and Cash bonuses paid during
the last 10 years.
10. Details of commission, brokerage, 36
discount or option for the issue of any
kind of security granted too any person
IV. About TTI Enterprise Limited
1. History 37-39
2. Management 39-40
3. Promoters 41
4. Key Management Personnel 41
V. Outstanding Litigations 42
VI. Material Contracts & Agreements 42
VII. Details of group/Subsidiary Companies 42
VIII. Main Provisions of the Articles of 43-72 Association
IX. Declaration 73
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I. DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, the following terms have the meaning given
below. References to Statutes, rules, regulations, guidelines and policies will be
deemed to include all amendments and modifications notified thereto.
Term
Description
“The Company” TTI Enterprise Limited, a Company incorporated under the or “Company” or “ provisions of the Companies Act, 1956 having its registered
“TTIEL” office at G-59, Nandram Market, P-4, New Howrah Bridge Approach Road, Kolkata – 700001.
Conventional / General Terms / Abbreviations Term Description
Act or Companies The Companies Act, 1956 and the amendments made Act thereto from time to time
Article or AOA. Articles of Association of TTIEL
AGM Annual General Meeting
Auditors The Statutory Auditors of TTIEL being.
Board of Directors The Board of Directors of TTIEL / Board
BSE BSE Limited
CDSL Central Depository Services (India) Limited
CSE The Calcutta Stock Exchange Limited
Depository A Depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants)
Regulations, 1996, as amended
Depository A Depository Participant as defined under the Depositories Participant / DP Act
DIN Director Identification Number
EGM / EoGM Extraordinary General Meeting of the Shareholders of the Company
EPS Earnings Per Share i.e. profit after tax per share
Equity Shares Equity Shares of the Company of face value of Rs. 2/- each, unless otherwise specified in the context thereof
FDI
Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, together with
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rules and regulations there under
Financial Year / 12 months period ending on March 31 of a particular year Fiscal Year / FY
HUF Hindu Undivided Family
IM Information Memorandum
IT Information Technology
I.T. Act The Income Tax Act, 1961
MD Managing Director
MOA. Memorandum of Association of TTIEL
N.A. / N/A Not Applicable
NAV Net Asset Value
NSDL National Securities Depository Limited
p.a. Per annum
PAN Permanent Account Number allotted under the Income Tax Act, 1961 of India
RBI Reserve Bank of India
RoC Registrar of Companies, West Bengal
Rs. / Rupees / ` Indian Rupees
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI Insider Securities and Exchange Board of India (Prohibition of Trading Insider Trading) Regulations, 1992
Regulations
SEBI (SAST) Securities and Exchange Board of India (Substantial Regulations / SEBI Acquisition of Shares and Takeover) Regulations, 2011
Takeover Code
USD / $ U.S. Dollar
WTD Whole-time Director(s)
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SECTION II - RISK FACTORS
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein.
A. Internal Risk Factors
a. Our Group Company had incurred losses in the past.
Our Group Company, Arishtanemi Enterprises Limited (Rs.34,600) and Chitradurga Mercantile Limited (Rs.32,925) had incurred losses during 2012-2013. Other Group Companies, i.e. Pushpadant Enterprises Limited; Pratibhanu Mercantile Limited; Sindhuchita Enterprises Limited; Udyati Traders Limited & Keshwi Traders Limited has yet to commence its operation.
b. The Company has incurred loss in the past.
The Company has incurred a loss of Rs. 0.08 lakhs (after making provision for tax) during the financial year 2010-11.
c. The growth of the Company will depend on our ability to develop its brand
and failure to do so may have a negative impact on its ability to compete in the finance industry.
The Company believes that continuous brand building is necessary for achieving widespread recognition of its services. Promoting and positioning the brand will depend largely on the success of its marketing efforts and its ability to provide high quality services. Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses the Company may incur in building its brand. If the Company fails to promote and maintain its brand, its business, financial condition and results of operations could be adversely affected.
d. The business of the Company is vulnerable to interest rate risk. Volatility in
interest rates may adversely affect its income from its operations and adversely affect its financial performance and profitability.
In the NBFC business, the Company is exposed to the risk of higher interest rates. If the yield on the Company’s interest-earning assets does not increase at the same time or to the same extent as its cost of funds, or its cost of funds does not decline at the same time or to the same extent as the yield on its interest earning assets, the net interest income and net interest margin would be adversely impacted. This could have a material adverse effect on the Company’s financial condition. In addition, potential customers may be deterred from entering into any financing arrangements in an increasing interest rate scenario.
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e. If the Company is unable to attract and retain key employees, its operations
could be adversely affected.
The business substantially depends on the continued service of the key managerial personnel of the Company. The loss of the services of the key managerial personnel could have a material adverse effect on the Company. The future growth in the business will also depend on the ability to attract skilled personnel. The Company could experience difficulty from time to time in hiring the personnel necessary to support its business. In addition, success in expanding the business will also depend, in part, on the ability to attract, retain and motivate appropriately qualified skilled personnel. If the Company does not succeed in attracting quality employees, it will impact the performance of the Company.
f. The Promoter may have a conflict of interest as some of the Group Entities
are in the same line of business.
Some of the Group Entities are in the same line of business as the business of the Company. Hence, the Company may not get the full benefit of the Promoters’ focused attention and managerial skills. This may result in conflict of interest between the Promoter and the business strategies of the Company.
g. The Registered & Corporate office of the Company is not owned by it.
The Registered Office and Corporate office does not belong to the Company. The Company has obtained a rent free certificate from the respective owners permitting it to use the said premise for its business operations. In the case the arrangement is not continued there may be disruption in the business activities and which in turn may adversely affect the profitability of the Company.
h. Material changes in the Regulations that govern the Company could cause
the business to suffer.
NBFCs in India are subject to supervision and regulation by the RBI. Any changes in the regulatory framework affecting NBFCs including the provisioning for NPA, capital adequacy requirements, applicable tax rates could adversely affect the profitability of the business and the future financial performance.
i. The Company may raise further rounds of equity financing in which the
existing shareholders may not participate resulting in reduction of their percentage of holding in the company.
In order to grow business, the Company may require additional funds at various points of time. The Company may raise funds through various means including debt, equity and securities convertible into equity. Any such issuances of equity and securities convertible into equity would dilute the holding of Equity Shareholders. The Company is primarily focused in providing inter corporate loans, personal
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loans, trade financing, trading in shares & securities etc. The business in these areas can be materially affected by conditions in the domestic and global financial markets and economic conditions in India and throughout the world. During periods of unfavorable market or economic conditions, the volume and value of the business incomes may decline. A market downturn would likely lead to a decline in the volume of transactions that the Company may execute for its customers as well as a decrease in income of the Company. Consequently, the profitability may also be adversely affected.
j. The Company may require additional funds to satisfy the capital needs, which the Company may not be able to procure.
The growth of the Company is dependent on having a strong balance sheet to support its activities. The Company may need to raise additional capital from time to time, which it may not be able to procure. Additional capital requirements imposed due to changes in the regulatory regime, new guidelines or significant depletion in the existing capital base due to unusual operating losses or margin pressure from the lending activities also may drive demand for additional financing. The Company may make further equity offerings in the future and any fresh issue of shares or convertible securities would dilute existing holdings. Moreover, additional funds may not be available on attractive terms and conditions, or at all. The inability of the Company to procure additional funds to support its activities could have an adverse effect on the results of operations of the Company. B. EXTERNAL RISK FACTORS 1) A slowdown in economic growth in India could cause the business to suffer.
The performance and the quality and growth of the assets of the Company are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect the business, including the ability to grow its asset portfolio, the quality of the assets, and the ability of the Company to implement its strategy. India’s economy could be adversely affected by a general rise in interest rates, weather conditions adversely affecting the growth of industrial, manufacturing and services sector. In addition, the Indian economy is in a state of transition. The share of the services sector of the economy is rising while that of the industrial, manufacturing and agricultural sectors is declining. It is difficult to gauge the impact of these fundamental economic changes on the business of the Company.
