Directors Report of TTI Enterprise Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 43^rd Annual Report of the Company
together with Standalone Audited Accounts for the financial year ended on 31^st
March, 2024.

1. COMPANY OVERVIEW:

TTI Enterprise Limited is a public limited company incorporated on 12^th June,
1981 under The Companies Act, 1956 and having its registered office at Room
No-822, 8th Floor, 4 Synagogue Street Kolkata, West Bengal - 700 001. The
company is a non-deposit taking Non-Banking Finance Company vide the
Reserve Bank of India registration number B.05.02515.

2. FINANCIAL RESULTS:

fW in /akhcl

Particulars	Standalone
	Current Year	Previous Year
	2023-24	2022-23
Total Income	297.76	310.84
Expenses	269.14	314.92
Profit Before Depreciation & Taxation & Exceptional Items	29.51	(4.08)
Exceptional Items	0.00	0.00

Profit Before Depreciation & Taxation	29.51	(4.08)
Less: Depreciation	0.89	2.42
Less: Current Tax	5.75	0.00
Less: Deferred Tax	0.03	19.17
Profit / (Loss) After Taxation	22.84	(25.67)
Add: Balance b/f from Previous Year	0.00	0.00
Less: Transferred to Statutory Reserve	0.00	0.00
Less: Fair Valuation of Equity Instrument	0.00	0.00
Add/(Less): Other Adjustment	(0.20)	0.01
Add: Contingent Provision for Standard Assets	0.00	0.00
Balance Carried to Balance Sheet	22.64	(25.66)

3. OPERATIONS/STATE OF COMPANY''S AFFAIRS:

The profit before depreciation and tax during the year is ? 29.51 Lakhs against
loss before depreciation & tax was ? (4.08) Lakhs in previous year. The profit
after tax is ? 22.64 against the loss after tax is ? (25.67) Lakhs in previous
year. The present business activities of the Company are investment in shares
& securities, lending of loans to individual, body corporates, etc. Your directors
are identifying prospective areas and will make appropriate investments that
will maximize the revenue of the Company in the current Financial Year.

4. CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company.

5. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on The BSE Limited (Scrip Code:
538597) and on Calcutta Stock Exchange.

The Company has paid the Annual Listing Fees for the financial year 2023-24
to the said Stock Exchange as required.

6. BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS:

The Company is a Non-Banking Finance Company and is presently engaged in
the business of investing and financing.

7. DIVIDEND:

In view of strengthening the financial position of the Company and to enhance
the reserve base of the Company, the Directors have not recommended any
dividend during the financial year 2023-24.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in the
previous year, the provisions of Section 125 of The Companies Act, 2013 is not
applicable to the Company.

9. SHARE CAPITAL:

The paid-up capital of the Company as on 31^st March, 2024 was ?
25,40,44,220. During the financial year, the Company has not allotted any
equity shares.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There is no such material change and commitment, affecting the financial
position of the Company which have occurred between the end of the financial
year ended on 31^st March, 2024 and the date of the report.

11. TRANSFER TO RESERVES:

The Company during the year under review, in accordance with Section 45-IC
(1) of The Reserve Bank of India Act, 1934 has not transferred any amount to
Statutory Reserve.

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013:

The Company is committed to provide and promote safe, healthy and congenial
atmosphere irrespective of gender, caste, greed, color or social status of the
employee. All employees (permanent, contractual, temporary, trainees) are
covered. During the financial year, no complaints were received.

a.	Number of complaints filed during the financial year	NIL
b.	Number of complaints disposed off during the	NA
	financial year
c.	Number of complaints pending as on end of the	NA
	financial year

13. HOLDING. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATES
COMPANIES AS PER THE COMPANIES ACT. 2013:

The Company does not have any holding, subsidiary, joint venture and
associate companies as per The Companies Act, 2013.

14. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of The Companies Act, 2013 read with The
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the Company. Hence, there is no need to develop CSR policy and
to take initiative thereon.

15. RISK MANAGEMENT:

The Company has framed a Risk Management Policy containing the elements
of risks and implementation strategy to mitigate those risks. During the year,

the risk management policy was reviewed by the management of the
Company; to make it more focused in identifying and prioritizing the risks, role
of various executives in monitoring & mitigation of risk and reporting process.
Its aim is to enhance shareholders value and to provide an optimum risk reward
tradeoff.

The Risk Management Policy has been reviewed and found adequate to the
requirements of the Company, and approved by the Board of Directors.
Presently, the composition of Risk Management Committee as required under
Regulation 20 of The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company.

The Management evaluated various risks and that there is no element of risk
identified that may threaten the existence of the Company.

16. COMPLIANCE:

The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with the regulatory and
internal guidelines. The Compliance Department of the Company continues to
play a pivotal role in ensuring implementation of compliance functions in
accordance with the directives issued by the Regulators, the Board of Directors
and the Company''s Compliance Policy. The Audit Committee reviews the
performance of the Compliance Department and the status of compliance with
the regulatory or internal guidelines on a periodic basis. New instructions and
guidelines issued by the regulatory authorities were disseminated across the
Company to ensure that the business and functional units'' functions with the
boundaries set up by the regulators and that the compliance risks are suitably
monitored and mitigated in course of their activities and processes.

