28th

Annual Report
2019-20

Titan Biotech Limited

Manufacturer and Exporter
 TITAN BIOTECH LIMITED


COMPANY INFORMATION
Board of Directors
Mr. Naresh Kumar Singla Managing Director
Mr. Suresh Chand Singla Managing Director
Mrs. Manju Singla Director
Ms. Supriya Singla Director
Mr. Jai Parkash Bansal Director
Mrs. Rekha Dalmia Director

Company Secretary & Compliance Officer Chief Financial Officer

Mr. Charanjit Singh Prem Shankar Gupta

Statutory Auditors Internal Auditors

Sunita Agrawal & Co. PGM & Associates
Chartered Accountants Chartered Accountants
Bankers
HDFC Bank
Subsidiary Company
Peptech Biosciences Limited

Registered Office
A-902A, RIICO Industrial Area, Phase- III, Bhiwadi, Rajasthan

Corporate Office
903-909, 9th Floor, Bigjos Tower, Netaji Subhash Place, New Delhi- 110034
Website: www.titanbiotechltd.com, Ph: 011-27355742
E-mail Id for investors:[email protected]/[email protected]
CIN No. L74999RJ1992PLC013387 ISIN: INE150C01011 Scrip Code: 524717
Plant Locations
1. A-902A, RIICO Industrial Area,Phase-III,Bhiwadi,Rajasthan - 301019
2. E-540, RIICO Industrial Area, Chopanki, Bhiwadi,Rajasthan - 301019

Registrar & Share Transfer Agent

Beetal Financial & Computer Services Private Limited
Beetal House, 3rd Floor, 99, Madangir, behind LSC,
Near Dada Harsukhdas Mandir, New Delhi 110062
Ph: 29961281-83

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 TITAN BIOTECH LIMITED


INDEX

CONTENTS PAGE NO.

Company Information 1
Index 2
Notice of AGM 3-22
Corporate Governance Report 23-43
Certificate on Corporate Governance 44
CFO/CEO Certification 45
Declaration on Compliance 46
Certificate for No Disqualification of Directorship 47
Directors Report (Including Management Disscussion and Analysis Report) 48-64
Annexures to Director Report 65-93
Auditor Report on Standalone Financial Statements 94-102
Balance Sheet 103-104
Profit & Loss Account 105-106
Cash Flow Statement 107-108
Disclosure in Accordance with Regulation 52(4) SEBI(LODR) Regulation, 2015 109
Standalone Statements of Changes in Equity 110
Notes to the Standalone Financial Statements 111-144
Auditors Report on Consolidated Financial Statements 145-151
Consolidated Balance Sheet 152-153
Consolidated Profit & Loss Account 154-155
Consolidated Cash Flow Statement 156-157
Consolidated Statements of Changes in Equity 158
Notes to the Consolidated Financial Statements 159-194

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 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Regd. Office: A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan
Website: www.titanbiotechltd.com
CIN: L74999RJ1992PLC013387, Ph.: 011-27355742, 27674615,
Email: [email protected]/[email protected]

NOTICE
Notice is hereby given that 28thAnnual General Meeting of the members of Titan Biotech Limited will be
held on Friday, 25th September, 2020 at 2:30 P.M. IST through Video Conferencing (“VC”) / Other Audio
Visual Means (“OAVM”) to transact the following business:-
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements (standalone and consolidated
financial statements) for the financial year ended on 31st March, 2020 and the Report of the
Auditors and Directors thereon.
2. To declare dividend on equity shares of the Company.
3. To appoint Director in place of Ms. Supriya Singla (DIN No. 03526583), who retires by Rotation at
this Annual General Meeting, and being eligible, offers herself for reappointment. The Following
Resolution is proposed:-
“RESOLVED THAT Ms. Supriya Singla (DIN No. 03526583) who retires by rotation, be and is
hereby reappointed as director of the company, liable to retire by rotation.”
SPECIAL BUSINESS:
4. Borrowing Money(ies) for the purpose of Business of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable
provisions,if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers)Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force, and the Articles of Association of the Company, consent of the members
be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as
“the Board” which term shall be deemed to include any Committee of the Board), to borrow any
sum or sums of money from time to time at its discretion, for the purpose of the business of the
Company, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies
Corporate, notwithstanding that the monies to be borrowed together with the monies already
borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers

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in the ordinary course of business)may, at any time, exceed the aggregate of the paid-up share
capital of the Company, its free reserves and securities premium, subject to such aggregate
borrowings not exceeding the amount which is Rs. 75 crores (Rupees Seventy Five crores only)
over and above the aggregate of the paid-up share capital of the Company, its free reserves and
securities premium and that the Board be and is hereby empowered and authorised to arrange
or fix the terms and conditions of all such monies to be borrowed from time to time as to interest,
repayment, security or otherwise as it may,in its absolute discretion, think fit;
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be
and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute
discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that
may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and
things and to execute all documents and writings as may be necessary, proper, desirable or
expedient to give effect to this resolution.”
5. Authorization for Loans etc
To consider and if thought fit, to pass, with or without modification(s), the following resolution as
Special Resolution:
“RESOLVED THAT in pursuance of Section 185 of the Companies Act, 2013 (the Act), read
with the Companies (Meetings of the Board and its Powers) Rules, 2014, and other applicable
provisions, if any, of the Act and rules made there-under, as amended or re-stated from time
to time,the consent of the Company be and is hereby accorded to the Board of Directors of
the Company(hereinafter referred to as ‘the Board’, which term shall be deemed to include
any committee thereof) to give loan(s) to Peptech Biosciences Limited, Titan Media Limited,
Tanita Leasing & Finance Limited, Tee Eer Securities & Financial Services Private Limited, Titan
Securities Limited,Connoisseur Management Services Private Limited , Phoenix Bio Sciences
Private Limited, Stalwart Nutritions Private Limited, Emprise Productions Private Limited other
body corporate and/or any person or entity in which any of the director is interested or not, upto
a maximum of Rs. 20 Crores to one or more entities whether mentioned above or not provided
the loans are utilized by the borrowing company for its principal business activities.”
6. Inter Corporate Loans and Investment

To consider and if thought fit, to pass, with or without modification(s), the following Ordinary
Resolution:
“RESOLVED THAT pursuant to the provision of section 186 of companies Act 2013 read with
the Companies (Meeting of Board and its Power) Rules, 2014 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 and other applicable provisions, if any, of the
Act and rules made thereunder (including any modification or re-enactment thereof for the time
being in force) and consent of the members of the Company be and is hereby accorded to the

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Board of the Directors of the Company (herein after called as “The Board” which terms shall
be deemed to include any Committee which the Board may have constituted or hereinafter
constitute to exercise its powers including the powers conferred by this Resolution) to:
a. make loans from time to time on such terms and conditions as it may deem expedient to any
person or other bodies corporate;
b. give on behalf of any person, body corporate, any guarantee, or provide security in connection
with a loan made by any other person to, or to any other person by any body corporate; and
c. acquire by way of subscription, purchase or otherwise the securities of any other body
corporate,
with in the limits prescribed under Section 186 of the Act up to an aggregate sum of 20
crores,notwithstanding that the aggregate of loans and investments so far made, the amounts
for which guarantee or security so far provided to, along with the investments, loans, guarantee
or security proposed to be made or given by the Board shall not be excess of 60% of its paid-
up share capital,free reserves and securities premium account or 100% of its free reserves and
securities premium account, whichever is more;
FURTHER RESOLVED THAT the consent of the Company be and is hereby accorded to the
Board to invest in the Subsidiaries, Associates, Related Parties, make loans to them; provide
guarantees/security on their behalf, to person, within the limits, if any, as may be applicable from
time to time and on such terms and conditions as may be deemed fit and expedient;
FURTHER RESOLVED THAT the any Director of the Company or Company secretary be and
is hereby authorized to finalize and execute all agreements, documents and writings and to do
all acts, deeds and things in this connection and incidental thereto as they may in their absolute
discretion deem fit to give effect to this resolution.”
7. Approval for Related Party Transactions to be entered into by the Company
To consider and if thought fit, to convey assent or dissent to the resolutions as Ordinary resolution:
“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013
(“Act”)and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of
Board and its Powers) Rules, 2014, as amended till date, Regulation 23(4) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and the Company’s policy on Related Party transaction(s), approval of
Shareholders be and is hereby accorded to the Board of Directors of the Company to enter into
contract(s)/arrangement(s)/ transaction(s) with related party within the meaning of Section 2(76)
of the Act and Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as per item no 7 of the Explanatory Statement annexed to this Notice from the
date of this 28th Annual General Meeting till the conclusion of 29thAnnual General Meeting upto
a maximum limit of Rs. 50 Crores (Rupees Fifty Crores);
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 TITAN BIOTECH LIMITED

RESOLVED FURTHER THAT subject to prior approval of Audit Committee of Board of Directors
of the Company for the related party transactions, the Board of Directors of the Company be and
is hereby authorized to finalize the terms and to execute agreements, deeds or writings required
to be executed in relation to the proposed related party transactions and to do all acts, things and
deeds as may be deemed necessary to give effect to this resolution.”

By Order of the Board

For Titan Biotech Limited

Charanjit Singh
Date:24.08.2020 Company Secretary
Place: Delhi ACS No. 12726
NOTES
1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its
circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively
referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through
VC / OAVM, without the physical presence of the Members at a common venue. In compliance
with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the
Company is being held through VC / OAVM The deemed address of the Company for the purpose
of AGM shall be its Registered Office at A-902A, RIICO Industrial Area, phase-III, Bhiwadi.
2. The Board of Directors have considered Special Business under item no. 4 to 7 being considered
unavaoidable to be transacted at the AGM. The relevant details, pursuant to Regulations 26(4) and
36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM
is annexed.
3. The Shareholder may please note that since this AGM is being held pursuant to the MCA Circulars
through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the
facility for appointment of proxies by the Members will not be available for the AGM and hence the
Proxy Form and Attendance Slip are not annexed to this Notice.
4. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are
requested toregister the same with their DPs in case the shares are held by them in electronic form
and with Beetal in case the shares are held by them in physical form.
5. Members are requested to intimate changes, if any,pertaining to their name, postal address, email
address,telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations,
power of attorney, bank details such as, name of the bank and branch details, bank account number,

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MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and
to Beetal Financial and Computer Services Pvt Ltd in case the shares are held by them in physical
form.
6. The relevant records and documents connected with the businesses set out in the notice are
available for inspection during the meeting on all working days up to the day of the Annual General
Meeting except on Sundays and other holidays.
7. The Share Transfer Books and the Register of Members of the Company will remain closed from
19th September, 2020 to 25th September, 2020 (both days inclusive).
8. Explanatory Statement pursuant to Section 102 of Companies Act, 2013 is annexed hereto and
forms part of this notice.
9. CDSL e-Voting System – For Remote e-voting and e-voting during AGM
a) As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general
meetings of the companies shall be conducted as per the guidelines issued by the Ministry of
Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020
dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will
thus be held through through video conferencing (VC) or other audio visual means (OAVM).
Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
b) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation
44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended),
and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is
providing facility of remote e-voting to its Members in respect of the business to be transacted
at the EGM. For this purpose, the Company has entered into an agreement with Central
Depository Services (India) Limited (CDSL) for facilitating voting through electronic means,
as the authorized e-Voting’s agency. The facility of casting votes by a member using remote
e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
c) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure mentioned
in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made
available to atleast 1000 members on first come first served basis. This will not include large
Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors
etc. who are allowed to attend the EGM/AGM without restriction on account of first come first
served basis.
d) The attendance of the Members attending the AGM through VC/OAVM will be counted for the
purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

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e) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to
attend and cast vote for the members is not available for this AGM. However, in pursuance
of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members
such as the President of India or the Governor of a State or body corporate can attend the
AGM/EGM through VC/OAVM and cast their votes through e-voting.
f) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020,
the Notice calling the AGM/EGM has been uploaded on the website of the Company at
HYPERLINK “http://www.titanbiotechltd.com” www.titanbiotechltd.com. The Notice can also
be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.
com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the
Remote e-Voting facility and e-voting system during the AGM) i.e. HYPERLINK “http://www.
evotingindia.com” www.evotingindia.com.
g) The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions
of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA
Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
10. Voting through Electronic Means
THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:
(i) The voting period begins on 22nd September, 2020 at 10.00 A.M and ends on 24th September,
2020 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date 18th September, 2020, may cast
their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The Members who have cast their vote by remote e-voting prior to the AGM may also attend/
participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on “Shareholders” module.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with
the Company.
or
Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in
at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you
successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and
proceed directly to cast your vote electronically.

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(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/
Depository Participant are requested to use the sequence number sent
by Company/RTA or contact Company/RTA.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank recorded in your demat account or in the company records in order to login.
Details • If both the details are not recorded with the depository or company please
OR Date of enter the member id / folio number in the Dividend Bank details field as
mentioned in instruction (v).
Birth (DOB)
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach ‘Password Creation’ menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant <TITAN BIOTECH LIMITED> on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that
you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILELINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click
on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on
the Voting page.
(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.
(xiv) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app
can be downloaded from respective Store. Please follow the instructions as prompted by the
mobile app while Remote Voting on your mobile.
13. Any person, who acquires shares of the Company and become Member of the Company after
dispatch of the Notice and holding shares as on 18th September, 2020 may follow the same
instructions as mentioned above for e-Voting.
14. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or
write an email to [email protected].
15. The Board of Directors has appointed M/s PKG AND ASSOCIATES, Proprietorship of Practicing
Company Secretary, who shall scrutinize the electronic voting process in fair and transparent
manner.
16. The results of resolutions passed shall be declared immediately on furnishing of report by scrutinizers
to the Chairman after the 28th Annual General Meeting. The results of resolutions shall be based
on the report of M/s PKG AND ASSOCIATES, Proprietorship of Practicing Company Secretary, and
voting at 28th Annual General Meeting.
17. Members are requested to intimate to the Company queries, if any, regarding these accounts/
notice atleast 7 (seven days) before the meeting to enable the management to keep the information
ready at the meeting.
18. Unpaid / Unclaimed Dividend is lying with the Company for the last few years. Shareholders who
have not received or claimed dividend may submit their claim immediately to avoid the same being
transferred to Investor Education and Protection Fund after period of 7 years or as prescribed
under the Companies Act and Rules made thereunder. Further, unpaid/unclaimed dividend of
shareholdersf or 2012-13 is Rs. 643624.50/-(Six Lac Forty Three Thousand Six hundred twenty four
and Fifty Paise Only). The Company had communicated to Shareholders for claiming of dividend for
2012-13 onwards and also updated list of shareholders on its website whose dividend and shares
can be transferred to IEPF if dividend on such shares is not claimed for a period of 7 years. The
Shareholders may therefore claim the dividend for 2012-13 onwards immediately to avoid transfer
of dividend and shares to IEPF.
Please note that:
• Login to e- voting website will be disabled upon five unsuccessful attempts to key-in the correct
password. In such an event, you will need to go through ‘Forgot Password’ option available on
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the site to reset the same.

• Your login id and password can be used by you exclusively for e-voting on the resolutions placed
by the Companies in which you are the shareholder.
• It is strongly recommended not to share your password with any other person and take utmost
care to keep it confidential.
The results of the voting shall be placed on the website of the company at www.titanbiotechltd.com and
also at CDSL website at www.cdslindia.com
19. M/s PKG and Associates, Proprietorship of Practicing Company Secretary, has been appointed as
Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
20. The Chairman shall at the end of discussion on the resolutions on which voting is to be held, allow
voting with the assistance of scrutinizer.
21. The Scrutinizer shall, after conclusion of voting at the AGM, first count the votes cast at the meeting
and thereafter unblock the votes cast through remote e-voting in the presence of atleast two
witnesses not in the employment of the company and shall make not later than forty eight hours
of the conclusion of the AGM, a consolidated scrutinizer report of the total votes case in favour or
against, if any, to the Chairman or a person authorized by him in writing who shall countersign the
same and declare the result of the voting forthwith.
22. The Results declared alongwith the report of Scrutinizer shall be placed on the website of the
company www.titanbiotechltd.com . The results shall be forwarded immediately to the BSE Limited
where shares of the company are listed.
23. All documents referred to in the Notice will be available for inspection at the Company’s Registered
Office on all working days, during business hours upon the date of the AGM.
24. A person, whose name is recorded in the register of members or in the register of beneficial owners
maintained by the depositories as on the cut off date i.e 18th September, 2020 is entitle to avail the
facility of remote e-voting as well as e-voting at the AGM.
25. Record date for determining the names of members eligible for dividend on equity shares, if
approved by the members at the AGM is 18th September, 2020.
26. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
27. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS
UNDER:
A. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the
CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com
under shareholders/members login by using the remote e-voting credentials. The link for VC/
OAVM will be available in shareholder/members login where the EVSN of Company will be
displayed.

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B. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
C. Further shareholders will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.
D. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.
E. Shareholders who would like to express their views/ask questions during the meeting may
register themselves as a speaker by sending their request in advance atleast 7 days prior to
meeting mentioning their name, demat account number/folio number, email id, mobile number
at (company email id). The shareholders who do not wish to speak during the AGM but have
queries may send their queries in advance 7 days prior to meeting mentioning their name,
demat account number/folio number, email id, mobile number at (company email id). These
queries will be replied to by the company suitably by email.
F. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.
28 PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING ANNUAL REPORT AND USER
ID/PASSWORD FOR E-VOTING AND UPDATION OF BANK ACCOUNT MANDATE FOR RECEIPT
OF DIVIDEND DIRECTLY IN THEIR BANK ACCOUNT THROUGH ELECTRONIC CLEARING
SYSTEM OR ANY OTHER MEANS:

Physical Holding Send a request to the Registrar and Transfer Agents of the Company,
BEETAL Financial & Computer Services Private Limited at beetalrta@gmail.
com providing Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar Card) for registering email
address.
Following additional details need to be provided in case of updating Bank
Account Details:
a) Name and Branch of the Bank in which you wish to receive the dividend,
b) the Bank Account type,
c) Bank Account Number allotted by their banks after implementation of
Core Banking Solutions
d) 9 digit MICR Code Number, and
e) 11 digit IFSC Code
f) a scanned copy of the cancelled cheque bearing the name of the first
shareholder.

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Demat Holding Please contact your Depository Participant (DP) and register your email
address and bank account details in your demat account, as per the process
advised by your DP.

29. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above
for Remote e-voting.
2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from
doing so, shall be eligible to vote through e-Voting system available during the AGM.
3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if
the same shareholders have not participated in the meeting through VC/OAVM facility , then the
votes cast by such shareholders shall be considered invalid as the facility of e-voting during the
meeting is available only to the shareholders attending the meeting.
4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.
30. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT
REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR
E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE
A. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN
card), AADHAR (self attested scanned copy of Aadhar Card) by email to hrd@titanbiotechltd.
com / [email protected]
B. For Demat shareholders -, please provide Demat account detials (CDSL-16 digit beneficiary ID
or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement,
PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar
Card) to [email protected] / [email protected]
31. NOTE FOR NON – INDIVIDUAL SHAREHOLDERS AND CUSTODIANS
 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are
required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
 A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed
to [email protected].
 After receiving the login details a Compliance User should be created using the admin login and
password. The Compliance User would be able to link the account(s) for which they wish to vote on.
 The list of accounts linked in the login should be mailed to [email protected] and on

13
 TITAN BIOTECH LIMITED

approval of the accounts they would be able to cast their vote.

 A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer
to verify the same.
 Alternatively Non Individual shareholders are required to send the relevant Board Resolution/
Authority letter etc. together with attested specimen signature of the duly authorized signatory
who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@
[email protected] , if they have voted from individual tab & not uploaded
same in the CDSL e-voting system for the scrutinizer to verify the same.
In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or
write an email to [email protected] or call 1800225533.
All grievances connected with the facility for voting by electronic means may be addressed to Mr.
Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor,
Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013
or send an email to [email protected] or call 1800225533.
32. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent
Account Number (PAN) by every participant in securities market. Members holding shares in
electronic mode are, therefore, requested to submit their PAN to their depository participants with
whom they are maintaining their demat accounts. Members holding shares in physical mode can
submit their PAN to the Company / to our RTA.
33. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f.
April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders
at the prescribed rates. For the prescribed rates for various categories, the shareholders are
requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are
requested to update their PAN with the Company/ BEETAL Financial & Computer Services Private
Limited (in case of shares held in physical mode) and depositories (in case of shares held in demat
mode).
For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as
follows:
Shareholders having valid PAN 7.5% or as notified by the Government of India

Shareholders not having PAN / valid PAN 20% or as notified by the Government of India
However, no tax shall be deducted on the dividend payable to a resident individual if the total
dividend to be received by the mduring the Financial Year 2020-21 does not exceed Rs. 5,000
and also in cases where members provide Form 15G / Form 15H(applicable to individuals aged

14
 TITAN BIOTECH LIMITED

60 years or more) subject to conditions specified in the Income Tax Act. Resident shareholders
may also submit any other document as prescribed under the Income Tax Act to claim a lower / Nil
withholding tax. Registered members may also submit any other document as prescribed under the
Income Tax Act to claim a lower / Nil withholding tax.
PAN is mandatory for members providing Form 15G / 15H or any other document as mentioned
above. A Resident individual shareholder with PAN and who is not liable to pay income tax can
submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at
source by email to [email protected]
Non-resident shareholders can avail beneficial rates under tax treaty between India and their
country of residence, subject to providing necessary documents i.e. No Permanent Establishment
and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document
which may be required to avail the tax treaty benefits by sending an email to [email protected].
The aforesaid declarations and documents need to be submitted by the shareholders.
Members who hold shares in physical mode in multiple folios in identical names or joint holding in
the same order of names are requested to send the share certificates to our RTA, for consolidation
into a single folio.
Non-Resident Indian Members are requested to inform our RTA / respective depository participants,
immediately of any:
a) Change in their residential status on return to India for permanent settlement.
b) Particulars of their bank account maintained in India with complete name, branch, account type,
account number and address of the bank with pin code number, if not furnished earlier.

By Order of the Board

for Titan Biotech Limited

Charanjit Singh
Date: 24-08-2020 Company Secretary
Place: Delhi ACS 12726

15
 TITAN BIOTECH LIMITED

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION

102 OF THE COMPANIES ACT, 2013
As required by section 102 of the Companies Act, 2013, the following explanatory statement sets out
all material facts relating to the business mentioned under Item Nos. 4&7 of the accompanying Notice:
Detail of Interest of Directors, KMP and their Relatives in various entities :

Name of Director Name of Co. in which interested Nature of No. of % of Shares held
Relationship Shares held
Naresh Kumar Singla Connoisseur Management Director 201200 8.01%
Services Private Limited
Tanita Leasing & Finance Ltd Director 513500 9.35%
Titan Securities Limited Director 1038360 4.15%
Tee Eer Securities & Financial Director 50000 8.88%
Services Private Limited
Peptech Biosciences Limited Director N.A N.A.(less than 2%)
Titan Media Limited Member 170000 9.71%
Suresh Chand Singla Connoisseur Management Director 100000 3.98
Services Private Limited
Tanita Leasing &Finance Ltd Director 527040 9.59
Titan Securities Limited Director 421710 N.A.(less than 2%)
Tee Eer Securities & Financial Director 50000 8.88%
Services Private Limited
Peptech Biosciences Limited Director N.A N.A.(less than 2%)
Titan Media Limited ` Director 160000 9.14%
Manju Singla Connoisseur Management Member 100000 3.98%
(Wife of Mr. Suresh Chand Singla) Services Private Limited
Tanita Leasing &Finance Ltd Whole Time Director 507510 9.24
Titan Securities Limited Managing Director NA NA (less than 2%)
Tee Eer Securities & Financial Member 25000 4.44%
Services Private Limited
Peptech Biosciences Limited Director N.A NA (less than 2%)
Titan Media Limited Member 138000 7.88%
Udit Singla Connoisseur Management Member 109300 4.35%
(Son of Mr. Suresh Chand Singla) Services Private Limited
Tanita Leasing & Finance Ltd Member 350500 6.38%
Titan Securities Limited Member N.A. N.A.(less than 2%)
Tee Eer Securities & Financial Member 33000 5.86%
Services Private Limited
Peptech Biosciences Limited Member N.A N.A.(less than 2%)
Titan Media Limited Member 150000 8.57%
Stalwart Nutritions Pvt Ltd Director 5000 50%

16
 TITAN BIOTECH LIMITED

Name of Director Name of Co. in which interested Nature of No. of % of Shares held
Relationship Shares held
Supriya Singla Connoisseur Management Member 100000 3.98%
(Daughter of Mr. Suresh Chand Singla) Services Private Limited
Tanita Leasing &Finance Ltd Member 377810 6.88%
Titan Securities Limited Member NA N.A.(less than 2%)
Tee Eer Securities & Financial Member 36100 6.41%
Services Private Limited
Peptech Biosciences Limited Employee N.A N.A.
Titan Media Limited Member 75000 4.28%
Raja Singla Connoisseur Management Member 134000 5.33%
(Son of Mr. Naresh Kumar Singla) Services Private Limited
Tanita Leasing &Finance Ltd Member 546500 9.95%
Titan Securities Limited Member N.A. N.A.(less than 2%)
Tee Eer Securities & Financial Member 50000 8.88%
Services Private Limited
Peptech Biosciences Limited Member N.A. N.A.(less than 2%)
Titan Media Limited Member 163570 9.34%
Stalwart Nutritions Pvt Ltd Director 2500 25%
Emprise Productions Pvt Ltd Director 50000 50%
Phoenix Bio Sciences Pvt Ltd Director 125000 25%
Shivom Singla (Son of Mr. Naresh Connoisseur Management Member 155380 6.19%
Kumar Singla) Services Private Limited
Tanita Leasing &Finance Ltd Member 330510 6.02%
Titan Securities Limited N.A. N.A. N.A.
Tee Eer Securities & Financial Member 34600 6.15%
Peptech Biosciences Limited Member N.A. N.A. (Less than 2%)
Titan Media Limited Member 75000 4.28%
Stalwart Nutritions Pvt Ltd Director 2500 25%
Emprise Productions Private Ltd Director 5000 5%
Phoenix Bio Sciences Pvt Ltd Director 125000 25%
Sachi Singla (Wife of Mr. Raja Singla) Emprise Productions Private Limited Director 45000 45%
Naresh Kumar Singla (HUF) Tanita Leasing & Finance Limited Member 400000 7.28%
Titan Media Limited Member 170000 9.71%
Connoisseur Management Member 25000 NA (Less than 2% )
Services Private Limited
Titan Securities Limited Member NA NA (Less than 2%
Suresh Chand Singla (HUF) Tanita Leasing & Finance Limited Member 451700 8.22%
Titan Media Limited
Tee Eer Securities & Financial Member 165000 9.42%
Services Private Limited Member 29200 5.19%
Titan Securities Limited Member NA NA (less than 2%)

17
 TITAN BIOTECH LIMITED

Item No.4
The Company had taken and /or will take cash credit limit and loan(s) from bank, related party(ies), other
bodies corporates etc for various business needs. The approval of shareholders is required as money
already borrowed by the company together with money to be borrowed exceed paid up capital and free
reserves of the company. The approval is being sought for covering all borrowing from banks or other
corporates for a total sum of Rs. 75 Crores (Seventy Five Crores Only). The approval of shareholders is
being sought in terms of Section 180(1) (c) of the Companies Act, 2013 read with applicable Rules. The
objective of borrowing is to support existing funds requirement at the works at A-902A RIICO Industrial
Area Phase-III, Bhiwadi and also for meeting other short term working capital and long term requirements
of funds for the company. The borrowing is at arm’s length and in ordinary course of business. The
Board recommends passing of this Resolution as a Special Resolution. None of the Directors, KMP’s
and members (being relative as per Companies Act and rules there under) interested in this concern
resolution will not entitled to vote in this resolution.
Item No. 5
In order to make optimum use of funds available with the Company and also to achieve long term
strategic and business objectives, the Board of Directors of the Company proposes to give loans in other
bodies corporate or as and when required. Pursuant to the provisions of section 185 of the Companies
Act, 2013 and rules made there under,the Company needs to obtain approval of shareholders / members
by way of special resolution passed at the General Meeting for giving loans to any person or entity in
which any of the director is interested or not upto a maximum limit of Rs. 20 Crores. The company may
give loans to following entities if need arises:

Name of Company Amount of Loan which can be given in

Indian Rupees to other body corporate
Peptech Biosciences Limited Rs. 15 Crores
Titan Securities Limited Rs. 20 Crores
Tanita Leasing & Finance Limited Rs. 10 Crores
Titan Media Limited Rs. 5 Crores
Tee Eer Securities & Financial Services Pvt Ltd. Rs. 5 Crores
Phoenix Bio Sciences Private Limited Rs. 5 Crores
Connoisseur Management Services Private Limited Rs. 5 Crores
Stalwart Nutritions Private Limited Rs. 1 Crores
Emprise Productions Private Limited Rs. 1 Crores
The Directors therefore, recommend the Special Resolution for approval of the shareholders. Directors
namely Mr. Suresh Chand Singla, Naresh Kumar Singla, and Relatives of Key Managerial Personnel

18
 TITAN BIOTECH LIMITED

namely Mr. Udit Singla, Mr. Raja Singla and Mr. Shivom Singla and all above named companies
are interested in above Resolution and hence not entitled to participate in discussion or vote on the
Resolution. No other director or Key Managerial Personnel of the Company is concerned or interested
in the resolution.
Item No. 6
The Company has been making investments in, giving loans and guarantees to and providing securities
in connection with loans to various persons and bodies corporate (including its subsidiary)from time to
time, in compliance with the applicable provisions of the Act. The provisions of Section186 of the Act read
with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended to date, provides that
no company is permitted to, directly or indirectly, (a) give any loan to any person or other body corporate;
(b) give any guarantee or provide security in connection with a loan to any other body corporate or
person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body
corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium
account or one hundred per cent of its free reserves and securities premium account, whichever is
more. Further, the said Section provides that where the giving of any loan or guarantee or providing any
security or the acquisition as provided under
Section 186(2) of the Act, exceeds the limits specified therein, prior approval of Members bymeans of
a Special Resolution is required to be passed at a general meeting. As per the latest audited Balance
Sheet of the Company as on 31st March 2020, sixty per cent of the paid-up share capital, free reserves
and securities premium account amounts to Rs. 2268.80 Lacs while one hundred per cent of its free
reserves and securities premium account amounts to Rs.2954.97 Lacs.
Therefore, the maximum limit available to the Company under Section 186(2) of the Act for making
investments or giving loans or providing guarantees / securities in connection with a loan, as the case
may be, is Rs.2954.97 Lacs.
As per above mentioned higher limit is Rs.2954.97 Lacs and we are proposing the maximum limit upto
2000.00 Lacs. Which is lower than the limit prescribed in 186(2), so there is no need to pass special
resolution in annual general meeting.
In view of the above and considering the long term business plans of the Company, which requires the
Company to make sizeable loans / investments and issue guarantees / securities to persons or bodies
corporate, from time to time, prior approval of the Members is being sought for enhancing the said limits.
Hence, the Ordinary Resolution at Item No.6 of the Notice, notwithstanding the fact that the same dose
not exceeds the limits provided under Section 186 of the Act. The Directors recommend the Ordinary
Resolution as set out at Item No. 6 of the accompanying Notice, for members’ approval by e-voting.

The Board of Directors of the Company has appointed PKG & Associates, Proprietorship of Practicing
Company Secretary Firm, to act as a Scrutinizer to conduct the e-voting process in a fair and transparent
manner. The Scrutinizer will submit his report after completion of scrutiny of ballots received from
members including e-voting.
19
 TITAN BIOTECH LIMITED

None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or
interested, financially or otherwise, in the Ordinary Resolution.
Item No. 7
The Company may enter into related party transactions with one or more of related parties and such
related party transactions covered under section 188 of the companies Act, 2013. The company may
buy or sell goods or materials, sell or dispose of property of any kind, avail or render any kind of service,
appoint any agent for purchase or sale of goods or materials, appointment to any office or place of profit,
underwriting the subscription of any securities or derivatives thereof, of the company. The company
had already borrowed money for funding its project for modernization from bank as well as from other
corporates and related parties. The project is at final stages and the company need more funds to
complete its project of modernization of works and therefore Shareholders approval is being sought by
means of an Ordinary Resolution for borrowing, repayment and also for making investment by company
by way of inter corporate loans and investments or other transaction covered u/s 188 of Companies
Act, 2013 upto a maximum amount of Rs. 50 Crores (Fifty Crores Only). Some of the Directors of the
Company may be interested in this resolution as it involves approval for above transactions and /or other
Related Party Transactions covered u/s 188 of Companies Act, 2013 as per following details:
S. Name of Related Party Amount upto Nature of Transactions
No which transaction
can be made in
Rs.

1. Titan Securities Limited 20 Crores Borrowing or Repayment of Loan or

CIN No. L67190DL1993PLC052050 other transaction covered u/s 188 of the
Companies Act, 2013.

2. Tanita Leasing & Finance Limited 10 Crores Borrowing or Repayment of loan or

CIN NO. U74899DL1994PLC062144 other Transaction covered u/s 188 of the
Companies Act, 2013

3. Connoisseur Management Services 5 Crores Borrowing or Repayment of Loan or

Private Limited other Transaction covered u/s 188 of the
CIN NO. U74899DL1984PTC018979 Companies Act, 2013

4. Peptech Biosciences Limited 15 Crores Purchase or Sale of Goods or any other

CIN NO. U33110RJ2011PLC037007 transaction covered u/s 188 of the
Companies Act, 2013.

5. Tee Eer Securities & Financial Services 5 Crores Borrowing or Repayment of Loan or
Private Limited any other transaction covered u/s 188 of
CIN NO. U74899DL1995PTC071668 Companies Act, 2013.

20
 TITAN BIOTECH LIMITED

6. Titan Media Limited 5 Crores Borrowing or Repayment of Loan or any

CIN NO. U24233DL1993PLC052051 other transaction covered u/s 188 of
Companies Act, 2013.

7. Phoenix Biosciences Pvt Limited 5 Crores Purchase or Sale of Goods or any

CIN NO. U74990TN2011PTC079806 other transaction covered u/s 188 of
Companies Act, 2013.

8. Stalwart Nutritions Private Limited 1 Crores Borrowing or Repayment of Loan or any

CIN No. U15130DL2018PTC342988 other transaction covered u/s 188 of
Companies Act, 2013.

9. Emprise Productions Private Limited 1 Crores Borrowing or Repayment of Loan or any

other transaction covered u/s 188 of
Companies Act, 2013.

Related Parties like Titan Securities Limited, Tanita Leasing & Finance Limited, Connoisseur Management
Services Private Limited, Titan Media Limited, Tee Eer Securities & Financial Services Private Limited,
Peptech Biosciences Limited, Phoenix Bio Sciences Private Limited, Stalwart Nutritions Private Limited
and Emprise Productions Private Limited are interested in above Resolution and hence neither the
directors of these companies namely Mr. Suresh Chand Singla, Mr. Naresh Kumar Singla, Ms. Supriya
Singla and Mrs. Manju Singla being directors of the promoter group and Relatives of Key Managerial
Personnel namely Mr. Udit Singla, Mr. Raja Singla, and Mr. Shivom Singla are not entitled to vote on this
Resolution. None of the Directors, KMP’s and members (being relative as per Companies Act and rules
there under) interested in this concern resolution will be entitled to vote in this resolution.

By Order of the Board

for Titan Biotech Limited

Charanjit Singh
Date: 24-08-2020 Company Secretary
Place: Delhi ACS 12726

21
 TITAN BIOTECH LIMITED

ADDITIONAL INFORMATION ON DIRECTOR SEEKING APPOINTMENT / REAPPOINTMENT AT

THE 28th ANNUAL GENERAL MEETING

(Pursuant to Regulation 36 (3) and 26(4) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard 2 issued by the Institute of Company Secretaries of India)

Brief Profile of Ms. Supriya Singla

Ms. Supriya Singla Non-Executive Director, Joined Titan Biotech Ltd as Executive Director in October
2012, later reappointed as Non-Executive Director. She is Post Graduate in Diploma Management in
International Business from Amity University. She having experience in Marketing and International
Business of over 4 years.