2) Political instability and a significant change in the Government of India’s
economic liberalization and deregulation policies could disrupt the business and cause the price of the Equity Shares of the Company to go down.
The Company’s customers are located in India. The Government of India has traditionally exercised and continues to exercise a dominant influence over
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many aspects of the economy. The Government’s economic policies have had and could continued to have a significant effect on private sector entities, including the Company, and on market conditions and prices of Indian securities, including the equity shares of the Company. The Company cannot control or predict the future course of the Government of India’s policies. Any significant change in the Government’s policies or political instability could adversely affect business and economic conditions in India and also adversely affect Company’s business and financial performance.
3) Terrorist attacks, civil unrest and other acts of violence or war involving India
and other countries could adversely affect the financial markets and the business of the Company.
Terrorist attacks and other acts of violence or war may negatively affect the Indian financial markets and also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence. In addition, any deterioration in relations between India and its neighboring countries might result in investor concern about stability in the region, which could adversely affect the Company. India has also witnessed civil disturbances in the past and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact. Such incidents could also create perception in the minds of investors that, investment in Indian companies involves a higher degree of risk.
4) Natural calamities could have a negative impact on the Indian economy and
cause the business to suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past. The extent and severity of these natural disasters determines their impact on the Indian economy. Further prolonged spells of below normal rainfall or other natural calamities could have a negative impact on the Indian economy, adversely affecting the business of the Company also.
5) Factors affecting Indian economy in general
Like any other entity, the financial results of the Company is also influenced by the macro economic factors determining the growth of the Indian economy in general and continued growth of the securities market. The growth prospects of the business and ability to maintain the growth of the quality asset is also influenced by the growth rate of the securities market indicators. Any slowdown in the Indian economy or slow down in the growth of securities market or any changes in government policy could adversely impact the financial performance of the Company.
6) Any downgrading of India’s sovereign rating by an international rating agency
could have a negative impact on the business of the Company.
Any adverse revisions to India’s sovereign credit ratings for domestic and
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international debt by international rating agencies may adversely impact the ability of the Company to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on the business and financial performance, the ability of the Company to obtain financing for capital expenditures and the price of the Equity Shares of the Company.
1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is
derived from our financial statements prepared in accordance with the Generally
Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) included elsewhere in this Information
Memorandum. The financial year commences on April 1 and ends on March 31, so
all references to a particular financial year are to the twelve-month period ended
March 31 of that year. In this Information Memorandum, any discrepancies in any
table between the total and the sums of the amounts listed are due to rounding off.
Industry and Market Data Unless stated otherwise, industry data and the market data used throughout this
Information Memorandum have been obtained from industry publications, websites
and other authenticated published data. Industry publications generally state that
the information contained in those publications has been obtained from sources
believed to be reliable but that their accuracy and completeness are not guaranteed
and their reliability cannot be assured. Although, the Company believes that
industry data used in this Information Memorandum is reliable, it has not been
independently verified. Similarly, internal company reports, while believed by us to
be reliable, have not been verified by any independent sources.
The extent to which the market and industry data used in this Information
Memorandum is meaningful depends on the readers familiarity with the
understanding of the methodologies used in compiling such data. There are no
standard valuation methodologies or accounting policies in the said industry in India
and methodologies and assumptions may vary widely among different industry
sources.
Currency Information All references to “Rupees” or “Rs.” or “INR” or “`” are to Indian Rupees, the official currency of the Republic of India. All references to “$”, “US$”, “USD”, “U.S.$”, “U.S. Dollar(s)” or “US Dollar(s)” are to United States Dollars, the official currency of the
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United States of America.
2. FORWARD LOOKING STATEMENTS
This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are forward-looking statements. All forward-
looking statements are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those contemplated by the relevant
forward-looking statement.
Important factors that could cause actual results to differ materially from the
Company’s expectations include, among others:
Changes in law and regulations that apply to the industries in India, wherein
the Company is operating;
Increasing competition and the conditions of the customers of the Company;
Changes in Government Policies;
The Company’s ability to successfully implement its strategy, growth and
expansion plans;
General economic and business conditions in the markets in which the
Company operates and in the local, regional and national economies;
Changes in the value of the Rupee vis-à-vis other currencies;
Changes in political and socio-economic conditions in India;
The Company’s ability to meet its capital expenditure requirements; Fluctuations in operating costs;
Company’s ability to attract and retain qualified personnel; Changes in technology;
The performance of the financial markets in India and globally; and
Any adverse outcome in the legal proceedings in which the Company might
get involved in future.
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III. INTRODUCTION
1. Business Overview: TTI Enterprise Limited (registered with the Reserve Bank of India (RBI) as a Non-
Banking Financial Company), is engaged mainly, in the business of investing in
shares, both quoted and unquoted. The Company offers specialized solutions for
meeting specific liquidity requirements with technical insights into capital markets. Opportunities and Threats: Capital markets at present are going through turbulent times due to slow-down in
domestic economy, slow-down in reforms, uncertain global economic environment,
economic crisis faced by a few countries in Europe, fluctuations in currency rates, etc.
Although the inflation has remained steady during the year but it is still under
pressure due to hike in petrol prices, burden of diesel subsidies, high fiscal deficit,
etc. However, the Company feels that the opportunities will soon arise in the markets
upon the corrective policies by the government and better fiscal management which
will strengthen the economy. The NBFC industry holds immense potential and the Government of India's
increased focus towards Financial Inclusion has created various opportunities for
existing NBFCs to leverage on their established customer base in rural areas. The
recent steps by the Government of India to create Infrastructure for NBFC and to
provide banking license for NBFCs is a positive signal. The above opportunities have
made the Industry highly competitive with the emergence of new category of
systematically important NBFCs. Along with existing local and Multinational players
leading to tough competition within the industry. Challenges & Future Outlook- While NBFCs have witnessed substantial growth over the years, there are few areas of concern which need to be addressed. For instance, while NBFCs have enjoyed an edge over banks in semi-urban & rural markets where banking network is not yet strong, they have limited spread in urban markets. Nonetheless, in recent years, NBFCs have begun to create niches for themselves that are often neglected by banks. These primarily include providing finance to non-salaried individuals, traders, transporters, stock brokers, etc. The growth of the Company depends directly upon the performance of the Securities Market, the Regulatory framework and other micro and macro economic factors in the economy viz-a-viz movements in the interest rates, fluctuation in the currency rates, etc. that have a direct bearing on the investment decisions of the Company. Barring unforeseen circumstances, the Company has huge growth prospects and is
currently chalking out the roadmap to penetrate into new RBI approved segments
for NBFCs.
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2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (AS PER THE
LAST AUDITED ANNUAL REPORT)
A. INDUSTRY STRUCTURE AND DEVELOPMENTS:
TTI Enterprise Limited is a NBFC and is engaged mainly in the business of investing
in shares, both quoted and unquoted. The industry structure relevant to the
Company’s operations is mainly concerned with the capital market. The NBFCs sector is undergoing a significant transformation at present and has come
to be recognized as an important element of the financial system. The recent issue in
financial sector has highlighted the necessity, importance and significant role, the
NBFCs play in development of nation’s infrastructure.
In the financial system of India, importance of NBFCs has been much discussed. RBI
has been setting right its regulatory and supervising policies from time to time to
keep pace with the changes in the environment.
NBFCs have been actively fuelling the growth of the economy – especially the
infrastructure part of the economy and have been supplementing the Banking system
effectively and thus enhancing competition and diversification in the financial sector
The NBFCs have attracted substantial investments during the recent years both from
the retail and from the wholesale side. The growth also has been significant during
this year. The NBFCs have been catalysts in accelerating the growth in the semi
urban and rural areas. The projections made by RBI and other Financial forecasts
gives substantial growth opportunities for the industry in the coming years.