Non-Compliance observed during the year under review- The Company has
received several Notices/Emails from BSE listing departments for non¬
compliance of SDD software, as per BSE website company''s status is SDD non¬
compliant. The Company have updated SDD software and have entered all
relevant data/entries in the software.

There was delay in reporting Related party transactions for half year ended 31^st
March 2024 and penalty was levied by Listing department of BSE and paid by
the company for the said non- compliance.

17. AUDITORS:

Statutory Auditors

The Company has appointed M/s. MARK &Co, Chartered Accountants, Mumbai
with Firm Registration Number 142902W as the Statutory Auditors of the
Company for FY 2023-2024

The Companies Act, 2013 and any other applicable provisions of The
Companies Act, 2013 and Rules made thereunder (including any statutory
modifications and re-enactment thereof for the time being in force), has done
away with the requirement of ratification of statutory auditors at every Annual
General Meeting. There is no qualification or adverse remark in Auditor''s
report. The observations of Statutory Auditor in their Report read with relevant
Notes to Accounts are self-explanatory and therefore, do not require any
further explanation.

Secretarial Auditor

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read
with Rule 9 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014; the Company have appointed Aparna Tripathi and
Associates (Proprietor. Aparna Tripathi, FRN - S2023MH956300) , Practicing
Company Secretary, Thane as a Secretarial Auditor, to conduct the secretarial
audit for the financial year 2023-24. The Secretarial Audit Report in Form MR-
3 forms part of the Report on Corporate Governance. There are no
qualifications, reservations or adverse remarks made by the Secretarial Auditor
in her Report. The Report does not contain any qualification, reservation or
adverse remark.

Annual Secretarial Compliance Report

Your Company has undertaken an audit for the financial year 2023-24 for all
applicable compliances as per The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder.
The Annual Secretarial Compliance Report issued by Aparna Tripathi &

Associates (Proprietor - Aparna Tripathi), Secretarial Auditor for the financial
year 2023-24 has been submitted to the stock exchange and forms part of the
Report.

18. INSTANCES OF FRAUD. IF ANY. REPORTED BY THE AUDITORS. 2015:

There have been no instances reported by the Auditors to the Audit Committee
or the Board under Section 143 (12) of The Companies Act, 2013.

19. DIRECTORS:

The composition of Board of Directors of the Company as on 31^st March, 2024
are as under:

Sr. No	DIN	Name of Director	Category	Appointme nt	Cessation
1.	08224794	Sabu Thomas	Managing Director	28.08.2023	—
2.	02786224	Valath Sreenivasan Ranganathan	Executive Director	23.05.2022
3.	07586210	Asir Raja Selvan	Independent Director	11.08.2022	—
4.	09075302	Payal Bafna	Independent Director	23.05.2022	—
5.	09308801	Sonal Atal	Independent Director	23.05.2022	—
6	08242853	Mridula Mukundan	Managing Director	23.05.2022	14.08.2023

Directors liable to retire by rotation

In accordance with the provisions of The Companies Act, 2013 and the Articles
of Association of Company, Mr. Sabu Thomas (DIN: 08224794 retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible, offers himself for re-appointment. The Board recommends all the

resolutions placed before the members relating to appointment / re¬
appointment of Directors for their approval.

Number of Board Meetings of the Board of Directors

The schedules of Board and Committee meetings are prepared and circulated
in advance to the Directors. The details of the number of Board Meetings and
meetings of various Committees are given in the Report on Corporate
Governance. The intervening gap between the meetings was within the time
period prescribed under The Companies Act, 2013, the revised Secretarial
Standards - 1 (SS-1) issued by The Institute of Company Secretaries of India
and The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

During the financial year, 05 (Five) Board Meetings were convened and held.
The details of which are given in the Report on Corporate Governance. The
intervening gap between the meetings was within the period prescribed under
The Companies Act, 2013.

Details of the attendance of the Directors at the Board meetings held during
the financial year ended on 31^st March, 2024 are as follows:

Name of the Director	DIN	Category	Number of Board Meetings		Attendance at the last AGM (29/09/2023)
			Held	Attended
Mridula Mukundan (Resigned wef, 14/08/2023)	08242853	Managing Director, Executive Director	05	01	NO
Valath Sreenivasan Ranqanathan	02786224	Executive Director	05	05	YES
AsirRaja Selvan	07586210	Non¬ Executive Independent Director	05	05	YES
Payal Bafna	09075302	Non¬ Executive -	05	05	YES

		Woman Independent Director
Sonal Atal	09308801	Non¬ Executive Independent Director	05	05	YES
Sabu Thomas (appointed w.e.f 28.08.2023)	08224794	Managing Director	05	03	YES

20. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER
SECTION 134 OF THE COMPANIES ACT. 2013:

Your Directors make the following statements in terms of Section 134 of The
Companies Act, 2013, which is to the best of their knowledge and belief and
according to the information and explanations obtained by them.