Particulars of Director Who Is Seeking For The Appointment/Reappointment

Name of Director Ms. Supriya Singla

DIN 03526583
Date of Appointment 01/10/2012
Post Graduate Diploma Management (PGDM) in
Educational Qualifications
International Business
Experience and Expertise in specific Expertise in Marketing and International Business
Functional Area having experience of over 3 years
Terms and Conditions of appointment
Appointed as director liable to retire by rotation

Remuneration Last Drawn Not Applicable

Shareholding of Directors in our co. as on
54493
31.03.2020
Relationship with other directors and KMPs of Mr. Suresh Chand Singla, Managing Director is
the Company Father of Ms. Supriya Singla. Mrs. Manju Singla,
Director is Mother of Ms. Supriya Singla, appointee
Director
No. of Meetings of Board attended during the Ms. Supriya Singla attended 10 meetings during the
year financial year 2019-2020.
Other Directorships NIL
Chairman/Member of the Committees of
NIL
Board of Directors of Indian Companies

22
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

CIN No. L74999RJ1992PLC013387
Regd. Office: A-902A, RIICO Industrial Area, Phase III, Bhiwadi-301019, Rajasthan
Phone: 011-71239900, 27675668/27677960 email [email protected]

CORPORATE GOVERNANCE REPORT

1. PHILOSOPHY ON CODE OF GOVERNANCE
Titan Biotech Limited has adopted good corporate governance norms and is committed to ensure
transparency in its affairs which is expected by all stakeholders of company including shareholders,
lenders, employees, customers and public at large. The Company is making all out efforts for
enhancing shareholders wealth. The Company recognizes the importance of strong governance
which is an important mechanism of Investors protection. The Board of Directors are holding fiduciary
responsibility of protecting the interest of shareholders and other stakeholders of company. Our
Corporate Governance Policy has been based on professionalism, honesty, integrity and ethical
behavior.
2. BOARD OF DIRECTORS:
(A) COMPOSITION OF BOARD
The Board of Directors of your company comprises of Six Directors, of which four are Non-
Executive Directors. The Board of Directors consist of appropriate number of Executive, Non
Executive, Independent and Woman Director. Composition of the Board of Directors as on 31st
March, 2020 was as under: -
Name of Director Status No. of Board Attendance DIN Appointed Ceased as
Meeting at the last as Director Directors
attended during AGM
2019-2020

Yes
Mr. Naresh Kr. Singla Managing Director 11 00027448 18/02/1992 -

No
Mr. Suresh Chand Singla Managing Director 11 00027706 18/02/1992 -

Non-Executive
Mrs. Manju Singla 12 No 00027790 23/06/2001 -
Woman Director

Mr. Praveen Somani Non-Executive

6 No 02424925 30/09/2010 07/09/2019
Independent

Non Executive
Mr. Parvesh Goel 6 No 03543944 29/09/2012 07/09/2019
Independent

Non Executive
Mr. Raja Singla 5 No 03523719 01/10/2012 18/07/2019
Director

Non Executive
Ms. Supriya Singla 10 Yes 03526583 01/10/2012 -
Director
Non-Executive
Mr. Jai Parkash Bansal Independent 12 Yes 01499470 07/03/2019 -

Non-Executive
Mrs. Rekha Dalmia Independent 12 Yes 08369528 20/03/2019 -

23
 TITAN BIOTECH LIMITED

Relationship among Directors Inter Se

Director Relatives Relationship

Mr. Suresh Chand Singla Mrs. Manju Singla Wife
Mr. Suresh Chand Singla Ms. Supriya Singla Daughter
Mrs. Manju Singla Ms. Supriya Singla Daughter
Mr. Naresh Kumar Singla Mr. Raja Singla Son
Shareholding of Non-Executive Directors in company

No. of Convertible
Non Executive Director No. of Equity Shares held
Instruments Held
Mr. Raja Singla 61100 Nil
Ms. Supriya Singla 54493 Nil
Mrs. Manju Singla 71210 Nil

(B) Board Meetings

The Board met Twelve times during the year 2019-2020, on 08-04-2019, 23-04-2019, 26-
04-2019, 29-05-2019, 18-07-2019, 02-09-2019, 13-09-2019, 25-10-2019, 13-11-2019, 29-11-
2019, 22-01-2020 and 12-02-2020.
(C ) Code of Conduct
The Company’s Board has laid down code of conduct for all the Board Members and Senior
Management of the Company, which have been provided to all concerned executives. The
code of Conduct is available at the website of the company at www.titanbiotechltd.com and
designated Senior Management have affirmed compliance with code of conduct. A declaration
to this effect is enclosed.
(D) Number of Directorships and Committee Membership, Chairmanships held in companies
as on 31st March, 2020.
No. of Directorships / Committee Memberships / Chairmanships
(Including Titan Biotech Limited) as on 31st March 2020
Directorship Under Section 165

Public Company Directorship

Name Of Directors in Private Committee
/ OPC/ Committee
Memberships
Listed Unlisted Section 8 Chairmanships
Company

No. Name of Company No. No.

Mr. Naresh Kr. Singla 2 Titan Biotech Ltd 2 2 2 0

Titan Securities Limited
Mr. Suresh Chand Singla 2 Titan Biotech Ltd 3 2 4 1
Titan Securities Limited

Mrs. Manju Singla 2 Titan Biotech Ltd 2 Nil 2 0

Titan Securities Limited

24
 TITAN BIOTECH LIMITED

No. of Directorships / Committee Memberships / Chairmanships

(Including Titan Biotech Limited) as on 31st March 2020
Directorship Under Section 165

Public Company Directorship

Name Of Directors in Private Committee
/ OPC/ Committee
Memberships
Listed Unlisted Section 8 Chairmanships
Company

No. Name of Company No. No.

Mr. Praveen Somani 1 Titan Biotech Ltd Nil 4 2 0

Mr. Parvesh Goel 1 Titan Biotech Ltd Nil 3  2 0 

Mr. Raja Singla 1 Titan Biotech Ltd Nil 3  0 0 

Mr. Jai Parkash Bansal 1 Titan Biotech Ltd 2 1  3 2 

Mrs. Rekha Dalmia 1 Titan Biotech Ltd Nil Nil  2 1 

Ms. Supriya Singla 1 Titan Biotech Ltd Nil Nil  0

Note
i. Mr. Raja Singla resigned from the directorship on 18/07/2019. Above details are the upto the
date of Directorship in Titan Biotech Limited.
ii. Mr. Praveen Somani and Mr. Pravesh Goel resigned from directorship on 07/09/2019. Above
details are upto the date of directorship in Titan Biotech Limited.
iii. Only covers Membership / Chairpersonship of Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee of public limited companies.
iv. The Committee membership or Chairmanship of our company is also included in above table.

(E) Details of Independent Directors Resignation

Mr. Praveen Somani and Mr. Pravesh Goel resigned from the company on 07/09/2019 due to
personal reasons. Each of them confirmed that there are no other material reasons for their
own resignation.
(F) Chart Setting Out The Skill/Expertise/Competence Of The Board Of Director
Company has identified the following core skill/expertise/competence as required in context of
its business for it to function effectively as per given list:
EDUCATION BACKGROUND
Metric/Minimum Graduate / undergraduate
M.BA or any other degree/diploma in any specific area will be given preference
EXPERTISE
Accounts

25
 TITAN BIOTECH LIMITED

Finance
Project implementation
Culture Media Formulation
Quality
Production
Process
chemical manufacturing
Marketing
product promotion
manufacturing of bulk products
Project Work
Purchase
Skill/Expertise/Competence available with Board
Board currently having following Skill/Expertise/Competence within the Board.
Name Of Directors Skill/Expertise/Competence

1. Naresh Kumar Singla Skills

Accounts, Finance, Project Implementation

2. Manju Singla Skills

Marketing of goods, presentations, product promotion

3. Supriya Singla Skills

Marketing of goods, International Business

4. Jai Parkash Bansal Skills

Marketing

5. Rekha Dalmia Skills

Marketing, Science & Technology

6. Suresh Chand Singla Skills

Culture Media Formulation, production, Quality, process,
chemical manufacturing
(G) Declaration Of Independent Directors
The Independent Directors of your Company have given a declaration confirming that
they meet the criteria of independence as prescribed both under the Act and the Listing
Regulations. Also All Independent Directors have given declarations that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and
Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions
specified in these regulations and are independent of the management.
Familiarisation Programme Imparted To Independent Directors
(H)
The Company has familiarization programme for Independent Directors with regard to their
roles, rights, responsibilities etc in the Company, nature of the industry in which the Company
26
 TITAN BIOTECH LIMITED

operates, the business model of the Company etc. The details are available on the website of
the Company.
Web link: https://titanbiotechltd.com/investor/policies/
3. BOARD PROCEDURE
As per Corporate Policy all the statutory and material information are placed before the Board with a
view to enable it to discharge efficiently its responsibilities in formulating the strategies and policies
for the growth of the Company. The Agenda and other relevant papers were circulated ahead of
the scheduled dates of the meetings. The day-to-day affairs of the Company are managed by the
Managing Director subject to the supervision and control of the Board of Directors. Opinions and
advices of the Independent & Non-executive Directors are considered valuable guidance.
Information supplied to the Board
The Board has access to all information with the company. All Board Meetings are governed by
structured agenda which is backed by comprehensive background information. The information
with regard to mandatory items as per SEBI (LODR) Regulations is regularly supplied to the Board
of Directors. The agenda papers are circulated well in advance to the Board of Directors to take a
well informed decision.
Post Meeting Follow Up System
The Company also had effective Post Board Meeting Follow up System. The Board Periodically
reviews compliance of all laws pertaining to the Company.
Succession Plan
The Board of Directors have satisfied itself that plans are in place for orderly succession for
appointment to the Board of Directors and Senior Management.
Web link: https://titanbiotechltd.com/investor/policies/
COMMITTEES OF THE BOARD OF DIRECTORS
• Audit Committee
The Company has an Audit Committee of the Board of Directors. The Committee met seven
times during the year 2019-2020, on 29th May, 2019, 18th July 2019, 2nd September, 2019, 13th
September, 2019, 13th November, 2019, 22nd January 2020 and 12th February, 2020.
The attendance of the Audit Committee Members was as under.

No. of Meeting(s)
Name Category
Attended
Mr. Jai Parkash Bansal Non-executive Chairman 7
Mr. Parvesh Goel Non executive, Independent* 3
Non executive, Woman
Mrs. Manju Singla 7
Director
Mr. Praveen Somani Non-executive Independent * 3
Mrs. Rekha Dalmia Non-executive Independent 7
Note:
1. *Mr. Parvesh Goel resigned from the directorship from Audit Committee dated 7th
September 2019. After his resignation, the Audit Committee was reconstituted.

27
 TITAN BIOTECH LIMITED

2. *Mr. Praveen Somani resigned from the directorship from Audit Committee dated 7th September
2019. After his resignation, the Audit Committee was reconstituted.
3. The Company Secretary is the Secretary to the Committee.
Terms of Reference of Audit Committee:
1. Oversight of the Company’s financial reporting process and disclosure of its financial
information to ensure that the financial statement is correct, sufficient, and credible.
2. Recommending to the Board the appointment, re-appointment, terms of appointment/
reappointment and, if required, the replacement or removal of the Statutory Auditor and the
fixation of audit fees/remuneration.
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory
Auditors.
4. Reviewing, with the Management, the Annual Financial Statements before submission to the
Board for approval, with particular reference to:
• Matters required to be included in the Director’s Responsibility Statement to be included
in the Board’s report in terms of Sub- Section (5) of Section 134 of the Companies Act,
2013. Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgement by the
Management.
• Significant adjustments made in the financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements.
• Disclosure of any related party transactions.
• Qualifications in the draft audit report.
5. Review/examine, with the Management, the quarterly/year to date financial statements and
auditor’s report thereon, before submission to the Board for approval.
6. Reviewing with the Management, the financial statements of subsidiaries and in particular the
investments made by each of them.
7. Reviewing/Monitoring, with the Management, the statement of uses/application/end use of
funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related
matters, the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/ notice and the report submitted by the monitoring agency monitoring the
utilization of the proceeds of a public or rights issue, and making appropriate recommendations
to the Board to take up steps in this matter.
8. Reviewing/evaluating, with the Management, performance of Statutory and Internal Auditors,
internal financial controls, risk Management system and adequacy of the internal control
systems.
9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
10. Discussion with Internal Auditors any significant findings and follow-ups there on.
11. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material

28
 TITAN BIOTECH LIMITED

nature and reporting the matter to the Board.

12. Discussion with Statutory Auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.
13. To look into the reasons for substantial defaults in payment to the depositors, debenture
holders,shareholders (in case of non-payment of declared dividends) and creditors.
14. To review the functioning of the Whistle- Blower mechanism.
15. Approval of appointment of CFO (i.e. the Whole- Time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate.
16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
17. Review and monitor the Auditor’s independence, performance and effectiveness of Audit
process.
18. Approval or any subsequent Modification of transactions of the Company with related parties.
19. Scrutiny of inter- corporate loans and investments.
20. Valuation of undertakings or assets of the Company, wherever it is necessary.
Further, the Audit committee is empowered to investigate any activity within its terms of
reference, seek information it requires from any employee, obtain outside legal or other
independent professional advice and secure attendance of outsiders with relevant expertise, if
considered necessary. Apart from the above, the Audit Committee also exercises the role and
powers entrusted upon it by the Board of Directors from time to time. Titan Biotech Ltd. has
systems and procedures in place to ensure that the Audit committee mandatorily reviews:
• Management Discussion and Analysis of financial conditions and results of operations.
• Statement of significant Related Party Transactions (as defined by the Audit Committee),
submitted by Management.
• Management letters / letters of internal control weaknesses issued by the Statutory
Auditors.
• Internal audit reports relating to internal control weaknesses.
• Appointment, removal and terms of remuneration of the Chief Internal Auditor.
• Statement of deviations:
The Committee comprises of four Independent Directors. The Management is responsible for
the Company’s internal financial controls and financial reporting process. The Independent
Auditors are responsible for performing an independent audit of the Company’s financial
statements in accordance with the Indian Accounting Standards (Ind AS) and for issuing a
report thereon.
The Committee is responsible for overseeing the processes related to financial reporting and
Information dissemination.
In this regard, the Committee discussed with the Statutory Auditors the overall scope for their
audit. The Management presented to the Committee the Company’s financial statements and
also represented that the Company’s financial statements had been drawn in accordance with
the Ind AS. Based on its review and discussions conducted with the Management and the

29
 TITAN BIOTECH LIMITED

Independent Auditors, the Audit Committee believes that the Company’s financial statements
are presented in conformity with Ind AS in all material aspects.
The Committee has reviewed Statement of Contingent Liabilities, Management Discussion
and Analysis, Financial
Statements of subsidiary Companies, Investments made by Subsidiary Companies, Directors’
Responsibility
Statement, Financial Results and Draft Audit/ Limited Review Report thereon, Financial
Statements and Draft Auditors’ Report, approval (including modification, if any) and review
of Related Party Transactions and scrutinized inter corporate loans and investments of the
Company.
The Committee also approved the Capex proposals during the Financial Year 2019-2020.
Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored by
the Committee. The Committee affirms that in compliance with the Whistle-Blower Policy/ Vigil
Mechanism no personnel had been denied access to the Audit Committee.
The Committee has appointed M/s PGM & Associates. as Internal Auditors of the Company
for the period from 2019-2020 to 2020-2021 and discussed and approved their audit plan. and
approved their scope of work.
Remuneration of Statutory Auditors for FY 2019-2020 was also approved.
In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities
as outlined in the Audit Committee’s responsibility statement.
• Nomination & Remuneration Committee
• The Nomination & Remuneration Committee met four times in the year 2019-2020 on
08.04.2019, 02.09.2019, 22.01.2020 and 12.02.2020 during the last year. The attendance
of members of Remuneration Committee was as under:-
No. of Meeting(s)
Name Category
Attended
Mr Jai Parkash Bansal Non-executive Chairman 4
Mr. Parvesh Goel Non-executive, Independent 2
Mr. Praveen Somani Non-executive, Independent 2
Mrs. Manju Singla Non executive, Woman Director 4
Ms. Rekha Dalmia Non-executive, Independent 4
Note:
1. Mr. Parvesh Goel and Mr. Praveen Somani was resigned from the Board and from
the Committee on 7th September, 2019.
2. The Company Secretary is the Secretary to the Committee.
Terms of Reference of Nomination and Remuneration Committee:
1. Formulate the criteria for determining qualifications, positive attributes and independence
of a Director.
2. Identifying persons who are qualified to become Directors and who may be appointed in
Senior Management in accordance with the criteria laid down, recommend to the Board
their appointment and removal.
30
 TITAN BIOTECH LIMITED

3. Formulate the criteria for evaluation of Director’s and Board’s performance and to carry
out the evaluation of every Director’s performance.
4. Devising a policy on Board diversity.
5. To engage the services of consultants and seek their help in the process of identifying
suitable person for appointments to the Board.
6. To decide the remuneration of consultants engaged by the Committee.
7. Framing, recommending to the Board and implementing, on behalf of the Board and
on behalf of the Shareholders, policy on remuneration of Directors, Key Managerial
Personnel (KMP) & other Employees, including ESOP, pension rights and any other
compensation payment.
8. To ensure that the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors and KMP of the quality required to run the Company
successfully.
9. To ensure that relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.
10. To ensure that remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its
goals.
11. Considering, approving and recommending to the Board changes in designation and
increase in salary of the Directors, KMP and other employees.
12. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme and
recommending the same to the Board/ shareholders for their approval and implementing/
administering the scheme approved by the shareholders.
13. Suggesting to Board/ shareholders changes in the ESPS/ ESOS.
14. Deciding the terms and conditions of ESPS.
The Company has constituted the Nomination and Remuneration Committee in line with the
requirements of Section 178 of the Act and SEBI Regulations. The Broad terms of reference
are as follows:
• Formulating the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to the remuneration
of the directors, key managerial personnel and other employees.
• Formulating criteria for evaluation of performance of independent directors and the board
of directors.
• Devising a policy on diversity of board of directors
• Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down , and recommend to the
board of directors their appointment and removal.
• Assessing whether to extend or continue the term of appointment of the independent
director on the basis of the report of performance of independent directors.

31
 TITAN BIOTECH LIMITED

Board Diversity
The Company has adopted the Policy on Board Diversity as required under Regulation 19
read with Part D of Schedule II of SEBI Listing Regulations, 2015.
Remuneration Policy
The Company has adopted the Remuneration Policy as required under the provisions of
the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI Listing
Regulations, 2015.
Succession Planning
The Nomination and Remuneration Committee works with the Board for succession planning
for its Directors, KMPs and Senior Management.
Terms and Conditions of Appointment of Independent Directors
The Independent directors is choosen keeping in view strategy, business leadership, knowledge
of law, finance, sales or marketing, experience in biotech industry etc.
The independent directors have confirmed that they meet the criteria of independence as laid
down under the Act and applicable Rules and Regulations.
The independent directors were appointed for a period of 5 years in the AGM held in 2014.
The independent directors attended the familarisation programme and all directors spent 2
hours each at the programme. The relevant details are available at the website of the company
www.titanbiotechltd.com
• Directors’ and Key Managerial Personnel Remuneration
The remuneration paid to Mr. Naresh Kumar Singla, Managing Directors during the year from
01.04.2019 to 31.03.2020 was Rs.48,00,000/- (Rs. Forty Eight Lacs Only). The remuneration
paid to Mr. Suresh Chand Singla, Managing Directors during the year from 01.04.2019 to
31.03.2020 was Rs.48,00,000/- (Rs. Forty Eight Lacs Only). The remuneration paid to
Managing Directors is fixed and no variable component is payable. The severance fees is 3
months’ notice or salary in lieu thereof and no other compensation or amount is payable for
severance.
The details of remuneration paid to the Managing Director during the Financial Year ended 31st
March, 2020 are given below:
Perquisites
Performance and retirement
Stock
Name Salary Bonus linked Pension Benefits As Total
option
Incentives Per Income Tax
Rules
Mr. Naresh
4800000 Nil Nil Nil Nil Nil 4800000
Kumar Singla
Mr. Suresh
4800000 Nil Nil Nil Nil Nil 4800000
Chand Singla

The severance fees for Managing Directors Employment is 3 months’ notice or salary in lieu
thereof and no other compensation or amount is payable for severance.

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 TITAN BIOTECH LIMITED

Non Executive Directors are not paid any Sitting Fees or any remuneration. The provision
regarding criteria of payment of remuneration, break up of remuneration, fixed or variable
component of remuneration to Non-Executive Directors is not applicable since no remuneration
is paid.
The remuneration paid to Mr. Charanjit Singh, Company Secretary during the year was
Rs.14,67,824 /- (Fourteen Lac Sixty Seven Thousand Eight Hundred Twenty Four Only) and
Mr. Prem Shankar Gupta, CFO was Rs. 11,52,228/- (Eleven Lac Fifty Two Thousand Two
Hundred Twenty Eight Only)
• Stakeholders Relationship Committee.
The Board had delegated the power to attend investor complaints to Stakeholders Relationship
Committee. The Stakeholders Relationship Committee met 13 times upto 31st March, 2020
i.e. on 02nd May 2019, 18th May 2019, 14th June 2019, 03rd July 2019, 17th July 2019, 25th
July 2019, 5th August, 2019, 12th August 2019, 18th September 2019, 25th October 2019, 19th
November 2019, 18th December 2019 and 22nd January 2020. The attendance of the Members
of Stakeholders Relationship Committee was as under:

Name Categories No. of Meetings

Mr. Suresh Chand Singla Managing Director 13
Mr.Naresh Kumar Singla Managing Director 13
Mr. Jai Parkash Bansal Non-Executive Chairman 13
The Company Secretary is the Secretary to the Committee.
• Name And Designation Of Compliance Officer
Charanjit Singh
Company Secretary
Mail id: [email protected] or [email protected]
• Complaints by shareholders & their redressal during 01.04.2019 to 31.03.2020.Details
Given Below:

Nature of Complaints Received Solved

Loss of Share Certificate 1 1
Delay in Transfer of Shares N.A N.A
/ Non-receipt of shares after
Transfer
Non-receipt of Dividend N.A N.A
Warrants
Non receipt of Shares after N.A N.A
rejection of demat request
Non Receipt of Annual Report N.A N.A
Total 1 1
There are no complaints of investors, which have not been solved during 2019-2020.

33
 TITAN BIOTECH LIMITED

II OTHER DISCLOSURES
Details of last three Annual General Meetings:

Venue Date Time

E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan 29.09.2017 3.00 P.M
E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan 28.09.2018 3.00 P.M
E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan 30.09.2019 3.00 P.M

Plant Locations
Plant I: A-902A, RIICO Industrial Area, Phase-III, Bhiwadi 301019, Rajasthan.
Plant II: E-540, Industrial Area Chopanki, Bhiwadi 301019, Rajasthan
Address for Correspondence:
903-909, Bigjos Tower, Netaji Subhash Place, New Delhi 110034
Special Resolutions Passed in AGM held on 30.09.2017
Item No. 6 Remuneration Increase of Mr. Naresh Kumar Singla, MD
Item No. 7 Remuneration Increase of Mr. Suresh Chand Singla, MD
Item No. 8 Preferential Issue of Equity Shares
Special Resolutions passed in AGM held on 29.09.2018
Item No. 5 Borrowing of Money for the purpose of business of Company
Item No. 6 Authorisation for Loans u/s 185 of Companies Act, 2013
Item No. 7 Inter Corporate Loans and Investments u/s 186 of Companies Act, 2013
Item No. 8 Approval for Related Party Transactions
Item No. 9 Reappointment of Mr. Suresh Chand Singla, MD
Item No. 10 Reappointment of Mr. Naresh Kumar Singla, MD
Item No. 11 Preferential Issue of Equity Shares
Special Resolutions passed in AGM held on 30.09.2019
Item No. 3 Borrowing of Money for the purpose of business of Company
Item No. 4 Authorisation for Loans etc
Item No. 5 Inter Corporate Loans and Investments
Item No. 6 Approval for Related Party Transactions
Item No. 7 Regularization of Appointment of Mr. Jai Parkash Bansal as an Independent Non-
Executive Director
Item No. 8 Appointment of Mr. Raja Singla (Relative of Director) as Senior Vice President
(Production), to an office or place of profit
Item No. 9 Appointment of Mr. Shivom Singla (Relative of Director) as Vice President (Bulk
Division),to an office or place of profit
Item No. 10 Appointment of Mr. Udit Singla (Relative of Director) as Vice President (Media Division),
to an office or place of profit

34
 TITAN BIOTECH LIMITED

Item No. 11 Regularization of Appointment of Mrs. Rekha Dalmia as an Independent Non-Executive

Director
Item No. 12 To Approve payment of remuneration to Mr. Naresh Kumar Singla (DIN: 00027448)
Managing Director
Item No. 13 To Approve payment of remuneration to Mr. Suresh Chand Singla (DIN: 00027706)
Managing Director
Whether any special resolution were put through Postal Ballot in last year: No
Person who conducted the postal ballot exercise: NA
Whether any special resolution is proposed to be conducted through postal ballot: No
DISCLOSURES
The Company has not violated any provision of law nor any penalty stricture imposed on the
Company by Stock Exchange(s), SEBI or any other authority, on any matter related to capital
market, during the last three years. Additional fee for late submission of annual report for last year
i.e. 2018-2019 was Rs. NIL/-. The Company is complying with the provisions of various corporate
and other laws as applicable to it. There is no accounting treatment different from the prescribed
accounting standards.
Legal Compliance Reporting
Company Secretary is assigned with compliance of Company Law, SEBI , ROC. Factory Head is
responsible for all factory compliances. HR Manager is responsible for all HR Compliances. All the
functional heads report to the Managing Director and the Board of Directors overview the Legal
Compliances.
MEANS OF COMMUNICATION

Half yearly report sent to each household of No. Company is publishing the results in
Shareholders National & Regional newspapers. Also
displayed on company website at www.
titanbiotechltd.com
Quarterly Results are normally published in Quarterly Results are published in the National
& Regional newspapers. Also displayed on
Company website.
Any web-site, where displayed, where it The Company is filing all the relevant
also displays official news Releases and the information on the website of BSE. The
presentations made Institutional investors or to Quarterly results are sent immediately after
the Analysts the approval of the same in the Board Meeting.
Also displayed on company website at www.
titanbiotechltd.com

Whether Management Discussion & Analysis Yes

Report is a part of Annual Report or not

Whether it also displays official news release No

Presentation Made to Institutional Investors or No
to the analysts

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 TITAN BIOTECH LIMITED

Annual Reports Annual Reports to the Shareholders are sent

through e-mail, post or courier.
However, this year in view of the outbreak
of COVID-19 pandemic and owing to the
difficulties involved in dispatching of physical
copies of Annual Report, the Ministry of
Corporate Affairs (“MCA”) has vide its circular
no 20/2020 dated 5 May 2020 directed the
Companies to send the Annual Report only
by e-mail to all the Members of the Company.
Therefore, the Annual Report for FY 2019-
2020 and Notice of 28th AGM of the Company
is being sent to the Members at their registered
e-mail addresses in accordance with MCA
and SEBI Circulars.

ANNUAL GENERAL MEETING 25th September 2020
Time 2:30 P.M.
Venue (deemed) A-902A, RIICO Industrial Area, Phase-III, Bhiwadi,
Rajasthan.
The Company is conducting meeting through VC
/ OAVM pursuant to the MCA Circular dated May
5, 2020 and the deemed venue shall be registered
office of company for AGM. For details please refer
to the Notice of this AGM.

• FINANCIAL CALENDER (TENTATIVE)

Financial Reporting for the quarter ending June 30, 2020 Second Week of August’ 2020
Financial Reporting for the quarter ending September 30, 2020. Second Week of November 2020
Financial Reporting for the quarter ended December 31, 2020 Second Week of February, 2021
Financial Reporting for the year ending March 31, 2021 End of May, 2021
Annual General Meeting for the year 2021 September, 2021
• DATES OF BOOK CLOSURE
From the 19th September, 2020 to 25th September, 2020 (both days inclusive).
• OUTSTANDING ADR’S/GDR’S/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS,
CONVERSION DATE AND LIKELY IMPACT ON EQUITY
Not applicable.
• COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
The Company does not have any exposure hedged through commodity derivatives. The
36
 TITAN BIOTECH LIMITED

details of foreign currency exposure are disclosed in Note to the Annual Financial Statements.
• DIVIDEND PAYMENT DATE
The Directors have recommended dividend of 10% on Equity Shares i.e Rs. 1.00 on each
Equity Shares for the Financial Year 2019-2020. The dividend will be paid only after approval
of shareholders in the Annual General Meeting.
UNCLAIMED DIVIDENDS TO BE TRANSFERRED TO THE INVESTOR EDUCATION AND
PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains
unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid
dividend account are required to be transferred by the Company to the Investor Education
and Protection Fund (“IEPF”), established by the Central Government. Further, as per IEPF
Rules, the shares on which dividend has not been paid or claimed by the members for seven
consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
During the year under review, Your Company has not transferred any unclaimed amount and
Shares to IEPF Authority.
The dividend for the following years remaining unclaimed for 7 years from the date of declaration
are required to be transferred by the Company to Investor Education and Protection Fund and
the various dates for transfer of such amount are as under:
Sr.No. Financial Year Date of Declaration Due for Transfer on
 
1. 2012-2013 30-09-2013 06-11-2020
2. 2013-2014 30-09-2014 06-11-2021
3. 2014-2015 30-09-2015 06-11-2022
4. 2015-2016 30-09-2016 06-11-2023
5. 2016-2017 29-09-2017 05-11-2024
6. 2017-2018 28-09-2018 04-11-2025
7. 2018-2019 NA NA
Members who have not encashed their Dividend Warrants or those who have not received the
Dividend Warrants so far, are requested to seek transfer of dividend to their bank account by
furnishing copy of PAN, Cancelled Cheque, Aadhar Copy self-attested.. Otherwise, all above
said unclaimed dividend to be transferred to the Investor Education and Protection Fund on
above said Due Dates.
• STOCK EXCHANGES
Name and Address of Stock Exchange
BSE Limited
Phiroze Jeejeebhoy Tower,
Dalal Street, Mumbai.
Scrip Code: 524717
Listing fees has been paid to the Stock Exchange where shares of company are listed.

37
 TITAN BIOTECH LIMITED

• SEBI toll-free helpline service for investors: 1800 22 7575 or 1800 266 7575(available on
all days from 9:00 a.m. to 6:00 p.m. excluding declared holidays).
SHARE TRANSFER SYSTEM
Shareholders’ requests for transfer / transmission of equity shares and other related matters are
handled by Registrar and Transfer Agent and are effected within stipulated timelines, if all the
documents are valid and in order.
Pursuant to the provisions of Regulation 40 of the SEBI Listing Regulations, 2015, securities can
be transferred only in dematerialised form w.e.f. 1 April 2019. Members are requested to convert
their physical holdings into demat form and may write to Mr. Charanjit Singh, Company Secretary
at [email protected] or [email protected] or to Registrar and Share Transfer Agent in
case they wish to get their securities dematerialized.
The Company obtains half-yearly certificate from a Company Secretary in Practice confirming the
issue of share certificates for transfer, sub-division, consolidation etc., and submits a copy thereof
to the Stock Exchanges in terms of Regulation 40(9) of SEBI Listing Regulations, 2015. Further,
the Compliance Certificate under Regulation 7(3) of the SEBI Listing Regulations, 2015 confirming
that all activities in relation to both physical and electronic share transfer facility are maintained by
Registrar and Share Transfer Agent registered with the Securities and Exchange Board of India is
also submitted to the Stock Exchanges on a half yearly basis.
CFO CERTIFICATION
The CFO has furnished the requisite certificate to the board of directors under revised SEBI
regulations regarding compliance by all board members and key managerial personnel of the code
of conduct.
• MARKET PRICE DATA OF BSE LIMITED:

Month High Price Low Price

Apr-19 49.00 42.10
May-19 46.75 38.55
Jun-19 42.80 37.00
Jul-19 44.30 31.35
Aug-19 40.85 31.25
Sep-19 42.85 30.95
Oct-19 42.25 32.20
Nov-19 41.85 35.30
Dec-19 43.90 33.10
Jan-20 43.90 37.75
Feb-20 57.95 33.65
Mar-20 62.40 27.25

38
 TITAN BIOTECH LIMITED

DEMATERIALISATION OF SHARES AND LIQUIDITY

All requests for dematerialisation of shares are processed and confirmation is given to the respective
depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services
(India) Ltd. (CDSL) within the stipulated time. Upto 31st March, 2020, 7185233 i.e. 86.949% equity
shares of the Company has been dematerialised.
OTHER DETAILS ARE AS UNDER :
* Approximate time taken for share transfer if the : 15days
Documents are clear in all respects
* Demat ISIN Number for Equity Shares of the : INE-150C01011
Company in NSDL & CDSL
* Total No. of shares dematerialized during 2019-2020 : 19200 shares
* Total No. of shares rematerialised during year ended 31.03.20 : NIL
* Total No. of shares transferred during 2019-2020 (physical) : 3700 shares
* Total No. of shares transmitted during 2019-2020(physical) : 600 Shares
* No. of shares pending for transfer as on 31.03.2020 : NIL
* No. of shares pending for dematerialisation : NIL

Performance of the share price of the Company in comparison to the BSE Sensex:
The chart below depicts the performance of the Company’s share price in comparison to broad-
based indices, such as BSE Sensex. The Titan Biotech Management cautions that the stock
movement shown in the graph below should not be consideredindicative of potential future stock
price performance.

Declaration under Regulation 34(3) and 53(F) of SEBI Regulations & Schedule V part D of
Companies Act, 2013
Declaration that all Board Members and Senior Executives of the Company have affirmed
compliance to Code of Conduct as applicable to them for the Financial Year ended on 31st March,
2020 is attached with this report.

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 TITAN BIOTECH LIMITED

SHAREHOLDING PATTERN AS ON 31.03.2020

No. of
Sl. No. of %
Category Equity % age
No. Shareholders age
Shares
1. Resident Individuals 8345 98.20 2153645 26.06
2. Indian Companies 50 0.59 1435778 17.37
3. HUF 53 0.62 73523 0.89
4. Indian Promoters 14 0.16 4491524 54.35
5. NRIs/OCBs/FIIs/FCs 20 0.24 11544 0.14
Clearing House/Members
6. 15 0.18 16294 0.20
In Transit/Custodians/Employee Benefit Trust
7. Investor Education and Protection Fund 1 0.01 81392 0.98
Total 8498 100 8263700 100

• Distribution of Shareholding as on 31.03.2020

Sl. Category No. of Percentage Holding

Percentage
No. (Nominal Value in Rs.) Holders of Holders (Nos.)
1. 1-5000 7958 93.64 1120642 13.56
2. 5001-10000 306 3.60 254657 3.08
3. 10001-20000 112 1.31 166523 2.01
4. 20001-30000 39 0.45 95681 1.15
5. 30001-40000 15 0.17 51921 0.628
6. 40001- 50000 5 0.05 23400 0.283
7. 50001-100000 28 0.32 228831 2.76
8. 100001 And Above 35 0.41 6322045 76.50
Total 8498 100 8263700 100

REGISTRAR AND SHARE TRANSFER AGENT

M/s. Beetal Financial & Computer Services Private Limited is the Registrar and Transfer Agent of the
Company which manages the entire share registry work, both Physical and Electronic. Accordingly,
all documents, transfer deeds, Demat requests and other communications in relation thereto should
be sent to the address mentioned below:
Beetal Financial & Computer Services Private Limited
99, Madangir, behind LSC,
Near Dada Harsukhdas Mandir,
New Delhi 110062.
Phone Nos. 29961281-83.
E-mail Id:- [email protected]

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 TITAN BIOTECH LIMITED

PARTICULARS OF DIRECTORS WHO ARE SEEKING FOR THE APOINTMENT/REAPPOINTMENT

Name of Director Ms. Supriya Singla

DIN 03526583
Date of Appointment 01/10/2012
Post Graduate Diploma Management (PGDM) in
Educational Qualifications
International Business
Experience and Expertise in Expertise in Marketing and International Business having
specific Functional Area experience of over 3 years
Terms and Conditions of
Appointed as director liable to retire by rotation
appointment
Remuneration Last Drawn Not Applicable
Shareholding of Directors in our
54493
co. as on 31.03.2020
Relationship with other Mr. Suresh Chand Singla, Managing Director is Father of
directors and KMPs of the Ms. Supriya Singla. Mrs. Manju Singla, Director is Mother
Company of Ms. Supriya Singla, appointee Director.

No. of Meetings of Board Ms. Supriya Singla attended 10 meetings during the
attended during the year financial year 2019-2020.
Other Directorships NIL
Chairman/Member of the
Committees of Board of NIL
Directors of Indian Companies

SUBSIDIARY COMPANIES - MONITORING FRAMEWORK

The Company monitors performance of its subsidiary companies, inter-alia, by the following means:
• The Audit Committee reviews financial statements of the subsidiary companies, along with
investments made by them, on a quarterly basis.
• The Board of Directors reviews the Board meeting minutes and statements of all significant
transactions and arrangements, if any, of subsidiary companies.
The subsidiary namely M/s Peptech Biosciences Limited does qualify under Material Subsidiary of
Company.
DISCLOSURES
Disclosure on significant related party transactions
The Company has formulated a policy on dealing with and materiality of related party transactions.
All related party transactions are approved by the Audit Committee. Approval of Board of Directors
is taken, as needed, in accordance with the Companies Act, 2013 and the Listing Regulations. All
material related party transactions are approved by Shareholders. The Related Party Transactions
are shown separately in Notes to the accounts annexed to the Balance Sheet and Profit and Loss
41
 TITAN BIOTECH LIMITED

Account of Company. The Policy is disclosed on the website of the Company www.titanbiotechltd.
com.
Disclosures on Statutory Compliance
The Company has complied with the requirements of the Stock Exchange/SEBI as per existing
Rules and Regulations.
Vigil Mechanism & Whistle Blower Policy
The Company has established Vigil Mechanism and also Whistle Blower Policy. Any Employee
may approach the Audit Committee for disclosure of any suspected fraud or observations from
any wrongful activities in the company or factory. The Policies are disclosed on the website of the
company.
Material Subsidiaries
The Company has established policy of identification of Material Subsidiaries and it is adhering to
the same. The same is disclosed in the website of the company at www.titanbiotechltd.com.
Reconciliation of Share Capital Audit
A qualified Company Secretary carried out the share capital audit for reconciliation of admitted
equity share capital with NSDL and CDSL and the total issued and listed equity share capital.
Disclosure under Sexual Harrassment of Women at the workplace (Prevention, Prohibition
and Redressal) Act, 2013
At Titan Biotech Limited, all employees are equal irrespective of their Gender. There is no
discrimination between an individual on the basis of sex, colour, religion,etc. The Company has in
place Prevention of Sexual Harassment Policy in line with the applicable Act. The Committee on
Sexual Harassment has not received any complaint during the year 2019-2020.

No of Complaint filed No of Complaint disposed No of Complaints pending

during the Financial year of during the Financial year as on end of the Financial
year
Nil Nil Nil

Compliance Status of Mandatory Requirement

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27
and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.
Compliance Status of Non-Mandatory Requirement
The Company have not been adopted the requirement as specified in Part E of Schedule II of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Certificate from Company Secretary in Practice for No Disqualification from Directorship
Company receive a certificate state that none of the Directors on the Board of the Company have
been debarred or Disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority attached with this report.