B. ECONOMY OVERVIEW:
Indian economy has continuously recorded high growth rates and has become an
attractive destination for Investments. India is the second most preferred destination
for foreign investors. India has highest increase in Share of Services in GDP at 8.1%
India’s service sector has emerged as a prominent sector in terms of its contribution to national and state incomes, trade flows, FDI inflows and employment. For more
than a decade the sector has been pulling up the growth of Indian Economy with
great stability.
B. COMPANY OVERVIEW
The RBI has started reducing interest rates from April 2012. The prevailing interest rates in the economy have a direct impact on financial markets. Despite the unfavorable market
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scenario the Company earned adequate income from its business activities. C. OPPORTUNITIES AND THREATS:
The tightening credit environment creates mismatches in asset pricing and provides
opportunities to the Company to deploy funds at higher ROI. Due to the credit
squeeze more and more people are resorting to getting funds from NBFC’s in order to meet their credit needs. There is low penetration of financial services and products
in India leaving room for the Company to expand.
Many regulatory changes impact the landscape of business and the business
strategies have to be altered. Unfavorable economic condition of the domestic and
global markets effect the business of the Company. Increased competition from local
and global players operating in India also affects the financial operations of the
Company.
D. ADEQUACY OF INTERNAL CONTROL:
The Company has in place an effective and independent internal controls system
covering all areas of operations. The transactions entered into by the Company are
duly authorized and recorded correctly. A regular review is done in respect of the
financial and operating controls of the Company.
E. HUMAN RESOURCE DEVELOPMENT
The Company continued its efforts towards strengthening of human resources by
providing employees with better working atmosphere by giving proper training at
all levels. The Industrial Relations during the year continued to be cordial and
peaceful.
F. SEGMENT-WISE PERFORMANCE The Company is into single reportable segment only
G. CAUTIONARY STATEMENT Investors are cautioned that this discussion contains statements that involve risks
and uncertainties. Words like anticipate, believe, estimate intend, will, expect and
other similar expressions are intended to identify “Forward Looking Statements”. The company assumes no responsibility to amend, modify or revise any forward
looking statements, on the basis of any subsequent developments, information or
events. Actual results could differ materially from those expressed or implied.
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3. GENERAL INFORMATION
The Company was incorporated with name “Tycoon Trades & Investment Limited” and the Certificate of Incorporation was granted by the Registrar of Companies, West
Bengal on 12th June, 1981 vides registration No. 033771. The Company obtained its
certificate for commencement of Business from the Registrar of Companies, West
Bengal on 3rd July, 1981. The name of the Company was changed to TTI Enterprise
Limited on 1st July, 2011. The Corporate Identification Number of the Company is
L67120WB1981PLC033771.
a) Eligibility Criterion
The Company is submitting its Information Memorandum, containing information
about itself, making disclosures in line with the disclosure requirement for public
issues, as applicable, to BSE for making the said Information Memorandum available
to public through their website viz. www.bseindia.com
b) Prohibition by SEBI
The Company, its directors, its promoters, other companies promoted by the
promoters and companies with which the company’s directors are associated as
directors have not been prohibited from accessing the capital markets under any
order or direction passed by SEBI.
c) Caution The Company accepts no responsibility for statements made otherwise than in the
Information Memorandum or any other material issued by or at the instance of the
Company and anyone placing reliance on any other source of information would be
doing so at his or her own risk. All information shall be made available by the
company to the public and investors at large and no selective or additional
information would be available for a section of the investors in any manner.
d) Disclaimer Clause of BSE
As required, a copy of this Information Memorandum is being submitted to BSE. The BSE does not in any manner:
• Warrant, certify or endorse the correctness or completeness of any of the contents
of this Information Memorandum; or
• Warrant that this Company’s securities will be traded or will continue to be traded on the BSE; or
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• Take any responsibility for the financial or other soundness of this Company, its
promoters, its management or any scheme or project of this Company;
• And it should not for any reason be deemed or construed to mean that this
Information Memorandum has been cleared or approved by the BSE. Every
person who desires to acquire any securities of this company may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim
against the BSE whatsoever by reason of any loss which may be suffered by such
person consequent to or in connection with such subscription / acquisition
whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.
e) Filing
Copies of Information Memorandum have been filed with BSE in due compliance.
f) Listing Application has been made to BSE for permission to deal in and for an official
quotation of the Equity Shares of the Company. The Company has already taken
steps for the completion of necessary formalities for commencement of trading at the
Stock Exchanges mentioned above.
g) DEMAT Credit The Company has executed Agreements with NSDL and CDSL for its securities in
DEMAT form as per the following details:
(i)Dematerialization of Shares
Tripartite agreements have been signed between the Company, the Registrar and
CDSL and NSDL. The ISIN No. allotted to the Company is INE 404F01023.
(ii)Registrar & Share Transfer Agent
Niche Technologies Pvt. Ltd D-511, Bagree Market, 5th Floor, 71, B.R.B.B.Road, Kolkata – 700001. (ii)
h) Auditors M/s VikashChamaria, Chartered Accountants, Kolkata 2/C, N.S. Road Shantinagar Colony, Liluah, Howrah- 711204. i) Bankers to the Company Kotak Mahindra Bank, Branch: Brabourne Road Address: Ground Floor, 2 Brabourne Road Kolkata- 01.
16
Tamilnad Mercantile Bank Limited Branch: Kolkata Address: 58-D, N.S. Road, Kolkata-01. j) Compliance Officer Ms. Binjal Mehta, Company Secretary (Investors can contact the Compliance Officer in case of any share transfer related
problem)
4. CAPITAL STRUCTURE
Particulars Amount (in Rs) (A) Authorized Share Capital
127,500,000 Equity Shares of Rs.2/- Each
255,000,000
(B) Issued, Subscribed and Paid-up Equity Capital
127,022,110 Equity Shares of Rs.2/- Each
254,044,220
5. SHARE CAPITAL HISTORY OF THE COMPANY
Date of Issue Type of Issue
Type of securities issued
Issue Price (inRs.)
Issued at Premium/ (Discount)
Consideration Cash/Other than Cash
No of shares issued
Cumulative Capital (No of shares)
Whether Listed, if not listed give reasons thereof
12-06-1981
Subscribers To the Memorandum of Association to public offer
Equity shares of Rs 10/- each 10 Nil Cash 70 70 Listed
1981 Public Issue**
Equity shares of Rs 10/- each 10 Nil Cash 239930 240000 Listed
22-03-2004 Amalgamation
Equity shares of Rs 10/- each
Refer Note No: 1 N.A
Refer Note No: 1 1614422 1854422 Listed
21-02-2008 Amalgamation
Equity shares of Rs 10/- each
Refer Note No:2 N.A
Refer Note No:2 8550000 10404422 Listed
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13-05-2011 Stock-Split
Equity shares of Rs 2/- each
Refer Note No:3 N.A
Refer Note No:3 41617688 52022110 Listed
29-09-2012 Amalgamation
Equity shares of Rs 2/- each
Refer Note No: 4 N.A
Refer Note No: 4
75000000
127022110 Listed
Note:- 1. Kinsman Finvest Limited; Vijay Chemo Limited & Vijay He-care Limited was
amalgamated with the Company & 16,14,422 equity shares of Rs. 10/- each was issued to the shareholders of erstwhile entity.
2. Zaver Overseas Limited & BJ Management Services Limited was amalgamated with the Company & 85,50,000 equity shares of Rs. 10/- each was issued to the shareholders of erstwhile entity.
3. The Company has split the face value of its Shares from Rs. 10/- each to Rs. 2/- each &accordingly 4,16,17,688 was issued to the existing shareholders of the Company.
4. Nirja Trimpex Limited was amalgamated with the Company & 7,50,00,000 equity
shares of Rs. 2/- each was issued to the shareholders of the erstwhile entity.