Pursuant to the requirement under Section 134 of The Companies Act, 2013
with respect to the Directors'' Responsibility Statement, the Board of Directors
of the Company hereby confirms:

i. In the preparation of the annual accounts for the Financial Year ended
31^st March, 2024 the applicable accounting standards have been
followed along with proper explanation relating to material departures;

ii. That Directors have 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 and loss of
the Company for the year ended 31^st March, 2024;

iii. The Directors have taken sufficient and proper care for the maintenance
of adequate accounting records in accordance with the provisions of Act
for safeguarding the assets of the Company and for preventing and
detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year
ended 31^st March, 2024 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were

adequate and operating effectively;

vi. That 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.

21. COMMITTEES OF THE BOARD:

The Board of Directors have the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of
meetings held and attendance at the meetings are provided in the Report on
Corporate Governance.

22. KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of The Companies Act, 2013; following are the Key
Managerial Personnel as on the financial year ended on 31^st March, 2024.

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mrs. Mridula Mukundan (Resigned w.e.f. 14/08/2023)	Managing Director
2.	Mr. Sabu Thomas (appointed w.e.f. 28/08/2023)	Managing Director
4.	Anshuman Behra (Appointed on 23/05/2022) Resigned i.e. 30/06/2023)	Chief Financial Officer
5.	Chandra Prakash Singh (Appointed w.e.f. 27/08/2023)	Company Secretary and Compliance Officer
6.	Jagrati Suhalka (Appointed on 01/07/2022 Resigned wef 30/05/2023)	Company Secretary and Compliance Officer

23. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declaration to
the Company under Section 149(7) of The Companies Act, 2013; that they
meet the criteria of independence as provided under Section 149(6) of The
Companies Act, 2013 read with Regulation 16(l)(b) of The SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015. The Board has
also confirmed that they are not aware of any circumstances or situation which
exist or may be reasonable anticipated that could impair or impact their ability
to discharge their duties and that they are independent of the management.

The Board, after undertaking assessment and on examination of the
relationships disclosed, considered the following Non-Executive Directors as
Independent Directors:

• Mrs. Payal Bafna

• Mrs. Sonal Atal

• Mr. Asir Raja Selvan

24. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 30.01.2023 as
per the provisions of Schedule IV (Code for Independent Directors) of The
Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015; in which the following
matters were considered:

• Evaluation of the performance of Non-Independent Directors and the
Board of Directors.

• Evaluation of the performance of the Chairman, taking into account the
views of the Executive and Non- Executive Directors.

• Evaluation of the quality, content and timeliness of flow of information
between the management and the Board that is necessary for the Board
to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance
of the Directors and the Board as a whole.

25. ANNUAL EVALUATION BY THE BOARD:

The Board has carried out an annual evaluation of its own performance,
Committees of the Board and individual Directors pursuant to the provisions of
The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board of Directors expressed their
satisfaction with the evaluation process.

26. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for the Members of
the Board and Senior Management Personnel of the Company. The code of
conduct has also been posted on Company''s website viz.
www.ttienterprises.com. In compliance with this code, the Board Members and
Senior Management Personnel have affirmed their compliance with the code
for the financial year ended on 31^st March, 2024. A declaration to this effect
duly signed by the Chairman & Managing Director forms part of this Annual
Report.

27. PARTICULARS OF LOANS. GUARANTEES. SECURITIES OR
INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of Loans, Investments, Guarantees and Securities made during the
financial year ended 31^st March, 2024 as per the provisions of Section 186 of
The Companies Act, 2013 and Schedule V of The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are given in the Notes to the
Financial Statements forming part of Annual Report.

28. CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:

Your Company has adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and on arms''
length as part of its philosophy of adhering to highest ethical standards,
transparency and accountability. In line with the provisions of The Companies
Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has approved a policy on related party
transactions.

During the financial year 2023-24; all contracts/arrangements/transactions
entered into by your Company with related parties under Section 188(1) of The
Companies Act, 2013 were in the ordinary course of business and on an arm''s
length basis and has been approved by the Audit Committee of the Company.

During the financial year 2023-24; there are no materially significant related
party transactions entered into by the Company with the Promoters, Directors,
Key Managerial Personnel or other designated persons.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information with respect to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to Section 134(3) (m) of The
Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 are not
applicable to the Company.

30. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014:

Disclosures pertaining to remuneration and other details required under
Section 197(12) of The Companies Act, 2013 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 have been annexed to this Board''s Report as Annexure - B.

31. ANNUAL RETURN:

A copy of Annual Return as required under The Companies Act, 2013 has been
placed on the Company''s website viz. https://www.ttienterprises.com.

32. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, your Company has neither accepted
nor renewed any deposits from the public or its employees within the meaning
of Section 73 of The Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014. The details of loans and advances, which are required

to be disclosed in the annual accounts of the Company, are provided as part of
the financial statements.

33. COST AUDIT AND COST RECORDS:

During the financial year 2023-24; the provisions of Section 148 of The
Companies Act, 2013 are not applicable to the Company.

34. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees
pursuant to the requirements of Section 177(9) of The Companies Act, 2013
and Regulation 22 of The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the same has been communicated to the
Directors and employees of the Company. The vigil mechanism policy / whistle
blower policy is also posted on the website of the Company.

The whistle blower policy/vigil mechanism enables a director or an employee
to report confidentially to the management, without fear of victimization, any
unacceptable and/or unethical behavior, suspected or actual fraud, violation of
the Company''s code of conduct or ethics policy and instances of leak or
suspected leak of unpublished price sensitive information which are detrimental
to the organization''s interest. It provides safeguards against victimization of
directors/ employees who avail of the mechanism and allows direct access to
the Chairman of the Audit Committee in exceptional cases.