42
 TITAN BIOTECH LIMITED

Fee paid to Statutory Auditors

As per schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the total fee paid to statutory Auditor Rs. 1,76,700 including Rs.
76700 in Titan Securities Limited.
Any Material Order or Strictures against the Company
The Company has not received any material order or strictures against it during the year 2019-2020
which affect the going concern or its future business operations.
Adoption of Policies
Company has adopted and complied with various policies as required under Company Law or SEBI
Regulations and placed the same on the website of the Company www.titanbiotechltd.com.
Compliance with Code of Business Conduct and Ethics
In accordance with Regulation 17(5)(a) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and Senior
Management Personnel of the Company have confirmed compliance with the Code of Business
Conduct and Ethics for the financial year ended 31st March, 2020.
Audit of Reconciliation of Share Capital
As stipulated by SEBI, a Practicing Company Secretary carries out the Audit of Reconciliation of
Share Capital on a quarterly basis to reconcile the total admitted capital with National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total
issued and paid up capital. The Audit report is submitted to the Stock Exchanges and is placed
before the Board at its meetings.
Agreement on compensation of profit sharing in connection with dealings in securities of
the Company
During the financial year under review, no employee including Key Managerial Personnel or Director
or Promoter of the Company had entered into any agreement, either for themselves or on behalf of
any other person, with any shareholder or any other third party with regard to compensation or profit
sharing in connection with dealings in securities of the Company
CERTIFICATION FOR CORPORATE GOVERNANCE
Mr. Amit Anand, Practising Company Secretaries, of the Company have verified the compliance of
the Corporate Governance by the Company. His certificate is annexed hereinafter.

For Titan Biotech Limited for Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla
Managing Director Managing Director
Date: 24.08.2020
Place: Delhi

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 TITAN BIOTECH LIMITED

CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members
Titan Biotech Limited
A-902A, RIICO Industrial Area, Phase-III,
Bhiwadi- 301019, Rajasthan

I have examined the Compliance of conditions of Corporate Governance by Titan Biotech Limited, for
the year ended31st March, 2020 as stipulated under Regulations 17 to 27 and clause (b) in the stipulated
in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
as referred to in Regulation 15(2) of the Listing Regulations for the period 1st April, 2019 to 31st March,
2020.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. My

examination was limited to procedures, and implementation thereof, adopted by the company for ensuring
compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.

In my opinion, and to the best of my opinion and according to the explanation given to me, I certify
that the company has complied with the conditions of Corporate Governance as stipulated in the SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015

I state that all investor, grievances were redressed within 30 days of lodgment of grievances and as on
31.03.2020 no investor Complaint is pending against the Company as per the records maintained by the
Stakeholders Relationship Committee.

I further state the compliance is neither an assurance as to future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Amit Anand,Practicing Company Secretary

Amit Anand
ACS: 13409
Place: Delhi COP No.17101
Date: 10/08/2020 UDIN: A013409B000566676

44
 TITAN BIOTECH LIMITED

CFO/CEO CERTIFICATION

To,
The Board of Directors of
Titan Biotech Limited.

We hereby certify to the Board that

1. We have reviewed financial statements and the cash flow statement of Titan Biotech Limited for the
year and that to the best of our knowledge and belief:
(a)
these statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading.
(b)
These statements together present a true and fair view of the listed entity’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the listed entity
during the year which are fraudulent, illegal or violative of the listed entity’s code of conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting
and we have evaluated the effectiveness of internal control systems of the listed entity pertaining to
financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in
the design or operation of such internal controls, if any, of which they are aware and the steps they
have taken or propose to take to rectify these deficiencies.
4. We have indicated to the auditors and the Audit Committee
(a) significant changes in internal control over financial reporting during the year
(b) significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements and
(c) instances of significant fraud of which they have become aware and the involvement therein, if
any, of the management or an employee having a significant role in the listed entity’s internal
control system over financial reporting.

for Titan Biotech Limited

Prem Shankar Gupta

Chief Financial Officer

Date: 30/06/2020
Place: New Delhi

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 TITAN BIOTECH LIMITED

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT

PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the
Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct
for its Non-Executive Directors and Independent Directors. These Codes are available on the Company’s
website.

I confirm that the Company has in respect of the year ended March 31, 2020, received from the Senior
Management Team of the Company and the Members of the Board a declaration of compliance with the
Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the Chief Financial Officer,Directors
and the Company Secretary as on March 31, 2020.

For Titan Biotech Limited for Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director

Date: 24/08/2020
Place: New Delhi

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 TITAN BIOTECH LIMITED

CERTIFICATE FOR NO DISQUALIFICATION FROM DIRECTORSHIP

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members
Titan Biotech Limited
A-902A, RIICO Industrial Area, Phase-III,
Bhiwadi- 301019, Rajasthan

I/We have examined the relevant registers, records, forms, returns and disclosures received from the
Directors of Titan Biotech Limited having CIN L74999RJ1992PLC013387 and having registered office
at A-902A, RIICO Industrial Area, Phase-III, Bhiwadi- 301019, Rajasthan (hereinafter referred to as
‘the Company’), produced before me/us by the Company for the purpose of issuing this Certificate,
in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors
Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations
furnished to me / us by the Company & its officers& its officers andconsidering the relaxations granted by
the Ministry ofCorporate Affairs and Securities and Exchange Boardof India warranted due to the spread
of the COVID-19pandemic,I hereby certify that none of the Directors on the Board of the Company as
stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from
being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. Name of Director DIN Date of appointment in Company

No.
1. Mr. Naresh Kumar Singla 00027448 18/02/1992
2. Mr. Suresh Chand Singla 00027706 18/02/1992
3. Mrs. Manju Singla 00027790 23/06/2001
4. Mr. Jai Parkash Bansal 01499470 07/03/2019
5. Mrs. Rekha Dalmia 08369528 20/03/2019
6. Ms. Supriya Singla 03526583 01/10/2012
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility
of the management of the Company. Our responsibility is to express an opinion on these based on our
verification. This certificate is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Amit Anand, Practicing Company Secretary

Amit Anand
ACS: 13409
Place: Delhi COP No.17101
Date: 10/08/2020 UDIN: A013409B000566698

47
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Regd. Office: A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan
CIN: L74999RJ1992PLC013387, Ph.: 011- 27355742, 27677960 27674615, Fax: +91-11-47619811,
Email: [email protected]

DIRECTORS REPORT
To,
The Members,

Your Directors have pleasure in presenting their 28th Annual Report and Audited Accounts of the Company
for the year ended 31st March, 2020.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

(Amt. Rupees in Lakhs)

Particulars Standalone Consolidated

Current Previous Current Previous

Year Year Year Year
2019-2020 2018-2019 2019-2020 2018-2019
Sales 6988.58 5889.17 7988.74 6559.45
Profit for the year before interest, 1127.45 806.98 1392.61 954.54
depreciation and tax
Less: Interest 190.09 203.69 233.58 228.99
Less: Depreciation 174.52 167.71 180.02 171.15
Profit/Loss before tax 762.84 435.58 979.01 554.40
Provision for Taxation 204.11 127.55 256.68 163.18
Profit/Loss after Tax 620.14 308.04 783.74 391.22
Surplus brought forward from 1462.43 1154.39 1512.71 1279.55
Previous Year
Profit available for Appropriations 2082.57 1462.43 2296.45 1670.78
Balance Carried to Balance Sheet 2082.57 1462.43 2296.45 1670.78

2. PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing of biotech products which
has resulted in a turnover of Rs. 6988.58 lakhs as compared to turnover of Rs. 5889.17 lakhs in the last
financial year and earned Net Profit before tax of Rs.762.84 lakhs as compared to Rs. 435.58 lakhs
during the last financial year. The Nature of business continues to be manufacturing and sale of biotech
products.

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 TITAN BIOTECH LIMITED

3. CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. These
financial statements comply in all material respects with Accounting Standards notified under Section
133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of
Subsidiary Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of
Companies Act, 2013 in prescribed form AOC-1 is appended as Annexure-1.

4. COVID-19

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing
governments to enforce lock-downs of all economic activity. For the Company, the focus immediately
shifted to ensuring the health and well-being of all employees and workers, and on minimizing disruption
to services for all our customers globally. We made work from home policy for employees. As of March
23, 2020, work from home was enabled to make employees to work remotely and securely. Our factories
was operative as per government guidelines provided for engaging workforce as per circumstances
depending upon availability of labour and within the limits prescribed by the Government.

5. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 12 (Twelve) times during 2019-2020. The details of the meetings attended
by each director is provided in the Corporate Governance Report attached to the directors’ report. The
Board met twelve during the year 2019-2020, on 08-04-2019, 23-04-2019,26-04-2019,29-05-2019, 18-
07-2019, 02-09-2019, 13-09-2019, 25-10-2019, 13-11-2019, 29-11-2019, 22-01-2020 and 12-02-2020.

No. of Board
Name of Director Status
Meeting attend during 2019-2020
Mr. Naresh Kr. Singla Managing Director 11
Mr. Suresh Chand Singla Managing Director 11
Mrs. Manju Singla Non-Executive Woman Director 12
Mr. Praveen Somani Non-Executive Independent 6
Mr. ParveshGoel Non Executive Independent 6
Mr. Raja Singla Non Executive Director 5
Ms. Supriya Singla Non Executive Director 10
Mr. Jai Parkash Bansal Non-Executive Independent 12
Mrs. Rekha Dalmia Non-Executive Independent 12

6. COMMITTEES OF THE BOARD OF DIRECTORS

• Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met seven
times during the year 2019-2020, on 29th May, 2019, 18th July 2019, 2nd September, 2019,
49
 TITAN BIOTECH LIMITED

13thSeptember, 2019, 13th November, 2019, 22nd January 2020 and 12th February, 2020. The
attendance of the Audit Committee Members was as under.

No. of Meeting(s)
Name Category
Attended
Mr. Jai Parkash Bansal Non-executive Chairman 7
Mr. Parvesh Goel Non executive, Independent 3
Mrs. Manju Singla Non executive 7
Mr. Praveen Somani Non-executive Independent 3
Mrs. Rekha Dalmia Non-Executive 7
Independent

The committee was reconstituted on 13th September 2019 after the resignation of Mr. Parvesh
Goel and Mr. Praveen Somani on 07th September 2019. The details of Reconstituted Audit
Committee is as under:

Name Category
Mr. Jai Parkash Bansal Non-executive Chairman
Mrs. Rekha Dalmia Non-Executive
Independent
Mrs. Manju Singla Non executive

The role of Audit Committee includes the following:

1. Oversight of the Company’s financial reporting process and disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board the appointment,,re-appointment, terms of appointment/
reappointment and, if required, the replacement or removal of the Statutory Auditor and the
fixation of audit fees/remuneration.
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory
Auditors.
4. Reviewing, with the Management, the Annual Financial Statements before submission to
the Board for approval, with particular reference to:
• Matters required to be included in the Director’s Responsibility Statement to be
included in the Board’s report in terms of Sub- Section (5) of Section 134 of the
Companies Act, 2013. Changes, if any, in accounting policies and practices and
reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgement by
the Management.

50
 TITAN BIOTECH LIMITED

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report.

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

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

7. Reviewing/Monitoring, with the Management, the statement of uses/application/end use

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

8. Reviewing/evaluating, with the Management, performance of Statutory and Internal

Auditors,internal financial controls, risk Management system and adequacy of the internal
control systems.

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

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

11. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board.

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

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

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

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

51
 TITAN BIOTECH LIMITED

16. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

17. Review and monitor the Auditor’s independence,performance and effectiveness of Audit
process.

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

19. Scrutiny of inter- corporate loans and investments.

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

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

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

• Statement of significant Related Party Transactions(as defined by the Audit Committee),

submitted by Management.

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

• Internal audit reports relating to internal control weaknesses.

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

• Statement of deviations:

The Committee comprises of two Independent Directors. The Management is responsible for the
Company’s internal financial controls and financial reporting process. The Independent Auditors are
responsible for performing an independent audit of the Company’s financial statements in accordance
with the Indian Accounting Standards (Ind AS) and for issuing a report thereon.

The Committee is responsible for overseeing the processes related to financial reporting and Information
dissemination.

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

52
 TITAN BIOTECH LIMITED

believes that the Company’s financial statements are presented in conformity with Ind AS in all material
aspects.

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

The Committee also approved the Capex proposals during the Financial Year 2019-2020. Complaints
received under Whistle-Blower Policy/ Vigil Mechanism were also monitored by the Committee. The
Committee affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had
been denied access to the Audit Committee.

The Committee has appointed M/s PGM & Associates. as Internal Auditors of the Company for the period
from 2019-2020 to 2020-2021 and discussed and approved their audit plan. and approved their scope
of work.

Remuneration of Statutory Auditors for FY 2019-2020 was also approved.

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

• Nomination & Remuneration Committee

The Nomination & Remuneration Committee met four times in the year 2019-2020 on 08.04.2019,
02.09.2019, 22.01.2020 and 12.02.2020 during the last year. The attendance of members of
Remuneration Committee was as under:-

NAME CATEGORY No. of Meeting(s Attended

Mr Jai Parkash Bansal Non-executive Chairman 4
Mr. Parvesh Goel Non-executive, Independent 2
Mr. Praveen Somani Non executive, Independent 2
Mrs. Manju Singla Non executive, Woman Director 4
Ms. Rekha Dalmia Non-executive, Independent 4

The committee was reconstituted on 13th September 2019 after the resignations of Mr. Parvesh
Goel and Mr. Praveen Somani on 07th September 2019. The details of Reconstituted Nomination
& Remuneration Committee is as under:

Name Category
Mr. Jai Parkash Bansal Non-executive Chairman

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 TITAN BIOTECH LIMITED

Mrs. Rekha Dalmia Non-Executive Independent

Mrs. Manju Singla Non executive
The roles and responsibilitiesof the Committee include the following:

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

2. Identifying persons who are qualified to become Directors and who may be appointed in
Senior Management in accordance with the criteria laid down, recommend to the Board their
appointment and removal.

3. Formulate the criteria for evaluation of Director’s and Board’s performance and to carry out the
evaluation of every Director’s performance.

4. Devising a policy on Board diversity.

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

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

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

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

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

performance benchmarks.

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

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

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

13. Suggesting to Board/ shareholders changes in the ESPS/ ESOS.

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 TITAN BIOTECH LIMITED

14. Deciding the terms and conditions of ESPS.

Stakeholder Relationship Committee

The Board had delegated the power to attend investor complaints to Stakeholders Relationship
Committee. The Stakeholders Relationship Committee met 13 times upto 31st March, 2020 i.e.
on 02nd May 2019, 18th May 2019, 14th June 2019, 03rd July 2019, 17th July 2019, 25th July 2019,
5th August 2019, 12th August 2019, 18th September 2019, 25th October 2019, 19th November 2019,
18th December 2019 and 22nd January 2020. The attendance of the Members of Stakeholders
Relationship Committee was as under:

Mr. Suresh Chand Singla Managing Director 13

Mr.Naresh Kumar Singla Managing Director 13
Mr. Jai Parkash Bansal Non-Executive Chairman 13

7. MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 30/03/2020. All the independent directors were
present in the meeting. The meeting was held through Video Conferencing and other audio video means.
8. STATE OF COMPANY AFFAIRS
The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods,
Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture
Media and Chemicals.
9. FUTURE PLANS
The Company plans to promote its products domestically as well as internationally in new markets
by participating in important exhibitions, conferences and seminars in and outside India and doing
aggressive marketing and advertisement to tap the market. The Company has modernized its existing
factory at A-902A, RIICO Industrial Area phase-III, Bhiwadi, Rajasthan.
10. FIXED DEPOSIT
During the period of under review, the Company has not accepted any deposits.
11. DIVIDEND

The Directors have recommended dividend of 10% on Equity Shares for the Financial Year 2019-2020.
The dividend will be paid only after approval of shareholders in the Annual General Meeting.
12. TRANSFER TO RESERVES

A Sum of Rs. 620.14 Lakhs was transferred to General Reserves out of the Profits for the Current year
and the Reserves and Surplus increased from Rs. 1462.43 Lakhs toRs. 2082.57 Lakhs.

55
 TITAN BIOTECH LIMITED

13. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

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

14. POLICIES ADOPTED BY COMPANY

The policies of the company are placed on the website of the company at: http://www.titanbiotechltd.com
in investors sub link.

15. MODERNISATION OF EXISTING FACTORY

The Company has already started modernization of its existing plant, Building at A-902A, RIICO
Industrial Area, Bhiwadi, Rajasthan for meeting international standards and quality improvement. With
improvement in Building and Modernisation of Existing Plant, Company will be able to cater the needs
of its customers in a better way and provide high quality products meeting international standards to its
domestic as well as overseas customers.

16. DIRECTORS

Ms. Supriya Singla shall retire in this Annual general meeting and being eligible offers herself for re-
appointment. The details of remuneration of directors may be referred to in the Corporate Governance
Report. Mr. Praveen Somani and Mr. Pravesh Goel has resigned from the Board at 7th September 2019.

All the independent directors namely Mr. Jai Parkash Bansal and Ms. Rekha Dalmia had furnished a
statement of declaration to be given by independent directors under sub section (6) of Section 149 of
Companies Act, 2013.

17. DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in preparation of annual accounts for the financial year ended 31st March, 2020 the applicable
accounting standards had been followed along with proper explanations relating to material
departures;
(2) That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit or loss of the
Company for the year under review.
(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets
of the Company and preventing and detecting fraud and other irregularities;
(4) That the directors had prepared the accounts for the financial year ended 31st March, 2020 on a
going concern basis.
56
 TITAN BIOTECH LIMITED

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

(6) 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.

18. AUDITORS

The Shareholders had re-appointed M/s Sunita Agrawal & Company as Statutory Auditor of the company
upto 31stAnnual General Meeting of the Company.

19. STATUTORY AUDITORS’ REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year
under report are self explanatory.

20. SECRETARIAL AUDITORS’ REMARK

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

21. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had foreign exchange inflows of Rs.1480.79 lakhs and
foreign exchange outflows of Rs. 1453.46 lakhs of foreign exchange.

22. LISTING OF SHARES

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

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

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

BSE Limited
Phiroze Jeejeebhoy Tower,
Dalal Street, Mumbai

There was no presentation to Institutional Investors & analyst during 2019-2020.

Plant Locations
• Works and Registered Office
A-902A, RIICO Industrial Area, Phase-III,
Bhiwadi, Rajasthan.
• E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

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 TITAN BIOTECH LIMITED

23. SHARE CAPITAL

There was no change in Share Capital of Company during the year, the Paid up share capital of
the company stands at Rs. 82,637,000/- and authorized share capita of the company stands at Rs.
100,000,000/-.
24. WOMAN DIRECTOR

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

25. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments occurred, which affect the financial position of the
Company, from the last financial year to end of the financial year of the Company to which the financial
statements relate and the date of the report. Stakeholders are advice to refer note standalone financial
statement for the year ended March, 31st 2020 as included in this annual report. For more clarity kindly
go through Notes of financial statement for the year ended March, 31st 2020.
26. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The
information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 2 in Form No. AOC-2 and the
same forms part of this report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE

Your directors confirm that no significant and/or material order(s) had been passed against the Company
during the financial year 2019-2020, which may adversely impact the status of ongoing concern and
operations in future.

28. DETAILS OF FRAUD REPORTED BY AUDITORS

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

29. SECRETARIAL AUDIT REPORT OF ITS MATERIAL UNLISTED SUBSIDIARIES

As per regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018 and Circular No.: CIR/CFD/CMD1/27/2019 dated 08/02/2019 Every listed entity and
its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex
with its annual report, a secretarial audit report, given by a company secretary in practice.

During the year Peptech Bioscience Limited become Material Unlisted Subsidiaries. A secretarial audit
58
 TITAN BIOTECH LIMITED

report of Peptech Bioscience Limited is a part of this report as an Annexure-7

30. CHANGE IN DIRECTORS ANDKEY MANAGERIAL PERSONNEL

There was a change in the composition of the Board of Directors and Key Managerial Personnel of the
company during the year 2019-2020:

• Mr. Raja Singla was resigned from the Board on 18/07/2019.

• Mr. Praveen Somani and PraveshGoel resigned from the Board on 07/09/2019.
31. CHANGE IN NATURE OF BUSINESS
There was no change in nature of business of company during the financial year ended 31st March,
2020.
32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013
Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been
disclosed appropriately under financial statements.
33. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES
During the year under review, the subsidiary of company namely Peptech Biosciences Limited took
registration for various products. The Subsidiary company generated revenue of Fifteen Crore Forty
Lacs and the company expect to perform better in the coming years. The information in prescribed form
of the performance and financial position of Peptech Biosciences Limited is attached as Annexure-1.
34. VIGIL MECHANISM

The Company has established policy for Vigil Mechanism and the same is placed on the website of the
company at www.titanbiotechltd.com.
35. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid
down Risk Management Policy to inform Board members about the risk assessment and minimization
procedures. The Board of Directors don’t foresee any elements of risk, which in its opinion, may threaten
the existence of the Company. The Company is aware of the risks associated with the business. Its
regularly analyses and takes corrective actions for managing / mitigating the same. The Company’s
Risk management framework ensures compliance with the provisions of Regulation 17(9) of the Listing
Regulation and has institutionalized the process for identifying, minimizing and mitigating risks which is
periodically reviewed.
36. CORPORATE SOCIAL RESPONSIBILITY

The provisions related to Corporate Social Responsibility were not applicable to the Company earlier.
Since, the net profits of the company have exceeded limit of Rs. 5 Crores during 2019-2020,hence the
Company has made Policy on Corporate Social Responsibility which is available on website of company
www.titanbiotechltd.com. The Company has also made committee for Corporate Social Responsibility
(CSR).
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 TITAN BIOTECH LIMITED

37. BOARD EVALUATION

The Board of Directors have carried out evaluation of its own performance, that of its committees
and individual directors pursuant to the provisions of the Act and corporate governance requirements
under SEBI Regulations. The Evaluation was done taking in view the inputs given by each director,
preparedness on issues to be discussed, meaningful and constructive contribution. In a separate meeting
of the independent directors, performance of non independent directors was evaluated. The Evaluation
of director’s performance was discussed at the Board Meeting.
38. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS
Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section
178(3) of Companies Act, 2013 has been disclosed in the website of the Company.
39. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in Management
discussion and Analysis Report.
40. DISCLOSURE REQUIREMENT
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon,
and the integrated Management Discussion and Analysis including the Business Responsibility Report
are attached, which forms part of this report. The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
41. SECRETARIAL STANDARDS
The Company has adopted Secretarial Standards issued by the Institute of Company Secretaries of
India.
42. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No complaint on sexual harassment was received by the Internal Committee of Company during the
financial year under review.
43. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the
annual return for FY 2020 is given in Annexure -3 in the prescribed Form No. MGT-9, which is a part of
this report. The same is available on the website of the company at www.titanbiotechltd.com.

44. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF

COMPANIES (APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
The disclosure of information is attached as Annexure to Directors Report as Annexure -4.

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 TITAN BIOTECH LIMITED

45. NOMINATION AND REMUNERATION POLICY

The nomination and remuneration policy of Titan Biotech Limited for director’s appointment and
remuneration is uploaded in the website www.titanbiotechltd.com
46. SECRETARIAL AUDIT REPORT
Secretarial Audit Report has been issued by Mr. Amit Anand, Practicing Company Secretary regarding
compliance of various laws is also annexed hereto as Annexure-5
47. ANNUAL SECRETARIAL COMPLIANCE REPORT
As per the recommendation from the Committee on Corporate Governance, constituted under
the Chairmanship of Shri Uday Kotak, in its report dated October 05, 2017,and Circular No.CIR/
CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report as per format prescribed
by the SEBI shall be submitted by the PCS on compliance of all applicable SEBI Regulations and
circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the
listed entity.
Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report as an Annexure-8.
48. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The disclosure of Conservation of Energy and Technology Absorption is attached as Annexure-6 and
forms part of the directors Report.

For Titan Biotech Limited for Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director

Date:24-08-2020
Place: Delhi

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 TITAN BIOTECH LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Global Economic Outlook

The global slowdown of the Calendar Year (‘CY’) 2019, caused by the US-China trade war, Brexit concerns and
region-specific crises in Asia and Africa, has been exacerbated by the novel coronavirus outbreak of early CY
2020. Protecting lives and allowing health care systems to cope with the Covid-19 pandemic has required isolation,
lockdowns and widespread closures of non-essential services, including the manufacturing of most goods. As a
result, the global economy is projected to contract sharply by around 3% in 2020, worse than it fared during the
Financial Year (‘FY’) 2008-09 financial crisis, as per the World Economic Outlook (‘WEO’) of April 2020 released by
the International Monetary Fund (‘IMF’).

The growth forecast is marked down by more than 6% relative to the October 2019 and January 2020 projections by
IMF – an extraordinary revision over such a short period of time. However, global growth is expected to rebound to
5.8% in CY 2021, well above the trend, reflecting the normalization of economic activity based on inherent strengths.
Growth in the Advanced Economies group, where several nations are experiencing widespread outbreaks and are
deploying containment measures, is projected at (6.1)% in CY 2020. The Advanced Economies group is forecast to
grow at 4.5% in CY 2021.

Growth in the United States (‘US’) is expected to drop from 2.3% in CY 2019 to (-5.9)% in CY 2020, before recovering
to 4.7% in CY 2021. In the first quarter of FY 2019-20, GDP growth could show a significant impact of Covid-19 due
to a complete shutdown of economic activities from March 2020. The United Kingdom (‘UK’) economic growth is
expected to slow sharply in CY 2020 amid disruption caused by the Covid-19. Growth is expected to be (6.5)% in
CY 2020 as against 1.4% in CY 2019. The figure is expected to rebound to 4% in CY 2021.

Most economies in the group are forecast to contract this year, including Japan (-5.2%), Germany (-7%), France
(-7.2%), Italy (-9.1%) and Spain (-8.0%).

The IMF said several economies in the region were forecast to grow at modest rates, including India (1.9%) and
Indonesia (0.5%), and others are forecast to experience large contractions (Thailand -6.7%).

Domestic Economic Outlook

The January 2020 growth forecast of FY 2020-21 for the Indian economy has slashed to 1.9% from 5.8%. This
comes at a time when the global economy has hit the worst recession since the Great Depression as a result of the
collapse in economic activity due to the coronavirus-induced lockdown. In its latest World Economic Outlook report,
the IMF projects a rebound in the growth of the Indian economy in CY 2021, at a rate of 7.4% and FY 2019-2020
growth at 4.2%, down from 4.8% as estimated in January 2020. India has been placed among the fastest-growing
emerging economies of the world. India is among the handful of countries which is projected to cling on to a positive
growth rate at 1.9% and this is the highest GDP growth rate among the G-20 economies, as estimated by the IMF.
GDP in India is expected to reach US$ 2,950 billion by the end of CY 2020, according to Trading Economics global
macro models and analysts’ expectations. In the long term, India’s GDP is projected to trend around US$ 3,100
billion in CY 2021 and US$ 3,200 billion in CY 2022. Merchandise exports and imports (in US$ terms) declined by
1.9% and 8.1%, respectively, in April 2019-January 2020. During April 2019-January 2020, merchandise trade deficit
was US$ 133.3 billion, lower as compared to US$ 163.3 billion in April 2018-January 2019.

The fixed investment rate (ratio of gross fixed capital formation to GDP) is estimated at 27.5% in FY 2019-20 against
29.0% in FY 2018-19. The growth in real fixed investment is estimated to decline at 0.6% in FY 2019-20 compared
to 9.8% in FY 2018-19(source https://www.ibef.org/ dated 28 April 2020).

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 TITAN BIOTECH LIMITED

Industry Structure & Development

The global biotechnology market is expected to reach USD 727.10 billion by 2025 according to a new report by
Grand View Research Inc. The emergence of certain key themes in the biotechnology market is expected todrive
growth in this industry to a lucrative extent.

These key themes include regenerative medicine and genetics in diagnostics. Presence of a plethora of companies
focusing on the development of regenerative therapies is anticipated to drive sector growth through to 2025.
Technological advancements pertaining to the penetration of artificial intelligence in this industry is expected to fuel
progress with potential avenues. The companies are engaged in unleashing machine learning in order to understand
individual cancer cases, while recommending clinical trials.
Opportunity and Threats
Stiff Competition both on domestic and International level poses some threat to the market share of company but
since the market is quite large, the same is easily absorbed. The Global Biotech Market is open and the opportunity
to tap the global market is immense. The Company has maintained its market share during 2019-2020 and is
regularly encashing on all opportunities. Your Company has maintained its quality standards and always working
towards improvements. New Technology Developments and New Product Developments do take place and updating
in terms of technology and quality is the need of the hour. Though Company does not expect any major threats yet
it is cautious in all its endeavors.
Segment wise or product wise performance
The Company has only one segment i.e. biological goods.
Outlook
The outlook of the Biotechnology sector is quite good in the last year and continues to be good presently also.
Biotech is among one of the sectors, which have highlighted the profile of the country in the last decade. At the
beginning of the decade itself, this industry began to take shape with the sprouting of dozens of start-up companies
as well as diversification of major pharmacy players by setting up biotech divisions to focus on this segment. With
the country offering great comparative advantages in terms of skills, knowledge, expertise, cost effectiveness, the
Outlook of the Industry looks very positive.
Risk and Concern
The major risk is frequent increase in price of few raw materials which can increase cost of product and can make
few products unprofitable unless the increase is passed on to the user which may at times be difficult due to stiff
competition. Further, delay in grant of approvals can result in delay in launching of key products in the market. In
addition significant competition in key products could also affect market share and profitability of the Company.
Internal Control System and their Adequacy
Titan Biotech Limited has well established internal control systems for operations of the Company. All the
departments of the company including the accounts & finance department has experienced and trained staff capable
of implementing and monitoring internal control systems. The internal control system of the Company is adequate
to safeguard the Company’s assets and to ensure that the transactions are properly recorded. Further, the internal
control system ensures that proper record are being kept and all statutory and other laws, rules and regulations are
being complied with.
Financial performance vis-à-vis operational performance
The performance of the Company from operation was better as compared to previous year turnover increasing from
Rs. 6490.80lakhs to Rs7943.79 Lakhs in consolidated figures whereas in standalone the turnover is 5824.04lakhs to
6947.63 lakhs. The profitability of the Company also improves with net profit increasing in consolidated figures from
Rs. 391.22 Lakhs to Rs. 783.74 lakhs whereas in standalone figures the 308.03 lakhs to 620.14 lakhs.

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 TITAN BIOTECH LIMITED

Material Development in Human Resources

There has not been any major development on the human resources front. The industrial relation continues to be
cordial during the year 2019-2020. The number of permanent employees on the rolls of Company as on 31stMarch,
2020 was 240.

Impact of Covid-19 pandemic on the Company’s operations

At Titan Biotech Ltd, an assessment of risks triggered due to COVID-19 pandemic was carried out and critical
levers to support enterprise resilience were identified. These included focus on overall people safety, transparent
communication, focus on continued critical operations such as procurement, production, sales and disposal of waste,
focus on compliance and governance, relooking at cash and liquidity management in the changing circumstances
and prioritization / rationalization of spends. Furthermore, remote working and cyber security, safe plant operations,
impact assessment on R&D, and availability of insurance coverage and contract liabilities were evaluated. Key
mitigation actions were put in place to support implementation of business continuity plans and continued safe
operations.

Significant key Financial Ratios

Particulars Financial Year Financial Year Change
2019-2020 2018-2019
Debtors Turnover 7.56 7.34 3.04 %
Inventory Turnover ^^ 2.75 2.87 (4.07)%
Interest Coverage Ratio 5.93 3.96 49.71 %
Current Ratio 2.31 2.26 2.16 %
Debt-equity Ratio 0.47 0.68 (30.93) %
Operating Profit Margin # 13.72% 10.98% 24.96 %
Net Profit Margin 8.93% 5.29% 68.76 %
Return on Net Worth 16.40% 9.73% 68.55 %
# Operating Margin is Defined as Profit Before Taxes and Interest
^^ Inventory Turnover defined of Raw Material

Acknowledgement

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

For Titan Biotech Limited for Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director

Date:24-08-2020
Place: Delhi

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 TITAN BIOTECH LIMITED

Annexure-1
Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of the Companies
(Accounts) Rules, 2014)

Statement containing salient features of the financial statement of Subsidiaries/Asscoiate

Companies/Joint Ventures

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with Amount in Rs.)

S.No. Particulars Details

1 Name of Subsidiary Peptech Biosciences Ltd
2 Reporting period for the Subsidiary concerned, if different from 1st April 2019 to 31st
the Holding Company’s reporting period March, 2020
3 Reporting currency and Exchange rate as on the last date of the NA
relevant Financial Year in the case of foreign subsidiaries
4 Share Capital 2,40,00,000
5 Reserve & surplus 2,61,65,650
6 Total assets 12,13,06,365
7 Total Liabilities 12,13,06,365
8 Investments 0
9 Turnover 15,40,40,209
10 Profit before taxation 2,16,17,016
11 Provision for taxation 51,56,997
12 Profit after taxation 1,64,60,019
13 Proposed Dividend 0
14 % of shareholding 53.11%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: NA

2. Names of subsidiaries which have been liquidated or sold during the year: NA

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 TITAN BIOTECH LIMITED

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures

SNo. Name of Associates NA NA

1 Latest Audited Balance Sheet Date NA NA

2 Shares of Associate held by the Company on the year NA NA
ending 31st March, 2020:
i. No.
ii. Amount of Investments
iii. Extent of Holding%

3 Description of how there is significant influence NA NA

4 Reason why the Associate is not consolidated NA NA
5 Net worth attributable to Shareholding as per latest audited NA NA
Balance Sheet
6 Profit / Loss for the year NA NA
i. Considered in Consolidation
ii. Not Considered in Consolidation

3. Names of associates or joint ventures which are yet to commence operations.: NA

4. Names of associates or joint ventures which have been liquidated or sold during the year.: NA

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

By Order of the Board

For Titan Biotech Limited

Naresh Kumar Singla Suresh Chand Singla Charanjit Singh Prem Shankar Gupta
Managing Director Managing Director Company Secretary CFO
DIN: 00027448 DIN: 00027706 ACS 12726

For Sunita Agrawal & Co. Place: Delhi

Chartered Accountants Date: 30/06/2020

Sunita Agrawal
F.C.A. Partner
M.No: 095196

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 TITAN BIOTECH LIMITED

Annexure-2
FORM NO. AOC. 2

Form for disclosure of particulars of contracts/arrangements entered into by the company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a) Name(s) of the related party and nature of relationship: NA
(b) Nature of contracts/arrangements/transactions: NA
(c) Duration of the contracts/arrangements/transactions: NA
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA
(e) Justification for entering into such contracts or arrangements or transactions:
(f) Date(s) of approval by the Board: NA
(g) Amount paid as advances, if any: NA
(h) Date on which the special resolution was passed in general meeting as required under first
proviso to section 188: NA

2. Details of material contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of relationship: NA
(b) Nature of Transaction: NA
(c) Duration of the Transaction: NA
(d) Salient terms of the transaction including the value, if any: NA
(e) Date(s) of approval by the Board, if any: NA
(f) Amount paid as advances, if any: NA

By Order of the Board

For Titan Biotech Limited

Naresh Kumar Singla Suresh Chand Singla

DIN: 00027448 DIN: 00027706
Address: H. No. 147, Deepali Address: TU-40, Pitampura
Enclave, Pitampura Delhi-110034 Delhi-110034

Place: Delhi
Date: 30/06/2020

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 TITAN BIOTECH LIMITED

ANNEXURE TO DIRECTORS REPORT ANNEXURE-3

Form No. MGT-9
(As on the financial year ended on 31st March, 2020)
Pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of Companies (Management and Administration Rules), 2014

I. Registration and Other Details

(i) CIN Number : L74999RJ1992PLC013387
(ii) Registration Date : 18/02/1992
(iii) Name of the Company : Titan Biotech Limited
(iv) Category / Sub Category of the Company : Public Company / Limited by Shares
(v) Address of the Registered Office and : A-902A, RIICO Industrial Area, Phase-III,
Contact Details Bhiwadi, Rajasthan
[email protected] , 011-49096502
website: www.titanbiotechltd.com
(vi) Whether Listed Company : Yes
(vii) Name, Address, Contact Details of
Registrar and Share Transfer Agent, if any : Beetal Financial & Computer Services Pvt. Ltd
Beetal House, Third Floor,
99, Madangir, behind LSC,
Near Dada Harsukhdas Mandir,
New Delhi 110062.
Ph: 011-29961281-83
Email:[email protected]
Website: www.beetalfinancial.com
II. Principal Business Activities of the Co.
All the business activities contributing 10% or more of the total turnover of the company shall be
stated:-

Sl. Name and Description of NIC code of the % of Total Turnover

No. Main Products/ Services product/Services of Company
1. Peptone 24235 46
2. Culture Media 24299 18
3. Chemicals 24231 34

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 TITAN BIOTECH LIMITED

III. Particulars of Holding, Subsidiary and Associate Companies

Sl. Name & Address of CIN % of Applicable
No. Company shares Section
held
1 Peptech Biosciences Limited U33110RJ2011PLC037007 53.12 2(87)
(Subsidiary Company)

IV. SHAREHOLDING PATTERN (Equity Share Capital Break Up as percentage of Total Equity)
i) Category wise shareholding
No. of Shares held at the beginning of the year1st April, 2019 No. of Shares held at the end of the year %
31st March, 2020 change
during
Category of Demat Physical Total % Demat Physical Total % t h e
Shareholder age age year

A. Promoters
1. Indian
a) Individuals / HUF 486519 0 486519 5.89 506603 0 506603 6.13 0.24%

b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corporates 3603286 0 3603286 43.60 3984921 0 3984921 48.22 4.62

e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub Total (A) (1) :- 4089805 0 4089805 49.49 4491524 0 4491524 54.35 4.86

2. Foreign - - - -
a) NRIs -Individuals - - - - - - - - -
b) Other –Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other…. - - - - - - - - -
Sub-Total (A) (2) :- 0 0 0 0 0 0 0 0 0
Total Promoter 4089805 0 4089805 49.49 4491524 0 4491524 54.35 4.86
Shareholding (A)=(A)
(1) + (A) (2)

B. Public Shareholding
1. Institutions
A) Mutual Funds - - - - - - - - -
B) Banks / FI - - - - - - - - -
C) Central Govt - - - - - - - - -
D) State Govt(s) - - - - - - - - -
E) Venture Capital Funds - - - - - - - - -
F) Insurance Companies - - - - - - - - -
G) FIIs - - - - - - - - -
H) Foreign Venture Capital - - - - - - - - -
Funds

