TITAN COMPANY LIMITED Audit for the Year Ended 31'' March 2015 Form a (Stand-Alone Financial Statements)
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TITAN COMPANY LIMITED Audit for the year ended 31'' March 2015 Form A (Stand-alone financial statements) Format of covering letter of the annual audit report to be filed with the stock exchanges 1. Name of the Company Titan Company Limited ~1. Annual Stand-alone financial statements for the 31'' March 2015 year ended 3. Type of Audit observation Un-qualified T Frequency of observation Not applicable To be signed by- CEO / Managing Director BHASKAR BHAT S SUBRAMANIAM • CFO C G KRISHNADAS NAIR Audit Committee Chairman Place: Bangalore Date: 7* May 2015 Refer our Audit Report dated 7* May 2015 on the separate financial statements of the Company. For Deloitte Haskins & Sells Chartered Accountants (Firm Registration No. 008072S) J V. Srikumar Partner (Membership No. 84494) Place : Bangalore Date : r^cy 2o i S" TITAN COMPANY LIMITED Audit for the year ended 31'^ March 2015 Form A (Consolidated financial statements) Format of covering letter of the annual audit report to be filed with the stock exchanges 1. Name of the Company Titan Company Limited ~1. Annual consolidated financial statements for the 31" March 2015 year ended 3. Type of Audit observation Un-qualified Frequency of observation Not applicable To be signed by- CEO / Managing Director BHASKAR BHAT • CFO S SUBRAMANIAM -J • Audit Committee Chairman C G KRISHNADAS NAIR Place: Bangalore Date : 7"" May 2015 Refer our Audit Report dated 7* May 2015 on the consolidated financial statements of the Company For Deloitte Haskins & Sells Chartered Accountants (Firm Registration No. 008072S) V. Sfikumar Partner (Membership No. 84494) Place : Bangalore Date : T-** tAM 2^1 r TITAN COMPANY LIMITED (formerly TITAN INDUSTRIES LIMITED) CIN: L74999TZ1984PLC001456 Board of Directors REGIONAL OFFICES C.V. Sankar (Chairman from 16th June 2014) East : 22, Camac Street, Block-B, 4th Floor, Kolkata 700 018 Hans Raj Verma (Chairman and Director upto 16th June 2014) West : The Metropolitan, East Wing, 9th Floor, C 26/27, Bandra T.K. Arun Kurla Complex, Bandra (East), Mumbai 400 051 Bhaskar Bhat (Managing Director) North : 213A, Okhla Inudstrial Estate, Phase-3, New Delhi 110 020 Ishaat Hussain (upto 20th March 2015) South : 132/133, Divyashree Technopolis, Yemalur, off Old Airport N.N. Tata Road, Bangalore - 560 037 Harish Bhat T.K. Balaji REGISTRAR & TRANSFER AGENTS C.G. Krishnadas Nair Vinita Bali TSR Darashaw Ltd. Hema Ravichandar Unit : Titan Company Ltd, Das Narayandas 6-10, Haji Moosa Patrawala Industrial Estate, Ireena Vittal 20, Dr. E Moses Road, Mahalaxmi, Mumbai 400 011 CHIEF FINANCIAL OFFICER e-mail: [email protected] S. Subramaniam website: www.tsrdarashaw.com HEAD- LEGAL & COMPANY SECRETARY A.R. Rajaram CONTENTS Notice ........................................................................................ 6 AUDITORS Directors’ Report ........................................................................ 15 Deloitte Haskins & Sells Management Discussion & Analysis ............................................ 44 BANKERS Corporate Governance Report ................................................... 51 Canara Bank Auditors’ Report ........................................................................ 72 State Bank of India Balance Sheet ............................................................................ 76 The Hongkong and Shanghai Banking Corporation Ltd Standard Chartered Bank Statement of Profit & Loss .......................................................... 77 Oriental Bank of Commerce Cash Flow Statement ................................................................. 78 Union Bank of India Indian Bank Notes forming part of the Financial Statements .......................... 80 Citi Bank N.A. Salient features of Subsidiaries ................................................... 106 Consolidated Accounts .............................................................. 107 REGISTERED OFFICE Financial Statistics ...................................................................... 