During the financial year under review, no such incidence was reported and no
person was denied access to the Chairman of the Audit Committee. The policy
of the whistle blower is posted on the company''s website at
www.ttienterprises.com.

35. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year, the Company has complied with all the applicable
Secretarial Standards issued by The Institute of Company Secretaries of India
and approved by the Central Government from time to time.

A copy of audited financial statements of the Company will be made available
to the members of the Company, seeking such information at any point of time.
A cash flow statement for the financial year 2023-24 is attached to the Balance
Sheet.

37. PROHIBITION OF INSIDER TRADING:

As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the
Company has adopted a Code of Conduct for Prevention of Insider Trading. The
Company has appointed Company Secretary as Compliance Officer who is
responsible for setting forth procedures and implementing of the code for
trading in Company''s securities. During the year under review, there has been
due compliance with the said code.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed
account of state of affairs of the company''s operations forms part of this Annual
Report as Annexure-C.

39. CORPORATE GOVERNANCE REPORT:

As per requirement of The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from Practicing
Company Secretary confirming compliances, forms an integral part of the
report.

40. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR
COURTS:

No significant and material order has been passed by the regulator, court,
tribunal, statutory and quasi-judicial body impacting the going concern status
of the Company and its future operations.

During the year under review, no application was made or any proceedings
pending against the Company under the Insolvency and Bankruptcy Code,
2016.

41. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the
size and scale of its operations. The internal financial controls have been
designed to provide reasonable assurance about recording and providing
reliable financials information, ensuring integrity in conducting business,
accuracy and completeness in maintaining accounting records and prevention
and detection of frauds and errors. These controls are adequate and operating
effectively so as to ensure orderly and efficient conduct of business operations.
During the year under review, such controls were assessed and no reportable
material weaknesses in the design or operation were observed.

42. CREDIT RATING:

The Company has not issued any debt instruments and does not have any
Fixed Deposit Programme or any scheme or proposal involving mobilization of
funds in India or abroad during the financial year ended 31^st March, 2024.
Flence during the financial year; there was no requirement to obtain such Credit
Ratings.

43. ACKNOWLEDGEMENTS:

Your directors place its gratitude and appreciation for the support and co¬
operation received from its members, business associates, The Reserve Bank
of India, financial institutions and other various government authorities for
their continued support extended to your Company during the year under
review.

Your directors wish to place on record their appreciation of the contribution
made by employees at all levels to the continued growth and prosperity of your
Company. Your directors also wish to place on record their appreciation to the
shareholders, consumers and banks for their continued support.

For TTI Enterprises Limited

Valath Sreenivasan Ranganathan Sabu Thomas

Executive Director Managing Director

DIN: 02786224 DIN: 08224794

Place: Kolkata
Date: 31.08.2024

---

Mar 31, 2015

The Members,

The Directors have pleasure in presenting the 34th Annual Report together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March 2015.

I.Performance of the Company

Your Company's performance during the year as compared with the previous year is summarized below:

Particulars 2014-2015 (Rs in Lakhs) STANDALONE CONSOLIDATED

Gross Income 180.31 182.57

Profit Before Int. and Depn. 10.29 9.07

Gross Profit 10.29 9.07

Net Profit Before Tax 1.33 0.10

Provision for Tax 2.76 2.77

Net Profit After Tax (1.43) (2.67)

Balance of Profit brought forward 35.69 32.54

Balance available for appropriation 34.26 29.88

Transfer to Statutory Reserve - (1.57)

Surplus carried to Balance Sheet 34.26 31.45

Particulars 2013-2014 (Rs in Lakhs) STANDALONE CONSOLIDATED

Gross Income 223.42 225.28

Profit Before Int. and Depn. 3.94 0.01

Gross Profit 3.94 0.01

Net Profit Before Tax 3.94 0.01

Provision for Tax 0.91 0.92

Net Profit After Tax 3.03 (0.91)

Balance of Profit brought forward 33.27 33.27

Balance available for appropriation 36.30 32.36

Transfer to Statutory Reserve 0.60 (0.18)

Surplus carried to Balance Sheet 35.70 32.54

2.Operations Review

i. Standalone Results

The Company earned a Net Revenue of Rs.180.31 Lakhs as compared to Rs. 223.42 Lakhs during previous year. The Company incurred a Net Loss of Rs. (1.43) Lakhs as compared to profit of Rs. 3 Lakhs during previous year.

ii. Consolidated Results

The Group Company earned a Net Revenue of Rs.182.57 Lakhs as compared to Rs. 225.28 Lakhs during the previous year. The Group Company incurred a Net loss of Rs. (2.67) Lakhs as compared to a loss of Rs. (0.91) Lakhs during the previous year.

The Company is a Non Banking Financial Company (Non Deposit Taking) engaged in the business of providing loans, making investments in shares, mutual funds and other financial products. During the year the company made efforts to consolidate the business operations, strengthen the organization for the continued development of the business and develop a business strategy to enable sustainable growth in the future.

3. Dividend

Your Director does not recommend any dividend in view of the losses made by the Company.