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 TITAN BIOTECH LIMITED

I) Others (specify) - - - - - - - - -
Sub-total (B)(1):- - - - - - - - - -
2. Non institutions
a) (i) Bodies Corporate 2208675 26000 2234675 27.04 1409778 26000 1435778 17.37 -9.67
Indian
(ii) Bodies Corporate - - - - - - - - -
Overseas
b) Individuals
i) Individual 606656 1071667 1678323 20.31 862473 1052467 1914940 23.17 +2.86
shareholders holding
nominal share capital
upto Rs. 2 lakh
ii) Individual 98107 0 98107 1.19 238705 0 238705 2.89 +1.70
shareholders holding
nominal share capital in
excess of Rs 2 lakh
c) Others Non Resident 11610 0 11610 0.14 11544 0 11544 0.14 0
Indians
d) Other - Clearing 1155 0 1155 0.01 16294 0 16294 0.20 +0.19
Member
e) Other- Individual HUF 68633 0 68633 0.83 73523 0 73523 0.89 +0.06

f) IEPF 81392 0 81392 0.99 81392 0 81392 0.99 0

Total Public Shareholding 3076228 1097667 4173895 50.51 2693709 1078467 3772176 45.65 -4.86
(B)= (B)(1)+ (B)(2)
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
Grand Total (A+B+C) 7166033 1097667 8263700 100 7185233 1097667 8263700 100 -

ii) Shareholding of Promoters

Sl. Shareholder Name Shareholding at the beginning of year Shareholding at the end of year % change
No. in
shareholding
No. of % of % of shares No. of % of % of shares during the
Shares Shares pledged/ Shares Shares pledged/ year
Total of encumbered Total of encumbered
Company to total Company to total
shares shares

1 Titan Securities 2258831 27.33 0 2640466 31.95 0 4.62

Limited
2 Tanita Leasing & 784455 9.49 0 784455 9.49 0 0
Finance Limited
3 Connoisseur 560000 6.78 0 560000 6.78 0 0
Management
Services Private
Limited
4 Naresh Kumar Singla 34510 0.42 0 34510 0.42 0 0
5 Suresh Chand Singla 101969 1.23 0 101969 1.23 0 0
6 Manju Singla 71210 0.86 0 71210 0.86 0 0
7 Ravinder Gupta HUF 12427 0.15 0 12511 0.15 0 0

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 TITAN BIOTECH LIMITED

8 Madhu Singla 66510 0.80 0 66510 0.80 0 0

9 Raja Singla 51100 0.62 0 61100 0.74 0 0.12
10 Shivom Singla 35400 0.43 0 35400 0.43 0 0
11 Supriya Singla 54493 0.66 0 54493 0.66 0 0
12 Udit Singla 50000 0.61 0 50000 0.61 0 0
13 Ravinder Gupta 8900 0.11 0 8900 0.11 0 0
14 Naresh Kumar Singla 0 0 0 10000 0.12 0 0.12
HUF

iii) Change in Promoters Shareholding (please specify if there is no change)

Sl. Shareholding Cumulative
No at the beginning of the year Shareholding
during the year
No. of % of total Date Reason Increase/ No. of % of total
shares shares Decrease in shares shares of the
of the Shareholding company
company
1 TITAN SECURITIES LIMITED
At the beginning of the year 2258831 27.33 - - - 2258831 27.33
Date wise Increase / Decrease in 24-07-2019 Purchase 30900 2289731 27.71
Share Holding during the
25-07-2019 Purchase 25250 2314981 28.01
Year specifying the reasons for
increase / decrease 26-07-2019 Purchase 50000 2364981 28.62
(e.g. allotment / transfer /bonus/ 02-08-2019 Purchase 36601 2401582 29.06
sweat equity etc):
05-08-2019 Purchase 50000 2451582 29.67
06-08-2019 Purchase 57750 2509332 30.37
07-08-2019 Purchase 19450 2528782 30.6
08-08-2019 Purchase 14700 2543482 30.78
09-08-2019 Purchase 7000 2550482 30.86
13-08-2019 Purchase 26900 2577382 31.19
16-08-2019 Purchase 23000 2600382 31.47
19-08-2019 Purchase 9000 2609382 31.58
16-10-2019 Purchase 31084 2640466 31.95
At the End of the year 2640466 31.95 2640466 31.95
2 RAJA SINGLA
At the beginning of the year 51100 0.62 - - - 51100 0.62
25.6.2019 Purchase 10000 61100 0.74
At the End of the year 61100 0.74 - - - 61100 0.74
3 NARESH KUMAR SINGLA HUF
At the beginning of the year 0 0 - - - 0 0
11.06.2019 Purchase 10000 10000 0.12
At the End of the year 10000 0.12 10000 0.12

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 TITAN BIOTECH LIMITED

4 SUPRIYA SINGLA
At the beginning of the year 54493 0.66 54493 0.66

NO CHANGES
At the End of the year 54493 0.66 54493 0.66
5 MADHU GUPTA
At the beginning of the year 66510 0.8 66510 0.8
NO CHANGES
At the End of the year 66510 0.8 66510 0.8
6 MANJU SINGLA
At the beginning of the year 71210 0.86 71210 0.86
NO CHANGES
At the End of the year 71210 0.86 71210 0.86
7 NARESH KUMAR SINGLA
At the beginning of the year 34510 0.42 34510 0.42
NO CHANGES
At the End of the year 34510 0.42 34510 0.42
8 SHIVOM SINGLA
At the beginning of the year 35400 0.43 35400 0.43
NO CHANGES
At the End of the year 35400 0.43 35400 0.43
9 SURESH CHAND SINGLA
At the beginning of the year 101969 1.23 101969 1.23
NO CHANGES
At the End of the year 101969 1.23 101969 1.23
10 UDIT SINGLA
At the beginning of the year 50000 0.61 50000 0.61
NO CHANGES
At the End of the year 50000 0.61 50000 0.61
11 RAVINDER GUPTA (HUF)
At the beginning of the year 12427 0.15 12427 0.15
12.02.20 Purchase 84 12511 0.151
At the End of the year 12511 0.151 12511 0.151
12 RAVINDER GUPTA
At the beginning of the year 8900 0.1077 8900 0.1077
NO CHANGES
At the End of the year 8900 0.1077 8900 0.1077

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 TITAN BIOTECH LIMITED

13 CONNOISSEUR MANAGEMENT
SERVICES PRIVATE LTD
At the beginning of the year 560000 6.78 560000 6.78
NO CHANGES
At the End of the year 560000 6.78 560000 6.78
14 TANITA LEASING AND
FINANCE LTD
At the beginning of the year 784455 9.49 784455 9.49
NO CHANGES
At the End of the year 784455 9.49 784455 9.49

iv) Shareholding Pattern of Top 10 Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs):

Sl For Each of the Top 10 Shareholding at the beginning of Cumulative Shareholding during
No. Shareholders the year the year
Shareholding Shareholding C u m u l a t i v e Cumulative
No. of Shares % of Total Shares S h a r e h o l d i n g sharehold-
of Co. During the year ing during
No. of Shares the year
% of Shares

Kanta Agrawal
1 Shares at beginning of the year 0 0 0 0
Bought during the year 40951 0.49 40951 0.49
Sold during the year 0 0 0 0
At the end of the year 40951 0.49 40951 0.49

2 Priyadarshan Prabhakar Sir as

Shares at beginning of the year 0 0 0 0
Bought during the year 36077 0.44 36077 0.44
Sold during the year 0 0 0 0
At the end of the year 36077 0.44 36077 0.44

3 Manish Agrawal
Shares at beginning of the year 0 0 0 0
Bought during the year 34501 0.41 34501 0.41
Sold during the year 0 0 0 0
At the end of the year 34501 0.41 34501 0.41

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 TITAN BIOTECH LIMITED

4. Pavan Kumar Agrawal

Shares at beginning of the year 0 0 0 0
Bought during the year 34361 0.41 34361 0.41
Sold during the year 0 0 0
At the end of the year 34361 0 34361 0.41
0.41
5 Dr. Shekhar K B
Shares at beginning of the year 26608 0.32 26608 0.32
Bought during the year 0 0 0 0
Sold during the year 0 0 0 0
At the end of the year 26608 0.32 26608 0.32

6 Dilip Hundrajmal Udhani

Shares at beginning of the year 14116 0.17 14116 0.17
Bought during the year 8071 0.09 8071 0.09
Sold during the year 0 0 0 0
At the end of the year 22187 0.26 22187 0.26

7 Balkrishna Chaturbhuj Bhartia

Shares at beginning of the year 22100 0.26 22100 0.26
Bought during the year 0 0 0 0
Sold during the year 0 0 0 0
At the end of the year 22100 0.26 22100 0.26

8 Ketaki Priyadarshan Siras

Shares at beginning of the year 0 0 0 0
Bought during the year 21920 0.26 21920 0.26
Sold during the year 0 0 0 0
At the end of the year 21920 0.26 21920 0.26

9 Satya Prakash Mittal

Shares at beginning of the year 19211 0.23 19211 0.23
Bought during the year 0 0 0 0
Sold during the year 0 0 0 0
At the end of the year 19211 0.23 19211 0.23

10 P S Somani
Shares at beginning of the year 18319 0.22 18319 0.22
Bought during the year 0 0 0 0
Sold during the year 0 0 0 0
At the end of the year 18319 0.22 18319 0.22

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 TITAN BIOTECH LIMITED

v) Shareholding of Directors and Key Managerial Personnel

Sl Name of Directors/KMP Shareholding at the Cumulative Shareholding

No. beginning of the year during the year

No. of % of total No. of % of total

shares shares of shares shares of
the company the company
1 Naresh Kumar Singla
At the beginning of the year 34510 0.42 34510 0.42
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 513500 9.35 513500 9.35
2 Suresh Chand Singla
At the beginning of the year 101969 1.23 101969 1.23
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 101969 1.23 101969 1.23
3 Manju Singla
At the beginning of the year 71210 0.86 71210 0.86
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 71210 0.86 71210 0.86
4 Supriya Singla
At the beginning of the year 54493 0.659426 54493 0.659426
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 54493 0.659426 54493 0.659426

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 TITAN BIOTECH LIMITED

5 Jai Parkash Bansal

At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 0 0 0 0
6 Rekha Dalmia
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 0 0 0 0
7 Charanjit Singh
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 0 0 0 0
8 Prem Shankar Gupta
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for NO CHANGES
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 0 0 0 0
9 Raja Singla
At the beginning of the year 51100 0.62 51100 0.62
Date wise Increase / Decrease in
Share Holding during the
Year specifying the reasons for 10000 Shares Brought From Open Market on 25-06-2019
increase / decrease (e.g. allotment
/ transfer / bonus/ sweat equity
etc):
At the End of the year 61100 0.74 61100 0.74

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 TITAN BIOTECH LIMITED

V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Loans Deposits Total
Excluding Deposits Indebtedness
Indebtedness at the
beginning of the
financial year
i. Principal Amount 132,023,219.02 86,322,616.00 Nil 218,345,835.02
ii. Interest due but not Nil 1,665,998.00 1,665,998.00
Nil
paid
iii. Interest accrued but Nil
Nil Nil Nil
not due
Total (i+ii+iii) 132,023,219.02 87,988,614.00 - 220,011,833.02
Change in
Indebtedness during
the financial year
Addition 1,200,000.00 38,381,321.00 Nil 39,581,321.00
Reduction 13,367,439.81 40,138,521.00 Nil 53,505,960.81
Net Change (12,167,439.81) (1,757,200.00) - (13,924,639.81)
Indebtedness at the
end of the financial
year

i) Principal Amount 119,855,779.21 57,431,414.00 Nil 177,287,193.21

ii) Interest due but
not paid - 1,398,096.00 Nil 1,398,096.00
iii) Interest accrued
but not due - - Nil -
Total (i+ii+iii) 119,855,779.21 58,829,510.00 - 178,685,289.21

VI. Remuneration of Directors and Key Managerial Personnels

Sr. No. Particulars of Remuneration Name of MD Name of MD

Suresh Chand Singla Naresh Kumar Singla
1. Gross Salary
a) Salary as per provision contained 4800000 4800000
in section 17(1) of the Income Tax
Act, 1961
b) Value of perquisite u/s 17(2) of 0 0
the income tax act 1961
c) Profits in lieu of salary u/s 17(3) 0 0
of the income tax act, 1961
2 Stock Option 0 0
3 Sweat Equity 0 0
4 Commission 0 0

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 TITAN BIOTECH LIMITED

5 Others (contribution to PF and 0 0

superannuation)
Total A 4800000 4800000

B. Remuneration of other directors

Particulars of Chairman Independent Independent Independent Raja Supriya Manju

Remuneration Sachin Gupta Director Director Director Singla Singla Singla
Praveen Somani Hitesh Kohli Parvesh Goel

Fee for attend-ing 0 0 0 0 0 0 0

Board Meeting and
Committee Meeting

Commission 0 0 0 0 0 0 0

Total 0 0 0 0 0 0 0
Total Managerial Total Nil/- p.a
Remuneration (A+B)
Total Due to inadequacy of profits, the remuneration is paid pursuant to Schedule V of the Companies Act,
2013.

C. Remuneration of Key Managerial Personnel other than MD/Manager/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel Key Managerial Personnel
Mr. Charanjit Singh Mr. Prem Shankar Gupta

1 Salary as per section 17(1) of income Tax Act 1467824 1152228

2 Perquisites u/s 17 (2) of Income Tax Act 0 0
3 Profit in lieu of salary u/s 17(3) of Income Tax Act 0 0
4 Stock Option 0 0
5 Sweat Equity 0 0
6 Commission 0 0
7 Contribution to PF and superannuation 0 0

Total 1467824 1152228

VII. Penalties/Punishment/Compounding of Offences

No Penalty or Punishment has been imposed on company or directors or officer in default during
2019-20 neither any offences were compounded.

For and on behalf of the Board of Directors of
Titan Biotech Limited

Date: 24.08.2020 Suresh Chand Singla Naresh Kumar Singla

Place: New Delhi Managing Director Managing Director
DIN: 00027706 DIN: 00027448

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 TITAN BIOTECH LIMITED

ANNEXURE -4
ANNEXURE TO THE DIRECTORS REPORT

Statement of Disclosure of Information under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(i) Ratio of Remuneration of Each Director to the median remuneration of the employees of the company
for the Financial Year 2019-2020.
Particulars Ratio of Median Remuneration
Mr. Suresh Chand Singla, Managing Director 30.94:1
Mr. Naresh Kumar Singla, Managing Director 30.94:1
(ii) the percentage increase in remuneration of each director, Company Secretary and Chief Financial
Officer of the Company during the financial year 2019-2020.
Particulars % increase in remuneration in the financial year
Mr. Suresh Chand Singla, Managing Director 14%
Mr. Naresh Kumar Singla, Managing Director 14%
Mr. Prem Shankar Gupta, Chief Financial Officer 8%
Mr. Charanjit Singh, Company Secretary 9%
(iii) The percentage increase/decreased in the median remuneration of employees in Financial Year: 2%
(iv) The no. of permanent employees on the rolls of Company as on 31st March, 2020 was 240.
(v) Average Percentage increase/decreased in the salary of employees other than managerial personnel during
the financial year 2019-2020 was 18% .The Average increase in every year was an outcome of company’s
market competitiveness as against its peer group companies. In keeping with our reward policy and bench-
marking results,the increase this year reflects the market practice.
(vi) It is hereby affirmed that the remuneration paid during the year is as per remuneration policy of the company.
(vii) There was no employee who was in receipt of remuneration above limits provided in Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 or above remuneration paid to the
Managing Director or Whole Time Director of Company.

For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director
DIN: 00027706 DIN: 00027448

Date: 24-08-2020
Place: Delhi

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 TITAN BIOTECH LIMITED

ANNEXURE -5
From No. MR-3
Secretarial Audit Report
For the Financial Year Ended 31st March, 2020

[ Pursuant to section 204(1) of the companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]

To,
The Members,
Titan Biotech Limited
CIN: L74999RJ1992PLC013387
A-902A, RIICO Industrial Area, Phase-III,
Bhiwadi-301019, Rajasthan
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Titan Biotech Limited (hereinafter called “the company”). Secretarial Audit was con-
ducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliance
and expressing our opinion thereon.
Based on my verification of the Company’s books, papers, minutes books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officer and authorized represent-
atives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit
period covering the Financial Year ended 31st March, 2020, compiled with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minutes books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2020 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’) :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009.
d. The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014. Not
Applicable
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008. Not
Applicable.

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 TITAN BIOTECH LIMITED

f. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued.
Not Applicable
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. Not Applicable
h. The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998. Not Applicable
6. We have also examined Compliance with the other applicable laws:
a. Payment of Wages Act, 1936, and rules made there under,
b. The Minimum Wages Act, 1948, and rules made there under,
c. Employees’ Sate Insurance Act, 1948 and rules made there under,
d. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and rules made there under,
e. The Payment of Bonus Act, 1965 and rules made there under,
f. Payment of Gratuity Act, 1972 and rules made there under,
g. Factory Act, 1948,
h. Food Safety and Standard Act, 2006 and any other Acts,
i. The Legal Metrology Act, 2009
j. The Legal Metrology (Packaged Commodities) Rules, 2011
k. Applicable BIS Standard for various categories and production process.\
I have also examined compliance with the applicable clause that:
(i) Secretarial Standardsissued by The Institute of Company Secretaries of India and
(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied with
and documents filed with BSE Limited where shares of company are listed.
(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009.
(iv) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(v) Other Securities and Exchange Board of India Regulations, Guidelines, Rules etc which are applicable
to the Company.
During the period under review, the Company has complied with the provisions of the Companies Act, 2013,
Rules, Regulations, Guidelines, Standards, etc. mentioned above except some forms or information or
documents under the Companies Act and Rules or made thereunder have been filed late. The Company is one
of the leading The Company is one of the leading manufacturers & exporters of the biological products which
are used in the field of Pharmaceutical, Nutraceuticals, Food & Beverages, Biotechnology & Fermentation,
Cosmetic, Veterinary & animal Feed, Agriculture Industries and Microbiology Culture Media & Plant Tissue
Culture Media etc.
7. I have relied on the information and representation made by the Company and its Officers for Systems and
mechanism formed by the Company for Compliance under applicable Acts, Laws and Regulations to the
Company.

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 TITAN BIOTECH LIMITED

8. We further report that

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and independent Directors. The Changes in the constitution of Board of
Directors that took place during the period under review were carried out in compliance with provisions
of the Act.
(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation at
the Meeting.
(c) Majority decision is carried through while the dissenting members views are captured and recorded as
part of the minutes.
(d) I/We further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
(e) Company has complied with all the Compliance of Compliance of Companies Act, 2013, but there were
few instances of delay in filing of forms with the Ministry of Corporate Affairs which were regularized by
payment of late filing fee.
(f) Company has declared and paid dividend and necessary compliance of the Companies Act and Listing
Regulations has been completed.
(g) I further report that the Company has done all reporting to stock exchange in time and has published all
the required notices and results in newspaper in accordance with Listing Regulations.
9. I further report that during the audit period no specific events/ actions took place having a major bearing on the
Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
10. As informed, the Company has responded appropriately to notices received from various statutory/ regulatory
authorities including initiating actions for corrective measures, wherever found necessary.
11. We further report that during the audit period:
A) There was no change in Company Office Address.
B) The members of the Company at its Annual General Meeting held on 30th September, 2019 passed by
the following Resolutions -
(i) Adoption of Audited Annual Financial Statements and the Report of the Auditors and Directors
thereon for the year ended 31.03.2019;
(ii) Appointment of a Director in place of Mrs. Manju Singla, Director liable to retire by rotation;
(iii) Borrowing Money(ies) for the purpose of Business of the Company;
(iv) Authorization for Loans etc;
(v) Inter Corporate Loans and Investment;
(vi) Approval for Related Party Transactions to be entered into by the Company;
(vii) Regularization of Appointment of Mr. Jai Parkash Bansal as an Independent Non-Executive
Director;
(viii) Appointment of Mr. Raja Singla (Relative of Director) as Senior Vice President (Production),to an
office or place of profit;

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(ix) Appointment of Mr. Shivom Singla (Relative of Director) as Vice President (Bulk Division), to an
office or place of profit;
(x) Appointment of Mr. Udit Singla (Relative of Director) as Vice President (Media Division), to an office
or place of profit;
(xi) Regularization of Appointment of Mrs. Rekha Dalmia as an Independent Non-Executive Director;
(xii) To Approve payment of remuneration to Mr. Naresh Kumar Singla (DIN: 00027448) Managing
Director;
(xiii) To Approve payment of remuneration to Mr. Suresh Chand Singla (DIN: 00027706) Managing
Director;
Further, during the audit period, there were no instances of:
a) Public/Rights/Preferential Issue of Shares/Debentures/Sweat Equity Shares. Redemption of
Securities.
b) Merger/ Amalgamation/Reconstruction
c) Foreign Technical Collaborations

Date: 30.06.2020 Amit Anand

Practicing Company Secretary
ACS-13409
CP No.-17101
UDIN: A013409B000399212

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an inte-
gral part of this report

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 TITAN BIOTECH LIMITED

‘ANNEXURE A’

To,
The Members
Titan Biotech Limited
A-902 A, RIICO Industrial Area
Phase-III, Bhiwadi
Rajasthan-301019

Our Secretarial Audit Report of even date for the financial year 2019-20 is to be read along with this lette

Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper
systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that
the systems are adequate and operate effectively.
Auditors Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed
by the Company with respect to secretarial compliances.
3. I believe that audit evidence and information obtained from the Company’s management is adequate and
appropriate for me to provide a basis for my opinion.
4. Wherever required, I had obtained the management’s representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.
6. I have not verified the correctness and appropriateness of financial records and books of accounts of the
Company.

Amit Anand
Practicing Company Secretary
ACS-13409
CP No.-17101
UDIN: A013409B000399212
Date: 30.06.2020

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 TITAN BIOTECH LIMITED

ANNEXURE- 6
FORM-A

Disclosures of particulars with respect to Conservation of Energy.

1. CONSERVATION OF ENERGY
i. In Order to save power the Company continued to install LED Lights in place of Normal Lights.
ii. Installed energy efficient pumps in place existing traditional pumps.
2. IMPACT OF ABOVE MEASURES:
Implementation of Energy Conservation measures have resulted –
i. In reduction of energy cost and thereby production cost.
ii. In the increase of awareness in the employees.
3. Steps taken by the Company for utilizing alternate sources of energy:
The Company has taken adequate steps and have tried generation of electricity through Generator, Coal
and LDO.
Disclosures of particulars with respect to Conservation of Energy.

A. POWER AND FUEL CONSUMPTION

PARTICULAR CURRENT YEAR PREVIOUS YEAR
31.03.2020 31.03.2019
1. Electricity
a) Purchased
Unit 1,684,835 1,518,906
Total Amount (in Rs.) 15,451,855 13,800,854
Rate/ Unit (in Rs.) 9.17 9.09
b) Own Generation
Through Diesel Generator
Units 11,000 12,210
Units per Ltr. of Diesel 5.50 5.50
Cost/Unit (in Rs.)
12.27 13.27
c) Through steam turbine/ Generator Units
0 0
Units per Ltr.
0 0
Fuel oil/gas (in Ltrs.)
0 0
Cost/Unit (in Rs.)
2. Coal
Quantity (Tonnes) 2,349.46 2,410.73
Total Cost (in Rs.) 16,552,511.55 13,670,418.77
Average rate per ton (in Rs.) 7,045.20 5,670.67
3. Furnace Oil
Quantity (Kilo Ltrs.) 0 0
Total Cost (in Rs.) 0 0
Average Rate 0 0

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 TITAN BIOTECH LIMITED

4. LDO For Boiler/Thermic F Heater

HSD for Boiler (Amount) 1,214,933 1,458,409
No. of Hrs. TFH Run 600 666
Steam Generated
5 Other/ Internal Generation
Quantity 0 0
Total Cost 0 0
Rate/Unit 0 0

CONSUMPTION PER UNIT OF PRODUCTION

S. No. Units of Products Current Year Previous Year
1. Electricity Units/kg 9.17 9.09
2. LDO Units/kg - -
3. Coal NA 7.05 5.67
4. Others if any NA - -

B. TECHNOLOGY ABSORPTION
The efforts made by the company in Technology Absorption is as per Form- B

FORM- B

Disclosures of particulars with respect to Technology Absorption Research and Development (R&D)

1. Specific areas in which R & D carried out by the Company

Development activities of the Company are directed towards Energy conservation, Pollution Control, Quality
Improvement and Process Improvement in the Existing Manufacturing System.
2. Benefit Derived as a result of the above R & D:
I. The Company Has been able to produce quality Biological products confirming to international Standards.
II. Cost effectiveness and cost consciousness.
III. Improvement in specific consumption of energy.
IV. Environment protection measures have been given excellent results.

3. Future plans of action:

The Company has planned to cover the following areas under the R & D activities:-
I. To provide complete basic facilities in carrying out basic and applied results relating to Biotechnology Industry.
II. Such facilities will include product approach, analytical aspects of raw material used and intermediates
III. Product innovations, process development/ improvement through latest available worldwide technologies.
IV. Constant efforts towards cost effectiveness means of packaging acceptance in the world market.

4. Expenditure on R & D
Particular Current Year Previous Year
a) Capital - -
b) Recurring 460,581 346,153
c) Total 46,0581 346,153

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 TITAN BIOTECH LIMITED

d) Total R & D Expenditure 0.07 0.06

as a percentage of total
turnover

Technology Absorption, Adoption and Innovation:

(1) The Company is endeavoring to bring in latest technologies for introducing new molecules.
(2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product
development etc.
The Company has developed its own technology for achieving high yield in Biological Peptones and Extract
and Dehydrated Culture Media with special emphasis on process improvement.
(3) Imported technology (Imported during last 5 years reckoned from the beginning of financial year):The
Company has not imported any technology.

C. Foreign Exchange Earning and Outgo

(a) Activities relating to exports, Initiative taken to increase exports, development of new markets for
products and export plans: Company actively participate in various international exhibitions and
conferences. Company representative as authorized by Board or any agreement (formal or informal)
pay visit to foreign countries time to time for promotion purpose.
(b) Total Foreign Exchange Earned : Rs. 1,365.10
(c) Total Foreign Exchange Used : Rs. 1,385.92

For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director
DIN: 00027706 DIN: 00027448

Date: 24.08.2020
Place: Delhi

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 TITAN BIOTECH LIMITED

Annexure 7

Annexure - 7

From No. MR-3

Secretarial Audit Report
For the Financial Year Ended 31st March, 2020

[ Pursuant to section 204(1) of the companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014]

To,
The Members,
Peptech Biosciences Limited
CIN: U33110RJ2011PLC037007
G-1, 636, RIICO Industrial Area, Chopanki Bhiwadi
Alwar, 301019

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Peptech Biosciences Limited (hereinafter called “the company”). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compli-
ance and expressing our opinion thereon.
Based on my verification of the Company’s books, papers, minutes books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officer and authorized represent-
atives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit
period covering the Financial Year ended 31st March, 2020, compiled with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minutes books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2020 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; Not Applicable
3. The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’) :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regula-
tions, 2011; Not Applicable.
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Not
Applicable.
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula-

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 TITAN BIOTECH LIMITED

tions, 2009.Not Applicable.

d. The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014. Not
Applicable
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008. Not
Applicable
f. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued.
Not Applicable
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. Not
Applicable
h. The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998. Not Applicable
6. We have also examined Compliance with the other applicable laws:
a. Payment of Wages Act, 1936, and rules made there under,
b. The Minimum Wages Act, 1948, and rules made there under,
c. Employees’ Sate Insurance Act, 1948 and rules made there under,
d. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and rules made there under,
e. The Payment of Bonus Act, 1965 and rules made there under,
f. Payment of Gratuity Act, 1972 and rules made there under,
g. Factory Act, 1948,
h. Food Safety and Standard Act, 2006 and any other Acts,
i. The Legal Metrology Act, 2009
j. The Legal Metrology (Packaged Commodities) Rules, 2011
k. Applicable BIS Standard for various categories and production process.
I have also examined compliance with the applicable clause that:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
During the period under review, the Company has complied with the provisions of the Companies Act, 2013,
Rules, Regulations, Guidelines, Standards, etc. mentioned above. Peptech Biosciences Ltd (Titan Biotech
Ltd. Group) is a member of PMFAI facilitated pioneer organization that is focused in Manufacturing, Export-
ing and Supplying wide array of Bio Solution for crops & soils including various Agro Nutrients, EDTA/ Amino
Acid Chelated Minerals, Bio-Fertilizers, Silicon Fertilizers, Bio-Pesticides / Bio-Insecticides, Bio-Fungicides/
Bio-Bactericides, Bio-Nematicides, Organic Chemical – Fungicides, Bactericides, Insecticides, Plant Growth
Regulators, Pheromones (For Block & Trap), Animal Repellent Protectant, etc. State-of-art technology is being
achieved by Peptech Biosciences.
7. I have relied on the information and representation made by the Company and its Officers for Systems and
mechanism formed by the Company for Compliance under applicable Acts, Laws and Regulations to the Com-
pany.
8. We further report that
(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and independent Directors. The Changes in the constitution of Board of
Directors that took place during the period under review were carried out in compliance with provisions
of the Act.
(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

89
 TITAN BIOTECH LIMITED

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation at
the Meeting.
(c) Majority decision is carried through while the dissenting members views are captured and recorded as
part of the minutes.
(d) I/We further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
(e) Company has complied with all the Compliance of Companies Act, 2013.
9. I further report that during the audit period no specific events/ actions took place having a major bearing on the
Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
10. As informed, the Company has responded appropriately to notices received from various statutory/ regulatory
authorities including initiating actions for corrective measures, wherever found necessary.
11. We further report that during the audit period:
A) The members of the Company at its Annual General Meeting held on 27th September, 2019 passed by
the following Resolutions-
(i) Adoption of Balance Sheet as at 31st March, 2019 and the Profit & Loss Account for the period
ended on that date and the Report of the Board of Directors and Auditors thereon.
(ii) Appointment a Director in place of Mrs. Manju Singla, DIN No. 00027790, who retires by Rotation
and being eligible, offers herself for re-appointment.
(iii) Approval for Related Party Transactions
(iv) Authorization for Loans etc
(v) Inter Corporate Loans and Investment
(vi) Borrowing Money(ies) for the purpose of Business of the Company
(vii) Mortgage of Property of Company for borrowing funds and permission under Section 180 (1) (a)
of Companies Act, 2013.
(viii) Approve reappointment and payment of remuneration to Ms. Supriya Singla, (Relative of Director)
as Vice President (Brand Promotion)
(ix) Confirmation of Appointment of Mr. Jai Parkash Bansal DIN No. 01499470 as Non-Executive In-
dependent Director
B) Redressal of Share Transfer Request were addressed by Company on timely basis.
Further, during the audit period, there were no instances of:
a) Public/Rights/Preferential Issue of Shares/Debentures/Sweat Equity Shares to cancel the issue.
b) Redemption of Securities.
c) Merger/ Amalgamation/Reconstruction
d) Foreign Technical Collaborations
Amit Anand
Practicing Company Secretary
ACS-13409
CP No.-17101
Date: 30.06.2020 UDIN:A013409B000399234

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 TITAN BIOTECH LIMITED

Note:
This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part
of this report.

‘ANNEXURE A’

To,
The Members
Peptech Biosciences Limited
CIN: U33110RJ2011PLC037007
G-1, 636, RIICO Industrial Area, Chopanki Bhiwadi
Alwar, 301019

Our Secretarial Audit Report of even date for the financial year 2019-2020 is to be read along with this letter.
Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper sys-
tems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the
systems are adequate and operate effectively.
Auditors Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by
the Company with respect to secretarial compliances.
3. I believe that audit evidence and information obtained from the Company’s management is adequate and
appropriate for me to provide a basis for my opinion.
4. Wherever required, I had obtained the management’s representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.
6. I have not verified the correctness and appropriateness of financial records and books of accounts of the Com-
pany.

Amit Anand
Practicing Company Secretary

CS Amit Anand
ACS- 13409
CP No.- 17101
UDIN: A013409B000399234

Place: Delhi
Date: 30.06.2020

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 TITAN BIOTECH LIMITED

Annexure 8
Secretarial compliance report of
TITAN BIOTECH LIMITED
for the year ended 31st March, 2020

(Pursuant to SEBI vide its circular no. ClR/CFD/CMD1/27/2019 Dated 8th February, 2019)

I, Amit Anand, Practicing Company Secretary examined:

(a)all the documents and records made available to us and explanation provided by Titan Biotech Limited,

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,
for the year ended 31stMarch, 2020 in respect of compliance with the provisions of :
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines
issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars,
guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined,
include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the
company during the Audit Period)

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable
to the company during the Audit Period)
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable
to the company during the Audit Period)
(g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference
Shares) Regulations,2013; (Not applicable to the company during the Audit Period)
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
And circular/guidelines issued thereunder;
and based on the above examination, I hereby report that, during the Review Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued
thereunder, except in respect of matters specified below:-

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 TITAN BIOTECH LIMITED

Sr. No Compliance Requirement (Regulations Deviations Observations/ Remarks of the

/ circulars / guidelines including Practicing Company Secretary
specific clause)
None None None None

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/
guidelines issued thereunder insofar as it appears from my/our examination of those records.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries
either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through
various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. Action taken by Details of violation Details of action taken Observations/ remarks of
No. E.g. fines, warning letter, the Practicing Company
debarment, etc. Secretary, if any.
None None None None None

(d) The listed entity has taken the following actions to comply with the observations made in previous reports (2019-
2020):

Sr. Observations of the Observations made Actions taken by Comments of the

No. Practicing Company in the secretarial the listed entity, Practicing Company
Secretary in the compliance report for if any Secretary on the actions
previous reports the year ended… taken by the listed entity
(The years are to be
mentioned)
None None None None None
Note:There was no observations in the reports pertaining to the year ended 31st March,2020 and earlier.

Amit Anand
Date: 12/05/2020 Practicing Company Secretary
Place: Delhi ACS-13409
CP No.-17101
UDIN:A013409B000228184

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 TITAN BIOTECH LIMITED

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF TITAN BIOTECH LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of TITAN BIOTECH LIMITED (“the
Company”) which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid stan-
dalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the
Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended,(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Com-
pany as at March 31, 2020, and its profit including other comprehensive income, its cash flows and the changes in
equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Au-
diting (SAs) as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of
our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethi-
cal responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit
evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind
AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone Ind AS financial statements of the current period. These matters were addressed in the context of our
audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the
matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind
AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to our assessment of the risks of material misstatement of the
standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial
statements.

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 TITAN BIOTECH LIMITED

Key audit matters How our audit addressed the key audit matter

Accuracy and completeness of disclosure of related party transactions and compliance with the provisions of the
Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(‘SEBI (LODR) 2015’) ( as described in note 37 of the standalone Ind AS financial statements)

We identified the accuracy and completeness of Our procedures in relation to the disclosure of related
disclosure of related party transactions as set out in party transactions included:
respective notes to the standalone Ind AS financial
statements as a key audit matter due to:
 Obtaining an understanding of the Company’s
policies and procedures in respect of the capturing
 The significance of transactions with related parties of related party transactions and how management
during the year ended March 31, 2020. ensures all transactions and balances with related
parties have been disclosed in the standalone Ind
AS financial statements.
 Related party transactions are subject to the
compliance requirements under the Companies Act  Obtaining an understanding of the Company’s
2013 and SEBI (LODR) 2015. policies and procedures in respect of evaluating
approval process by the Board of Directors.
 Agreeing the amounts disclosed to underlying
documentation and reading relevant agreements,
on a sample basis, as part of our evaluation of the
disclosure.
 Assessing management evaluation of compliance
with the provisions of Section 177 and Section
188 of the Companies Act 2013 and SEBI (LODR)
2015.
 Evaluating the disclosures through reading of
statutory information, books and records and other
documents obtained during the course of our audit.
nformation Other than the Financial Statements and Auditor’s Report thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the standalone Ind AS financial statements and our
auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not ex-
press any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other
information, in doing so, consider whether such other information is materially inconsistent with the standalone fi-
nancial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to
the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive income, cash flows and changes in Equity of

95
 TITAN BIOTECH LIMITED

the Company in accordance with the Ind AS and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irreg-
ularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit con-
ducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

 Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstate-
ment resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, includ-
ing the disclosures, and whether the standalone Ind AS financial statements represent the underlying transac-
tions and events in a manner that achieves fair presentation.
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 TITAN BIOTECH LIMITED

Materiality is the magnitude of misstatements in the standalone Ind AS financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone Ind
AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone Ind AS financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and tim-
ing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical re-
quirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the standalone Ind AS financial statements of the current period and are, therefore,
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to out-
weigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government
of India in terms of Section 143(11) of the Companies Act 2013, and on the basis of such checks of the books
and records of the Company as we considered appropriate and according to the information and explanations
given to us during the course of audit, we give in the “Annexure A”, a statement on the matters specified in
paragraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash
Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the
relevant books of account;
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015, as amended;
e. On the basis of written representations received from the Directors as on March 31, 2020 taken on record
by the Board of Directors, none of the Directors is disqualified as on March 31, 2020 from being appointed
as a Director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company
with reference to these standalone Ind AS financial statements and the operating effectiveness of such
controls, refer to our separate Report in “Annexure B” to this report;
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the require-
ments of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the re-
muneration paid by the Company to its Directors during the year is in accordance with the provisions of
section 197 of the Act;
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
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 TITAN BIOTECH LIMITED

Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our informa-
tion and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact on its financial position in its
standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses;
iii. There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the
Company.

For Sunita Agrawal & Co.