142 3, SIPCOT Industrial Complex, Hosur 635 126, Tamilnadu Shareholder Satisfaction Survey .................................................. e-mail: [email protected] Updation of Register of Members .............................................. CORPORATE OFFICE Annual General Meeting 132/133, Divyashree Technopolis, Friday, 31st July 2015 at 3:00 p.m. Yemalur, off Old Airport Road, at 3, SIPCOT Industrial Complex, Hosur 635 126 Bangalore - 560 037 Book Closure Dates Ph.: +91 80 6660 9000 21st July 2015 To 31st July 2015 Titan Company Limited is a TATA Enterprise in association with Tamilnadu Industrial Development Corporation Limited Visit us at www.titan.co.in 5 TITAN COMPANY LIMITED 31st Annual Report 2014-15 Notice modification(s) the following resolution as an Ordinary Resolution: Notice is hereby given pursuant to Section 96 and 101 of the “RESOLVED THAT pursuant to the provisions of Section Companies Act, 2013 (the “Act”) that the Thirty First Annual 143(8) and other applicable provisions, if any, of the General Meeting (“the Meeting” or “AGM”) of TITAN COMPANY Companies Act, 2013 (the “Act”), as amended from time LIMITED (“the Company”) will be held at the Registered Office of to time, the Board of Directors of the Company be and is the Company at 3, SIPCOT Industrial Complex, Hosur 635 126, hereby authorized to appoint as Branch Auditors of any Tamilnadu, on Friday, 31st July 2015 at 3:00 P.M. to transact the branch office of the Company, whether existing or which following businesses: may be opened / acquired hereafter, outside India, in ORDINARY BUSINESS consultation with the Company’s Auditors, any person(s) 1. To receive, consider and adopt the Audited Balance Sheet qualified to act as Branch Auditors within the provisions of as at 31st March 2015, the Profit and Loss account for the Section 143(8) of the Act and to fix their remuneration.” year ended on that date and the Reports of the Directors 7. Ratification of Cost Auditors’ Remuneration and the Auditors thereon. To consider and, if thought fit, to pass with or without 2. To declare dividend on equity shares for the financial year modification, the following Resolution as an Ordinary ended 31st March 2015. Resolution: 3. To appoint a Director in place of Mr. N.N. Tata (DIN: RESOLVED THAT pursuant to Section 148 of the Companies 00024713), who retires by rotation and is eligible for re- Act, 2013 (the “Act”) and other applicable provisions of appointment. the Act read with the relevant Rules thereunder, (including 4. To appoint a Director in place of Mr. T.K. Arun (DIN: any statutory modification(s) or re-enactment thereof for 02163427), who retires by rotation and is eligible for re- the time being in force), consent of the Company be and appointment. is hereby accorded to the payment of remuneration of Rs. 3,00,000/- (Rupees Three lakhs only) plus applicable service 5. Appointment of Auditors: tax and reimbursement of out of pocket expenses to M/s To consider and if thought fit to pass with or without PSV & Associates, Cost Accountants, (Firm Registration modification(s) the following resolution as an Ordinary No. 00304) appointed by the Board of Directors of the Resolution: Company to conduct the audit of cost records of the “RESOLVED THAT pursuant to the provisions of Section Company for the financial year ending on 31st March 139 and all other applicable provisions, if any, of the 2016.” Companies Act, 2013 and the Rules framed thereunder, as 8. Commission to Non-Executive Directors amended from time to time, the Company hereby ratifies To consider and, if thought fit, to pass with or without the appointment of Deloitte Haskins & Sells, Chartered modification, the following resolution as a Special Accountants (Firm Registration No. 008072S), as Auditors Resolution: of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the “RESOLVED THAT pursuant to Section 197 of the thirty second AGM of the Company to be held in the year Companies Act, 2013 and Article 125 (a) of the Articles 2016 at such remuneration plus service tax, out-of-pocket, of Association of the Company and within the limits travelling and living expenses, etc., as may be mutually stipulated in Section 197(1) of the Companies Act agreed between the Board of Directors of the Company 2013, the Company be and is hereby authorised to pay and the Auditors.” remuneration by way of Commission, to Directors who are neither in the whole-time employment of the Company SPECIAL BUSINESS nor Managing Director(s) of the Company. 6. Appointment of Branch Auditors RESOLVED FURTHER THAT the gross amounts to be To consider and if thought fit to pass with or without disbursed as remuneration to all such Directors shall not 6 TITAN COMPANY LIMITED exceed one per cent of the net profits of the Company, shall not act as proxy for any other person or shareholder. computed in the manner referred to in Section 198 of the A Proxy is not entitled to vote except on a poll. A Proxy Companies Act, 2013. form is enclosed herewith. The form of proxy in order to RESOLVED FURTHER THAT the Board of Directors may, be effective should be duly completed and deposited at pursuant to the recommendations of the Board Nomination the Registered Office of the Company, not less than 48 and Remuneration Committee, decide the exact amount hours before the commencement of the Meeting. Proxies to be disbursed by way of Commission within the limits submitted on behalf of limited companies, societies etc., stipulated above and its allocation amongst the eligible