6. SUMMARY OF FINANCIAL INFORMATION
Statement of Assets & Liabilities Account for the financial year 2012-13, 2011-12 &
2010-11
(Amount in Rs. Lac’s)
PARTICULARS AS on
31.03.2013
As on
31.03.2012
As on
31.03.2011
Equity And Liabilities
1. Shareholder’s Funds
(a) Share Capital 2540.44 1040.44 1040.44
(b) Reserves & Surplus 57.62 51.54 49.95
2. Share Application Money
pending Allotment
- - -
3. Non-Current Liabilities -
(a) Deferred Tax Liabilities (Net) - - -
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4. Current Liabilities
(a) Other Current Liabilities 0.12 60.58 0.38
(b) Short Term Provisions 2.61 1.64 -
Total Equity & Liabilities 2600.79 1154.20 1090.77
ASSETS
1. Non-Current Assets
(a) Fixed Assets - - -
(b) Non-Current Assets 3.26 0.40 -
2. Current Assets
(a) Current Investments 1446.20 222.77 633.88
(b) Trade Receivable 0.40 - -
(c) Cash And Cash
Equivalents
55.82 179.35 50.39
(d) Other Current Assets 22.31 34.18 11.74
(e) Short Term Loans &
Advances
1044.55 653.65 350.86
(f) Inventories 28.25 63.85 43.90
Total Assets 2600.79 1154.20 1090.77
Statement of Profit & Loss Account for financial years 2012-13, 2011-12, 2010-11;
(Amount in Rs. Lac’s)
PARTICULARS As on
31.03.2013
As on
31.03.2012
As on
31.03.2011
Income/Revenue from Operations 286.20 378.35 105.32
Total 286.20 378.35 105.32
Expenses:
Employee Benefit Expenses 13.89 7.56 6.06
Purchases 142.11 372.59 112.90
19
Changes in Stock in Trade 97.41 (19.95) (43.90)
Other Administrative Expenses 20.59 12.90 29.06
Amortization Expenses 3.69 1.03 1.03
Provisions against Standard Assets 0.98 1.63 -
Total 278.67 375.77 105.15
Profit before exceptional &
extraordinary items & tax
7.52 2.58 0.17
Tax expense:
(1) Provision for Current Tax 1.45 0.57 0.24
(2) Current tax expense relating
to prior year
- 0.42 0.01
Profit (Loss) from the period from
continuing operations
6.07 1.59 (0.08)
Transfer to Mandatory “Reserve Fund” [Sec.45C,RBI Act]
1.21 0.32 3.46
Profit/(Loss) for the period 4.86 1.27 (0.08)
Earning per equity share:
(1) Basic
0.01
0.00
0.00
(2) Diluted 0.01 0.00 0.00
7. CORPORATE GOVERNANCE
In compliance with the Corporate Governance reporting requirements as per the
format prescribed by the Securities and Exchange Board of India and incorporated in
Clause 49 of the Listing Agreement with the Stock Exchanges, the Company’s policies on Corporate Governance and compliance thereof, up to March 31, 2013 is
enumerated below for information of the shareholders and investors of the company:
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE: Good Corporate Governance practices have always been an integral part of the
Company’s philosophy. The Company reviews its Corporate Governance practices
20
to ensure that they reflect the latest developments in the corporate arena & position it
to the best Corporate Governance practices. The Company is committed to
transparency in all its dealings with shareholders, employees, the Government and
other parties and places high emphasis on business ethics. The basic philosophy of
Corporate Governance in the Company is to achieve business excellence and
increasing long-term shareholder value, keeping in view the interests of the
company’s stakeholders. 2. BOARD OF DIRECTORS
The Company is managed by well- qualified professionals. All directors are suitably
qualified, experienced and competent .The members of the Board of Directors are
persons with considerable experience and expertise in Audit, Accounts, Finance,
Administration and Marketing. The Company is benefitted by the experience and
skills of the Board of Directors.
The Board of Directors consists of three members, comprising of one Non Executive
Promoter Director and two Non Executive Independent Directors. The Board’s composition meets the stipulated requirements of clause 49 of the listing agreement
of the Stock Exchanges.
The Independent Directors have made disclosures to the Board confirming that there
are no material, financial and/or commercial transactions between them and the
company which could have potential conflict of interest with the company at large.
The Company has a Code of Conduct for Directors and Senior Management
personnel. The code is available on the official website of the company: Error! Hyperlink
reference not valid.
All Directors and Senior Management Personnel have affirmed compliance with the
code of conduct approved and adopted by the Board of Directors.
3. Board Meetings
The Board of Directors formulates the business policies of the company, reviews the
performance and decides on the main issues concerning the company. During the
year under review, 11 Board Meetings were held on 3rd April, 2012, 25th April, 2012,
24th May, 2012, 26th May, 2012, 30th July,2012, 13th August, 2012, 5th September,
2012, 29th September 2012, 14th November, 2012, 6th February, 2013 and 7th March,
2013.Details of attendance of each Director at various meetings of the Company are
as follows:
21
Name of
the
Director
Category of
Directorship
Directorship in other
companies
Membershi
p/
Chairman
in other
companies
Total Board
Meeting
Attended
Attendance in Last AGM
Mr.
Jitendra
Kumar
Mehta
Promoter &
Non-Executive
Director
1)Citrus Securities
Pvt.Ltd
2)Waltz Tracom
Pvt.Ltd
3)Jayalakshmi
Merchants Ltd
4) Chitradurga
Mercantile Ltd
5) Pratibhanu
Mercantile Ltd
6) Arishtanemi
Enterprises Ltd
7) Sindhuchita
Enterprises Ltd
8) Pushpadant
Enterprises Ltd
NIL 11 Yes
Mr. Alok
Kumar
Goenka
Non-Executive
Independent
Director
1)Ansu Trade &
Fiscals Pvt.ltd
2)Sudhalok
Consultants Pvt.Ltd.
NIL 11 Yes
Mr. Ajay
Kumar
Agarwal
Non-
Executive
Independent
Director
1)Sandesh Business
Pvt.Ltd.
2)Speedfast Finco
Pvt.Ltd.
3)Amritphal
Tradelink Pvt.Ltd
4)Bihar Rubber
Co.Ltd.
5) Sppedfast
Advisory Services
Pvt.Ltd
6) Mithila Bottling &
Beverages Pvt.Ltd.
NIL 11 Yes
Note: • None of the Directors of your Company is a member of more than 10 Committees
nor was the Chairman of more than five Committees across all companies in
22
which they are Directors. • The required information (as enumerated in Annexure I in clause 49) was made
available to the Board of Directors.
• There is no inter-se relationship amongst the Board of Directors of the company.
4. Audit Committee
The role and terms of reference of the Audit Committee are in accordance with
Clause 49 of the Listing Agreement and Section 292 A of the Companies Act, 1956.
This, inter alia, includes the overview of Company’s financial process, review of quarterly, half yearly and annual financial statements, review of internal control and
internal audit systems.
During the year under review, Four Audit Committee Meetings were held on 16th
May, 2012, 3rd August, 2012, 09th November, 2012 and 4th February, 2013. The Committee is headed by a Non Executive Independent Director. The Chairman
of the Audit Committee was present at the last AGM held on 15.09.2012.
Details of attendance of each members of the Audit Committee are as under: -
Name of the Director Category Nos. of Meetings Attended
Mr. Alok Kumar Goenka Chairman & 4 Independent Director
Mr. Ajay Kumar Non Executive & 4 Agarwal Independent Director
Mr. Jitendra Kumar Mehta
Non Executive, Non- Independent Director
tor
4
Brief Terms of Reference The role of the audit committee shall include the following: 1. Oversight of the company’s financial reporting process and the 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 and, if required,
the replacement or removal of the statutory auditor and the fixation of audit fees.