4. Reserves

The Total Reserves at the end of the year, that is, 31st March 2015 is at Rs. 59.21 Lakhs as against the Total Reserves of Rs. 60.65 Lakhs as on 31st March 2014.

5. Share Capital

During the year there was no change in the issued, subscribed and paid-up capital of Your Company. The equity shares of your Company are listed on the following Stock Exchanges in India.viz BSE Ltd and The Calcutta Stock Exchange Association Limited.

6. Details of Subsidiary Companies

The following Companies were the subsidiaries of your Company as on 31st March 2015;

a) Pratibhanu Mercantile Limited

b) Udyati Traders Limited

c) Locavi Enterprises Limited

d) Simmander Merchants Limited

The following Companies ceased to remain subsidiaries of your Company as they were divested during the year:

a) Sindhuchita Enterprises Limited

b) Pushpadant Enterprises Limited

c) Keshwi Traders Limited

d) Gokuleshwar Enterprises Limited

The Consolidated Financial Statements presented by the company in this Annual Report include the financial information of its subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the subsidiaries in the Form AOC-I is given in Annexure I to this report.

Further, the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

7. Directors and Key Managerial Personnel Directors

Mr. Jitendra Kumar Mehta, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Subrata Saha (Independent Director), Mr. Alok Kumar Goenka (Independent Director) and Ms. Binjal Mehta (Whole Time Director ) were appointed for a term of five years in the last Annual General Meeting of the Company held on 30.09.2014 and Mr. Ajay Agarwal, Independent Director, resigned during the year with effect from 20.08.2014. The Board placed on record its appreciation for the outstanding contribution made by Mr. Ajay Agarwal during his respective tenure of office.

The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Key Managerial Personnel

Mr. S K Singh was appointed as Chief Financial Officer of the Company with effect from 10.12.2014.

Mrs. Binjal Mehta resigned as Company Secretary with effect from 30.07.2014.

Ms. Sunita Singh was appointed and resigned as Company Secretary with effect from 14.08.2014 and 30.12.2014 respectively.

Ms. Sradha Gupta has been appointed as Company Secretary with effect from 30.03.2015.

8. Board Evaluation

The Board carried out an annual performance evaluation of its own performance, the individual directors as well as the working of the Committees of the Board. The performance evaluation of Independent Directors was carried out by the entire Board. The performance of the Non- Independent Directors was carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed to this Report.

9. Board Meeting

During the year twelve Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

10. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11. Managerial Remuneration

a) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II.

b) None of the employees draws remuneration which is in excess of the limits as prescribed under the said rules of the Act.

12. Auditors

The members had appointed M/s. R. Buthra & Co, Chartered Accountant, as the Auditors of the Company in the 33rd Annual General Meeting. However, the Auditors have expressed their unwillingness to continue beyond the conclusion of the ensuing Annual General Meeting. The Directors recommend the appointment of M/s. Jhawar Vithal & Co for a term of five years. Accordingly, requisite resolution forms part of the notice convening the Annual General Meeting.

13. Auditors' Report

The Auditors' Report does not contain any Qualification, Adverse Remarks or Disclaimer. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. Secretarial Audit Report

M/s. A. M Bubna & Associates, Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and does not call for any further comments.

15. Internal Audit & Financial Controls

The Company has adequate internal control system to safeguard its assets. All transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up action, if required, were promptly undertaken. The Company has also in place adequate financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

16. Vigil Mechanism

The Company has a Vigil Mechanism named as Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

17. Risk Management Policy

Your Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. It establishes various level of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

18. Related Party Transaction

All related party transactions that were entered into during the financial year with Related Parties were on arms length basis and were in the ordinary course of business. The Company presents a statement of all related party transactions before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which were foreseen and of repetitive nature. The transactions entered into pursuant to the omnibus so granted along with the statement giving details of all related party transactions is placed before the Audit

Committee. During the year, the company has not entered into any' contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Details of such transactions are given in the accompanying financial statements. Disclosures of the Related Party Transactions in Form AOC-2 as required under section 134(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is attached as Annexure IV with the report as per the format prescribed.

19. Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013

Your Company has in place a policy of Prevention, Prohibition and Redressal of Sexual Harassment and Non discrimination at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, temporary, contractual and trainees) are covered under this policy. During the year ended 31st March, 2015 Your Company has received no complaints pertaining to Sexual Harassment/Discrimination at workplace.

20. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is attached as Annexure V.

21. Corporate Governance Certificate

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements as set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this report. The requisite certificate from the auditors of the company confirming compliance forms a part of the Annual Report.

22. Management Discussion and Analysis

The Management Discussion and Analysis of the Company for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given as a separate section forming part of the Annual Report.

23. Others Disclosures/Report

Your Directors state that no disclosure or reporting is required in report of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits as required under Chapter V of the Companies Act, 2013.

b) Issue of Equity shares (Including Sweat Equity Shares) and ESOPs and shares with differential voting rights.

c) The Whole Time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

d) Risk Management Committee is not applicable to the Company as it does not fall within the criteria.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

f) Particulars of Loans, Guarantee or Investments under section 186 is not required as the Company is exempted from the same as per section 186(11), as our Company is registered with RBI as NBFC.

g) Conservation of energy, technology absorption and foreign exchange earnings and out go is Nil.

h) Corporate Social Responsibility Committee is not applicable to the Company as it does not fall within the criteria.

i) There is no material changes or commitments affecting the financial position of the company to which the financial statement relate and the date of the report.

j) The Company has not declared dividends till date so there is no fund lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

As per the provisions of Companies Act, 2013 read with Clause 32 of the Listing Agreement, the Annual Report is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

24. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.