Chartered Accountants
ICAI FRN-515225C

CA Sunita Agrawal
Partner
M.No.095196
UDIN-

Place: Delhi
Date: 30.06.2020

98
 TITAN BIOTECH LIMITED

Annexure “A” to the Independent Auditors’ Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our
Report of even date to the members of TITAN BIOTECH LIMITED (‘the Company’) on the Standalone Ind AS
Financial Statements for the year ended March 31, 2020:
1. Fixed Assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
b) The Company has a program of physical verification to cover all the items of Fixed Assets in a phased
manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its
assets. Pursuant to the program, certain fixed assets were physically verified by the management during
the year. According to the information and explanations given to us, no material discrepancies were no-
ticed on such verification.
c) According to the information and explanations given by the management, the title deeds of immovable
properties, included in property, plant and equipment are held in the name of the Company as at the bal-
ance sheet date.
2. The Management has conducted physical verification of inventory at reasonable intervals. In our opinion, the
frequency of verification is reasonable in relation to the size of the Company and nature of its business. No
material discrepancies were noticed on such physical verification.
3. During the year, the Company has not granted any loans, secured or unsecured to companies, firms, Limited
Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies
Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Com-
pany and hence not commented upon.
4. In our opinion and according to the information and explanations given to us, the Company has complied with
the provisions of Section 185 and 186 of the Act in respect of grant of loans, making investments and providing
guarantees and securities, as applicable.
5. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at
March 31, 2020 and therefore, the provisions of clause 3(v) of the Order are not applicable to the Company.
6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by
the Central Government for maintenance of cost records under Section 148(1) of the Act, related to the man-
ufacture of its products, and are of the opinion that prima facie, the specified accounts and records have been
made and maintained. We have not, however, made a detailed examination of the same.
7. Statutory Dues:
a. According to the information and explanations given to us and on the basis of the records examined by
us, the Company is generally regular in depositing undisputed statutory dues with the appropriate author-
ities to the extent applicable and further, there are no undisputed statutory dues which have remained
outstanding as at the last day of the financial year for a period of more than six months from the date they
become payable.
b. According to the records and information and explanations given to us, there are no dues of Income-tax,
Sales-tax, Service Tax, Custom Duty, Excise Duty, Value added tax or Goods and Service Tax outstanding
on account of any dispute.
8. In our opinion and according to the information and explanations given by the management, the Company has
not defaulted in repayment of loans or borrowing to any bank, Financial Institution or government or dues to
debenture holders.
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 TITAN BIOTECH LIMITED

9. According to the information and explanations given by the management, the Company has not raised any
money by way of initial public offer (IPO) or further public offer (including debt instruments) and hence not
commented upon. The Company has utilized the monies raised by way of term loans for the purposes for which
they were raised.
10. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone
Ind AS financial statements and according to the information and explanations given by the management, we
report that no fraud by the Company or no fraud on the Company by its officers and employees has been no-
ticed or reported during the year.
11. In our opinion and according to the information and explanations given to us, the Company has paid / provided
managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197
read with Schedule V to the Act.
12. The Company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order is not applicable
to the Company.
13. In our opinion and according to the information and explanations given to us, the Company is in compliance
with Section 177 and 188 of the Act wherever applicable, for all transactions with the related parties and the
details of related party transactions have been disclosed in the notes to the standalone financial statements, as
required by the applicable accounting standards.
14. During the year, the Company has not made any preferential allotment or private placement of shares or fully
or partly paid convertible debentures and hence reporting under clause 3(xiv) of the order is not applicable to
the Company.
15. In our opinion and according to the information and explanations given to us, the Company has not entered
into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of
section 192 of the Act are not applicable to the Company.
16. According to the information and explanations given to us, the Company is not required to be registered under
Section 45-1A of the Reserve Bank of India Act, 1934.

For Sunita Agrawal & Co.

Chartered Accountants
ICAI FRN-515225C

CA Sunita Agrawal
Partner
M.No.095196
UDIN-

Place: Delhi
Date: 30.06.2020

100
 TITAN BIOTECH LIMITED

Annexure “B” to the Independent Auditor’s Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section our
report to the Members of Titan Biotech Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Sec-
tion 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of TITAN BIOTECH LIMITED (“the Company”)
as of March 31, 2020 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company
for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibil-
ities include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial information, as required under the Companies
Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with
reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and
the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls and, both issued by ICAI. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial state-
ments were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial con-
trols system over financial reporting with reference to these standalone Ind AS financial statements and their operat-
ing effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting with reference to these standalone Ind AS financial statement,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effective-
ness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company’s internal financial control over financial reporting is a process designed to provide reasonable assur-
ance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasona-
ble detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
101
 TITAN BIOTECH LIMITED

accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of the Management and Directors of the Company; and (3) pro-
vide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all
material respects, an adequate internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2020, based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute
of Chartered Accountants of India.

For Sunita Agrawal & Co.

Chartered Accountants
ICAI FRN-515225C

CA Sunita Agrawal
Partner
M.No.095196
UDIN-

Place: Delhi
Date: 30.06.2020

102
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Standalone Balance Sheet as at 31st March, 2020
(Amt. in `.)
Particulars Note No. As at As at
31/03/2020 31/03/2019
I ASSETS
1. Non-Current Assets
a. Property, Plant and Equipment 2 25,13,80,158.85 25,80,99,489.50
b. Capital Work-in-Progress - -
c. Intangible assets 3 10,09,392.60 9,41,939.00
d. Financial Assets
(i) Investments 4 1,27,49,400.00 1,27,49,400.00
(ii) Other Financial Assets 5 57,61,800.55 56,40,020.31
Total Non-current assets 27,09,00,752.00 27,74,30,848.81
2. Current Assets
a. Inventories 6 24,14,02,736.55 19,96,00,467.72
b. Financial Assets
(i) Trade receivables 7 10,53,91,527.34 7,83,66,078.88
(ii) Cash and cash equivalents 8 1,70,09,903.69 1,58,79,591.85
(iii) Bank balances other than 9 2,46,185.40 16,12,804.80
(ii) above
c. Current Tax Assets (Net) 10 - -
d. Other Current Assets 11 1,70,34,485.95 2,52,66,614.53
Total Current assets 38,10,84,838.93 32,07,25,557.78
TOTAL ASSETS
65,19,85,590.93 59,81,56,406.59
II. EQUITY AND LIABILITIES
A Equity
a. Equity Share Capital 12 8,26,37,000.00 8,26,37,000.00
b. Other Equity 29,54,96,846.69 23,39,54,036.70
TOTAL EQUITY 37,81,33,846.69 31,65,91,036.70
B Liabilities
1. Non-Current Liabilities
a. Financial Liabilities
(i) Borrowings 13 8,47,81,775.04 12,01,60,404.49
b. Deferred tax liabilities (Net) 14 1,19,67,307.39 1,01,99,409.34
c. Provisions 15 1,23,90,884.00 95,88,953.00
Total Non-Current Liabilities 10,91,39,966.43 13,99,48,766.83

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 TITAN BIOTECH LIMITED

2. Current Liabilities
a. Financial Liabilities
(i) Borrowings 13 8,40,96,680.31 8,83,77,082.15
(ii) Trade payables 16 3,57,03,076.52 2,06,39,006.65
(iii) Other financial liabilities 17 2,83,13,936.18 2,46,92,206.08
b. Other current liabilities 18 1,27,01,099.47 71,09,388.50
c. Current Tax Liabilities (Net) 10 38,96,985.33 7,98,919.68
Total Current Liabilities 16,47,11,777.81 14,16,16,603.06
TOTAL EQUITY AND LIABILITIES 65,19,85,590.93 59,81,56,406.59

Notes to Accounts 1-43

The accompanying notes referred to above form an integral part of the standalone financial statements

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached

For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

[Sunita Agrawal] Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

104
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Standalone Statement of Profit and Loss for the year ended 31st March, 2020
(Amt. in `.)
Particulars Note No. As at As at
31/03/2020 31/03/2019
I. Revenue from Operations 19 69,47,63,660.95 58,24,04,202.28
II. Other Income 20 40,94,987.02 65,13,791.60
III. Total Revenues (I+II) 69,88,58,647.97 58,89,17,993.88
IV. EXPENSES
Cost of Material Consumed 21 36,74,27,100.57 34,49,55,263.26
Changes in inventories of finished goods, 22 (65,44,326.72) (3,88,33,145.01)
Stock-in-trade and work in progress
Employee Benefits Expenses 23 10,02,60,067.45 8,48,79,480.85
Finance Costs 24 1,90,09,204.63 2,03,69,756.78
Depreciation and Amortization Expense 25 1,74,51,917.68 1,67,71,347.00
Other Expenses 26 12,49,70,410.32 11,72,16,956.96
Total (IV) 62,25,74,373.93 54,53,59,659.84
V. Profit bef.Exceptional & Extraordinary 7,62,84,274.04 4,35,58,334.04
items and Tax (III-IV)
VI. Exceptional Items 61,40,625.00 -
VII Profit before Tax(V+VI) 8,24,24,899.04 4,35,58,334.04
VIII. Tax Expenses: 27
Current Tax 1,84,84,264.00 1,02,63,660.00
Deferred Tax (Net) 19,26,450.68 24,90,823.30
IX. Profit for the period (VII-VIII) 6,20,14,184.36 3,08,03,850.74
X. Other Comprehensive Income (Net of Tax)
Items that will not be reclassified to profit or loss - -
Re-measurement gain on defined benefit plans (4,71,374.37) 9,60,990.08
Items that will be reclassified to profit or loss - -
Income tax on the above item - -
Total Other Comprehensive Income (Net of Tax) (4,71,374.37) 9,60,990.08

105
 TITAN BIOTECH LIMITED

XI. Total Comprehensive Income for the period 6,15,42,809.99 3,17,64,840.82

(IX+X) (Comprising Profit (Loss) and other
Comprehensive Income for the period)
Earnings per Equity Share: 28
Basic 7.50 3.73
Diluted 7.50 3.73
Notes to Accounts
Notes to Accounts 1-43
The accompanying notes referred to above form an integral part of the standalone financial statements

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached

For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

106
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Standalone Cash Flow Statement for the year ended 31st March, 2020
(Amt. in `.)
Particulars Year ended Year ended
31/03/2020 31/03/2019
CASH FLOW FROM OPERATING ACTIVITIES
I. Profit before Tax 8,24,24,899.04 4,35,58,334.04
Adjustment for :
Finance Costs 1,90,09,204.63 2,03,69,756.78
Provisions 21,72,004.00 19,46,138.00
Depreciation and Amortization Expenses 1,74,51,917.68 1,67,71,347.00
Operating profit before working capital changes 12,10,58,025.35 8,26,45,575.82
Changes in working Capital:
Inventories (4,18,02,268.83) (2,76,80,644.76)
Trade and other Receivables (1,89,15,100.12) 15,33,833.05
Trade and other Payables 2,42,77,510.94 1,49,63,166.05
Cash generation from Operation 8,46,18,167.34 7,14,61,930.16
Payment of Direct Taxes (1,53,86,198.35) (94,64,740.32)
Net Cash generated/ (used) - Operating Activities 6,92,31,968.99 6,19,97,189.84
B. CASH FLOW FROM INVESTMENT ACTIVITIES
Purchase of Fixed Assets (incl.Capital WIP) (1,08,00,040.63) (4,08,82,142.18)
Proceeds/ Repayment of Loans to Body Corporate (Net) - -
Movement in Fixed Deposits with Banks 13,66,619.40 34,33,308.40
Net Cash Generated/ (Used) - Investing Activities (94,33,421.23) (3,74,48,833.78)
C. CASH FLOW FROM FINANCING ACTIVITIES
Repayment of Long-term Borrowings (3,53,78,629.45) (5,44,99,346.38)
Proceeds/(Repayment) of Short-term Borrowings (Net) (42,80,401.84) 1,73,60,993.29
Proceeds from Issue of Share Capital - 4,20,00,000.00

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 TITAN BIOTECH LIMITED

Finance Cost paid (1,90,09,204.63) (2,03,69,756.78)

Dividend paid (including Dividend Distribution Tax) - -
Net Cash Generated/ (Used) - Financing Activities (5,86,68,235.92) (1,55,08,109.87)
Net Increase/ (Decrease) in Cash and Cash Equivalents 11,30,311.84 90,40,246.19
Add : Opening Cash and Cash Equivalents 1,58,79,591.85 68,39,345.66
Closing Cash and Cash Equivalents (refer note-8) 1,70,09,903.69 1,58,79,591.85

Notes:
1. The Cash Flow Statements have been prepared under the indirect method as set out in Accounting Standard
(AS) on Statement of Cash Flow (Ind AS-7).
2. Figures in bracket represent outflows.
3. Previous year’s figures have been regrouped wherever considered necessary to conform to this year’s classi-
fication.

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached

For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

108
 TITAN BIOTECH LIMITED

DISCLOSURE IN ACCORDANCE WITH REGULATION 52(4) OF SECURITIES AND EXCHANGE

BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS,
2015.

A. credit rating and change in credit rating (if any): NA

B. asset cover available, in case of non-convertible debt securities: NA
C. debt-equity ratio:0.47:1
D. previous due date for the payment of interest/ dividend for non-convertible redeemable preference shares/
repayment of principal of non-convertible preference shares /non-convertible debt securities and whether
the same has been paid or not; and: NA
E. next due date for the payment of interest/ dividend of non-convertible preference shares /principal along
with the amount of interest/ dividend of non-convertible preference shares payable and the redemption
amount: NA
F. debt service coverage ratio:0.63
G. interest service coverage ratio:5.93
H. outstanding redeemable preference shares (quantity and value):NIL
I. capital redemption reserve/debenture redemption reserve:NIL
J. net worth: Rs. 378,133,846.69
K. net profit after tax: Rs. 62,014,184.36
L. earnings per share:7.50

For Titan Biotech Limited

Date: 30.06.2020 Charanjit Singh Prem Shankar Gupta

Place: Delhi (Company Secretary) (Chief Financial Officer)
M.No. 12726

109
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Standalone Statement of Changes in Equity for the year ended 31st March, 2020
A. Equity Share Capital No. of Shares (Amount in `.)
Balance as at April 01, 2018 7738700 7,73,87,000.00
Add/ (Less) : Changes in equity share capital during the year 525000 52,50,000.00
Balance as at March 31, 2019 8263700 8,26,37,000.00
Add/ (Less) : Changes in equity share capital during the year - -
Balance as at March 31, 2020 8263700 8,26,37,000.00
B. Other Equity
Reserves and Surplus Other Comprehensive income Total Other Equity

Particular Capital Securities Capital General Retained Items that will not be re-
Reserve Premium Redemp- Reserve Earnings classified to Profit or Loss
Reserve tion
Reserve
Remeasure- Equity
ment Gain / Instrument
(loss) of the through other
defined benefit comprehensive
plans (Net of income (Net of
taxes) taxes)
Balance as at April 01, 2018 - 5,00,00,000.00 - - 11,54,39,195.88 - - 16,54,39,195.88
Profit / (Loss) for the Year March 31, 2019 - - - 3,08,03,850.74 - - 3,08,03,850.74
Addition during the year - 3,67,50,000.00 - - - - - 3,67,50,000.00
Other comprehensive income (net of tax) for - - - - - 9,60,990.08 - 9,60,990.08
the year March 31, 2019
Dividend including Corporate Dividend Tax - - - - - - - -
Balance as at March 31, 2019 - 8,67,50,000.00 - - 14,62,43,046.62 9,60,990.08 - 23,39,54,036.70
Profit / (Loss) for the Year March 31, 2020 - - - - 6,20,14,184.36 - - 6,20,14,184.36
Addition during the year - - - - - - - -
Other comprehensive income (net of tax) for - - - - - (4,71,374.37) - (4,71,374.37)
the year March 31, 2020
Dividend including Corporate Dividend Tax - - - - - - - -
Balance as at March 31, 2020 - 8,67,50,000.00 - - 20,82,57,230.98 4,89,615.71 - 29,54,96,846.69

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020
110
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Notes to the Standalone Financial Statements for the year ended March 31, 2020
1. Company Overview, Basis of Preparation and Significant Accounting Policies
I Corporate Information
Titan Biotech Limited (“TBL” or “the Company”) is a public limited company incorporated in India on
18.02.1992 vide CIN-L74999RJ1992PLC013387 as a Non-govt Company limited by Shares and has its
registered office at A-902 A, RIICO Industrial Area, Phase-III, Bhiwadi (Rajasthan) -301019. The shares
of the Company are listed on National Stock Exchange. The Company is one of the leading manufacturer
and exporter of the Biological products which are used in the field of Pharmaceuticals, Nutraceutical,
Food & Beverages, Bio-technology & Fermentation, Cosmetic,Veterinary & Animal Feed etc. The Com-
pany has its manufacturing facilities at A-902 A, RIICO Industrial Area, Phase-III, Bhiwadi, Distt. Alwar,
Rajasthan-301019 India and at E-540, RIICO Industrial Area, Chopanki, Distt. Alwar, Rajasthan-301707
II Basis of Preparation
a) Statement of Compliance
Theses financial statements of the Company have been prepared in accordance with the recognition
and measurement principles laid down in the Indian Accounting Standard (‘Ind AS’) as per the Com-
panies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act,
2013 (‘the Act’) and the other relevant provisions of the Act to the extent applicable.
The financial statements up to year ended March 31, 2017 were prepared in accordance with the
Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with
Rule 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP) andother relevant provisions of the
Act.
b) Basis of measurement
The financial statements have been prepared on the historical cost convention on accrual basis
except for certain financial assets and liabilities which are measured at fair value at the end of each
reporting period. Historical cost is generally based on the fair value of the consideration given in
exchange of goods or services.
c ) Functional and Presentation currency
Items included in the financial statements of the Company are measured using the currency of the
primary economic environment in which the Company operates (“the functional currency”). The fi-
nancial statements are presented in Indian National Rupee (‘INR’), which is the Company’s function-
al and presentation currency. All amounts have been given in Rupees, unless otherwise indicated.
d) Current and Non-current classification
All Assets and Liabilities have been classified as current and non-current as per the Company’s nor-
mal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based
on the nature of the business of the Company and its business time cycle from inception of an order
and its completion on realization in cash and cash equivalents, the Company has ascertained the
operating cycle as 12 months for the purpose of current and non-current classification of assets and
liabilities.
e) Use of judgements and estimates
In preparing these financial statements, the Management has made judgements, estimates and
assumptions that affect the application of accounting policies and the reported amount of assets,
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liabilities, the disclosure of contingent liabilities and contingent assets as at the date of financial
statements, income and expenses during the period. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to estimates
are recognised prospectively in current and future periods.
f) Measurement of fair values
“A number of the Company’s accounting policies and disclosures require measurement of
fair values, for both financial and non- financial assets and liabilities. The Company has an es-
tablished control framework with respect to measurement of fair values. The directors are re-
sponsible for overseeing all significant fair value measurements, including Level 3 fair val-
ues. Directors regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in
the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
When measuring the fair value of an asset or liability, the Company uses observable market data as
far as possible. If the inputs used to measure the fair value of an asset or liability fall into different lev-
els of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same
level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the re-
porting period during which the changes have occurred.
III Significant Accounting Policy
The Company has consistently applied the following accounting policies to till periods presented in
the financial statements.
a) Property, Plant and Equipment
i) Recognition and measurement
Items of property, plant and equipment are measured at cost, less accumulated depreciation and
accumulated impairment losses, if any. Cost of an item of property, plant and equipment comprises
its purchase price, any directly attributable cost of bringing the item to its working condition for its
intended use and estimated cost of dismantling and removing the item and restoring the site on
which is located. Borrowing costs relating to acquisition of qualifying fixed assets, if material, are
also included in cost to the extent they relate to the period till such assets are ready to be put to use.
Capital work-in-progress includes cost of property , plant and equipment under installation / under
development as at the balance sheet date. Advances paid towards the acquisition of property, plant
and equipment outstanding at each balance date is classified as capital advances under other non-
current assets. An item of property, plant and equipment is derecognised when no future economic
benefit are expected to arise from the continued use of the assets or upon disposal. Any gain or loss
on disposal of an item of property, plant and equipment is recognised in profit or loss
ii) Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all its prop-
erty, plant and equipment recognised as at April 1, 2017 measured as per previous GAAP and use
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that carrying value as the deemed cost of the property, plant and equipment.
iii) Depreciation
Depreciation on property, plant and equipment is provided on the Straight Line Method based on the
useful life of assets as prescribed under Schedule II of the Companies Act, 2013. Depreciation on
additions to or on disposal of assets is calculated on pro-rata basis i.e.from (upto) the date on which
the property, plant and equipment is available for use (disposed off).
b) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other
than inventories and deferred tax assets) to determine whether there is any indication on impair-
ment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment
loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount.
Impairment losses are recognised in Statement of Profit and Loss.
c ) Inventories
Inventories are valued at lower of Cost and Net Realisable value. The cost of finished goods is
determined by taking material, labour and related factory overheads including depreciation. Cost
of material is determined on weighted average cost basis. Further the cost for Work-in-progress
includes material cost, stage wise direct cost and other related manufacturing overheads including
depreciation.Net realisable value is the estimated selling price in the ordinary course of business,
less estimated cost of completion and making the sale. Cost of raw materials, packing materials,
stores and spares are determined on weighted average basis. Obsolete, slow moving and defective
inventories are identified at the time of physical verification of inventories and where necessary, the
same are written off or provision is made for such inventories.
d ) Provisions, Contingent Liabilities and Contingent Assets
A provision is recognised if, as a result of a past event, the Company has a present legal or construc-
tive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits
will be required to settle the obligation. Contingent liability is disclosed after careful evaluation of
facts, uncertainties and possibility of reimbursement unless the possibility of an outflow of resource
embodying economic benefit is remote. Contingent liabilities are not recognised but are disclosed in
notes. Contingent assets are not disclosed in the financial statements unless an inflow of economic
benefit is probable.
e ) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is rec-
ognised when the significant risk and rewards of ownership have been transferred to the customer,
recovery of the consideration is probable, the associated costs and possible return of goods can be
estimated reliably, there is no continuing management involvement with the goods to the degree
usually associated with the ownership and the amount of revenue can be measured reliably regard-
less of when the payment is being made.
Export Incentive: Incentive on Export Income is recognised in books after due consideration of cer-
tainty of utilization / receipt of such incentives.
“Interest and Dividend Income: Interest income is recognized on a time proportion basis taking into
account the amount outstanding and the rate applicable. Dividend income is recognized when the
shareholders’ right to receive dividend is established.

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f ) Employee Benefits
Short Term Employee Benefits
Short-term employee benefits are expenses as the related service is provided. A liability is recog-
nised for the amount expected to be paid if the Company has a present legal or constructive obliga-
tion to pay this amount as a result of past service provided by the employee and the obligation can
be estimated reliably.
Post-Employment Benefits
Defined contribution plan
“A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contri-
butions to a statutory authority and will have no legal or constructive obligation to pay further amounts.
Retirement benefits in the form of Provident Fund and employee state insurance are a defined
contribution scheme and contributions paid/payable towards these funds are recognised as an ex-
pense in the statement of profit and loss during the period in which the employee renders the related
service. There are no other obligations other than the contribution payable to the respective trusts
Defined benefit plan
“The Company provides for gratuity which is a defined benefit plan the liabilities of which is deter-
mined based on valuation, as at the balance sheet date, made by the independent actuary using the
projected unit credit method. Re-measurement comprising of actuarial gains and losses, in respect
of gratuity are recognised in OCI (other comprehensive income), in the period in which they occur
Re-measurement recognised in OCI (other comprehensive income) are not reclassified to the State-
ment of Profit and Loss in Subsequent periods.
The classification of the company’s obligation into current and non-current is as per the acturial val-
uation report.
g ) Foreign Currency Transactions
Transactions in foreign currencies are translated into the Company’s functional currency at the ex-
change rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at the exchange rate at the reporting date.
Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency
are translated at the exchange rate at the date of the transaction. Exchange differences are recog-
nised in Statement of profit & loss. In accordance with Ind-AS 101 “First Time Adoption of Indian
Accounting Standards”, the Company has continued the policy of capitalisation of exchange differ-
ences on foreign currency loans taken before the transition date.
h ) Borrowing costs
Borrowing costs are interest and other costs (including exchange differences relating to foreign cur-
rency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred
in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or
construction of an asset which necessarily take a substantial period of time to get ready for their
intended use are capitalised as part of the cost of that assets. Other borrowing costs are recognised
as an expenses in the period in which they are incurred.
i ) Income Tax
Income Tax expense comprises current and deferred tax. It is recognised in profit or loss except to
the extent that it relates to items recognised directly in Other Comprehensive Income. Current tax
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comprises the expected tax payable or receivable on the taxable income or loss for the year after
taking credit of the benefits available under the Income Tax Act and any adjustment to the tax pay-
able or receivable in respect of previous years. It is measured using tax rates enacted or substan-
tively enacted at the reporting date. Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the corre-
sponding tax bases used for taxation purposes. Deferred tax assets include Minimum Alternative Tax
(MAT) paid in accordance with the tax laws, which gives rise to future economic benefits in the form
of adjustment of future income tax liability, is considered as an asset if there is probable evidence
that the Company will pay normal income tax in future. Accordingly MAT is recognised as deferred
tax asset in the Balance Sheet.
j ) Segment Reporting
The Company’s business activity falls within a single segment viz. Manufacturing and Sale of Bio-
logical Products. The segment has been identified by taking into account the nature of product, the
differing risks, the returns, the organisation structure and the internal reporting systems and the
manner in which operating results are reviewed by the Management.
k ) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with original
maturities of three months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value.
l ) Cash flow statement
Cash flow statements are prepared in accordance with “ Indirect Method” as explained in the Ac-
counting Standard on Statement of Cash Flows ( Ind AS-7). The cash flows from regular revenue
generating, financing and investing activity of the Company are segregated.
m ) Earning per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable
to Equity Shareholders by the weighted average number of equity shares outstanding during the
period. For the purpose of calculating diluted Earnings per share, the net profit or loss for the period
attributable to Equity Shareholders and the weighted average number of shares outstanding during
the period are adjusted for the effects of all dilutive potential equity shares.
n ) Investments in Subsidiaries
Investment in subsidiary Company is measured at cost less impairment as per Ind AS 27- Separate
Financial Statements. The Company reviews its carrying value of investments at cost or amortised
cost annually, or more frequently when there is indication for impairment. If the recoverable amount
is less than its carrying amount, the impairment loss is accounted for.
o) Intangible assets
i) Recognition and initial measurement
Intangible assets are stated at their cost of acquisition. Any trade discount and rebates are de-
ducted in arriving at the purchase price.
ii) Subsequent measurement (amortisation)
Intangible assets are amortized over their respective individual estimated useful life on Straight
Line Method basis commencing from the date, the asset is available to the company for its use.

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iii) Transition to Ind AS

On transition to Ind AS, the Company has elected to continue with the carrying value of all its
intangible assets recognised as at April 1, 2017 measured as per previous GAAP and use that
carrying value as the deemed cost of the intangible assets.
p) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity. Financial assets and financial liabilities are recognised
when the Company becomes a party to the contractual provisions of the instruments.
Financial asset and financial liabilities are initially measured at fair value. Transaction cost which are
directly attributable to the acquisition or issue of financial instruments (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair
value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction
cost directly attributable to the acquisition of financial assets financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss. Subsequently, financial instruments are
measured according to the category in which they are classified.
(i) Financial Assets
All purchases or sales of financial assets are recognised and derecognised on a trade date
basis. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation or convention in the market
place.
All recognised financial assets are subsequently measured in their entirely at either amortised
cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
“Classification of financial assets depends on the nature and purpose of the financial assets and
is determined at the time of initial recognition.“
“The Company classifies its financial assets in the following measurement categories:

 those to be measured subsequently at fair value (either through other comprehensive income,
or through profit or loss), and

 those measured at amortised cost “

The classification depends on the entity’s business model for managing the financial assets and
the contractual terms of the cash flows.
A financial asset that meets the following two conditions is measured at amortised cost unless
the asset is designated at fair value through profit or loss under the fair value option:“

 Business model test : the objective of the Company’s business model is to hold the financial
asset to collect the contractual cash flows.

 Cash flow characteristic test : the contractual term of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.“
“A financial asset that meets the following two conditions is measured at fair value through other
comprehensive income unless the asset is designated at fair value through profit or loss under
the fair value option:
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 Business model test : the financial asset is held within a business model whose objective is
achieved by both collecting cash flows and selling financial assets.

 Cash flow characteristic test : the contractual term of the financial asset gives rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.“
All other financial assets are measured at fair value through profit or loss.
Investments in equity instrument at fair value through other comprehensive income
(FVTOCI)
“On initial recognition, the Company can make an irrevocable election (on an instrument by
instrument basis) to present the subsequent changes in fair value in other comprehen-
sive income pertaining to investments in equity instrument. This election is not permitted
if the equity instrument is held for trading. These elected investments are initially measured
at fair value plus transaction costs. Subsequently, they are measured at fair value with gains
/ losses arising from changes in fair value recognised in other comprehensive income. This
cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.
The Company has an equity investment in an entity which is not held for trading. The Company
has elected to measure this investment at amortised cost. Dividend, if any, on this investments
is recognised in profit or loss.“
Equity investment in subsidiaries, associates and joint ventures
Investments representing equity interest in subsidiaries, associates and joint ventures are car-
ried at cost less any provision for impairment. Investments are reviewed for impairment if events
or changes in circumstances indicate that the carrying amount may not be recoverable.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that do not meet the amortised cost criteria or fair value through other compre-
hensive income criteria are measured at fair value through profit or loss. A financial asset that
meets the amortised cost criteria or fair value through other comprehensive income criteria may
be designated as at fair value through profit or loss upon initial recognition if such designation
eliminates or significantly reduces a measurement or recognition inconsistency that would arise
from measuring assets and liabilities or recognising the gains or losses on them on different
bases.
Income Recognition:
Interest income is recognised in the Statement of Profit and Loss using the effective interest
method. Dividend income is recognised in the Statement of Profit and Loss when the right to
receive dividend is established.
Impairment
The Company assesses at each reporting date whether a financial asset (or a group of financial
assets) such as investments, trade receivables, advances and security deposits held at amor-
tised cost and financial assets that are measured at fair value through other comprehensive in-
come are tested for impairment based on evidence or information that is available without undue
cost or effort. Expected credit losses are assessed and loss allowances recognised if the credit
quality of the financial asset has deteriorated significantly since initial recognition.
Loss allowances for financial assets measured at amortised cost are deducted from the gross

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carrying amount of the assets.For debt securities at fair value through other comprehensive in-
come, the loss allowance is recognised in other comprehensive income and is not reduced from
the carrying amount of the financial asset in the balance sheet.
The gross carrying amount of a financial asset is written off (either partially or in full) to the
extent that there is no realistic prospect of recovery. This is generally the case when the Com-
pany determines that the trade receivable does not have assets or sources of income that could
generate sufficient cash flows to repay the amounts subject to the write-off. However, financial
assets that are written-off could still be subject to enforcement activities under the Company’s
recovery procedures, taking into account legal advice where appropriate. Any recoveries made
are recognised in standalone statement of profit and loss.
De-recognition of financial assets
“A financial asset is derecognised only when

 The Company has transferred the rights to receive cash flows from the financial asset or
 Retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.“
(ii) Financial liabilities and equity instruments
“Classification of debt or equity
Debt or equity instruments issued by the Company are classified as either financial liabil-
ities or as equity in accordance with the substance of the contractual arrangements and
the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an
entity after deducting all of its liabilities. Equity instruments issued by the Company are
recognised at the proceeds received, net of direct issue costs.
Financial liabilities
Borrowings, trade payables and other financial liabilities are initially recognised at the
value of the respective contractual obligations. They are subsequently measured at am-
ortised cost. Any discount or premium on redemption/ settlement is recognised in the
Statement of Profit and Loss as finance cost over the life of the liability using the effec-
tive interest method and adjusted to the liability figure disclosed in the Balance Sheet.
Financial liabilities are derecognised when the liability is extinguished, that is, when the
contractual obligation is discharged, cancelled and on expiry.“
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount is included in the Balance
Sheet where there is a legally enforceable right to offset the recognised amounts and
there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously.

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 2. Property Plant and Equipment (Amt. in `)

Gross carrying value Depreciation Net Carrying Value

Descreption As at Additions / Sales / As at As at Additions / Sales / As at As at As at
April 1, 2019 Adjustments Adjustments March 31, 2020 April 1, 2019 Adjustments Adjustments March 31, 2020 March 31, 2020 March 31, 2019

Leasehold Land 50,90,848.00 - - 50,90,848.00 - - - - 50,90,848.00 50,90,848.00

Site Development 20,92,906.90 - - 20,92,906.90 66,246.00 - - 66,246.00 20,26,660.90 20,26,660.90

Factory Building 12,79,12,370.80 - - 12,79,12,370.80 2,47,84,031.99 42,02,687.00 - 2,89,86,718.99 9,89,25,651.81 10,31,28,338.81

Plant and Equipment 17,41,93,650.00 49,79,582.01 1,20,600.00 17,90,52,632.01 3,52,24,312.16 1,08,07,300.26 2,554.00 4,60,29,058.42 13,30,23,573.59 13,89,69,337.84

Office Equipments 27,67,144.30 1,51,292.72 - 29,18,437.02 10,27,113.00 5,85,584.00 - 16,12,697.00 13,05,740.02 17,40,031.30

Furniture and Fixtures 81,72,805.60 1,18,054.90 - 82,90,860.50 42,66,493.00 8,41,944.78 - 51,08,437.78 31,82,422.72 39,06,312.60

Vehicles 1,25,64,858.29 55,05,410.00 - 1,80,70,268.29 93,26,898.24 9,18,108.24 - 1,02,45,006.48 78,25,261.81 32,37,960.05

Total 33,27,94,583.89 1,07,54,339.63 1,20,600.00 34,34,28,323.52 7,46,95,094.39 1,73,55,624.28 2,554.00 9,20,48,164.67 25,13,80,158.85 25,80,99,489.50

Previous Year 18,52,17,497.13 16,95,48,844.49 2,19,71,757.73 33,27,94,583.89 7,78,69,743.22 1,57,10,259.00 1,88,84,907.83 7,46,95,094.39 25,80,99,489.50 10,73,47,753.91

Capital Work in - - - - - - - - - -
Progress

Previous Year 13,27,90,700.81 - 13,27,90,700.81 - - - - - - -

TITAN BIOTECH LIMITED

(Amt. in `.)

3. INTANGIBLE ASSETS
Summary of cost and net carrying amount of each class of Intangible assets are given below:

Gross carrying value Depreciation Net Carrying Value

Descreption As at Additions / Sales / As at As at Additions / Sales / As at As at
As at
April 1, Adjustments” Adjustments” March April “ Adjust- Adjust March March March
1, 2019 31, 2020 1, 2019 ments ments 31, 2020” 31, 2020” 31, 2019
Computer Software 42,59,338.00 1,63,747.00 - 44,23,085.00 33,17,399.00 96,293.40 - 34,13,692.40 10,09,392.60 9,41,939.00
Total 42,59,338.00 1,63,747.00 - 44,23,085.00 33,17,399.00 96,293.40 - 34,13,692.40 10,09,392.60 9,41,939.00
Previous Year 41,16,912.00 1,42,426.00 - 42,59,338.00 22,56,311.00 10,61,088.00 - 33,17,399.00 9,41,939.00 18,60,601.00

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4 FINANCIAL ASSETS

NON CURRENT INVESTMENTS Face value As at 31/03/2020 As at 31/03/2019

Investments in Unquoted Equity per Unit No. of Share Value No. of Share Value
Instrument
Subsidiary
Peptech Bioscience Limited 10.00 12,74,940 1
,27,49,400.00 12,74,940 1,27,49,400.00
Total 1,27,49,400.00 1,27,49,400.00

5 OTHER FINANCIAL ASSETS

(Amt. in `)
Particulars As at As at
March 31,2020 March 31,2019
Security Deposits 56,79,564.27 54,08,229.27
Duties & Taxes Demand Dep.(Pending claims) 82,236.28 2,31,791.04
57,61,800.55 56,40,020.31

6 INVENTORIES (Amt. in `

Particulars As at As at
March 31,2020 March 31,2019
Raw Material 15,30,75,278.60 11,40,31,640.64
Finished Goods 7,81,75,481.81 7,16,31,155.09
Packing Material 88,36,897.22 1,28,32,233.91
Consumable Stores 13,15,078.92 11,05,438.08
24,14,02,736.55 19,96,00,467.72

7 TRADE RECEIVABLE (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Outstanding for a period exceeding
six months (from the due date)
Unsecured, Considered Good 12,04,400.05 17,78,104.00
Doubtful - 4,72,669.00
Outstanding for a period less than six months
Unsecured, Considered Good 10,41,87,127.29 7,61,15,305.88
10,53,91,527.34 7,83,66,078.88

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8 CASH AND CASH EQUIVALENTS (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Balance with Banks:
In Current Accounts 1,53,93,084.14 1,45,51,875.97
Cash on hand 16,16,819.55 13,27,715.88
1,70,09,903.69 1,58,79,591.85

9 OTHER BANK BALANCE (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Other Fixed Deposit with original Maturity 2,46,185.40 16,12,804.80
3 mouth
2,46,185.40 16,12,804.80

10 CURRENT TAX ASSETS (NET) (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Advance Income tax/TDS
Less:-Provision for Current Tax - -

CURRENT TAX LIABILITY (NET) (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Provision for Current Tax 1,84,84,264.00 1,02,63,660.00
Less:Advance Income tax/TDS (1,45,87,278.67) (94,64,740.32)
38,96,985.33 7,98,919.68

11 OTHER CURRENT ASSETS (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Advances to Suppliers 97,11,882.85 1,28,66,237.60
Prepaid Expenses 9,92,064.27 5,26,816.16
Other Miscellaneous Advances 15,03,613.79 6,22,437.14
Balance with Revenue Authorities 48,26,925.04 1,12,51,123.63
1,70,34,485.95 2,52,66,614.53

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12 EQUITY SHARES CAPITAL (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Authorized:
100,00,000 (Previous year ‘100,00,000 10,00,00,000.00 1
0,00,00,000.00
Equity Shares ) of `.10/-each.
10,00,00,000.00 10,00,00,000.00
Issued:

82,63,700 (Previous year 82,63,700) 8,26,37,000.00 8,26,37,000.00
Equity Shares of `.10/- each

8,26,37,000.00 8,26,37,000.00
Subscribed and Paid-up:

82,63,700 (Previous year 82,63,700) Equity 8,26,37,000.00 8,26,37,000.00
Shares of `.10/- each
8,26,37,000.00 8,26,37,000.00

(i) Reconciliation of Shares outstanding at the beginning and at the end of the reporting period

As at March 31,2020 As at March 31,2019

Numbers (Amt. in `.) Numbers (Amt. in `.)