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:
a) Matters required being included in the Director’s Responsibility Statement to
23
be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same c) Major accounting entries involving estimates based on the exercise
of judgment by management d) Significant adjustments made in the financial statements arising
out of audit findings e) Compliance with listing and other legal requirements relating to
financial statements f) Disclosure of any related party transactions g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before
submission to the board for approval.
6. Reviewing, with the management, performance of statutory and internal
auditors, and adequacy of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, staffing & seniority of
the official heading the department, reporting structure coverage and frequency
of internal audit. 8. 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.
9. 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. 10. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors.
11. To review the functioning of the Whistle Blower mechanism, in case the same is
existing.
12. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
5. Shareholders’/Investors’ Grievances Committee: All matters related to transfer/ transmission of shares and Investor grievances have
been entrusted to the Shareholders’/Investors’ Grievances Committee. The Shareholders’/Investors’ Grievances Committee comprises of the following Directors.
Name of Members Status
Mr. Ajay Kumar Agarwal Chairman
Mr. Alok Kumar Goenka Member
Mr. Jitendra Kumar Mehta Member
24
The Company has not received any complaints from the Shareholders of the
Company during the year 2012-2013.
6. Annual General Meetings The details of last three Annual General Meetings are as follows: Year Date Venue Time 2009-2010 28.09.2010 58 D, Netaji Subhas
Road, Kolkata – 700001
4.00 P.M
2010-2011 23.09.2011 G-59, Nandram Market, P-4, New Howrah Bridge Approach Road, Kolkata – 700001
4.00 P.M
2011-2012 15.09.2012 G-59, Nandram Market, P-4, New Howrah Bridge Approach Road, Kolkata – 700001
4.00 P.M
During the year under review, no special resolution was passed and no resolution
was passed through postal ballot.
7. Statutory Disclosures
During the year, the Company has not entered into any transaction of material nature
with its Promoters, Directors, their related companies, firms, subsidiaries or relatives
etc. that may have a potential conflict with interest of the Company.
The Company has not been penalized, nor have any strictures been imposed by the
Stock Exchanges, SEBI or any statutory authority, during the last three years, on any
matter relating to capital market.
8. Listing on Stock Exchanges The Calcutta Stock Exchange Ltd, 7, Lyons Range, Kolkata – 700001. 9. ISIN No The Company’s Demat International Security Identification Number
(ISIN) for its equity shares in NSDL and CDSL is INE 404F01023.
10. Stock Market Data The Company equity shares are listed at Calcutta Stock Exchange (CSE).
25
2012-13 Calcutta Stock Exchange Month High (Rs.) Low(Rs.) Volume April 2012 - - - May 2012 - - - June 2012 - - - July 2012 - - - August 2012 25.20 25.20 312250 September 2012 - - - October 2012 25.20 25.20 150000 November 2012 - - - December 2012 - - - January 2013 25.20 25.20 4256500 February 2013 25.25 25.20 3866425 March 2013 25.25 25.25 3128000 11. Share Transfer System The share transfers received in physical form are processed and the share certificates
are usually returned within 15 days of lodgment, subject to the documents being
valid and complete. Dematerialization of shares is usually processed and
confirmation given to respective depositories within 21 days of receipt of
Dematerialization Request Form. As on 31st March 2013, 99.48% of equity shares are
in electronic form, the transfer of which is done through depositories.
Status on Dematerialized Shares (Equity ISIN No. INE 404F01023)
12. Means of Communication The Company publishes quarterly un-audited financial results, audited annual
results and Notices as required under clause 41 of the Listing Agreement in widely
national & local dailies like Business Standard & Arthik Lipi. The Company displays
its results on its website. There is no presentation made by the Company to any
institutional investors or to any analyst.
Shares Held through Percentage of Holding (%)
NSDL 99.00
99
CDSL 0.48
Physical 0.52
Total 100.00
26
Address for Correspondence TTI Enterprise Ltd G-59, Nandram Market, P-4, New Howrah Bridge Approach Road, Kolkata – 700001. Phones: 033 – 30229197 Fax: 033 – Address of the Registrar Niche Technologies Pvt Ltd D-511, Bagree Market, 5th Floor, 71, B.R.B Basu Road, Kolkata – 700001. The Company is also maintaining a separate e-mail id: [email protected] for
registering the investor Complaints and grievances.
SEBI Complaints Redress System (SCORES) SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints
Redress System the system of processing of investors complaints in a centralized
web based complaints redress portal known as ‘SCORES’. The salient features of this system are: centralized database of all Complaints, online upload Action Taken
Reports (ATRs) by concerned Companies and online viewing by investors of action
taken on the complaints and its current status. The Company is registered with SEBI under the SCORES system.
27
9. SHAREHOLDING STRUCTURE
Shareholding Pattern of the Company as on 30th June, 2014
(a) Distribution of Shareholding & shareholding pattern
DISTRIBUTION OF SHAREHOLDING AS ON 30th June, 2014
No. of Shares Range
No. of Shareholders
% of Shareholders
Value of Shares Held
% of Shareholding
1 to 5000 318 61.87 63536 0.05
5001 to 10000 4 0.78 35000 0.03
10001 to 20000 47 9.14 1772585 1.40
20001 to 30000 0 0 0 0
30001 to 40000 0 0 0 0
40001 to 50000 0 0 0 0
50000 to 100000 40
7.78 3298900 2.59
100001 and Above
105
20.43
121852089
95.93
Total 514 100.00 127022110 100
28
SHAREHOLDING PATTERN AS ON 30TH June, 2014
Name of the Company: TTI Enterprise Limited
Scrip Code, Name of the scrip, class of security:
Period ended: AS ON 30th
June, 2014
Partly paid-up shares:-
No. of partly paid-up
shares
As a % of total
no. of partly
paid-up shares
As a % of total no. of
shares of the company
Held by promoter/promoter group 0 0 0
Held by public 0 0 0
Total 0 0 0
Outstanding convertible securities:-
No. of outstanding
securities
As a % of total no.
of outstanding
convertible
securities
As a % of total no. of
shares of the company,
assuming full
conversion of the
convertible securities
Held by promoter/promoter group 0 0 0
Held by public 0 0 0
Total 0 0 0
Warrants:- No. of warrants
As a % of total no.
of warrants
As a % of total no. of
shares of the company,
assuming full
conversion of warrants
Held by promoter/promoter group 0 0 0
Held by public 0 0 0
Total 0 0 0
Total paid-up capital of the company,
assuming full
conversion of warrants and
convertible securities 127022110 100
29
(I)(a) Statement showing Shareholding Pattern under Clause 35 of the Listing Agreement
Name of the Company: TTI ENTERPRISE LIMITED
Script Code: 30137
Period ended: As on 30th
June, 2014
Category
code
Category of
shareholder
Number
of
sharehol
ders
Total
number of
shares
Number of
shares held
in
demateriali
zed form
Total shareholding as
a percentage of total
number of shares
Shares Pledged or
otherwise encumbered
As a
percen
tage of
(A+B)
As a
percentage
of (A+B+C)
Number of
shares
As a
percentage
(A) Shareholding of
Promoter and
Promoter Group
1 Indian
(a) Individuals/ Hindu
Undivided Family
9 4355775 4355775 3.429 3.429 0 0
(b) Central
Government/
State
Government(s)
0 0 0 0.00 0.00 0 0
(c) Bodies Corporate 4 22750000 22750000 17.910 17.910 0 0
(d) Financial
Institutions/ Banks
0 0 0 0 0 0 0
(e) Any Other 0 0 0 0 0 0 0
(specify) 0 0 0
Sub-Total (A)(1) 13 27105775 27105775 21.339 21.339 0 0
2 Foreign
(a) Individuals (Non-
Resident
Individuals/
Foreign
Individuals)
0 0 0 0.00 0.00 0 0
(b) Bodies Corporate 0 0 0 0.00 0.00 0 0
(c) Institutions 0 0 0 0.00 0.00 0 0
(d) Any Other
(specify)
0 0 0 0.00 0.00 0 0
Sub-Total (A)(2) 0 0 0 0.00 0.00 0 0
Total
Shareholding of
Promoter and
13 27105775 27105775 21.339 21.339 0 0
30
Promoter Group
(A)= (A)(1)+(A)(2)
(B) Public
shareholding
1 Institutions 0 0 0 0 0 0 0
(a) Mutual Funds/ UTI 0 0 0 0 0 0 0
(b) Financial
Institutions/ Banks
0 0 0 0 0 0 0
(c) Central
Government/
State
Government(s)
0 0 0 0 0 0 0
(d) Venture Capital
Funds
0 0 0 0 0 0 0
(e) Insurance
Companies
0 0 0 0 0 0 0
(f) Foreign
Institutional
Investors
0 0 0 0 0 0 0
(g) Foreign Venture
Capital Investors
0 0 0 0 0 0 0
(h) Any other 0 0 0
Sub-Total (B)(1) 0 0 0 0 0 0 0
2 Non-institutions
(a) Bodies Corporate 59 56963982 56963982 44.846 44.846 0 0
(b) Individuals - 0 0
i. Individual
shareholders
holding nominal
share capital up to
Rs. 1 lakh.