25. Directors' Responsibility Statement

Your Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the directors have 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 as at 31st March, 2015 and of the profit and loss of the company for year ended on that date;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2103 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. Acknowledgement

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and behalf of the Board of Directors For TTI ENTERPRISE LIMITED

Jitendra Kumar Mehta Binjal Mehta Subrata Saha Director Whole Time Director Director Din: 00049249 Din: 00043830 Din: 00959921 Address: 43, Sarat Bose Address: 43, Sarat Bose Address: P-47/1 Road, 503 Padmaneer Road, 503 Padmaneer C.I.T Road, VII-MS, Kolkata- 700020 Kolkata- 700020 (Block-1), Kolkata- 700020

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Thirty-Third Annual Report tighter with the Audited Accounts of your company for the financial year ended March 31st, 2014.

FINANCIAL RESULTS

Year ended 31st March, 31st March, 2014 2013

Net Profit before Tax 393,691 752,569

Less Tax Expense 90,876 145,128

Profit after Tax 302,815 607,441

Less Transferred to Statutory Reserve 60,563 121,488

Profit and Loss A/c balance brought forward 33,27,186 28,41,233

Profit & Loss A/c Balance carried to 35,69,437 33,27,186 Balance Sheet

OPERATIONS

Due to adverse economic and business conditions the Company could not register an increase in profit compared to past year and achieved a Net Profit of Rs. 302,815/- during the year.

DIVIDEND

In view of further growth prospects, expansion programme and due to inadequacy of profit, your Directors do not recommend any dividend for the year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year the Company had eight subsidiary companies. As required under the Listing Agreement entered into with the Stock Exchange and in compliance with the accounting standards, a consolidated financial statement of the Company and all its subsidiaries is attached. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

LISTING

The equity shares of the company are listed on Calcutta Stock Exchange and the Bombay Stock Exchange and the Listing fee has been paid up to date.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 have not been given since none of the employees are in receipt of remuneration above the stipulated limits.

CORPORATE GOVERNANCE

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of Corporate Governance.

A separate section on Corporate Governance and a Certificate from the Auditors of your Company regarding compliances with the requirements of corporate governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

DIRECTORS

Mr. Ajay Agarwal, a Non-Executive Independent Director of the Company has resigned from his office w.e.f. 20th August, 2014. The Directors place on record his valuable and constructive contribution during his association with the Company.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Subrata Saha was appointed as an additional Director designated as an Independent Director with effect from 14th August, 2014 and he shall hold office upto the date of ensuing Annual General Meeting. The Company has received in writing from a member proposing his candidature for the office of Director, designated Non-Executive Independent Director. As per the provisions of Section 149 of the Act, an independent Director shall hold office for a term of five consecutive years on the Board of a Company and is not liable to retire by rotation.

In compliance of the provisions of Section 149 read with Schedule IV of the Act, Mr. Alok Kumar Goenka, the Non-Executive Independent Director of the Company shall be re-appointed for tenure of 5 years and the same shall be confirmed in the ensuing Annual General Meeting.

Mrs. Binjal Mehta who was appointed as an Additional Director, designated Executive Director by the board on 14th August, 2014 to hold office upto the ensuing Annual General Meeting, the Company received notice from a shareholder proposing her appointment beyond the conclusion of the forthcoming AGM and accordingly the same has been included in the notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of annual accounts the applicable Accounting Standards have been followed;

2. they have, in the selection of accounting policies, consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and the Profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis.

AUDITORS

Mr. Vikash Chamaria, the proprietor of M/s. Vikash Chamaria & Co., Chartered Accountants, has joined M/s. R. Buthra & Co. as a partner. M/s. R. Buthra & Co. would discharge all persisting appointments of M/s. Vikash Chamaria & Co. and have confirmed their eligibility and willingness for appointment as statutory auditors of the Company. As per the provisions of the Companies Act, 2013, the Auditor can hold office till the conclusion of the 6th Annual General Meeting from the conclusion of the ensuing Annual General Meeting subject to ratification at every Annual General Meeting.

The auditors have confirmed in writing that their appointment, if made, would be within the limits prescribed under section 141 of the Companies Act, 2013 and that they are not disqualified for appointment.

DEPOSITS

During the year under review your Company has not invited or accepted any deposits from the public under Section 58A under Companies Act, 1956 and rules made thereunder.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars in respect of conservation of energy and technology absorption required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are not applicable. There were no foreign exchange earnings or outgo during the year under review.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support from the Promoters, Shareholders, Customers, Employees and other business associates for their strong support.

For and on behalf of the Board

For TTI Enterprise Ltd.

Jitendra Kumar Mehta Director

For TTI Enterprise Ltd.

Binjal Mehta Director

For TTI Enterprise Ltd.

