Directors Report of TTI Enterprise Ltd.

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