328 1806409 1447184 1.422 1.422 0 0
ii. Individual
shareholders
holding nominal
share capital in
excess of Rs. 1
lakh.
113 41143444 41018444 32.391 32.391 0 0
(c) Any other (specify) 1 2500 2500 0.002 0.002 0 0
Sub-Total (B)(2) 501 99916335 99432110 78.661 78.661 0 0
Total Public
Shareholding (B)=
(B)(1)+(B)(2)
501 99916335 99432110 78.661 78.661 0 0
TOTAL (A)+(B) 514 127022110 126537885 100.00 100.00 0 0
31
(C) Shares held by
Custodians and
against which
Depository
Receipts have
been issued
0 0 0 0.00 0.00 0 0
GRAND TOTAL
(A)+(B)+(C)
514 127022110 126537885 100.00 100.00 0 0
(I) (A) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”.
Sr.
No
Name of the
shareholder
Details of Shares
held
Encumbered
shares (*)
Details of warrants Details of convertible
securities
Total
shares
(includin
g
underlyi
ng
shares
assumin
g full
conversi
on of
warrants
and
converti
ble
securitie
s) as a %
of
diluted
share
capital
No. of
shares
held
As a %
of
grant
total
(A)+(B
)+(C)
No
.
As a % As a %
of grant
total
(A)+(B)
+(C) of
sub
clause
(I)(a)
No.
of
warr
ants
held
As a %
total
No. of
warrant
s of the
same
class
No. of
conver
tible
securit
ies
held
As a %
No. of
convert
ible
securiti
es of
the
same
class
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII)
1
Irawati
Enterprises LLP
6000000 4.724 0 N.A N.A NIL N.A NIL N.A 4.724
2 Meghnath
Wealth Creators
LLP
5000000 3.936 0 N.A N.A NIL N.A NIL N.A 3.936
3 Padmalakshmi
Wealth Creators
6000000 4.724 0 N.A N.A NIL N.A NIL N.A 4.724
32
LLP
4 Vaikundam
Advisors LLP
5750000 4.527 0 N.A N.A NIL N.A NIL N.A 4.527
5 Binjal Mehta 501950 0.395 0 N.A N.A NIL N.A NIL N.A 0.395
6 Hastin Mehta 208800 1.164 0 N.A N.A NIL N.A NIL N.A 0.164
7 Indumati Mehta 363725 0.286 0 N.A N.A NIL N.A NIL N.A 0.286
8 Indumati Mehta 1550000 1.220 0 N.A N.A NIL N.A NIL N.A 1.220
9 Jagruti Mehta 3875 0.003 0 N.A N.A NIL N.A NIL N.A 0.003
10 Jitendra Kumar
Mehta
260000 0.205 0 N.A N.A NIL N.A NIL N.A 0.205
11 Jitendra Mehta 74000 0.058 0 N.A N.A NIL N.A NIL N.A 0.058
12 Paraj Mehta 706375 0.556 0 N.A N.A NIL N.A NIL N.A 0.556
13 Paraj Mehta 687050 0.541 0 N.A N.A NIL N.A NIL N.A 0.541
Total 27105775 21.339 0 N.A N.A NIL N.A NIL N.A 21.339
(I) (C ) (i) Statement showing Shareholding of persons belonging to the category “Public” and holding more than 1% of the total number of shares
Sr.No No. of
shares
Shares as
a % of
total No.
of shares
{i.e.
Grand
Total
(A)+(B)+(
C)
indicated
in
Stateme
nt at
Para
(I)(a)
above}
Details of
warrants
Details of convertible
securities
Total
shares
(including
underlying
shares
assuming
full
conversion
securities)
as a % of
diluted
share
capital
No. of
warrant
s held
As a %
total
No. of
warra
nts of
the
same
class
No. of
converti
ble
securitie
s held
As a %
total No.
of
convertibl
e
securities
of the
same
class
1 B P Electricals Pvt.Ltd 1985450 1.563 NIL N.A NIL N.A 1.563
33
2 Chaitali Tradelink Pvt.Ltd 6557636 5.163 NIL N.A NIL N.A 5.163
3 Gajmukta Merchants
Pvt.Ltd
4988600 3.927 NIL N.A NIL N.A 3.927
4 Gandevi Commerce Pvt.Ltd 1841575 1.450 NIL N.A NIL N.A 1.450
5 Paramjaya Infraprojects LLP 4450000 3.503 NIL N.A NIL N.A 3.503
6 Rajgiri Overseas Pvt.Ltd 4595000 3.617 NIL N.A NIL N.A 3.617
7 Ruju Tradecom Pvt.Ltd 4946410 3.894 NIL N.A NIL N.A 3.894
8 Rupashi Impex Pvt.Ltd 4502505 3.545 NIL N.A NIL N.A 3.545
9 Trishnu Realtech LLP 2900000 2.283 NIL N.A NIL N.A 2.283
10 Urjani Advisores LLP 4827500 3.801 NIL N.A NIL N.A 3.801
11 Vandita Commercial Pvt.Ltd 5105714 4.020 NIL N.A NIL N.A 4.020
12 Vanshi Infra Projects
Pvt.Ltd
4543855 3.577 NIL N.A NIL N.A 3.577
13 Visvavasu Infratech LLP 4265000 3.358 NIL N.A NIL N.A 3.358
14 Ajoy Kumar Agarwal 4075000 3.208 NIL N.A NIL N.A 3.208
15 Harpreet Singh 4000000 3.149 NIL N.A NIL N.A 3.149
16 Jaya Prada Nahata 2500000 1.968 NIL N.A NIL N.A 1.968
17 Kamlesh Kumar Mishra 3162000 2.489 NIL N.A NIL N.A 2.489
18 Lalit Kumar Sadani 1275000 1.004 NIL N.A NIL N.A 1.004
19 Lalit Kumar Sadani 1275000 1.004 NIL N.A NIL N.A 1.004
20 Niraj Pathak 3568850 2.810 NIL N.A NIL N.A 2.810
21 Shobha Sadani 1275000 1.004 NIL N.A NIL N.A 1.004
Total 76640095 60.336 NIL N.A NIL N.A 60.336
34
ふIぶふCぶふｷｷぶ “デ;デWﾏWﾐデ ゲｴﾗ┘ｷﾐｪ “ｴ;ヴWｴﾗﾉSｷﾐｪ ﾗa ヮWヴゲﾗﾐゲ HWﾉﾗﾐｪｷﾐｪ デﾗ デｴW I;デWｪﾗヴ┞ さP┌HﾉｷIざ ;ﾐS ｴﾗﾉSｷﾐｪ more than 5% of the total number of shares
Sr.