Place: Kolkata Sunita Singh Date: 20th August, 2014 Company Secretary

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Mar 31, 2013

Dear members,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS (Amount in Rs.)

Year ended 31st March, 2013 31st March, 2012

Net Profit before Tax 752,569 258,341

Less Tax Expense 145,128 98,804

Profit after Tax 607,441 159,537

Less Transferred to Statutory Reserve 121,488 31,906

Profit and Loss A/c balance brought forward 28,41,233 2,713,602

Profit & Loss A/c Balance carried to Balance Sheet 33,27,186 2,841,233

OPERATIONS

The Company''s performance during the year registered a Net Profit of Rs. 607,441 which is a reasonable growth over the previous year.

DIVIDEND

In view of further growth prospects and expansion programme and due to inadequacy of profit, your Directors do not recommend any dividend for the year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year five subsidiary companies were set up by the Company. As required under the Listing Agreement entered into with the Stock Exchange and in compliance with the accounting standards, a consolidated financial statement of the Company and all its subsidiaries is attached. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

POST MERGER ISSUE OF SHARES & ITS LISTING

The Company has completed the amalgamation of M/s. Nirja Trimpex Ltd. with itself and as per the approved exchange ratio, requisite number of equity shares have been issued to the erstwhile shareholders of the amalgamating company.

LISTING

The company''s equity shares are listed on Calcutta Stock Exchange and the Listing fee has been paid up to date.

PERSONNEL

The particulars of employees required under Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 have not been given since none of the employees are in receipt of remuneration above the stipulated limits.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. The Company strongly believes that Corporate Governance is the key to improving efficiency.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate regarding compliance of conditions of Corporate Governance and Declaration of Compliance of Code of Conduct by Board Members are made part of the Annual Report.

DIRECTORS

In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jitendra Kumar Mehta retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. A brief profile of Mr. Jitendra Kumar Mehta forms part of the notice of the ensuing Annual General Meeting.

Based on the confirmations received, none of the directors are disqualified for appointment as per section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures as per the provisions of the Companies Act and the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of annual accounts the applicable Accounting Standards have been followed;

2. they have, in the selection of accounting policies, consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and the Profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis.

AUDITORS'' REPORT

The observations made in the Auditors'' Report read together with the relevant notes thereon are self explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

AUDITORS

The Auditors, M/s Vikash Chamaria & Co., Chartered Accountants, vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under Section 224 (1B) has been furnished by them confirming their eligibility for their proposed appointment.

DEPOSITS

During the year 2012-13 your Company did not accept any deposits within the meaning of Section 58A under Companies Act, 1956 and rules made thereunder.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars in respect of conservation of energy and technology absorption required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are not applicable. There were no foreign exchange earnings or outgo during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank the Bankers, Employees and the Company''s valued investors for their continued assistance, cooperation and support to the Company and their confidence in its management.

For and on behalf of the Board For TTI Enterprise Ltd.

Jitendra Kumar Mehta Director

For TTI Enterprise Ltd.

Alok Kumar Goenka Director

For TTI Enterprise Ltd.

Place: Kolkata Binjal Mehta Date: 14th August, 2013 Company Secretary

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Mar 31, 2012

Dear members,

We are delighted to present the THIRTY FIRST Annual Report on our business and operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Year ended 31st March, 2012 31st March, 2011

Net Profit before Tax 258,341 16,419

Less Tax Expense 98,804 24,454

Profit after Tax 159,537 (8,035)

Profit and Loss A/c balance brought forward 2,713,602 3,068,098

Profit & Loss A/c Balance carried to Balance 2,841,233 2,713,602 Sheet

DIVIDEND

The Directors do not recommend dividend in view of insufficient profits earned during the year.

WORKING RESULTS

The Company has recorded a Net Profit of Rs. 159,537. An adverse Capital Market scenario had a negative impact on the results of the Company. However, the Company managed to convert its previous year''s losses into profit.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Alok Kumar Goenka is liable to retire by rotation in the forthcoming Annual General Meeting and he has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if reappointed. A brief profile of Mr. Alok Kumar Goenka forms part of the notice of the ensuing Annual General Meeting. None of the directors of the company are disqualified as per section 274(1) (g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

MERGER WITH NIRJA TRIMPEX LTD.

Hon''ble Calcutta High Court approved the merger of Nirja Trimpex Ltd. with the Company vide its order dated 27th June, 2012. The Company is in the process of issuing shares to the shareholders of the Transferor Company.

PERSONNEL

The particulars of employees required under Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) rules, 1975 have not been given since none of the employee is in receipt of remuneration above the stipulated limit.

LISTING

The Shares of the Company are listed in Calcutta Stock Exchange and the Listing fee has been paid up to date.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders of the Company does not contain any qualification, reservation or adverse remarks.

AUDITORS

The Company''s auditor M/s Vikash Chamaria & Co. will hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The auditors have expressed their willingness to continue as Auditors of your Company.

PUBLIC DEPOSITS

The Company has not accepted any Fixed Deposit during the period under review.

DISCLOSURE

The provisions of Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 relating to conservation of energy are not applicable. There were no foreign exchange earnings or outgo and no technology absorption during the year under review.