Equity Shares outstanding at the 82,63,700 8,26,37,000.00 77,38,700.00 7,73,87,000.00

beginning of the year
Add: Equity Shares Issued during the year - - 5,25,000 52,50,000.00
Equity Shares outstanding at the 82,63,700 8,26,37,000.00 82,63,700.00 8,26,37,000.00
end of the year

(ii) Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given
below: (Amt. in `)

Name of Shareholder As at March 31,2020 As at March 31,2019

Numbers of Percentage Numbers of Percentage
Shares held of Holding Shares held of Holding
1. S.Udit Securities Ltd. - - 8,60,862 10.42%
2. Titan Securities Limited 26,40,466 31.95% 22,58,831 27.33%
3. Tanita Leasing & Finance Limited 7,84,455 9.49% 7,84,455 9.49%
4. A V B Shares Trading Pvt.Ltd. 12,28,716 14.87% 13,25,000 16.03%
5. Connoisseur Management Services P.Ltd, 5,60,000 6.78% 5,60,000 6.78%

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(iii) Rights, preferences and restrictions attached to shares

Equity shares
The Company has one class of equity shares having a par value of `. 10 each. Each shareholder is eligible
for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of
the Company after distribution of all preferential amounts, in proportion to their shareholding.

FINANCIAL LIABILITIES
13 BORROWINGS (Non Current) (Amt. in `)
Particulars As at As at
March 31,2020 March 31,2019
Loan From Bank (A)
Secured
Term Loan 2,38,52,262.21 3,21,71,790.49
Vehicle Loan 21,00,002.83 -
Sub Total (A) 2,59,52,265.04 3,21,71,790.49
Loan from Related Parties (B)
Unsecured 5,88,29,510.00 8,79,88,614.00
Loan and Advances from Others (‘C)

Unsecured - -
Total (A+B+C) 8,47,81,775.04 12,01,60,404.49
BORROWINGS (Current)
Loans repayable on demand
From Bank

Working Capital Loans (secured)
Cash Credit,Packing Credit and Bill Discounting Facilities 8,40,96,680.31 8,83,77,082.15
8,40,96,680.31 8,83,77,082.15

Note: (a) Terms of repayment of Borrowings:

(i) Cash Credit,Packing Credit and Bill Discounting Facilities lending from HDFC Bank repayable on demand and
bear interest of MCLR+0.75% P.A. with repayable amount as on 31.03.2020 is `. 8,40,96,680.31.
(ii) Term loan lending from HDFC Bank repayable on equal monthly instalment of `. 9,06,447 bear interest
of MCLR+0.75% P.A. with maturity date of 07-09-2023 having Outsanding amount as on 31.03.2020 is `.
3,21,71,790.49
(iii) Vehicle loan lending from HDFC Bank repayable on equal monthly instalment of `. 37992.00 bear interest of
8.70% P.A. with maturity date of 05-12-2022 having principal amount as on 31.03.2020 is `. 1,111,483.41
and Kotak Bank on equal monthly instalment of `. 1,12,118.00 bear interest of 11.50% P.A. with maturity date
of 01.04.2022 having principal as on 31.03.2020 is `. 2475825.00

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Note (b) : Charge on secured borrowings is as given below:

1 Primary Security
(i) Cash Credit -> Hypothecation by way of First and Exclusive charge on all present and future stocks and
book debts for CC limit, FD for LC/BC.
(ii) Vehicle loan is hypothecation on specific car.
2 Collateral Security
(i) Industrial Property at Plot No.A-902A,Bhiwadi, RIICO Industrial Area,Phase - III, Rajasthan-301002 in
the name of M/s Titan Biotech Limited.
(ii) E-540, RIICO Industrial Area, Chopanki, Bhiwadi,Rajasthan-301002
Note (c) : above secured Loans (Other than Vehicle Loan) are personal guarantee of two directors.
The Company has not defaulted on any loans payable during the year.
14 DEFERRED TAX LIABILITIES (Net) (Amt. in `)
Particulars As at As at
March 31,2020 March 31,2019
Deferred Tax Liabilities
Less: Deferred Tax Assets 1,66,30,950.21 1,39,12,207.84
(46,63,642.82) (37,12,798.50
1,19,67,307.39 1,01,99,409.34

ii Movement in Deferred tax 2019-20 2018-19

liabilities/assets balances :-

Deferred tax liabilities/ (assets) in Opening Recognised/ Recognised Closing Opening Recognised/ Recognised/ Closing
relation to:- Balance reversed through in other Balance Balance reversed in Other Balance
Profit or Loss Comprehensive through Profit Comprehensive
Income or Loss income
Deferred tax Assets in relation to:-
Provision for Employees Benefits 31,19,819.93 5,84,587.85 - 37,04,407.78 25,61,578.80 5,58,241.13 - 31,19,819.93
Leave Encashment 5,92,978.57 3,66,256.47 9,59,235.04 - 5,92,978.57 - 5,92,978.57
Total Deferred Tax Assets 37,12,798.50 9,50,844.32 - 46,63,642.82 25,61,578.80 11,51,219.70 - 37,12,798.50
Deferred tax Liabilities in relation to:-
Depreciation and Amortization Expense 1,35,41,817.92 28,77,295.00 - 1,64,19,112.92 98,99,774.92 36,42,043.00 - 1,35,41,817.92
Re-measurement gain on defined 3,70,389.92 - (1,58,552.63) 2,11,837.29 - - 3,70,389.92 3,70,389.92
benefit plans

Total Deferred Tax Liabilities 1,39,12,207.84 28,77,295.00 (1,58,552.63) 1,66,30,950.21 98,99,774.92 36,42,043.00 3,70,389.92 1,39,12,207.84

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15 PROVISIONS (Amt. in `)
Particulars As at As at
March 31,2020 March 31,2019
Provision for Employees Benefits 1,23,90,884.00 95,88,953.00
Proposed Dividends (including - -
Dividend Distribution Tax)
1,23,90,884.00 95,88,953.00


16 TRADE PAYABLES (Amt. in `)
Particulars As at As at
March 31,2020 March 31,2019
Due to Micro and Small enterprises (Refer note-35) - -
Other Trade Payable 3,57,03,076.52 2,06,39,006.65
3,57,03,076.52 2,06,39,006.65


17 OTHER FINANCIAL LIABILITIES (Amt. in `)
Particulars As at As at
March 31,2020 March 31,2019
Statutory Dues & Expenses Payable 1,58,79,636.06 1,21,97,831.73
Creditors for exp. 26,27,466.26 44,20,027.97
Current Maturity of Long Term Borrowings 98,06,833.86 80,74,346.38
2,83,13,936.18 2,46,92,206.08

18 OTHER CURRENT LIABILITES (Amt. in `)

Particulars As at As at
March 31,2020 March 31,2019
Advance from customers 1,27,01,099.47 71,09,388.50
1,27,01,099.47 71,09,388.50

19 REVENUE FROM OPRERATIONS (Amt. in `)

Particulars 2019-2020 2018-2019
Domestic Sales 55,82,53,409.97 44,33,93,810.30
Export Sales 13,65,10,250.98 13,90,10,391.98
Net Revenue from Operations 69,47,63,660.95 5
8,24,04,202.28

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20 OTHER INCOME (Amt. in `)

Particulars 2019-2020 2018-2019

Foreign Exchange Fluctuation 33,53,985.13 60,12,904.02
Interest Of FDR 2,62,599.70 1,86,630.00
Short & Excess A/c 756.02 -
Other Interest(Electricity) - 1,96,702.00
Interest on Income tax refund 2,47,566.00 0
Other Income 2,30,080.17 1,17,555.58
40,94,987.02 65,13,791.60

21 COST OF MATERIAL CONSUMED (Amt. in `)

Particulars 2019-2020 2018-2019
Opening Balance 11,40,31,640.64 12,65,44,653.83
Add : Purchases 40,64,70,738.53 33,24,42,250.07
52,05,02,379.17 45,89,86,903.90
Less: Closing Stock 15,30,75,278.60 11,40,31,640.64
Cost of Material Consumed 36,74,27,100.57 3
4,49,55,263.26

22 CHANGE IN INVENTORIES OF FINISED GOODS.WORK IN PROGRESS AND STOCK IN TRADE

(Amt. in `)
Particulars 2019-2020 2018-2019
Inventories at the beginning of the Financial year
Finished Goods 7,16,31,155.09 3,27,98,010.08
7,16,31,155.09 3,27,98,010.08
Inventories at the end of the Financial year
Finished Goods 7,81,75,481.81 7,16,31,155.09
7,81,75,481.81 7,16,31,155.09
(Increase)/ Decrease in Inventories (65,44,326.72) (3,88,33,145.01)

23 EMPLOYEE BENEFIT EXPENSES (Amt. in `)

Particulars 2019-2020 2018-2019
Salary & Wages 7,82,65,082.00 6,34,81,852.00
Leave Encashment 14,55,131.00 21,31,483.00
Contribution in ESI & PF 38,93,228.00 34,26,145.00
Bonus Exp. 26,05,251.00 27,88,620.00
Staff Welfare 21,18,817.45 26,44,762.85
Gratuity 23,22,558.00 20,06,618.00
Directors’ Remuneration 96,00,000.00 84,00,000.00
10,02,60,067.45 8,48,79,480.85

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24 FINANCE COST (Amt. in `)

Particulars 2019-2020 2018-2019
Bank and financial charges 13,15,665.80 15,37,389.13
Interest on Unsecured Loan 67,57,090.00 90,54,284.00
Interest on CC limits 73,13,703.00 58,37,337.00
Interest on term loan 32,71,333.82 38,44,382.05
Interest on car loan 3,51,412.01 96,364.60
1,90,09,204.63 2,03,69,756.78

25 DEPRICIATION AND AMORTISATION EXPENSES (Amt. in `)

Particulars 2019-2020 2018-2019
Depreciation and Amortization Expenses: 1,74,51,917.68 1,67,71,347.00
1,74,51,917.68 1,67,71,347.00

26 OTHER EXPENSES (Amt. in `)

Particulars 2019-2020 2018-2019
Manufacturing & Operating Overheads
Cartage & Freight Inward 1,38,84,558.78 1,84,26,591.76
Power & Fuel Exp. 3,40,68,791.98 3,10,17,138.61
Repair & Maintenance -Factory 44,97,510.13 27,07,792.16
Lab Exp. 4,60,581.44 3,46,153.23
Consumable Store 26,85,690.03 12,09,461.56
Packing Material 1,77,13,766.31 1,50,17,865.50
Processing Charges 32,95,768.00 17,20,176.30
7,66,06,666.67 7,04,45,179.12
Administrative Expenses
Auditors’ Remuneration - (a) 1,00,000.00 1,00,000.00
Building Repair & Maintance 9,57,906.00 5,02,989.20
Bad Debts Written off - 10,15,719.00
Courier & Postage Charges 5,43,248.85 1,22,624.98
Economic Charges 2,33,305.00 4,97,106.50
Electricity Exp. 12,12,196.95 11,43,611.55
Fee & Subscription 15,791.00 -
Fees & Taxes 9,31,592.58 34,64,846.12
General Repair & Maintenance 13,79,306.25 12,78,305.91
Internal Audit Fees 20,000.00 20,000.00
Insurance 3,51,081.01 3,19,796.56

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Particulars
2019-2020 2018-2019

Legal & Professional Charges 15,23,963.76 18,27,056.60

Loss in transit - 3,08,452.76
Misc.Exp. 11,77,545.16 13,35,334.18
Meeting Exp. 68,289.00 65,271.00
Office Maintenance Exp. 5,13,851.72 4,62,253.05
Rent 36,17,767.00 36,13,942.00
Printing & Stationery 9,32,166.24 4,57,883.68
Security Charges 4,21,698.00 4,16,732.00
Software Exp 3,04,151.00 3,66,061.00
Short & Excess A/c - 1,264.39
Telephone Exp. 7,80,367.72 8,66,077.25
Interest on Demand 1,07,677.00 4,53,401.00
Interest on TDS 1,350.00 147.00
Tender Exp. 3,956.74 20,125.78
Vehicle Running & Maintenance Exp. 14,48,322.80 12,49,717.90
Loss on Sale of PPE 60,446.00 6,50,943.00
1,67,05,979.78 2,05,59,662.41

Selling & Distribution Expenses

Advertisement Exp. 1,75,907.80 4,45,809.00
Business Promotion 1,22,55,807.11 76,17,931.04
Director’s Travelling 26,10,642.53 44,22,999.43
Travelling Exp. 86,30,051.93 91,28,997.48
Cartage & Freight Outward 60,70,887.70 38,48,084.54
Commission Paid 19,14,466.80 7,48,293.94
3,16,57,763.87 2,62,12,115.43
12,49,70,410.32 11,72,16,956.96
(a).
Details of Statutory Auditors’ Remuneration are
as follows:
Statutory & Tax Audit Fees 1,00,000.00 1,00,000.00
1,00,000.00 1,00,000.00

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27 INCOME TAX EXPENSES (Amt. in `)

Particulars 2019-2020 2018-2019

Current Tax expense 1,84,84,264.00 1,02,63,660.00
Deferred Tax expense 19,26,450.68 24,90,823.30
2,04,10,714.68 1,27,54,483.30

The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense report-
ed in statement of profit and loss is as follows:
(Amt. in `)
Particulars 2019-2020 2018-2019
Profit before income taxes 7,62,84,274.04 4,35,58,334.04
Indian statutory income tax rate 25.17% 27.82%
Expected income tax expense 1,92,00,751.78 1,21,17,928.53

Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:

Tax impact of expenses which will never be allowed 4,36,837.94 9,56,927.32

Others (net) 7,73,124.97 (3,20,372.55)
Total income tax expense 2,04,10,714.68 1,27,54,483.30

The tax rate used for the year 2019-20 and 2018-19 is the corporate tax rate of 25.17% (22% + surcharge @
10% and cess @ 4%) and 27.82% (25% + surcharge @ 7% and cess @ 4%) respectively payable on taxable
profits under the Income Tax Act, 1961.Significant components of net deferred tax assets and liabilities for
the year ended March 31, 2020 are given in Note 14.

28 EARNING PER SHARE (Amt. in `)

Particulars 2019-2020 2018-2019

Profit/ (Loss) for the period 6,20,14,184.36 3,08,03,850.74
Weighted average number of shares used in
the calculation of EPS:
Weighted average number of Basic Equity
Shares outstanding 82,63,700.00 82,63,700.00
Weighted average number of Diluted Equity
Shares outstanding 82,63,700.00 82,63,700.00
Face value of per share 10.00 10.00
Basic EPS 7.50 3.73
Diluted EPS 7.50 3.73

29 Discontinuing Operations
The Company has not discontinued any operation during the year under audit. Hence there are no detail
which need to be disclosed as required by Ind AS 105 .

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30 Disclosure required by Indian Accounting Standard (Ind AS) 19 on “Employee Benefits”:

Defined Benefit Plan-Gratuity
Table I: Assumptions (Amt. in `)

Assumption 31.03.2020 31.03.2019

Discount Rates 6.41% 7.43%
Rate of increase in Compensation levels 11.50% 11.50%
Rate of Return on Plan Assets NA NA
Expected Future Service 26.80 Years 26.59 Years

Table II: Service Cost (Amt. in `)

Particulars 31.03.2020 31.03.2019

Current Service Cost 16,10,099.00 12,26,337.00
“Past Service Cost (including curtailment Gains/Losses) - -
Gains or losses on Non Routine settlements - -
Total 16,10,099.00 12,26,337.00

Table III: Net Interest Cost (Amt. in `)

Particulars 31.03.2020 31.03.2019

Interest Cost on Defined Benefit Obligation 7,12,459.00 7,19,801.00
Interest Income on Plan Assets - -
Net Interest Cost (Income) 7,12,459.00 7,19,801.00

Table IV: Change in Present Value of Obligations (Unfunded) (Amt. in `)

Particulars 31.03.2020 31.03.2019

Opening of defined benefit obligations 95,88,953.00 91,69,435.00
Service cost 16,10,099.00 12,26,337.00
Interest Cost 7,12,459.00 7,19,801.00
Benefit Paid (1,50,554.00) (1,95,240.00)
Actuarial (Gain)/Loss on total liabilities: 6,29,927.00 (13,31,380.00)
- due to change in financial assumptions 6,08,612.00 3,258.00
- due to change in demographic assumptions - (17,15,085.00)
- due to experience variance 21,315.00 3,80,448.00
Closing of defined benefit obligation (Non-Funded) 1,23,90,884.00 95,88,953.00

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Table V: Other Comprehensive Income (Amt. in `)

Particulars 31.03.2020 31.03.2019

Opening amount recognized in OCI outside P&L account - -
Actuarial gain / (loss) on liabilities (6,29,927.00) 13,31,380.00
Actuarial gain / (loss) on assets - -
Closing amount recognized in OCI outside P&L account (6,29,927.00) 13,31,380.00

Table VI: The amount to be recognized in Balance Sheet Statement (Amt. in `)

Particulars 31.03.2020 31.03.2019
Present Value of Obligations 1,23,90,884.00 95,88,953.00
Fair value of plan assets - -
Net Obligations 1,23,90,884.00 95,88,953.00
Amount not recognized due to asset limit - -
Net defined benefit liability / (assets) recognized 1,23,90,884.00 95,88,953.00
in Balance Sheet (unfunded)

Table VII: Expense Recognized in Statement of Profit and Loss (Amt. in `)

Particulars 31.03.2020 31.03.2019
Service cost 16,10,099.00 12,26,337.00
Net Interest Cost 7,12,459.00 7,19,801.00
“Expenses Recognized in the statement of Profit & Loss“ 23,22,558.00 19,46,138.00

Table VIII: Change in Net Defined Obligations (Unfunded) (Amt. in `)

Particulars 31.03.2020 31.03.2019
Opening of Net defined benefit liability 95,88,953.00 91,69,435.00
“Service cost“ 16,10,099.00 12,26,337.00
Net Interest Cost 7,12,459.00 7,19,801.00
Re-measurements 6,29,927.00 (13,31,380.00)
Contribution paid to fund (1,50,554.00) (1,95,240.00)
Closing of Net defined benefit liability 1,23,90,884.00 95,88,953.00

Table IX: Reconciliation of Expense in Profit and Loss Statement (Amt. in `)

Particulars 31.03.2020 31.03.2019
Present Value of Obligation as at the end of the year 1,23,90,884.00 95,88,953.00
Present Value of Obligation as at the beginning of the year 95,88,953.00 91,69,435.00
Benefit Paid 1,50,554.00 1,95,240.00
Actual Return on Assets - -
OCI 6,29,927.00 (13,31,380.00)
Expenses Recognised in the Statement of Profit and Loss 23,22,558.00 19,46,138.00

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Table X: Reconciliation of Liability in Balance Sheet (Amt. in `)

Particulars 31.03.2020 31.03.2019

“Opening net defined benefit liability / (asset)“ 95,88,953.00 91,69,435.00
Expense charged to profit and loss account 23,22,558.00 19,46,138.00
Amount recognized outside profit & loss account - -
Employer Contributions (1,50,554.00) (1,95,240.00)
OCI 6,29,927.00 (13,31,380.00)
Closing net defined benefit liability / (asset) (Unfunded) 1,23,90,884.00 95,88,953.00

Table XI: Sensitivity Analysis (Amt. in `)

Following table shows the sensitivity results on liability due to change in the assumptions:
Item 31.03.2019 Impact (Absolute) Impact %
Base Liability 1,23,90,884.00 - -
Increase Discount Rate by 0.50% 1,20,84,644.00 (3,06,240.00) -2.47%
Decrease Discount Rate by 0.50% 1,27,13,485.00 3,22,601.00 2.60%
Increase Salary Inflation by 1.00% 1,29,54,981.00 5,64,097.00 4.55%
Decrease Salary Inflation by 1.00% 1,18,55,642.00 (5,35,242.00) -4.32%
Increase Salary Inflation by 5.00% 1,15,57,806.00 (8,33,078.00) -6.72%
Decrease Salary Inflation by 5.00% 1,36,38,007.00 12,47,123.00 10.06%
Note:
1 The base liability is calculated at discount rate of 6.41% per annum and salary inflation rate of 11.50% per
annum for all future years.
2
Liabilities are very sensitive to salary escalation rate, discount rate & withdrawal rate.
3
Liabilities are very less sensitive due to change in mortality assumptions. Hence, sensitivities due to change
in mortality are ignored.
(Amt. in `.)
Item 31.03.2019 Impact (Absolute) Impact %
Base Liability 95,88,953.00 - -
Increase Discount Rate by 0.50% 93,62,789.00 (2,26,164.00) -2.36%
Decrease Discount Rate by 0.50% 98,26,809.00 2,37,856.00 2.48%
Increase Salary Inflation by 1.00% 1,00,16,934.00 4,27,981.00 4.46%
Decrease Salary Inflation by 1.00% 91,83,879.00 (4,05,074.00) -4.22%
Increase Salary Inflation by 5.00% 90,57,712.00 (5,31,241.00) -5.54%
Decrease Salary Inflation by 5.00% 1,03,77,732.00 7,88,779.00 8.23%
Note:
1 The base liability is calculated at discount rate of 7.85% per annum and salary inflation rate of 12.00% per
annum for all future years.
2 Liabilities are very sensitive to salary escalation rate, discount rate & withdrawal rate.
3 Liabilities are very less sensitive due to change in mortality assumptions. Hence, sensitivities due to change
in mortality are ignored.
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Table XII: Maturity Profile of Defined Benefit Obligation (Valued on undiscounted basis)
(Amt. in `.)
Particulars 31.03.2020 31.03.2019

Year 1 15,08,966.00 12,89,571.00
Year 2 15,24,588.00 12,31,362.00
Year 3 15,17,011.00 11,94,500.00
Year 4 17,15,428.00 11,61,690.00
Year 5 13,00,834.00 13,01,710.00
After 5 Year 1,07,77,822.00 88,07,801.00
Total 1,83,44,649.00 1,49,86,634.00

31 Disclosures of Provisions required by Indian Accounting Standards (Ind AS) 37 on “Provisions, Con-
tingent Liabilities and Contingent Assets”:
In the opinion of the Management , there are no provisions for which disclosure is required during the financial
year 2019-20 as per Accounting Standard (AS) 29 on “Provisions, Contingent Liabilities and Contingent
Assets”.

32 Contingent Liabilities and Commitments

In the opinion of the Management , there are no contingent liabilities and capital commitments which needs
to be disclosed in the financial statements.
33 Gain or loss on foreign currency transaction and translation:
The Company has made a gain of `. 33,53,985.13 and `.60,12,904.02 on account of foreign currency trans-
actions during the financial year 2019-20 and 2018-19 respectively due to exchange price fluctuation.
34 Segment Reporting
A. Primary Segment Reporting (by Business Segment):
Based on the guiding principles given in Ind AS 108 - “Operating segments”, the Company is primarily
engaged in the business of Biological Products. As the Company’s business activity falls within a single
primary business segment, the disclosure requirements of Ind AS-108 in this regard are not applicable.
B. Secondary Segment Reporting (by Geographical demarcation):
(Amt. in `.)
Particulars 2019-2020 2018-2019
Revenue from Operation
Domestic 55,82,53,409.97 44,33,93,810.30
Overseas 13,65,10,250.98 13,90,10,391.98
Total 69,47,63,660.95 58,24,04,202.28

35 Information related to Micro, Small and Medium Enterprises : The Company has not received information
from vendors regarding their status under the Micro,Small and Medium Enterprises Development act, 2006
and hence, disclosures relating to amounts unpaid as at the year end together with interest paid / payable
under this Act has not been given.

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36 Disclosure under Regulation 34 (3) of Securities and Exchange Board of India (SEBI) (listing obliga-
tions and disclosure requirements) Regulations, 2015
Loans and advances (excluding advance towards equity) in the nature of loans and advances given to Sub-
sidiaries, Joint Ventures, Associates and Firms/Companies in which directors are interested:
(Amt. in `.)
Year ended 31/03/2020 Year ended 31/03/2019
Balance at Maximum Balance at Maximum
year end Outstanding year end Outstanding
Related Party:
(a) Titan Securities Limited 3,06,55,573.00 4,71,35,318.00 4,42,35,318.00 6,23,35,318.00
(b) Tanita Leasing & Finance Limited 1,66,54,987.00 2,14,48,570.00 2,10,24,000.00 2,15,77,538.00
(c) Connoisseur Management 83,95,372.00 1,42,29,296.00 1,42,29,296.00 2,17,31,797.00
Services Private Limited
(d) Tee Eer Securities & Financial - 20,00,000.00 20,00,000.00 21,22,055.00
Services Private Limited
(e) Titan Media Limited 31,23,578.00 65,00,000.00 65,00,000.00 66,69,881.00

37 Related Party Disclosures:

A. List of Related Parties:

i. Subsidiary
(a) Peptech Biosciences Limited
ii. Significant influence over, the entity;
(a) Titan Securities Limited
iii. Other related parties
(a) Tanita Leasing & Finance Limited
(b) Connoisseur Management Services Private Limited
(c) Tee Eer Securities & Financial Services Private Limited
(d) Titan Media Limited
(e) Phoenix Bio Sciences Private Ltd
(f) Stalwart Nutritions Private Ltd.
(g) Emprise Production Private Ltd.
iv. Key Managerial Personnel (KMP):
(a) Mr.Naresh Kumar Singla (Managing Director)
(b) Mr.Suresh Chand Singla (Managing Director)
(c) Mr.Charanjit Singh (Company Secretary)
(d) Mr.Prem Shankar Gupta (C.F.O)
v. Relatives of Key Managerial Personal:
(a) Udit Singla
(b) Shivom Singla
(c) Raja Singla
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B. Disclosure of transactions between the Company and Related Parties during the year in the ordinary
course of business and status of outstanding balances at year end:
(a). Details of significant transactions with Subsidiary, other related parties:
(Amt. in `.)

Particulars Relationship 2019-2020 2018-2019

Borrowings (Non-Current) (Net)
Titan securities limited Significant influence (1,35,79,745.00) (3,16,00,000.00)

over, the entity;

Tanita Leasing & Finance Limited Other related parties (43,69,013.00) 44,00,000.00
Connoisseur Management Services Other related parties (58,33,924.00) (42,25,000.00)
Private Limited
Tee Eer Securities & Financial Services Other related parties (20,00,000.00) 20,00,000.00
Private Limited
Titan Media Limited Other related parties (33,76,422.00) 65,00,000.00
(2,91,59,104.00) (2,29,25,000.00)
Finance Costs
Titan Securities Limited Significant influence 33,92,641.00 44,74,046.00
over, the entity;
Tanita Leasing & Finance Limited Other related parties 15,27,703.00 16,96,675.00
Connoisseur Management Services Other related parties 8,92,460.00 12,12,340.00
Private Limited
Tee Eer Securities & Financial Services Other related parties 43,396.00 1,80,000.00
Private Limited
Titan Media Limited Other related parties 2,55,945.00 1,52,728.00
61,12,145.00 77,15,789.00
Dividend Issued
Titan Securities Limited Significant influence - 15,25,373.25
over, the entity;
- 15,25,373.25
Revenue from Operations
Peptech Biosciences Ltd Subsidiary 5,44,24,247.60 3,33,90,831.00
Stalwart Nutritions Private Ltd. Other related parties 1,22,720.00
5,45,46,967.60 3,33,90,831.00
Expenditure
Emprise Production Private Ltd. Other related parties 3,00,000.00
Cost of Material Consumed
Peptech Biosciences Ltd Subsidiary 19,14,445.00 10,50,995.00
Phoenix Bio Sciences Private Ltd. Other related parties 4,75,46,900.00 1,90,71,800.00
4,94,61,345.00 2,01,22,795.00
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(b). Details of significant transactions with Key Managerial Personnel:

(Amt. in `.)
Particulars 2019-2020 2018-2019
Short-term employee benefits;
Directors’ Remuneration
Mr.Naresh Kumar Singla (Managing Director) KMP 48,00,000.00 42,00,000.00
Mr.Suresh Chand Singla (Managing Director) KMP 48,00,000.00 42,00,000.00
96,00,000.00 84,00,000.00
Leave Encashment
Mr.Prem Shankar Gupta (C.F.O) KMP 38,176.00 36,382.00
Mr.Charanjit Singh (Company Secretary) KMP 40,488.00 50,221.00
78,664.00 86,603.00
Bonus
Udit Singla Relative of KMP 1,54,938.00 62,475.00
Shivom Singla Relative of KMP 1,54,938.00 62,475.00
Raja Singla Relative of KMP - -
Mr.Prem Shankar Gupta (C.F.O) KMP 57,929.00 57,277.00
Mr.Charanjit Singh (Company Secretary) KMP 73,362.00 67,397.00
4,41,167.00 2,49,624.00
Salary & Wages
Udit Singla Relative of KMP 37,20,000.00 15,00,000.00
Shivom Singla Relative of KMP 37,20,000.00 15,00,000.00
Raja Singla Relative of KMP 23,40,000 -
Mr.Charanjit Singh (Company Secretary) KMP 14,67,824.00 13,48,481.00
Mr.Prem Shankar Gupta (C.F.O) KMP 11,52,228.00 10,63,493.00
1,24,00,052 54,11,974.00

(c). Details of significant balances with Associates, KMPs, other related parties:-
(Amt. in `.)
Particulars Relationship As at As at
31st March 2020 31st March 2019
Investments
Peptech Biosciences Limited Subsidiary 1,27,49,400.00 1,27,49,400.00
1,27,49,400.00 1,27,49,400.00
Borrowings (Non-Current)
Titan Securities limited Significant influence 3,06,55,573.00 4,42,35,318.00
over, the entity;
Tanita Leasing & Finance Limited Other related parties 1,66,54,987.00 2,10,24,000.00
Connoisseur Management Services Other related parties 83,95,372.00 1,42,29,296.00
Private Limited

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(Amt. in `.)
Particulars Relationship As at As at
31st March 2020 31st March 2019
Tee Eer Securities & Financial Other related parties - 20,00,000.00
Services Private Limited
Titan Media Limited Other related parties 31,23,578.00 65,00,000.00
5,88,29,510.00 8,79,88,614.00
Trade Receivables
Peptech Biosciences Ltd Subsidiary 35,99,321.00 15,40,568.55
Stalwart Nutritions Private Ltd. Other related parties 57,820.00 -
36,57,141.00 15,40,568.55
Trade Payable
Phoenix Bio Sciences Private Ltd Other related parties 1,37,11,680.00 38,38,254.00
1,37,11,680.00 38,38,254.00
Other Current Liabilities
Mr.Naresh Kumar Singla Key Managerial Personnel 3,04,530.00 2,53,250.00
(Managing Director)
Mr.Suresh Chand Singla Key Managerial Personnel 3,02,720.00 2,58,330.00
(Managing Director)
Udit Singla Relative of KMP 4,34,138.00 1,46,735.00
Shivom Singla Relative of KMP 4,62,528.00 1,60,675.00
Raja Singla Relative of KMP 1,72,140.00 -
Mr.Prem Shankar Gupta (C.F.O) Key Managerial Personnel 1,87,670.00 1,68,742.00
Mr.Charanjit Singh (Company Secretary) Key Managerial Personnel 2,18,872.00 2,09,300.00
20,82,598.00 11,97,032.00

The Company has been advised that the computation of net profit for the purpose of Director’s Remuneration
under section 197 of the Companies Act, 2013 need not be enumerated since no commission has been paid to
the Directors. The Company has paid fixed monthly remuneration to the Director as per Companies (Appoint-
ment & Remuneration of Managerial Personnel) Rules, 2014.
38 Financial instruments
(I) Financial instruments by category (Amt. in `.)
Particulars As at 31st March 2020 As at 31st March 2019
Carrying Value Fair Value Carrying Value Fair Value
Financial Assets
Measured at amortised cost
Trade Receivable 10,53,91,527.34 10,53,91,527.34 7,83,66,078.88 7,83,66,078.88
Cash and Cash Equivalents 1,70,09,903.69 1,70,09,903.69 1,58,79,591.85 1,58,79,591.85
Other Bank Balance 2,46,185.40 2,46,185.40 16,12,804.80 16,12,804.80
Other Financial Assets Non Current 57,61,800.55 57,61,800.55 56,40,020.31 56,40,020.31
Total Financial Assets 12,84,09,416.98 12,84,09,416.98 10,14,98,495.84 10,14,98,495.84

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(Amt. in `.)
Particulars As at 31st March 2020 As at 31st March 2019
Carrying Value Fair Value Carrying Value Fair Value
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 8,47,81,775.04 8,47,81,775.04 12,01,60,404.49 12,01,60,404.49
Borrowings-Current 8,40,96,680.31 8,40,96,680.31 8,83,77,082.15 8,83,77,082.15
Trade Payables 3,57,03,076.52 3,57,03,076.52 2,06,39,006.65 2,06,39,006.65
Other financial Liabilities 2,83,13,936.18 2,83,13,936.18 2,46,92,206.08 2,46,92,206.08
Total Financial liabilities 23,28,95,468.05 23,28,95,468.05 25,38,68,699.37 25,38,68,699.37

Investment in Associate is measured at cost and hence are not required to be disclosed as per Ind AS 107
“Financial Instruments Disclosures”. Hence, the same have been excluded from the above table.

(II) Fair value measurement

“The following table shows the levels within the hierarchy of financial assets measured at fair value on a
recurring basis at 31 March 2020 and 31 March 2019 : “
(Amt. in `.)
Particulars Fair values As at As at
hierarchy 31st March 31st March
(Level) 2020 2019
Financial Assets
Measured at amortised cost
Trade Receivable 3 10,53,91,527.34 7,83,66,078.88
Cash and Cash Equivalents
3 1,70,09,903.69 1,58,79,591.85
Other Bank Balance 3 2,46,185.40 16,12,804.80
Other Financial Assets Non Current 3 57,61,800.55 56,40,020.31
Total Financial Assets 12,84,09,416.98 10,14,98,495.84
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 3 8,47,81,775.04 12,01,60,404.49
Borrowings-Current 3 8,40,96,680.31 8,83,77,082.15
Trade Payables 3 3,57,03,076.52 2,06,39,006.65
Other financial Liabilities 3 2,83,13,936.18 2,46,92,206.08
Total Financial liabilities 23,28,95,468.05 25,38,68,699.37

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(III) Fair values hierarchy

“Fair value of the financial instruments is classified in various fair value hierarchies based on the following
three levels:“
Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.
“Level 2: Inputs other than quoted price included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).“
The fair value of financial instruments that are not traded in an active market is determined using market
approach and valuation techniques which maximise the use of observable market data and rely as little as
possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable,
the instrument is included in Level 2.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable in-
puts).
If one or more of the significant inputs is not based on observable market data, the fair value is determined
using generally accepted pricing models based on a discounted cash flow analysis, with the most significant
inputs being the discount rate that reflects the credit risk of counterparty
The fair value of trade receivables, trade payables and other current financial assets and liabilities is consid-
ered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are
non-current in nature, the same has been classified as Level 3 and fair value determined using discounted
cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value
is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as
the best estimate of fair value.
There has been no change in the valuation methodology for Level 3 inputs during the year. The Company
has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no
transfers between Level 1 and Level 2 during the year.
Financial Risk Management Objectives And Policies
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity
risk. The Company’s primary risk management focus is to minimize potential adverse effects of market risk
on its financial performance. The Company’s risk management assessment and policies and processes are
established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls,
and to monitor such risks and compliance with the same. Risk assessment and management policies and
processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The
Board of Directors and the Audit Committee is responsible for overseeing the Company’s risk assessment
and management policies and processes.
The Company’s financial risk management policy is set by the management. Market risk is the risk of loss
of future earnings, fair values or future cash flows that may result from a change in the price of a financial
instrument. The value of a financial instrument may change as a result of changes in the interest rates,
foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive
instruments. The Company manages market risk which evaluates and exercises independent control over
the entire process of market risk management. The management recommend risk management objectives
and policies, which are approved by Senior Management and the Audit Committee.
a) Credit risk
“Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Company’s receivables from custom-
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ers. Credit risk arises from cash held with banks as well as credit exposure to clients, including outstanding
accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial as-
sets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company
assesses the credit quality of the counterparties, taking into account their financial position, past experience
and other factors. The Company establishes an allowance for doubtful debts and impairment that represents
its estimate of incurred losses in respect of trade and other receivables and investments.“
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry and country in which the custom-
er operates, also has an influence on credit risk assessment. Credit risk is managed through continuously
monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course
of business. An impairment analysis is performed at each reporting date on an individual basis for major
customers. The history of receivables shows a negligible provision for bad and doubtful debts.
i) Concentration of Trade Receivables
The Company’s exposure to credit risk for Trade Receivables is presented as below.
(Amt. in `.)
Particulars As at As at
31st March 2020 31st March 2019
Trade Receivables (Bulk purchaser) 6,73,86,536.67 4,08,29,583.78
Trade Receivables (Culture Media ) 1,96,03,648.06 2,03,70,038.50
Trade Receivables (Export) 1,84,01,342.61 1,71,66,456.60
Total 10,53,91,527.34 7,83,66,078.88

ii) Credit risk exposure

Provision for expected credit losses
As at 31 March 2020 (Amt. in `.)
Particulars Estimated gross Expected carrying amount
Carrying amount credit losses net of impair-
at default ment provision
Trade Receivable 10,53,91,527.34 - 10,53,91,527.34
Cash and Cash Equivalents 1,70,09,903.69 - 1,70,09,903.69
Other Bank Balance 2,46,185.40 - 2,46,185.40
Other Financial Assets Non Current 57,61,800.55 - 57,61,800.55
Total 12,84,09,416.98 - 12,84,09,416.98

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As at 31 March 2019 (Amt. in `.)

Particulars Estimated gross Expected carrying amount
Carrying amount credit losses net of impair-
at default ment provision
Trade Receivable 7,93,81,797.88 10,15,719.00 7,83,66,078.88
Cash and Cash Equivalents 1,58,79,591.85 - 1,58,79,591.85
Other Bank Balance 16,12,804.80 - 16,12,804.80
Other Financial Assets Non Current 56,40,020.31 - 56,40,020.31
Total 10,25,14,214.84 10,15,719.00 10,14,98,495.84

Reconciliation of loss provision – expected credit losses (Amt. in `.)