No.
Name of the
shareholder
Number of
shares
Shares as a
percentage of
total number
of shares {i.e.,
Grand Total
(A)+(B)+(C)
indicated in
Statement at
para (I)(a)
above} Details of warrants
Details of convertible
securities
Total shares
(including
underlying shares
assuming full
conversion of
warrants and
convertible
securities) as a %
of diluted share
capital
No. of
warrants
held
As a %
total
number
of
warrants
of the
same
class
Number of
convertible
securities
held
As
a %
tot
al
nu
mb
er
of
co
nv
erti
ble
sec
uri
tie
s
of
the
sa
me
cla
ss
1 Chaitali Tradelink
Pvt.Ltd
6557636 5.163 NIL N.A NIL N.A 5.163
Total 6557636 5.163 NIL N.A NIL N.A 5.163
(I)(d) Statement showing details of locked-in shares
Sr.
No.
Name of the shareholder Number of
locked-in
shares
Locked-in shares as a percentage of
total number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1 N.A. 0 0.00
TOTAL 0 0.00
35
(II)(a) Statement showing details of Depository Receipts (DRs)
Sr. No. Type of outstanding DR
(ADRs, GDRs, SDRs, etc.)
Number of
outstanding
DRs
Number of shares
underlying
outstanding DRs
Shares
underlying
outstanding DRs
as a percentage
of total number
of shares {i.e.,
Grand Total
(A)+(B)+(C)
indicated in
Statement at
para (I)(a)
above}
1 N.A. 0 0 0.00
TOTAL 0 0 0.00
(II)(b)
Statement showing holding of Depository Receipts (DRs), where underlying shares held
by "promoter/promoter group" are in excess of 1% of the total number of shares
Sr. No. Name of the DR
Holder
Type of outstanding
DR (ADRs, GDRs,
SDRs, etc.)
Number of shares
underlying
outstanding DRs
Shares underlying outstanding
DRs as a percentage of total
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1 N.A. 0 0.00
TOTAL 0 0.00
36
(j) List of Top 10 Shareholders Sr.
No
Name of Shareholder No. of Shares Percentage of Total
Paid up Capital
1 CHAITALI TRADELINK PRIVATE LIMITED 6132731 4.83%
2 IRAWATI ENTERPRISES LLP 6000000 4.72%
3 PADMALAKSHMI WEALTH CREATORS
LLP
6000000 4.72%
4 VAIKUNDAM ADVISORS LLP 5750000 4.53%
5 MEGHNATH WEALTH CREATORS LLP 5000000 3.94%
6 GAJMUKTA MERCHANTS PRIVATE
LIMITED
4988600 3.93%
7 URJANI ADVISORS LLP 4827500 3.80%
8 RAJGIRI OVERSEAS PRIVATE LIMITED 4595000 3.62%
9 PARAMJAYA INFRAPROJECTS LLP 4450000 3.50%
10 VANDITA COMMERCIAL PRIVATE
LIMITED
4373719 3.44%
9. Statement Showing the Details of Dividends and Cash bonuses paid during
the last 10 years. (NIL)
10. Details of commission, brokerage, discount or option for the issue of any kind
of security granted to any person The Company has not given any commission, brokerage, discount or option for the
issue of any kind of security granted too any person.
11. The Company has not issued any prospectus nor came with Public Issue during
last 5 years.
12. The Company does not have any outstanding convertible instruments including
warrants pending conversion.
37
IV.ABOUT TTI ENTERPRISE LIMITED
1. HISTORY The Company was incorporated with name “TYCOON TRADES & INVESTMENT LIMITED” and the Certificate of Incorporation was granted by the Registrar of Companies, West Bengal on 12th June, 1981 vides registration No. 33771. The
Company obtained its certificate for commencement of Business from the Registrar of
Companies, West Bengal on 3rd July, 1981. The Company changed its name to ‘TTI ENTERPRISE LIMITED’ on 1st July, 2011. The Corporate Identification Number of the
Company is L67120WB1981PLC033771. TTI Enterprise Limited is a Non Banking Financial Company (NBFC). The Company
obtained its Certificate of Registration from RBI to carry on the business of non –banking financial institution on 23rd December, 2000 & obtained fresh certificate after
name changed on 27th March, 2012. The Registration no. of the Company with RBI is
B.05.02515. At present, the Company is carrying on NBFC’S activities. The main business of the company is to make both long term and short term investment in
shares, Mutual Fund, debentures & other trade able securities. The Company also
provides corporate loans, personal loans, margin funding, trade financing, etc. Presently the equity shares of TTI Enterprise Limited are listed with The Calcutta
Stock Exchange Limited (CSE). The Company will continue its focus and efforts in Capital Market as well as in
making loans to the potential and sound borrowers. The Directors of the company
are optimistic that company would be able to fetch better returns in the future.
Reorganization, Reconstruction and Amalgamation
In 2003, Kinsman Finvest Limited; Vijay Chemo Limited & Vijay He-Care Limited
were amalgamated with the Company.
In 2008, Zaver Overseas Limited & BJ Management Services Limited was
amalgamated with the Company.
During 2011-2012, the face value of the Shares was split from Rs. 10/- per share to Rs.
2/- per share.
In 2012, Nirja Trimpex Limited was amalgamated with the Company.
38
Main objects of the Company
1. To carry on the business as processors, general order suppliers Contractors, impoters,
exporters merchants, stockists, sellers, purchasers, agents, brokers and deals in yarn,
jute goods synthetics goods, cotton, woolen and all types of fibrous materials, mill
stores, dyes and chemicals, fertilizers, engineering, electronic items and hardware
goods and ferrous and non-ferrous metals, machinery, tools spare partes and for this
purpose and also to enter into partnership with any person, firm of corporate body.
2. To lend and advance money with or without security to such person, firms or
companies and upon such terms and subject to conditions as may seem expedient
and particularly t carry on the business as financiers and investors and to acquire,
buy, sell, vary, underwrite, exchange, transfer hypothecate, deal in and dispose of
any shares, stock, bonds certificate, obligations, securities, debenture whether
perpetual or redeemable, debenture stock, mutual fund shares, unit securities,
commercial papers, certificates in India or elsewhere, any Government, state,
sovereign, central of dominions, state commissioners, port trust, public body or other
authority, supreme, municipal, local or otherwise whether in India or elsewhere,
financial institutions, banks, insurance companies, corporation, public sector
undertaking and trust where in India or elsewhere provided that the Company shall
not carry on the business of banking as defined in the Banking Act” 3. To carry on the business of producers, distributors and suppliers of all kind of energy
and power by adopting any process whatsoever and to purchase, sell, distribute,
supply and trade in power/ electricity/ energy including inter state and intra state
trade on commercial basis or otherwise and also to undertake and carry on the
business of manufactures, consultants, contractors, sub contractors EPC (engineering,
procurement and constriction) contractors or otherwise deal in any manner in power
plants, generating stations and distribution facilities including building s, structures,
works, machineries equipments, cable and similar or other projects and also to carry
on the business of distribution of electricity/ power.
4. To carry on the business of project consultants, engineering in all its branches,
energy management contracts, operation and maintenance of any generation units,
and to undertake and execute turnkey projects and job orders of all kinds and
description.