CORPORATE GOVERNANCE

The Company believes that Corporate Governance is the foundation of corporate excellence. In continuance with the Company''s commitment to good Corporate Governance and in compliance with Clause 49 of the Listing Agreement, Corporate Governance Report, Management Discussion and Analysis and Auditor''s Certification regarding the same form a part of the Annual Report.

FINANCIAL STATEMENTS

Since the format of disclosure of Financial Statements under Schedule VI of the Companies Act, 1956 has been substantially revised, the previous years'' figures have been restated to confirm with current year''s presentation.

DEMATERIALISATION OF SHARES

The Company''s shares are available for dematerialization with both the depositories i.e. CDSL & NSDL. As on 31st March, 2012, 99.4% shares of the Company were held in dematerialized form. All the shares are to be compulsorily traded in dematerialized form.

CONSOLIDATED FINANCIAL STATEMENTS

The Directors have presented consolidated financial statements drawn in accordance with the applicable Accounting Standards.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217 (2A) of the Companies Act, 1956, the Directors of your company confirm that:

1. All applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departure;

2. Such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the profit of the company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

APPRECIATION

The directors would like to thank the Bankers, Government Authorities and Shareholders for their continued assistance, cooperation and support to the Company.

For and on behalf of the Board of Directors

Place: Kolkata Jitendra Kumar Mehta Date: 13th August, 2012

Chairman

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the THIRTIETH Annual Report of the Company together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Year ended 31st March, 2011 31st March, 2010

Net Profit before Tax 16,419 449,602

Less Provision for Income Tax & F.B.T 24,454 225,152

Profit after Tax (8,035) 224,451

Profit and Loss A/c balance brought forward 3,068,098 2,888,538

Profit Balance carried to Balance Sheet 2,713,602 3,068,098

DIVIDEND

The Directors do not recommend dividend in view of the loss incurred during the year.

BUSINESS

The Company has recorded a Loss of Rs. 8,035/-. During the year, there was a moderation in GDP and a steep rise in the inflation figures. This rise was due to both, structured and transitory factors. The industrial production also slowed down. Both these factors combined to leave reduced disposable funds in the hands of consumers and thus reduction in investments and stock market prices. The reduction in profitability of the Company is mainly attributed to the above factors.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Ajay Agarwal is liable to retire by rotation in the forthcoming Annual General Meeting and he has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if reappointed. A brief profile of Mr. Ajay Agarwal forms part of the notice of the ensuing Annual General Meeting.

None of the directors of the company are disqualified as per section 274(1)(g) of the Companies Act, 1956.The Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

During the year Mr. Kishan Lal Sarda resigned as a Director of the Company. The Board expresses its sincere appreciation for the services rendered by Mr. Kishan Lal Sarda during his tenure as the Director of the Company.

SUBDIVISION OF EQUITY SHARES

During the year, the Equity Shares of the Company of face value of Rs. 10/- each were Sub-divided into Equity Shares of Nominal Value of Rs. 2/- each by the members of the Company in the Extra ordinary General Meeting of the Company held on 13th May 2011.The Sub-divided Shares have been listed on the Calcutta Stock Exchange.

CHANGE OF NAME OF THE COMPANY

The Shareholders of the Company at the Extra Ordinary General Meeting held on 30th June,2011 approved the change of name of the company to TTI Enterprises Ltd.. All necessary approvals were then, obtained and Certificate of Incorporation with new name has been received from the Registrar of Companies, West Bengal.

PERSONNEL

The Board acknowledges the understanding, services and support of the staff and the executives of the Company which has contributed to the efficient management of the Company.

The particulars of employees required under Sec. 217(2A) of the Company Act, 1956 read with the Companies (Particulars of Employee) rules, 1975 have not been given since none of the employee is in receipt of remuneration above the stipulated limit.

LISTING

The Shares of the Company are listed in Calcutta Stock Exchange and the Listing fee has been paid up to date.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders of the Company does not contain any qualification, reservation or adverse remarks.

AUDITORS

The Company''s auditor M/s Vikash Chamaria & Co. will hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The auditors have expressed their willingness to continue as Auditors of your Company.

PUBLIC DEPOSITS

The Company has not accepted any Fixed Deposit during the period under review.

DISCLOSURE

The provisions of Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 relating to conservation of energy are not applicable. There were no foreign exchange earnings or outgo and no technology absorption during the year under review.

CORPORATE GOVERNANCE

The Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. The Company has complied with all the mandatory clauses of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis Report, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed as a part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of M/s. Jayalakshmi Merchants Limited which is prepared in compliance with the accounting standards and listing agreement.

DEMATERIALISATION OF SHARES

The Company''s shares are available for dematerialization with both the depositories i.e. CDSL & NSDL. As on 31st March, 2011, 99.4% shares of the Company were held in dematerialized form. All the shares are to be compulsorily traded in dematerialized form.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217 (2A) of the Companies Act, 1956, the Directors of your company confirm that:

1. All applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departure;

2. Such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2011 and of the profit of the company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguard the assets of the Company and for preventing and detecting and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

APPRECIATION

The directors would like to thank the Bankers, Government Authorities and Shareholders for their continued assistance, cooperation and support to the Company.

For and on behalf of the Board of Directors

Place: Kolkata Jitendra Kumar Mehta Date: 19.08.2011 Chairman