Reconciliation of loss allowance
Trade Receivables
Loss allowance on 31 March 2019 -
Impairment loss recognised/reversed during the year -
Loss allowance on 31 March 2020 -

b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become
due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due.
Maturities of financial liabilities

The tables below analyze the company’s financial liabilities into relevant maturity groupings based on their
contractual maturities:
(Amt. in `.)
Contractual maturities Total Carrying On Demand on due Over 1 Over 3
of financial liabilities Value payable within 1 year year within
as at March 31, 2020 year within 3 5 years
Trade Payables 3,57,03,076.52 - 3,57,03,076.52 - -
Borrowings 16,88,78,455.35 5,88,29,510.00 8,40,96,680.31 2,59,52,265.04 -
Other financial Liabilities 2,83,13,936.18 1,85,07,102.32 98,06,833.86 - -
Total 23,28,95,468.05 7,73,36,612.32 12,96,06,590.69 2,59,52,265.04 -

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(Amt. in `.)
Contractual maturities Total Carrying On Demand on due Over 1 Over 3
of financial liabilities Value payable within 1 year year within
as at March 31, 2019 year within 3 5 years
Trade Payables 2,06,39,006.65 - 2,06,39,006.65 - -
Borrowings 20,85,37,486.64 8,79,88,614.00 8,83,77,082.15 2,73,73,261.86 47,98,528.63
Other financial Liabilities 2,46,92,206.08 1,66,17,859.70 80,74,346.38 - -
Total 25,38,68,699.37 10,46,06,473.70 11,70,90,435.18 2,73,73,261.86 47,98,528.63

c) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse
changes in market rates and prices (such as interest rates, foreign currency exchange rates and commodity
prices) or in the price of market risk-sensitive instruments as a result of such adverse changes in market
rates and prices. Market risk is attributable to all market risk-sensitive financial instruments and all short term
and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk,
interest rate risk and the market value of its investments. Thus, the Company’s exposure to market risk is a
function of investing and borrowing activities.
(i) Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates.
The Company has international transactions and is exposed to foreign exchange risk arising from foreign
currency transactions (imports and exports). Foreign exchange risk arises from future commercial transac-
tions and recognised assets and liabilities denominated in a currency that is not the Company’s functional
currency. The Company does not hedge its foreign exchange receivables/payables.
The following table sets forth information relating to foreign currency exposure (other than risk arising from
derivatives disclosed below):
(a) Foreign currency risk exposure:
Particulars As at 31st March 2020 As at 31st March 2019
FC INR FC INR
Financial Assets
Trade Receivables
USD 2,26,766.59 1,84,01,342.61 2,32,031.69 1,71,65,604.03
EURO - - 11.60 852.57
Total 1,84,01,342.61 1,71,66,456.60
Financial Liabilities
Trade Payables
USD - - 12,530.27 9,24,183.50
Total - - 9,24,183.50

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(b) ‘Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denom-
inated financial instruments.
(Amt. in `.)
Particulars As at 31st March 2020 As at 31st March 2019
Increase By 5% decrease By 5% Increase By 5% decrease By 5%
Financial Assets
Trade Receivables
USD 9,20,067.13 (9,20,067.13) 8,58,280.20 (8,58,280.20)
EURO - - 42.63 (42.63)
Total 9,20,067.13 (9,20,067.13) 8,58,322.83 (8,58,322.83
Financial Liabilities
Trade Payables
USD - - (46,209.18) 46,209.18
Total - - (46,209.18) 46,209.18

(ii) Interest rate risk

The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest
rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate
because of a change in market interest rates.
The Company’s variable rate borrowing is subject to interest rate. Below is the overall exposure of the bor-
rowing:
(Amt. in `.)
Particulars As at As at
31st March 2020 31st March 2019
Variable rate borrowing 10,79,48,942.52 12,05,48,872.64
Fixed rate borrowing 6,09,29,512.83 8,79,88,614.00
Total 16,88,78,455.35 20,85,37,486.64
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest
rates.
(Amt. in `.)
Particulars As at As at
31st March 2020 31st March 2019
Interest rates – decrease by 50 basis points 95,53,481.41 1,06,68,575.23
Interest rates – increase by 50 basis points (95,53,481.41) (1,06,68,575.23)

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(IV) Capital management

The capital structure of the Company consists of equity, debt, cash and cash equivalents. The Company’s ob-
jective for capital management is to maintain the capital structure which will support the Company’s strategy
to maximize shareholder’s value, safeguarding the business continuity and help in supporting the growth of
the Company.
39 The Board of Directors of the Company has recommended a dividend of `1/- per Equity Share for the Finan-
cial Year ended on 31st March, 2020. The dividend will be paid after approval of the same by the sharehold-
ers in the Annual General Meeting.
40 Additional information related to Foreign Exchange Inflow and outflow are as under:
A. Outflow in foreign currency: (Amt. in lacs of `.)
Particulars 2019-2020 2018-2019
Goods Purchased 1,282.69 1,925.29
Advance payment to Suppliers 67.54 127.42
Travelling Exp. 66.43 86.50
Exihibition Exp. 36.80 38.22
B. Inflow in Foreign Exchange: (Amt. in lacs of `.)
Particulars 2019-2020 2018-2019
Gross Receipts from Export Sales 1,365.10 1,390.10
Advance received against Orders 115.69 65.56

41 The accounts of Sundry Debtors and Creditors are subject to confirmation / reconciliation and adjustment,
if any. The Management does not expect any material difference affecting the current year’s financial state-
ments. In the opinion of the management, the current assets, loans and advances are expected to realize at
least the amount at which they are stated, if realized in the ordinary course of business and provision for all
known liabilities have been adequately made in the books of accounts.

42 Previous year’s figures have been reclassified / regrouped wherever necessary to conform to current year’s
classification / disclosure.

43 The financial statements were approved by the Board of Directors and authorised for issue on June 30,

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF TITAN BIOTECH LIMITED

Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
We have audited the consolidated Ind AS financial statements of TITAN BIOTECH LIMITED (hereinafter referred to as
“the Holding Company”) and its subsidiary (Holding Company and its subsidiary together referred to as “the Group”),
which comprise the consolidated Balance Sheet as at March 31, 2020, and the consolidated Statement of Profit and
Loss (including other comprehensive income), consolidated Cash Flow Statement and the consolidated Statement of
Changes in Equity for the year then ended, and notes to the consolidated Ind AS financial statements, including a sum-
mary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated
Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the
consideration of report of other auditor on separate financial statements and on the other financial information of the
subsidiary, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act,
2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2020, of its
consolidated profit and other comprehensive income, consolidated cash flows and consolidated statement of changes
in equity for the year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) as specified under Section 143(10) of the
Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group in accordance
with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India (‘ICAI’) and we have fulfilled our
other ethical responsibilities in accordance with the provisions of the Act. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit
of the consolidated Ind AS financial statements of the current period. These matters were addressed in the context of
our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed
the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated Ind AS finan-
cial statements section of our report, including in relation to these matters. Accordingly, our audit included the perfor-
mance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated
Ind AS financial statements. The results of our audit procedures performed by us and by other auditor of component not
audited by us, as reported by them in their audit report furnished to us by the management, including those procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind
AS financial statements.

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Key audit matters How our audit addressed the key audit matter
Accuracy and completeness of disclosure of related party transactions and compliance with the provisions
of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended (‘SEBI (LODR) 2015’) (as described in note 37 of the consolidated Ind AS financial statements)
We identified the accuracy and completeness of disclosure Our procedures in relation to the disclosure of related
of related party transactions as set out in respective notes party transactions included:
to the consolidated Ind AS financial statements as a key  Obtaining an understanding of the Group’s poli-
audit matter due to: cies and procedures in respect of the capturing of
 The significance of transactions with related parties related party transactions and how management
during the year ended March 31, 2020. ensures all transactions and balances with relat-
ed parties have been disclosed in the consolidat-
 Related party transactions are subject to the compliance ed Ind AS financial statements.
requirements under the Companies Act 2013 and SEBI  Obtaining an understanding of the Group’s poli-
(LODR) 2015. cies and procedures in respect of evaluating ap-
proval process by the Board of Directors.
 Agreeing the amounts disclosed to underlying
documentation and reading relevant agreements,
on a sample basis, as part of our evaluation of the
disclosure.
 Assessing management evaluation of compli-
ance with the provisions of Section 177 and Sec-
tion 188 of the Companies Act 2013 and SEBI
(LODR) 2015.
 Evaluating the disclosures through reading of
statutory information, books and records and oth-
er documents obtained during the course of our

Information Other than the Financial Statements and Auditor’s Report thereon
The Holding Company’s Board of Directors are responsible for the other information. The other information comprises
the information included in the Holding Company’s Annual Report, but does not include the consolidated Ind AS finan-
cial statements and our auditor’s report thereon.
Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not ex-
press any form of assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other
information and, in doing so, consider whether such other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS Financial
Statements
The Holding Company’s Board of Directors are responsible for the preparation and presentation of these consolidated
Ind AS financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated
state of affairs, consolidated profit and other comprehensive income, consolidated cash flows and consolidated state-
ment of changes in Equity of the Group in accordance with the accounting principles generally accepted in India includ-
ing the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.
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The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been
used for the purpose of preparation of the consolidated Ind AS financial statements by the Board of Directors of the
Holding Company, as aforesaid.
In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies includ-
ed in the Group are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless the respective
management either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so. The
respective Board of Directors of the Companies included in the Group are also responsible for overseeing the financial
reporting process of each entity.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit.
We also:

 Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstate-
ment resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, inten-
tional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appro-
priate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the entity has adequate internal financial controls system in place and the operating effectiveness of
such controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the management of the Holding Company.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting in preparation
of consolidated Ind AS financial statements and, based on the audit evidence obtained, whether a material uncer-
tainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going
concern.

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 Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including
the disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activi-
ties within the Group of which we are the independent auditors, to express an opinion on the consolidated Ind AS
financial statements. We are responsible for the direction, supervision and performance of the audit of the finan-
cial statements of such entities included in the consolidated financial statements of which we are the independent
auditors. For the other entity included in the consolidated financial statements, which have been audited by other
auditors, such other auditor remain responsible for the direction, supervision and performance of the audit carried
out by them. We remain solely responsible for our audit opinion.
We believe that the audit evidence obtained by us is sufficient and appropriate to a basis for our audit opinion on the
consolidated Ind AS financial statements.
We communicate with those charged with governance of the Holding Company of which we are the independent audi-
tors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including
any significant deficiencies in internal controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical require-
ments regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated Ind AS financial statements of the current period and are, therefore, the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Other Matter
We did not audit the financial statements and other financial information, in respect of one subsidiary, whose Ind AS
financial statements include total assets of Rs.1213.06 Lakhs as at March 31, 2020, and total revenues of Rs.1544.41
Lakhs, net profit of Rs.164.60 Lakhs, other comprehensive income of Rs.(-) 0.30 Lakhs and net cash flows amounting
to Rs.(-)15.52 Lakhs for the year ended on that date, as considered in the consolidated financial statements. These Ind
AS financial statement and other financial have been audited by other auditor, which financial statements, other finan-
cial information and auditor’s report have been furnished to us by the management. Our opinion on the consolidated
Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary,
and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary, is
based solely on the report of such other auditor.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and
the report of the other auditor and the financial statements and other financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on
separate financial statements and other financial information of the subsidiary, as noted in the ‘other matter’ paragraph,
we report, to the extent applicable, that:
a. We / the other auditor whose report we have relied upon have sought and obtained all the information and expla-
nations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid
consolidated Ind AS financial statements;

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b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
Ind AS financial statements have been kept so far as it appears from our examination of those books and report
of the other auditor;
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive
Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by
this Report are in agreement with the books of account maintained for the purpose of preparation of the consoli-
dated Ind AS financial statements;
d. In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the Indian Accounting Stand-
ards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as
amended;
e. On the basis of written representations received from the Directors of the Holding Company as on March 31,
2020 taken on record by the Board of Directors of the Holding Company and on the basis of written representa-
tions received by the management from Directors of its subsidiary which is incorporated in India, as on March 31,
2020, none of the Directors of the Group’s companies incorporated in India, is disqualified as on March 31, 2020
from being appointed as a Director in terms of Section 164(2) of the Act;
f. With respect to the adequacy and the operating effectiveness of the internal financial controls over financial
reporting with reference to these Consolidated Ind AS financial statements of the Holding Company and its sub-
sidiary company incorporated in India, refer to our separate Report in “Annexure A” to this report;
g. With respect to the matter to be included in the Auditor’s report under Section 197(16) of the Act:
In our opinion and according to the information and explanation given to us, the remuneration paid during the
current year by the Holding Company and its subsidiary which are incorporated in India to its Directors is in
accordance with the provisions of section 197 of the Act. The remuneration paid to any director by the Holding
Company and its subsidiary which are incorporated in India, is not in excess of the limit laid down under Section
197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act
which are required to be commented upon by us;
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Com-
panies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and
according to the explanations given to us and based on the consideration of the report of the other auditor on
separate financial statements as also the other financial information of the subsidiary, as noted in the ‘Other mat-
ter’ paragraph:
i. The consolidated Ind AS financial statements does not have any pending litigations which would impact on
its consolidated financial position of the Group in its consolidated Ind AS financial statements;
ii. The Group did not any material foreseeable losses in long-term contracts including derivative contracts
during the year ended March 31, 2020;
iii. There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the
Holding Company and its subsidiary incorporated in India during the year ended March 31, 2020.
For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
CA Sunita Agrawal
Partner
M.No.095196
Place: Delhi UDIN-
Date: 30.06.2020

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ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’
section of our report to the Members of Titan Biotech Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143
of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the Consolidated Financial Statements of the Company as of and for the year end-
ed March 31, 2020, we have audited the internal financial controls over financial reporting of Titan Biotech Limited
(hereinafter referred to as the “Company”) and its subsidiary company, which are companies incorporated in India,
as of that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Company and its subsidiary company, which are companies incorporated in India, are
responsible for establishing and maintaining internal financial controls based on the internal control over financial
reporting criteria established by the respective Companies considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (“the Guidance Note”)
issued by the Institute of Chartered Accountants of India (the ‘ICAI’). These responsibilities include the design, im-
plementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to respective Company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company
and its subsidiary company, which are companies incorporated in India, based on our audit. We conducted our
audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013,
to the extent applicable to an audit of internal financial controls and, both issued by ICAI. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting were established and main-
tained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial con-
trols system over financial reporting and their operating effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of internal financial controls over financial reporting, assess-
ing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the internal financial controls over financial reporting of the Company and its subsidiary company, which
are companies incorporated in India.
Meaning of Internal Financial Controls over Financial Reporting
A Company’s internal financial control over financial reporting is a process designed to provide reasonable assur-
ance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal financial control over financial
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

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assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of Management and Directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Holding Company
and its subsidiary, which are companies incorporated in India, have, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2020, based on the internal financial control over financial reporting criteria
established by the respective Companies considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Other Matters
Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls over financial reporting, insofar as it relates to one subsidiary, which is company incorporated in India, is
based on the corresponding report of the auditor of such subsidiary incorporated in India.

For Sunita Agrawal & Co.

Chartered Accountants
ICAI FRN-515225C

CA Sunita Agrawa)
Partner
M.No.095196
UDIN-

Place: Delhi
Date: 30.06.2020

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TITAN BIOTECH LIMITED

Consolidated Balance Sheet as at 31st March, 2020
(Amt. in `.)
Particulars Note No. As at As at
31/03/2020 31/03/2019
I ASSETS
1. Non-Current Assets
a. Property, Plant and Equipment 2 31,06,25,441.71 28,92,41,107.12
b. Capital Work-in-Progress 6,60,381.20 -
c. Intangible assets 3 10,09,392.60 9,41,939.00
d. Financial Assets
(i) Other Financial Assets 4 60,91,790.55 57,03,870.31
e. Other Non Current Assets 5 29,772.00 59,544.00
Total Non-current assets 31,84,16,778.06 29,59,46,460.43
2. Current Assets
a. Inventories 6 27,97,57,667.73 21,13,31,616.32
b. Financial Assets
(i) Trade receivables 7 11,86,24,644.74 9,24,30,737.82
(ii) Cash and cash equivalents 8 1,83,26,763.95 1,87,48,459.09
(iii) Bank balances other than (ii) above 9 2,46,185.40 16,12,804.80
c. Current Tax Assets (Net) 10 - -
d. Other Current Assets 11 2,50,23,931.12 2,72,27,303.52
Total Current assets 44,19,79,192.94 35,13,50,921.55
TOTAL ASSETS 76,03,95,971.00 64,72,97,381.98
II. EQUITY AND LIABILITIES
A Equity
a. Equity Share Capital 12 8,26,37,000.00 8,26,37,000.00
b. Other Equity 30,92,96,257.10 23,91,26,109.55
c. Non Controlling Interest 2,35,16,790.13 1,58,14,651.86
TOTAL EQUITY 41,54,50,047.22 33,75,77,761.40

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B Liabilities
1. Non-Current Liabilities
a. Financial Liabilities
(i) Borrowings 13 11,55,37,582.04 13,16,60,404.49
b. Deferred tax liabilities (Net) 14 1,23,26,988.28 1,05,26,486.96
c. Provisions 15 1,27,83,530.00 97,57,611.00
Total Non-Current Liabilities 14,06,48,100.32 15,19,44,502.45
2. Current Liabilities
a. Financial Liabilities
(i) Borrowings 13 11,34,05,293.73 9,67,62,162.98
(ii) Trade payables 16 4,12,38,203.52 2,14,49,090.65
(iii) Other Financial Liabilities 17 3,22,98,719.72 2,80,95,693.12
b. Other current liabilities 18 1,35,05,206.16 96,85,866.70
c. Current Tax Liabilities (Net) 10 38,50,400.33 17,82,304.68
Total Current Liabilities 20,42,97,823.46 15,77,75,118.13
TOTAL EQUITY AND LIABILITIES 76,03,95,971.00 64,72,97,381.98

Notes to Accounts 1-44

The accompanying notes referred to above form an integral part of the consolidated financial statement

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

153
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Consolidated Statement of Profit and Loss for the period ended 31st March, 2020
(Amt. in `.)
Particulars Note No. Year ended Year ended
31/03/2020 31/03/2019
I. R
evenue from Operations 19 79,43,79,622.67 64,90,80,330.02
II. Other Income 20 44,95,281.13 68,65,136.49
III. Total Revenues (I+II) 79,88,74,903.80 65,59,45,466.51
IV. EXPENSES
Cost of Material Consumed 21 40,24,07,258.68 36,54,97,347.38
Changes in inventories of finished 22 (89,24,136.07) (3,84,89,126.36)
goods, Stock-in- trade and work in progress
Employee Benefits Expenses 23 12,47,49,314.45 10,26,54,983.85
Finance Costs 24 2,33,58,114.52 2,28,99,293.60
Depreciation and Amortization Expense 25 1,80,02,197.68 1,71,15,842.00
Other Expenses 26 14,13,80,864.40 13,08,26,610.65
Total (IV) 70,09,73,613.66 60,05,04,951.12
V. Profit bef.Exceptional & Extraordinary 9,79,01,290.14 5,54,40,515.39
items and Tax (III-IV)
VI. Exceptional Items 61,40,625.00 -
VII P
rofit before Tax(V+VI) 10,40,41,915.14 5,54,40,515.39
VIII. Tax Expenses: 27
Current Tax 2,39,37,679.00 1,37,47,045.00
Earlier year taxes 25,967.00 12,336.00
MAT Credit 2,65,262.00 -
Deferred Tax 19,69,327.59 25,58,299.80
IX. Profit for the period (VII-VIII) 7,83,74,203.55 3,91,22,834.59
X. Other Comprehensive Income (Net of Tax) - -
Items that will not be reclassified to profit or loss - -

Re-measurement gain on defined benefit plans (5,01,917.73) 9,78,217.28
Items that will be reclassified to profit or loss - -
Total Other Comprehensive Income (Net of Tax) (5,01,917.73) 9,78,217.28

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 TITAN BIOTECH LIMITED

XI. Total Comprehensive Income for the 7,78,72,285.82 4,01,01,051.87

period (IX+X) (Comprising Profit (Loss) and
other Comprehensive Income for the period)
Profit for the year attributed to:
--Owners of the Company 7,06,57,746.55 3,52,23,102.94
--Non controlling Interest 77,16,457.00 38,99,731.65
Other Comprehensive Income (Net of
Tax) attributed to:
--Owners of the Company (4,87,599.00) 9,70,141.60
--Non controlling Interest (14,318.73) 8,075.68
Total Other Comprehensive Income (Net of Tax)
attributed to:
--Owners of the Company 7,01,70,147.55 3,61,93,244.54
--Non controlling Interest 77,02,138.27 39,07,807.33
Earnings per Equity Share: 28
Basic 8.55 4.26
Diluted 8.55 4.26

Notes to Accounts 1-44

The accompanying notes referred to above form an integral part of the consolidated financial statement

For Titan Biotech Limited
Auditor’s Report
As per our separate report of even date attached
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

155
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Consolidated Cash Flow Statement for the year ended 31st March, 2020
(Amt. in `.)
Particulars Year ended Year ended
31/03/2020 31/03/2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before Tax 10,40,41,915.14 5,54,40,515.39
Adjustment for :
Finance Costs 2,33,58,114.52 2,28,99,293.60
MAT Credit 2,65,262.00
Earlier year Taxes (25,967.00)
Provision for employees Benefits 23,55,175.00 20,74,458.00
Depreciation and Amortization Expenses 1,80,02,197.68 1,71,15,842.00
Unamortized Expenses 29,772.00 29,768.00
Operating profit before working capital changes 14,80,26,469.34 9,75,59,876.99
Changes in working Capital:

Inventories (6,84,26,051.41) (3,54,99,150.36)
Trade and other Receivables (2,43,78,454.76) (41,66,685.25)
Trade and other Payables 2,78,11,478.93 87,39,563.33
Cash generation from Operation 8,30,33,442.10 6,66,33,604.71
Payment of Direct Taxes (2,18,69,583.35) (1,19,64,740.32)
Net Cash generated/ (used) - Operating Activities 6,11,63,858.75 5,46,68,864.39
B. CASH FLOW FROM INVESTMENT ACTIVITIES
Purchase of Fixed Assets (incl.Capital WIP) (4,01,14,367.07) (4,44,76,045.75)
Proceeds/ Repayment of Loans to Body Corporate (Net) 1,66,43,130.75 (39,620.00)
Movement in Fixed Deposits with Banks 13,66,619.40 34,33,308.40
Net Cash Generated/ (Used) - Investing Activities (2,21,04,616.92) (4,10,82,357.35)

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 TITAN BIOTECH LIMITED

C. CASH FLOW FROM FINANCING ACTIVITIES

Repayment of Long-term Borrowings (1,61,22,822.45) (2,13,04,757.26)
Proceeds from Issue of Share Capital - 4,20,00,000.00
Finance Cost paid (2,33,58,114.52) (2,28,99,293.60)
Dividend paid (including Dividend Distribution Tax) - -
Net Cash Generated/ (Used) - Financing Activities (3,94,80,936.97) (22,04,050.86)
Net Increase/ (Decrease) in Cash and Cash Equivalents (4,21,695.14) 1,13,82,456.18
Add : Opening Cash and Cash Equivalents 1,87,48,459.09 73,66,002.91
Closing Cash and Cash Equivalents 1,83,26,763.95 1,87,48,459.09

Notes:
1. The Cash Flow Statements have been prepared under the indirect method as set out in Accounting Standard
(AS) on Statement of Cash Flow (Ind AS-7). .
2. Figures in bracket represent outflows.
3. Previous year’s figures have been regrouped wherever considered necessary to conform to this year’s classifi-
cation.

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached

For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

157
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

Consolidated Statement of Changes in Equity for the year ended 31st March, 2020

A. Equity Share Capital

No. of Shares (Amt. in `.)
Balance as at March 31, 2019 8263700 8,26,37,000.00
Add/ (Less) : Changes in equity share capital during the year - -
Balance as at March 31, 2020 8263700 8,26,37,000.00
B. Other Equity
Particular Reserves and Surplus Other Comprehensive Equity Non Total Equity
Income Attributed to Controling
Capital Securities Capital General Retained Items that will not be the holders interest
Reserve Premium Redemption Reserve Earnings Reclassified to of group
Reserve Reserve Profit or Loss
Remeasure- Equity In-
ment Gain / strument
(loss) of the through
defined bene- others
fit plans (Net compre-
of tax) hensive
income
(Net of
tax)
Balance as at 1,34,527.05 5,00,00,000.00 - - 11,60,48,337.96 - - 16,61,82,865.01 1,19,06,844.52 17,80,89,709.53
April 01,2018
Profit / (Loss) for - - - 3,52,23,102.94 - - 3,52,23,102.94 38,99,731.65 3,91,22,834.59
the Year March 31, 2019
Addition during the year - 3,67,50,000.00 - - - - - 3,67,50,000.00 - 3,67,50,000.00
Other comprehensive - - - - - 9,70,141.60 - 9,70,141.60 8,075.68 9,78,217.28
income (net of tax) for
the year March 31, 2019
Dividend including - - - - - - - - - -
Corporate Dividend Tax
Balance as at 1,34,527.05 8,67,50,000.00 - - 15,12,71,440.89 9,70,141.60 - 23,91,26,109.55 1,58,14,651.86 25,49,40,761.40
March 31, 2019
Profit / (Loss) for the - - - - 7,06,57,746.55 - - 7,06,57,746.55 77,16,457.00 7,83,74,203.55
Year March 31, 2020
Addition during the year - - - - - - - - - -
Other comprehensive - - - - - (4,87,599.00) - (4,87,599.00) (14,318.73) (5,01,917.73)
income (net of tax) for
the year March 31, 2020
Dividend including - - - - - - - - -
Corporate Dividend Tax
Balance as at 1,34,527.05 8,67,50,000.00 - - 22,19,29,187.44 4,82,542.60 - 30,92,96,257.10 2,35,16,790.13 33,28,13,047.22
March 31, 2020

For Titan Biotech Limited
Auditor’s Report
As per our separate report of even date attached
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706
Sunita Agrawal Charanjit Singh Prem Shankar Gupta
F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

158
 TITAN BIOTECH LIMITED

TITAN BIOTECH LIMITED

1. Company Overview, Basis of Preparation and Significant Accounting Policies

I Corporate Information
Titan Biotech Limited (“TBL” or “the Holding Company”) is a public limited company incorporated in India
on 18.02.1992 vide CIN-L74999RJ1992PLC013387 as a Non-govt Company limited by Shares and has
its registered office at A-902 A, RIICO Industrial Area, Phase-III, Bhiwadi (Rajasthan) -301019. The shares
of the Holding Company are listed on BSE Limited. The Holding Company is one of the leading manufac-
turer and exporter of the Biological products which are used in the field of Pharmaceuticals, Nutraceutical,
Food & Beverages, Bio-technology & Fermentation, Cosmetic,Veterinary & Animal Feed etc. The Holding
Company has two manufacturing facilities, one at A-902 A, RIICO Industrial Area, Phase-III, Bhiwadi, Distt.
Alwar, Rajasthan-301019 India and other one at E-540, RIICO Industrial Area, Chopanki, Distt. Alwar, Ra-
jasthan-301707. The Consolidated Financial Statements comprise the Holding Company and its subsidiary
(referred to collectively as “the Group”). The principal activities of the subsidiary Company is manufacturing
of Bio-Fertilizers, Bio-pesticides, Bio-insecticides etc. The Subsidiary Company has its manufacturing facil-
ity at RIICO Industrial Area Chopanki, Rajasthan.
II Basis of Preparation

a)
Statement of Compliance
Theses financial statements of the Company have been prepared in accordance with the recognition
and measurement principles laid down in the Indian Accounting Standard (‘Ind AS’) as per the Com-
panies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act,
2013 (‘the Act’) and the other relevant provisions of the Act to the extent applicable.
The financial statements up to year ended March 31, 2017 were prepared in accordance with the
Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with Rule
7 of the Companies (Accounts) Rules, 2014 (Indian GAAP) and other relevant provisions of the Act.

b)
Basis of measurement
The financial statements have been prepared on accrual basis and under the historical cost conven-
tion on accrual basis except for certain financial assets and liabilities which are measured at fair value
at the end of each reporting period. Historical cost is generally based on the fair value of the consid-
eration given in exchange of goods or services.
c ) Functional and Presentation currency
Items included in the financial statements of the Company are measured using the currency of the
primary economic environment in which the Company operates (“the functional currency”). The finan-
cial statements are presented in Indian National Rupee (‘INR’), which is the Company’s functional and
presentation currency. All amounts have been given in Rupees, unless otherwise indicated.
d) Current and Non-current classification
All Assets and Liabilities have been classified as current and non-current as per the Company’s nor-
mal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based
on the nature of the business of the Company and its business time cycle from inception of an order
and its completion on realization in cash and cash equivalents, the Company has ascertained the
operating cycle as 12 months for the purpose of current and non-current classification of assets and
liabilities.

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e)
Use of judgements and estimates
In preparing these financial statements, the Management has made judgements, estimates and as-
sumptions that affect the application of accounting policies and the reported amount of assets, liabili-
ties, the disclosure of contingent liabilities and contingent assets as at the date of financial statements,
income and expenses during the period. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an on-going basis. Revisions to estimates are recognised
prospectively in current and future periods.
Measurement of fair values
f)
“A number of the Company’s accounting policies and disclosures require measurement of fair
values, for both financial and non-financial assets and liabilities. The Company has an es-
tablished control framework with respect to measurement of fair values. The directors are re-
sponsible for overseeing all significant fair value measurements, including Level 3 fair val-
ues. Directors regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in
the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
-Level 3: inputs for the asset or liability that are not based on observable market data (unobservable in-
puts). When measuring the fair value of an asset or liability, the Company uses observable market data
as far as possible. If the inputs used to measure the fair value of an asset or liability fall into different lev-
els of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same
level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the report-
ing period during which the changes have occurred.“
III Significant Accounting Policy
The Group has consistently applied the following accounting policies to till periods presented in the finan-
cial statements.
a)
Principle of Consolidation
i) The consolidated Financial Statement includes the financial statement of the parent company, its subsidi-
ary company. The consolidated financial statement have been prepared in accordance with Ind AS 110 on
“Consolidated financial statement” as per Companies (Indian Accounting Standard ) Rules 2015 notified
under section 133 of the Companies Act, 2013 (“the Act) and other relevant provisions of the act to the
extent possible.
ii) The Financial Statement of the Parent Company its Subsidiary company are prepared on line by line
adding together like items of assets, liabilities, equity, income and expenses, intercompany balances and
transactions and any unrealised gains arising from inter company transactions are eliminated. Unrealised
losses are eliminated in the same way as unrealised gains but only to the extent that there is no evidences
of impairment.
iii) The consolidated Financial Statements are prepared by adopting uniform accounting policies for like trans-
actions and other events in similar circumstances and are presented to the extent possible, in the same
manner as the Company’s separate financial statements.
iv) Non controlling Interest in the consolidated financial statement is identified and recognised after taking into
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consideration the amount of equity attributable to non controlling interest at date on which investment in
subsidiary is made.
v) Financial Statement of Subsidiary used for the purpose of Consolidation are drawn up to the same reporting
date as that of the Parent Company.
vi) The Subsidiary Company which is included in the consolidation and the parent company’s holding are as
under:
Name of the Company % of Share Holding Place of Incorporation
Peptech Biosciences Limited As at As at
March 31, 2020 March 31, 2019

53.11% 53.11% India

b) Property, Plant and Equipment

i) Recognition and measurement

Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumu-
lated impairment losses, if any. Cost of an item of property, plant and equipment comprises its purchase
price, any directly attributable cost of bringing the item to its working condition for its intended use and
estimated cost of dismantling and removing the item and restoring the site on which is located. Borrowing
costs relating to acquisition of qualifying fixed assets, if material, are also included in cost to the extent
they relate to the period till such assets are ready to be put to use. Capital work-in-progress includes cost
of property , plant and equipment under installation / under development as at the balance sheet date. Ad-
vances paid towards the acquisition of property, plant and equipment outstanding at each balance date is
classified as capital advances under other noncurrent assets. An item of property, plant and equipment is
derecognised when no future economic benefit are expected to arise from the continued use of the assets
or upon disposal. Any gain or loss on disposal of an item of property, plant and equipment is recognised in
profit or loss.
ii) Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all its property, plant
and equipment recognised as at April 1, 2017 measured as per previous GAAP and use that carrying value
as the deemed cost of the property, plant and equipment.
iii) Depreciation
Depreciation on property, plant and equipment is provided on the Straight Line Method based on the useful
life of assets as prescribed under Schedule II of the Companies Act, 2013. Depreciation on additions to or
on disposal of assets is calculated on pro-rata basis i.e.from (upto) the date on which the property, plant
and equipment is available for use (disposed off).
c ) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than
inventories and deferred tax assets) to determine whether there is any indication on impairment. If any
such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognised
if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are rec-
ognised in Statement of Profit and Loss.

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d ) Inventories
Inventories are valued at lower of Cost and Net Realisable value. The cost of finished goods is determined
by taking material, labour and related factory overheads including depreciation. Cost of material is deter-
mined on weighted average cost basis. Further the cost for Work-in-progress includes material cost, stage
wise direct cost and other related manufacturing overheads including depreciation.Net realisable value is
the estimated selling price in the ordinary course of business, less estimated cost of completion and mak-
ing the sale. Cost of raw materials, packing materials, stores and spares are determined on weighted aver-
age basis. Obsolete, slow moving and defective inventories are identified at the time of physical verification
of inventories and where necessary, the same are written off or provision is made for such inventories.
e ) Provisions, Contingent Liabilities and Contingent Assets
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Contingent liability is disclosed after careful evaluation of facts, uncertain-
ties and possibility of reimbursement unless the possibility of an outflow of resource embodying economic
benefit is remote. Contingent liabilities are not recognised but are disclosed in notes. Contingent assets are
not disclosed in the financial statements unless an inflow of economic benefit is probable.
f ) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised
when the significant risk and rewards of ownership have been transferred to the customer, recovery of the
consideration is probable, the associated costs and possible return of goods can be estimated reliably,
there is no continuing management involvement with the goods to the degree usually associated with the
ownership and the amount of revenue can be measured reliably regardless of when the payment is being
made.
Export Incentive: Incentive on Export Income is recognised in books after due consideration of certainty of
utilization / receipt of such incentives.
“Interest and Dividend Income: Interest income is recognized on a time proportion basis taking into account
the amount outstanding and the rate applicable. Dividend income is recognized when the shareholders’
right to receive dividend is established.“
g ) Employee Benefits
Short-term employee benefits are expenses as the related service is provided. A liability is recognised for
the amount expected to be paid if the Company has a present legal or constructive obligation to pay this
amount as a result of past service provided by the employee and the obligation can be estimated reliable.
Post-Employment Benefits
Defined contribution plan
“A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contri-
butions to a statutory authority and will have no legal or constructive obligation to pay further amounts.
Retirement benefits in the form of Provident Fund and employee state insurance are a defined contribution
scheme and contributions paid/payable towards these funds are recognised as an expense in the state-
ment of profit and loss during the period in which the employee renders the related service. There are no
other obligations other than the contribution payable to the respective trusts.“
Defined benefit plan
“The Company provides for gratuity which is a defined benefit plan the liabilities of which is determined

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based on valuation, as at the balance sheet date, made by the independent actuary using the projected
unit credit method. Re-measurement comprising of actuarial gains and losses, in respect of gratuity are
recognised in OCI (other comprehensive income), in the period in which they occur.
“Re-measurement recognised in OCI (other comprehensive income) are not reclassified to the Statement
of Profit and Loss in Subsequent periods.
h ) Foreign Currency Transactions
Transactions in foreign currencies are translated into the Group’s functional currency at the exchange
rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies
are translated into the functional currency at the exchange rate at the reporting date. Non-monetary as-
sets and liabilities that are measured based on historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Exchange differences are recognised in Statement of profit &
loss. In accordance with Ind-AS 101 “First Time Adoption of Indian Accounting Standards”, the Company
has continued the policy of capitalisation of exchange differences on foreign currency loans taken before
the transition date.
i ) Borrowing costs
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency
borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection
with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset
which necessarily take a substantial period of time to get ready for their intended use are capitalised as
part of the cost of that assets. Other borrowing costs are recognised as an expenses in the period in which
they are incurred.
j ) Income Tax
Income Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the
extent that it relates to items recognised directly in Other Comprehensive Income. Current tax comprises
the expected tax payable or receivable on the taxable income or loss for the year after taking credit of the
benefits available under the Income Tax Act and any adjustment to the tax payable or receivable in respect
of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the corresponding tax bases used for taxation purposes. De-
ferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws, which gives
rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an
asset if there is probable evidence that the Company will pay normal income tax in future. Accordingly MAT
is recognised as deferred tax asset in the Balance Sheet.
k ) Segment Reporting
The accounting policies adopted for the segment reporting are in conformity with the accounting policies
adopted for the Group. The primary segments has been identified by taking into account the nature of
product, the differing risks, the returns, the organisation structure and the internal reporting systems and
the manner in which operating results are reviewed by the Management.
l ) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with original ma-
turities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value.

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 TITAN BIOTECH LIMITED

m ) Cash flow statement

Cash flow statements are prepared in accordance with “ Indirect Method” as explained in the Accounting
Standard on Statement of Cash Flows ( Ind AS-7). The cash flows from regular revenue generating, financ-
ing and investing activity of the Company are segregated.
n ) Earning per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to Equity
Shareholders by the weighted average number of equity shares outstanding during the period. For the
purpose of calculating diluted Earnings per share, the net profit or loss for the period attributable to Equity
Shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.
o) Intangible assets
i) Recognition and initial measurement
Intangible assets are stated at their cost of acquisition. Any trade discount and rebates are deducted
in arriving at the purchase price.
ii) Subsequent measurement (amortisation)
Intangible assets are amortized over their respective individual estimated useful life on Straight Line
Method basis commencing from the date, the asset is available to the company for its use.
iii) Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all its intangi-
ble assets recognised as at April 1, 2017 measured as per previous GAAP and use that carrying value
as the deemed cost of the intangible assets.
p) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial assets and financial liabilities are recognised when the
Company becomes a party to the contractual provisions of the instruments.
Financial asset and financial liabilities are initially measured at fair value. Transaction cost which are direct-
ly attributable to the acquisition or issue of financial instruments (other than financial assets and financial
liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial recognition. Transaction cost directly attributable to
the acquisition of financial assets financial liabilities at fair value through profit or loss are recognised im-
mediately in profit or loss. Subsequently, financial instruments are measured according to the category in
which they are classified.
(i) Financial Assets
All purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the time frame established by regulation or convention in the market place.
All recognised financial assets are subsequently measured in their entirely at either amortised cost or
fair value, depending on the classification of the financial assets.
Classification of financial assets
“Classification of financial assets depends on the nature and purpose of the financial assets and is

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determined at the time of initial recognition.“

“The Company classifies its financial assets in the following measurement categories:

 those to be measured subsequently at fair value (either through other comprehensive income, or
through profit or loss), an

 those measured at amortised cost“

The classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
A financial asset that meets the following two conditions is measured at amortised cost unless the
asset is designated at fair value through profit or loss under the fair value option:“

 Business model test : the objective of the Company’s business model is to hold the financial
asset to collect the contractual cash flows.