5. To carry on business as manufactures, producers, traders, agents, sub-agents,
distributors or otherwise deal in all apparatuses and things required for or capable of
being used I connection with the generation, distribution, supply, accumulation and
employment of electricity and to finance, build, construct, install, erect, undertake,
lay down, commission, establish, own, operate, manage, control and administer,
lease, review, transfer, all Infrastructure Projects, facilities or works including but not
limited to Industrial/ Agricultural/ Information Technology Parks, Gardens, Roads,
Bridges, Fly-over, Rail-roads, Railways Elecrification, Building, wells, Water-Course,
39
Dams, Canals, Reservoirs, Urban and Rural Water Supply System, Sewerage and
Underground drainage systems, Airstrips, Airports, Seaports Berths, Jetties, Quays,
Docks and Marine structures of all types, Rapid Transport and Telecommunication
system of all types and to construct, build, develop, maintain, operate, for self or for
others infrastructure facilities including housing, roads, highways, bridges, airport,
inland water ways, inland ports, water treatment system, solid waste management
systems, sanitation and sewerage system or any other public facilities; any projects
for generation and/ or distribution of electricity or any other of power, and projects
for providing telecommunication services and all such works related thereto.
6. Subject to the provisions of the Act, to receive money, deposits on interest of
otherwise, and to borrow or take loans and lend or advance money in any form or
manner with or without security to such companies, firms or person and on such
terms as my seem expedient and to guarantee the performance of contracts by any
person, companies or firms but not amounting to banking.
7. To carry on the business of properties and estates and for that purpose to acquire by
purchase, lease, exchange, hire or otherwise lands buildings, hereditaments of any
tenure or description and any estate factories, easements, forests, orchards, gardens,
farms or other interest in the real estate and any rights over or connected with land
so situate and to turn the same to account as may seem expedient and in particular
by preparing building sites and by constructing, reconstructing altering, improving
decorating and furnishing building, hotels, restaurants, cinema, residential flats,
office space, industrial estate workshop, factories, warehouses and convenience of all
lease, sub-lease or otherwise dispose of and grant rights over the real properties.
2. MANAGEMENT
Name Designation
Father’s Name Age, Nationality, Occupation
Other Directorship
Mr. Jitendra Kumar Mehta
Director (Non-Executive And Non-Independent)
Zaver Chand Mehta
66 Years Indian Entrepreneur
1. Citrus Securities Pvt.Ltd.
2. Waltz Tracom Pvt.Ltd.
3. Jayalakshmi Merchants Ltd.
4. Chitradurga Mercantile Ltd.
5. Pratibhanu Mercantile Ltd.
6. Arishtanemi Enterprises Ltd.
7. Sindhuchita
40
Enterprises Ltd. 8. Pushpadant
Enterprises Ltd. 9. Udyati Traders Ltd. 10. Keshwi Traders
Ltd.
Mr. Alok Kumar Goenka
Director (Independent Non-Executive)
Madan Lal Goenka
52 Years Indian Practicing Chartered
1. Ansu Trade & Fiscals Pvt.Ltd
2. Sudhalok Consultants Pvt.Ltd
Mr. Ajay Agarwal
Director (Independent Non-Executive)
Subhas Chandra Agarwal
41 Years Indian Chartered Accountant
1. Sandesh Business Pvt. Ltd.
2. Speedfast Finco Pvt. Ltd. 3. Amritphal Tradelink Pvt. Ltd. 4. Bihar Rubber Co. Ltd. 5. Speedfast Advisory Services Pvt. Ltd. 6. Mithila Bottling & Beverages Pvt. Ltd.
Brief Profile of the Directors – A. Mr. Jitendra Kumar Mehta (Promoter and Director) Mr. Jitendra Kumar Mehta has done Matriculation. He has rich experience in the field
of Finance and Investments. A first generation Entrepreneur having a clear business
vision and practicing a hands- off approach. He has mastered the art of Mergers &
Acquisitions. In addition, he has had an extensive experience in strategic and
feasibility consulting, preparing business plans, and conducting due diligence,
reviews and business valuation. He has had significant expertise in assisting Indian
Companies in financial and management audits. He also has rich and vast experience
in the field of Corporate Laws and Finance. B. Mr. Alok Kumar Goenka (Director) Mr. Alok Kumar Goenka is a Bachelor of Commerce (Honors) and a Fellow Member
of the Institute of Chartered Accountants of India. He is a practicing Chartered
Accountant with more than 25 years of experience as a renowned consultant in the
field of Taxation & Finance & Stock Market activities.
C. Mr. Ajay Agarwal (Director) Mr. Ajay Agarwal is a Bachelor of Commerce, Cost Accountant and a Fellow Member
of the Institute of Chartered Accountant of India. He has enriched almost 12 Years of
experience in the field of finance, portfolio management, project finance, loan
appraisal and marketing.
41
3. PROMOTERS Mr. Jitendra Kumar Mehta (Promoter) Mr. Jitendra Kumar Mehta is a Matriculate. He has rich experience of over 30 years.
A first generation Entrepreneur having a clear business vision and practicing a
hands- off approach. He has mastered the art of Mergers & Acquisitions. His
business interests today are in the areas of Information Technology; Retail ; Broking
(Shares, Commodities, Insurance) ; Real Estate ; Construction & Hospitality. In
addition, he has had an extensive experience in strategic and feasibility consulting,
preparing business plans, and conducting due diligence, reviews and business
valuation. He has had significant expertise in assisting Indian Companies in financial
and management audits. He also has rich and vast experience in the field of
Corporate Laws and Finance.
4. KEY MANAGEMENT PERSONNEL
A. Ms. Binjal Mehta (Company Secretary and Compliance Officer) Ms. Binjal Mehta Company Secretary and Compliance Officer of the Company is a
Member of the Institute of Company Secretaries of India (ICSI) and also a Masters in
Commerce (M.Com). She has 13 years experience in the field of Corporate Laws,
Secretarial matters and other allied fields. She has an expertise in Secretarial & Corporate Compliance matters and handles the
various secretarial matters, Listing Agreement Compliances of the Company. She
contributes best of her capabilities towards the Compliance of various laws as are
applicable to the Company from time to time.
B. Ms. Leena Chowdhury (Manager Finance)
Ms. Leena Chowdhury is a Bachelor of Commerce (Honors) from Calcutta
University. She is having expertise in the field of Management Accounting and Core
Corporate Financing etc. She is also having well versified knowledge in the field of
Capital Market.
42
V. OUTSTANDING LITIGATIONS
There are no outstanding or pending litigation, suit, criminal or civil prosecution,
proceeding or tax liabilities against our Company that would have a material adverse
effect on our business and there are no defaults, non-payment or overdue of statutory
dues, institutional/ bank dues or dues payable to holders of debentures, bonds and
fixed deposits and arrears of preference shares (irrespective of whether they are
specified under Part I of Schedule XIII of the Act), that would have a material adverse
effect on our business.
VI. Material Contracts and Agreements
The Company has not entered into any material contracts or agreements (including
agreements for technical advice and collaboration).
VII. Details of group/Subsidiary Companies The Group Company of TTI Enterprise Ltd is:
Particulars Face Value Holding Total Value of
%
by TTI Enterprise Ltd
1. Pushpadant Enterprises
Ltd.
10 5,00,000 99.99
2. Pratibhanu Mercantile
Ltd.
10 5,00,000 99.99
3.Sindhuchita Enterprises
Ltd.
10 5,00,000 99.99
4.Udyati Traders Ltd.
10 5,00,000 99.99
5.Keshwi Traders Ltd. 10 5,00,000 99.99
All the Group Companies are Unlisted Public Limited Companies.
VIII. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Documents available for Inspection:
1. Memorandum and Articles of the Company2. Annual Reports for Last three years
IX. DECLARATION
All relevant provisions of the Companies Act, 1956, and the guidelines issued by the
Government of India or the regulations issued by Securities and Exchange Board of
India, applicable, as the case may be, have been complied with and no statement
made in this Information Memorandum is contrary to the provisions of the
Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the
rules made or guidelines or regulations issued there under, as the case may be, and
that all approvals and permissions required to carry on the business of our Company
have been obtained, are currently valid and have been complied with. We further
certify that all the statements in this Information Memorandum are true and correct.
For TTI Enterprise Ltdsd/ -
Director
Date: 18th August, 2014
Place: Kolkata