 Cash flow characteristic test : the contractual term of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.“
“A financial asset that meets the following two conditions is measured at fair value through other
comprehensive income unless the asset is designated at fair value through profit or loss under the fair
value option:

 Business model test : the financial asset is held within a business model whose objective is
achieved by both collecting cash flows and selling financial assets.

 Cash flow characteristic test : the contractual term of the financial asset gives rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.“
All other financial assets are measured at fair value through profit or loss.
Investments in equity instrument at fair value through other comprehensive income
(FVTOCI)
“On initial recognition, the Company can make an irrevocable election (on an instrument by instrument ba-
sis) to present the subsequent changes in fair value in other comprehensive income pertaining to invest-
ments in equity instrument. This election is not permitted if the equity instrument is held for trading. These
elected investments are initially measured at fair value plus transaction costs. Subsequently, they are
measured at fair value with gains / losses arising from changes in fair value recognised in other comprehen-
sive income. This cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.
The Company has an equity investment in an entity which is not held for trading. The Company has
elected to measure this investment at amortised cost. Dividend, if any, on this investments is recog-
nised in profit or loss.“
Equity investment in subsidiaries, associates and joint ventures
Investments representing equity interest in subsidiaries, associates and joint ventures are carried at
cost less any provision for impairment. Investments are reviewed for impairment if events or changes
in circumstances indicate that the carrying amount may not be recoverable.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that do not meet the amortised cost criteria or fair value through other comprehensive

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income criteria are measured at fair value through profit or loss. A financial asset that meets the amor-
tised cost criteria or fair value through other comprehensive income criteria may be designated as at
fair value through profit or loss upon initial recognition if such designation eliminates or significantly
reduces a measurement or recognition inconsistency that would arise from measuring assets and
liabilities or recognising the gains or losses on them on different bases.
Income Recognition:
Interest income is recognised in the Statement of Profit and Loss using the effective interest method.
Dividend income is recognised in the Statement of Profit and Loss when the right to receive dividend
is established.
Impairment
The Company assesses at each reporting date whether a financial asset (or a group of financial as-
sets) such as investments, trade receivables, advances and security deposits held at amortised cost
and financial assets that are measured at fair value through other comprehensive income are tested
for impairment based on evidence or information that is available without undue cost or effort. Ex-
pected credit losses are assessed and loss allowances recognised if the credit quality of the financial
asset has deteriorated significantly since initial recognition.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying
amount of the assets.For debt securities at fair value through other comprehensive income, the loss
allowance is recognised in other comprehensive income and is not reduced from the carrying amount
of the financial asset in the balance sheet.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that
there is no realistic prospect of recovery. This is generally the case when the Company determines
that the trade receivable does not have assets or sources of income that could generate sufficient
cash flows to repay the amounts subject to the write-off. However, financial assets that are written-off
could still be subject to enforcement activities under the Company’s recovery procedures, taking into
account legal advice where appropriate. Any recoveries made are recognised in standalone state-
ment of profit and loss.
De-recognition of financial assets
“A financial asset is derecognised only when

 The Company has transferred the rights to receive cash flows from the financial asset or

 Retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.“\
(ii) Financial liabilities and equity instruments
“Classification of debt or equity
Debt or equity instruments issued by the Company are classified as either financial liabilities or as
equity in accordance with the substance of the contractual arrangements and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognised at the pro-
ceeds received, net of direct issue costs.

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Financial liabilities
Borrowings, trade payables and other financial liabilities are initially recognised at the value of the
respective contractual obligations. They are subsequently measured at amortised cost. Any discount
or premium on redemption/ settlement is recognised in the Statement of Profit and Loss as finance
cost over the life of the liability using the effective interest method and adjusted to the liability figure
disclosed in the Balance Sheet. Financial liabilities are derecognised when the liability is extinguished,
that is, when the contractual obligation is discharged, cancelled and on expiry.“
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount is included in the Balance Sheet where
there is a legally enforceable right to offset the recognised amounts and there is an intention to set-
tle on a net basis or realise the asset and settle the liability simultaneously.

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 2. Property Plant and Equipment (`Amt. in `)

Gross carrying value Depreciation Net Carrying Value

Description As at Additions / Sales / As at As at Additions / Sales / As at As at As at
April 1, 2019 Adjustments Adjustments March 31, 2020 April 1, 2019 Adjustments Adjustments March 31, 2020 March 31, 2020 March 31, 2019

Leasehold Land 2,67,63,116.00 - - 2,67,63,116.00 - - - - 2,67,63,116.00 2,67,63,116.00

Leasehold Land - 2,77,54,620.00 - 2,77,54,620.00 - - - - 2,77,54,620.00 -

Site Development 20,92,906.90 - - 20,92,906.90 66,246.00 - - 66,246.00 20,26,660.90 20,26,660.90

Factory Building 13,50,57,431.20 - - 13,50,57,431.20 2,53,78,908.99 44,28,771.00 2,98,07,679.99 10,52,49,751.21 10,96,78,522.21

Plant and Equipment 17,71,73,784.15 57,71,760.65 1,49,790.00 18,27,95,754.80 3,54,50,910.16 1,10,86,585.26 8,494.00 4,65,29,001.42 13,62,66,753.38 14,17,22,873.99

Office Equipment 28,43,488.37 2,24,089.32 - 30,67,577.69 10,30,438.00 6,18,919.00 - 16,49,357.00 14,18,220.69 18,13,050.37

Furniture and Fixtures 82,87,776.60 1,75,654.90 - 84,63,431.50 42,88,853.00 8,53,520.78 - 51,42,373.78 33,21,057.72 39,98,923.60

Vehicles 1,25,64,858.29 55,05,410.00 - 1,80,70,268.29 93,26,898.24 9,18,108.24 - 1,02,45,006.48 78,25,261.81 32,37,960.05

Total 36,47,83,361.51 3,94,31,534.87 1,49,790.00 40,40,65,106.38 7,55,42,254.39 1,79,05,904.28 8,494.00 9,34,39,664.67 31,06,25,441.71 28,92,41,107.12

Previous Year 21,32,73,884.13 17,34,81,235.11 2,19,71,757.73 36,47,83,361.51 7,83,72,408.22 1,60,54,754.00 1,88,84,907.83 7,55,42,254.39 28,92,41,107.12 13,49,01,475.91

Capital Work in - 6,60,381.20 - 6,60,381.20 - - - - - -

Progress
TITAN BIOTECH LIMITED

Previous Year 13,31,29,187.86 - 1

3,31,29,187.86 - - - - - - -

3. INTANGIBLE ASSETS

(Amt. in `.)

Gross carrying value Depreciation Net Carrying Value

Description As at Additions / Sales / As at As at Additions / Sales / As at As at As at
April 1, Adjustments” Adjustments” March April “ Adjust- Adjust March March March
1, 2019 31, 2020 1, 2019 ments ments 31, 2020” 31, 2020” 31, 2019
Computer Software 42,59,338.00 1,63,747.00 - 44,23,085.00 33,17,399.00 96,293.40 - 34,13,692.40 10,09,392.60 9,41,939.00
Total 42,59,338.00 1,63,747.00 - 44,23,085.00 33,17,399.00 96,293.40 - 34,13,692.40 10,09,392.60 9,41,939.00

Previous Year 41,16,912.00 1,42,426.00 - 42,59,338.00 22,56,311.00 10,61,088.00 - 33,17,399.00 9,41,939.00 18,60,601.00

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4 OTHER FINANCIAL ASSETS (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019

Security Deposits 60,09,554.27 54,72,079.27

Duties & Taxes Demand Dep.(Pending claims) 82,236.28 2,31,791.04
60,91,790.55 57,03,870.31

5 OTHER NON-CURRENT ASSETS (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Unamortized Expenses 29,772.00 59,544.00
29,772.00 59,544.00

6 INVENTORIES (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Raw Material 18,60,14,021.73 12,27,21,907.25
Finished Goods 8,13,24,022.51 7,23,99,886.44
Packing Material 1,10,76,518.57 1,50,50,719.48
Consumable Stores 13,43,104.92 11,59,103.15
27,97,57,667.73 21,13,31,616.32

7 TRADE RECEIVABLE (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Outstanding for a period exceeding six
months (from the due date)
Unsecured, Considered Good 12,04,400.05 13,46,630.21
Doubtful - -
Outstanding for a period less than six months
Unsecured, Considered Good 11,74,20,244.69 9,10,84,107.61
11,86,24,644.74 9,24,30,737.82

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8 CASH AND CASH EQUIVALENTS (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Cash and Cash Equivalents
Balance with Banks:
Current Accounts 1,58,61,823.54 1,67,10,345.91
Cash on hand 24,64,940.41 20,38,113.18
1,83,26,763.95 1,87,48,459.09

9 OTHER BANK BALANCE (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Bank Deposits maturing within 12 months
FDRs against Security Deposits 2,46,185.40 16,12,804.80
2,46,185.40 16,12,804.80

10 CURRENT TAX ASSETS (NET) (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Advance Income tax/TDS - -
Less:Provision for Current Tax - -
- -
CURRENT TAX LIABILITY (NET) (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Provision for Current Tax 2,39,37,679.00 1,37,47,045.00
Less:Advance Income tax/TDS (2,00,87,278.67) (1,19,64,740.32)
38,50,400.33 17,82,304.68

11 OTHER CURRENT ASSETS (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Advances to Suppliers 1,61,23,150.43 1,42,31,307.82
Prepaid Expenses 10,27,399.27 5,39,391.16
Other Miscellaneous Advances 15,62,161.79 7,51,760.14
Balance with Revenue Authorities 63,11,219.63 1,17,04,844.40
2,50,23,931.12 2,72,27,303.52

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12 EQUITY SHARES CAPITAL (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Authorized:
100,00,000 (Previous year ‘100,00,000 Equity Shares ) of `.10/-each. 10,00,00,000.00 10,00,00,000.00
10,00,00,000.00 10,00,00,000.00
Issued:
8263700 (Previous year 8263700) Equity Shares of `.10/- each 8,26,37,000.00 8,26,37,000.00
8,26,37,000.00 8,26,37,000.00
Subscribed and Paid-up:
8263700 (Previous year 8263700) Equity Shares of `.10/- each 8,26,37,000.00 8,26,37,000.00
8,26,37,000.00 8,26,37,000.00

B. Reconciliation of Shares outstanding at the beginning and at the end of year are given below:

As at March 31,2020 As at March 31,2019

Numbers (Amt. in `.) Numbers (Amt. in `.)

Equity Shares outstanding at the 82,63,700 8,26,37,000.00 77,38,700 7,73,87,000.00

beginning of the year
Add: Equity Shares Issued during the year - - 5,25,000 52,50,000.00
Equity Shares outstanding at the 82,63,700 8,26,37,000.00 82,63,700 8,26,37,000.00
end of the year

C. Rights, preferences and restrictions attached to shares

Equity shares
The Company has one class of equity shares having a par value of ` 10 each. Each shareholder is eligible
for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion to their shareholding.
D. Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are
given below:
As at March 31,2020 As at March 31,2019
Name of shareholder Numbers of Percentage Numbers of Percentage
Shares held of Holding Shares held of Holding
1. S.Udit Securities Ltd. - 0.00% 8,60,862 10.42%
2. Titan Securities Limited 26,40,466 31.95% 22,58,831 27.33%
3. Tanita Leasing & Finance Limited 7,84,455 9.49% 7,84,455 9.49%
4. A V B Shares Trading Pvt.Ltd. 12,28,716 14.87% 13,25,000 16.03%
5. Connoisseur Management Services P.Ltd, 5,60,000 6.78% 5,60,000 6.78%

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FINANCIAL LIABILITIES

13 BORROWINGS (NON CURRENT) (Amt. in `.)

Particulars As at March 31,2020 As at March 31,2019

Loan From Bank (A)
Secured
Term Loan 2,38,52,262.21 3,21,71,790.49
Vehicle Loan 21,00,002.83 -
Sub Total (A) 2,59,52,265.04 3,21,71,790.49
Loan from Related Parties (B)
Unsecured 8,95,85,317.00 9,94,88,614.00
Total (A+B) 11,55,37,582.04 13,16,60,404.49
BORROWINGS (CURRENT) (Amt. in `.)

Particulars As at March 31,2020 As at March 31,2019

Loans repayable on demand
From Bank
Working Capital Loans from (secured)
Cash Credit,Packing Credit and Bill Discounting Facilities 11,34,05,293.73 9,67,62,162.98

11,34,05,293.73 9,67,62,162.98

Note: (a) Terms of repayment of Borrowings:

(i) Cash Credit,Packing Credit and Bill Discounting Facilities lending from HDFC Bank repayable on demand and
bear interest of MCLR+0.75% P.A. with repayable amount as on 31.03.2020 is `.113,405,293.73
(ii) Term loan lending from HDFC Bank repayable on equal monthly instalment of `.9,06,447 bear interest
of MCLR+0.75% P.A. with maturity date of 07-09-2023 having Outsanding amount as on 31.03.2020 is
`.3,21,71,790.49
(iii) Vehicle loan lending from HDFC Bank repayable on equal monthly instalment of `. 37992.00 bear interest of
8.70% P.A. with maturity date of 05-12-2022 having principal amount as on 31.03.2020 is ` 1,111,483.41 and
Kotak Bank on equal monthly instalment of `. 1,12,118.00 bear interest of 11.50% P.A. with maturity date of
01.04.2022 having principal as on 31.03.2020 is ` 2475825.00
Note (b) : Charge on secured borrowings is as given below
1 Primary Security
(i) Cash Credit -> Hypothecation by way of the First and Exclusive charge on all present and future stocks and
book debts for CC limit.
(ii) Vehicle loan is hypothecation on specific car.
2 Collateral Security
(i) Industrial Property at G1-636,Tehsil Tizara,Alwar,Industrial Area,Chaupanki,301019,Bhiwadi Industrial
Area,Rajasthan in the name of M/s Peptech Biosciences Limited.
(ii) Industrial Property at Plot No.A-902A,Bhiwadi, RIICO Industrial Area,Rajasthan-301002 in the name of M/s
Titan Biotech Limited.

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(iii) E 540 , Chopanki, Chopanki Industrial Area, Near Highway, Bhiwadi, Rajasthan.
Note (c) : above secured Loans (Other than Vehicle Loan) are personal guarantee of two directors.
The Company has not defaulted on any loans payable during the year.

14 DEFERRED TAX LIABILITIES (NET) (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Deferred Tax Liabilities 1,71,71,452.37 1,43,39,734.64
Less:-Deferred Tax Assets (48,44,464.09) (38,13,247.68)
Total Deferred Tax Liabilities (Net) 1,23,26,988.28 1,05,26,486.96

(Amt. in `.)
Movement in Deferred Tax 2019-20 2018-19
liabilities/ assets balances :-
Deferred tax liabilities / (as Opening Recognised/ Recognised/ Closing Opening Recognised/ Recognised/ Closing
sets ) in relation to:- Balance reversed in Other Balance Balance reversed in Other Balance
through Comprehensive through Profit Comprehensive
Profit or Loss Income or Loss Income

Provision for Employees 31,69,723.81 6,30,691.99 - 38,00,415.80 25,78,119.48 5,91,604.33 - 31,69,723.81

Benefits
Leave Encashment 6,43,523.87 4,00,524.42 10,44,048.29 - 6,43,523.87 6,43,523.87

Total Deferred Tax Assets 38,13,247.68 10,31,216.41 - 48,44,464.09 25,78,119.48 12,35,128.20 - 38,13,247.68
Deferred tax Liabilities in
relation to:-

Depreciation and Amortization 1,39,63,291.92 30,00,544.00 - 1,69,63,835.92 1,01,69,863.92 37,93,428.00 - 1,39,63,291.92

Expense

Re-measurement gain on 3,76,442.72 (1,68,826.27) 2,07,616.45 - - 3,76,442.72 3,76,442.72

defined benefit plans

Total Deferred Tax Liabilities 1,43,39,734.64 30,00,544.00 (1,68,826.27) 1,71,71,452.37 1,01,69,863.92 37,93,428.00 3,76,442.72 1,43,39,734.64

15
PROVISIONS (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Provision for Employees Benefits 1,27,83,530.00 97,57,611.00
Proposed Dividends (including Dividend Distribution Tax) - -
1,27,83,530.00 97,57,611.00

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16
TRADE PAYABLES (Amt. in `.)
Particulars As at As at
March 31,2020 March 31,2019
Due to Micro and Small enterprises (Refer Note 35) - -
Other Trade Payable 4,12,38,203.52 2,14,49,090.65
4,12,38,203.52 2,14,49,090.65

17 OTHER FINANCIAL LIABILITIES (Amt. in `.)

Particulars As at As at
March 31,2020 March 31,2019
Statutory Dues & Expenses Payable 1,95,54,562.60 1,52,01,667.45
Creditors for exp. 29,37,323.26 48,19,679.29
Current Maturity of Long Term Borrowings 98,06,833.86 80,74,346.38
3,22,98,719.72 2,80,95,693.12
18 OTHER CURRENT LIABILITES (Amt. in `.)
Particulars As at As at
March 31,2020 March 31,2019
Advance from customers 1,35,05,206.16 96,85,866.70
1,35,05,206.16 96,85,866.70

19 REVENUE FROM OPRERATIONS (Amt. in `.)

Particulars 2019-2020 2018-2019

Domestic Sales 64,75,40,450.68 50,08,54,691.50
Export Sales 14,68,39,171.99 14,82,25,638.52
Net Revenue from Operations 79,43,79,622.67 64,90,80,330.02

20 OTHER INCOME (Amt. in `.)

Particulars 2019-2020 2018-2019

Foreign Exchange Fluctuation 37,26,390.82 63,55,089.91
Interest Of FDR 2,62,599.70 1,86,630.00
Duty Drawback(Export Sale) 28,572.00 9,159.00
Other Interest(Electricity) - 1,96,702.00
Interest on Income tax refund 2,47,566.00 -
Other Income 2,30,152.61 1,17,555.58
44,95,281.13 68,65,136.49

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21 COST OF MATERIAL CONSUMED : (Amt. in `.)

Particulars 2019-2020 2018-2019

Opening Balance 12,27,21,907.25 12,85,88,654.83
Add : Purchases 46,56,99,373.16 35,96,30,599.80
58,84,21,280.41 48,82,19,254.63
Less: Closing Stock 18,60,14,021.73 12,27,21,907.25
Cost of Material Consumed : 40,24,07,258.68 36,54,97,347.38

22 CHANGE IN INVENTORIES OF FINISED GOODS, WORK IN PROGRESS AND STOCK IN TRADE

(Amt. in `.)
Particulars 2019-2020 2018-2019
Inventories at the beginning of the Financial year
Finished Goods 7,23,99,886.44 3,39,10,760.08
7,23,99,886.44 3,39,10,760.08
Inventories at the end of the Financial year
Finished Goods 8,13,24,022.51 7,23,99,886.44
8,13,24,022.51 7,23,99,886.44
(Increase)/ Decrease in Inventories (89,24,136.07) (3,84,89,126.36)

23 EMPLOYEE BENEFIT EXPENSES (Amt. in `.)

Particulars 2019-2020 2018-2019

Salary & Wages 10,09,78,881.00 8,00,29,892.00
Leave Encashment 15,91,277.00 23,25,888.00
Contribution in ESI & PF 41,93,565.00 34,72,236.00
Bonus Exp. 35,48,864.00 35,02,359.00
Staff Welfare 23,30,998.45 27,89,670.85
Gratuity 25,05,729.00 21,34,938.00
Directors’ Remuneration 96,00,000.00 84,00,000.00
12,47,49,314.45 10,26,54,983.85

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24 FINANCE COST (Amt. in `.)

Particulars 2019-2020 2018-2019
Bank and financial charges 28,53,451.80 16,64,413.95
Interest on Unsecured Loan 93,68,173.00 1,12,69,775.00
Interest on CC limits 75,13,743.89 60,24,358.00
Interest on term loan 32,71,333.82 38,44,382.05
Interest on car loan 3,51,412.01 96,364.60
2,33,58,114.52 2,28,99,293.60

25 DEPRICIATION AND AMORTISATION EXPENSES (Amt. in `.)

Particulars 2019-2020 2018-2019

Depreciation and Amortization Expenses: 1,80,02,197.68 1,71,15,842.00

1,80,02,197.68 1,71,15,842.00

26 OTHER EXPENSES (Amt. in `.)

Particulars 2019-2020 2018-2019
Manufacturing & Operating Overheads
Cartage & Freight Inward 1,40,69,766.80 2,10,70,495.87
Power & Fuel Exp. 3,44,63,159.78 3,12,91,348.95
Repair & Maintenance -Factory 47,87,265.62 27,77,487.33
Lab Exp. 5,16,004.92 3,93,560.39
Consumable Store 26,85,690.03 12,09,461.56
Packing Material 2,26,90,148.36 1,81,89,944.03
Processing Charges 36,80,842.00 17,90,976.30
8,28,92,877.51 7,67,23,274.43
Administrative Expenses
Auditors’ Remuneration - (a) 1,35,000.00 1,35,000.00
Building Repair & Maintance 9,57,906.00 5,02,989.20
Bad Debts Written off - 10,15,719.00
Courier & Postage Charges 5,74,427.74 1,27,803.98
Economic Charges 2,60,348.00 5,21,637.50
Electricity Exp. 14,23,394.05 11,61,855.01
Fee & Subscription 17,29,447.20 3,35,278.00
Fees & Taxes 9,31,592.58 34,64,846.12
General Repair & Maintenance 15,45,033.01 14,08,456.55
Internal Audit Fees 20,000.00 20,000.00
Insurance 3,72,603.53 3,29,753.56
Legal & Professional Charges 17,97,103.76 19,45,471.60
Loss in transit - 3,08,452.76

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Misc.Exp. 14,48,495.14 16,69,547.18

Meeting Exp. 68,289.00 65,271.00
Office Maintenance Exp. 5,81,715.72 5,82,745.18
Rent 43,75,372.00 39,82,192.00
Printing & Stationery 9,78,366.74 4,82,336.18
Security Charges 4,21,698.00 4,16,732.00
Software Exp 3,04,151.00 3,66,061.00
Short & Excess A/c 67.84 1,340.86
Telephone Exp. 7,85,554.72 8,70,895.48
Interest on Demand 1,08,954.00 4,53,401.00
Interest on TDS 2,039.00 5,350.00
Tender Exp. 3,956.74 21,125.78
Vehicle Running & Maintenance Exp. 15,11,772.80 12,60,967.90
Loss on Sale of PPE 60,446.00 6,50,943.00
Preliminary Exp.W/off 29,772.00 29,768.00
2,04,27,506.57 2,21,35,939.84
Selling & Distribution Expenses
Advertisement Exp. 3,63,170.80 5,40,521.00
Business Promotion 1,39,75,999.48 85,79,098.84
Director’s Travelling 27,33,261.53 46,37,719.43
Travelling Exp. 1,05,34,305.94 1,15,25,015.12
Cartage & Freight Outward 85,18,679.77 52,86,748.05
Commission Paid 19,35,062.80 13,98,293.94
3,80,60,480.32 3,19,67,396.38
14,13,80,864.40 13,08,26,610.65
(a) Details of Statutory Auditors remuneration are as follows:
Statutory and Tax Audit Fess 1,35,000.00 1,35,000.00
1,35,000.00 1,35,000.00

27 INCOME TAX EXPENSES (Amt. in `.)

Particulars 2019-2020 2018-2019

Current Tax 2,39,37,679.00 1,37,47,045.00
Deferred Tax 19,69,327.59 25,58,299.80
Earlier year taxes 25,967.00 12,336.00
Mat credit 2,65,262.00 -
2,56,67,711.59 1,63,17,680.80

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The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense
reported in statement of profit and loss is as follows:

(Amt. in `.)

Particulars 2019-2020 2018-2019

Profit before income taxes 9,79,01,290.14 5,54,40,515.39
Indian statutory income tax rate 25.17% 27.82%
Expected income tax expense 2,46,41,754.73 1,54,23,551.38

Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:
Tax on income at different rates - (21,86,030.47)
Effect of tax incentive - (4,62,550.34)
Earlier years tax adjustments (net) 25,967.00 -
Tax impact of expenses which will never be allowed 7,54,692.16 373.61
Others (net) 1,45,730.05 35,42,336.62
Total income tax expense 2,56,67,711.59 1,63,17,680.80

The tax rate used for the year 2019-20 and 2018-19 is the corporate tax rate of 25.17% (22% + surcharge @
10% and cess @ 4%) and 27.82% (25% + surcharge @ 7% and cess @ 4%) respectively payable on taxable
profits under the Income Tax Act, 1961.Significant components of net deferred tax assets and liabilities for the
year ended March 31, 2020 are given in Note 14.

28 EARNING PER SHARE (Amt. in `.)

Particulars 2019-2020 2018-2019
Profit/ (Loss) for the period 7,06,57,746.55 3,52,23,102.94
Weighted average number of shares used in the calculation of EPS:
Weighted average number of Basic Equity Shares outstanding 82,63,700 82,63,700
Shares deemed to be issued for no consideration in respect of
Employee Stock Options
Weighted average number of Diluted Equity Shares outstanding 82,63,700 82,63,700
Face value of per share 10.00 10.00
Basic EPS 8.55 4.26
Diluted EPS 8.55 4.26

29 Discontinuing Operations
The Company has not discontinued any operation during the year under audit. Hence there are no detail which
need to be disclosed as required by Ind AS 105 .

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30 Disclosure required by Indian Accounting Standard (Ind AS) 19 on “Employee Benefits”:

Defined Benefit Plan-Gratuity
Table I: Assumptions (Amt. in `.)
Assumptions 31.03.2020 31.03.2019
Discount Rates 6.41% 7.43%
Rate of increase in Compensation levels 11.50% 11.50%
Rate of Return on Plan Assets NA NA
Expected Future Service 26.80 Years 26.59 Years

Table II: Service Cost (Amt. in `.)

Particulars 31.03.2020 31.03.2019
Current Service Cost 17,80,739.00 13,49,765.00
“Past Service Cost (including curtailment Gains/Losses)“ - -
Gains or losses on Non Routine settlements - -
Total 17,80,739.00 13,49,765.00

Table III: Net Interest Cost (Amt. in `.)

Assumptions 31.03.2020 31.03.2019
Interest Cost on Defined Benefit Obligation 7,24,990.00 7,24,693.00
Interest Income on Plan Assets - -
Net Interest Cost (Income) 7,24,990.00 7,24,693.00

Table IV: Change in Present Value of Obligations (Unfunded) (Amt. in `.)

Assumptions 31.03.2020 31.03.2019
Opening of defined benefit obligations 97,57,612.00 92,33,053.00
Service cost 17,80,739.00 13,49,765.00
Interest Cost 7,24,990.00 7,24,693.00
Benefit Paid (1,50,554.00) (1,95,240.00)
Actuarial (Gain)/Loss on total liabilities: 6,70,744.00 (13,54,659)
- due to change in financial assumptions 6,27,370.00 5,667
- due to change in demographic assumptions - (17,15,085)
- due to experience variance 43,374.00 3,54,759

Closing of defined benefit obligation (Non-Funded) 1,27,83,531.00 97,57,612.00

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Table V: Other Comprehensive Income (Amt. in `.)

Assumptions 31.03.2020 31.03.2019

Opening amount recognized in OCI outside P&L account - -
Actuarial (gain) / loss on liabilities 6,70,744.00 (13,54,659.00)
Actuarial (gain) /loss on assets - -
Closing amount recognized in OCI outside P&L account 6,70,744.00 (13,54,659.00)

Table VI: The amount to be recognized in Balance Sheet Statement (Amt. in `.)
Assumptions 31.03.2020 31.03.2019
Present Value of Obligations - -
Fair value of plan assets - -
Net Obligations 1,27,83,531.00 97,57,612.00
Amount not recognized due to asset limit - -
Net defined benefit liability / (assets) recognized in
balance sheet (Unfunded) 1,27,83,531.00 97,57,612.00

Table VII: Expense Recognized in Statement of Profit and Loss (Amt. in `.)
Assumptions 31.03.2020 31.03.2019
Service cost 17,80,739.00 13,49,765.00
Net Interest Cost 7,24,990.00 7,24,693.00
“Expenses Recognized in the statement of Profit & Loss“ 25,05,729.00 20,74,458.00

Table VIII: Change in Net Defined Obligations (Unfunded) (Amt. in `.)

Assumptions 31.03.2020 31.03.2019
Opening of Net defined benefit liability 97,57,612.00 92,33,053.00
“Service cost“ 17,80,739.00 13,49,765.00
Net Interest Cost 7,24,990.00 7,24,693.00
Re-measurements 6,70,744.00 (13,54,659.00)
Contribution paid to fund (1,50,554.00) (1,95,240.00)
Closing of Net defined benefit liability 1,27,83,531.00 97,57,612.00

Table IX: Reconciliation of Expense in Profit and Loss Statement (Amt. in `.)
Assumptions 31.03.2020 31.03.2019
Present Value of Obligation as at the end of the year 1,27,83,531.00 97,57,612.00
Present Value of Obligation as at the beginning of the year 97,57,612.00 92,33,053.00
Benefit Paid (1,50,554.00) (1,95,240.00)
Actual Return on Assets - -
OCI 6,70,744.00 (13,54,659.00)
Expenses Recognised in the Statement of Profit and Loss 25,05,729.00 20,74,458.00

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Table X: Reconciliation of Liability in Balance Sheet( (Amt. in `.)

Assumptions 31.03.2020 31.03.2019
“Opening net defined benefit liability / (asset)“ 97,57,612.00 92,33,053.00
Expense charged to profit and loss account 25,05,729.00 20,74,458.00
Amount recognized outside profit & loss account - -
Employer Contributions (1,50,554.00) (1,95,240.00)
OCI 6,70,744.00 (13,54,659.00)
Closing net defined benefit liability / (asset) (Unfunded) 1,27,83,531.00 97,57,612.00

Table XI: Sensitivity Analysis

Following table shows the sensitivity results on liability due to change in the assumptions:
(Amt. in `.)
Item 31.03.2020 Impact (Absolute) Impact %
Base Liability 1,27,83,531.00
Increase Discount Rate by 0.50% 1,24,67,915.00 (3,15,616.00) -2.47%
Decrease Discount Rate by 0.50% 1,31,15,855.00 3,32,324.00 2.60%
Increase Salary Inflation by 1.00% 1,33,67,157.00 5,83,626.00 4.57%
Decrease Salary Inflation by 1.00% 1,22,29,820.00 (5,53,711.00) -4.33%
Increase Salary Inflation by 5.00% 1,18,88,445.00 (8,95,086.00) -7.00%
Decrease Salary Inflation by 5.00% 1,41,00,890.00 13,17,359.00 10.31%
Note:
1 The base liability is calculated at discount rate of 6.41% per annum and salary inflation rate of 11.50% per
annum for all future years.
2 Liabilities are very sensitive to salary escalation rate, discount rate & withdrawal rate.
3 Liabilities are very less sensitive due to change in mortality assumptions. Hence, sensitivities due to
change in mortality are ignored.

Item 31.03.2019 Impact (Absolute) Impact %
Base Liability 97,57,612.00
Increase Discount Rate by 0.50% 89,33,429.00 (8,24,183.00) -8.45%
Decrease Discount Rate by 0.50% 97,75,217.00 17,605.00 0.18%
Increase Salary Inflation by 1.00% 1,00,76,610.00 3,18,998.00 3.27%
Decrease Salary Inflation by 1.00% 86,59,129.00 (10,98,483.00) -11.26%
Increase Salary Inflation by 5.00% 83,32,996.00 (14,24,616.00) -14.60%
Decrease Salary Inflation by 5.00% 1,11,83,496.00 14,25,884.00 14.61%

Note:
1 The base liability is calculated at discount rate of 7.85% per annum and salary inflation rate of 12.00% per
annum for all future years.
2 Liabilities are very sensitive to salary escalation rate, discount rate & withdrawal rate.
3 Liabilities are very less sensitive due to change in mortality assumptions. Hence, sensitivities due to
change in mortality are ignored.

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Table XII: Maturity Profile of Defined Benefit Obligation (Valued on undiscounted basis)
(Amt. in `.)
Particulars 31.03.2020 31.03.2019
Year 1 15,11,184.00 12,90,883.00
Year 2 15,36,504.00 12,32,440.00
Year 3 15,65,605.00 12,01,049.00
Year 4 18,11,337.00 11,86,074.00
Year 5 13,82,949.00 13,49,761.00
After 5 Year 1,10,90,258.00 89,92,243.00

Total 1,88,97,837.00 1,52,52,450.00

31 Disclosures of Provisions required by Indian Accounting Standards (Ind AS) 37 on “Provisions, Con-
tingent Liabilities and Contingent Assets”:
In the opinion of the Management , there are no provisions for which disclosure is required during the financial
year 2019-20 as per Indian Accounting Standard (Ind AS) 37 on “Provisions, Contingent Liabilities and Contin-
gent Assets”.

32 Contingent Liabilities and Commitments

In the opinion of the Management , there are no contingent liabilities and capital commitments which needs to
be disclosed in the financial statements.
33 Gain or loss on foreign currency transaction and translation:
The Company has made a gain of `. 37,26,390.82 and ` .63,55,089.91 on account of foreign currency trans-
actions during the financial year 2019-20 and 2018-19 respectively due to exchange price fluctuation.

34 Segment Reporting
A. Primary Segment Reporting (by Business Segment):
Based on the guiding principles given in Ind AS 108 - “Operating segments”, the Company is primarily
engaged in the business of Biological Products. As the Company’s business activity falls within a single
primary business segment, the disclosure requirements of Ind AS-108 in this regard are not applicable.
B. Secondary Segment Reporting (by Geographical demarcation): (Amt. in `.)

Particulars 2019-2020 2018-2019

Revenue from Operation
Domestic 64,75,40,450.68 50,08,54,691.50
Overseas 14,68,39,171.99 14,82,25,638.52
Total 79,43,79,622.67 64,90,80,330.02

35 Information related to Micro, Small and Medium Enterprises : The Company has not received informa-
tion from vendors regarding their status under the Micro,Small and Medium Enterprises Development
act, 2006 and hence, disclosures relating to amounts unpaid as at the year end together with interest
paid / payable under this Act has not been given.

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36 Disclosure under Regulation 34 (3) of Securities and Exchange Board of India (SEBI) (listing obligations
and disclosure requirements) Regulations, 2015
Loans and advances (excluding advance towards equity) in the nature of loans and advances given to Subsid-
iaries, Joint Ventures, Associates and Firms/Companies in which directors are interested:
(Amt. in `.)
Year ended 31/03/2020 Year ended 31/03/2019
Balance Maximum Balance Maximum
at year end Outstanding at year end Outstanding

(a). Related Party:
(a) Titan Securities Limited - - - -
(b) Tanita Leasing & Finance Limited - - - -
(c) Connoisseur Management - - - -
Services Private Limited
(d) Tee Eer Securities & Financial - - - -
Services Private Limited
(e) Titan Media Limited - - - -

37 Related Party Disclosures:
A. List of Related Parties:
i. Significant influence over, the entity;
(a) Titan Securities Limited
ii. Other related parties
(a) Tanita Leasing & Finance Limited
(b) Connoisseur Management Services Private Limited
(c) Tee Eer Securities & Financial Services Private Limited
(d) Titan Media Limited
(e) Phoenix Bio Sciences Private Ltd
(f) Stalwart Nutritions Private Ltd.
(g) Emprise Production Private Ltd.
iii. Key Managerial Personnel (KMP):
(a) Mr.Naresh Kumar Singla (Managing Director)
(b) Mr.Suresh Chand Singla (Managing Director)
(c) Mr.Charanjit Singh (Company Secretary)
(d) Mr.Prem Shankar Gupta (C.F.O)
iv. Relatives of Key Managerial Personal:
(a) Mr. Udit Singla
(b) Mr. Shivom Singla
(c) Ms. Supriya Singla
(d) Mr. Raja Singla

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B. Disclosure of transactions between the Company and Related Parties during the year in the ordinary
course of business and status of outstanding balances at year end:
(a). Details of significant transactions with related parties: (Amt. in `.)

Particulars Relationship 2019-20 2018-19

Finance Costs
Titan Securities Limited Significant influence over, 45,96,150.00 60,96,523.00
the entity;
Tanita Leasing & Finance Limited Other related parties 15,90,977.00 16,96,675.00
Connoisseur Management Services Other related parties 8,92,460.00 12,12,340.00
Private Limited
Tee Eer Securities & Financial Other related parties 1,52,876.00 1,80,000.00
Services Private Limited
Titan Media Limited Other related parties 13,34,867.00 7,45,742.00
85,67,330.00 99,31,280.00
Dividend Issued
Titan Securities Limited Significant influence over, - 15,25,373.25
the entity;
Borrowings (Non-Current) (Net)
Titan securities limited Significant influence over, 1,30,20,255.00 (3,56,51,485.00)
the entity;
Tanita Leasing & Finance Limited Other related parties (18,69,013.00) 44,00,000.00
Connoisseur Management Services Other related parties (58,33,924.00) (42,25,000.00)
Private Limited
Tee Eer Securities & Financial Other related parties 7,00,000.00 20,00,000.00
Services Private Limited
Titan Media Limited Other related parties (33,76,422.00) 1,80,00,000.00

26,40,896.00 (1,54,76,485.00)
Revenue from Operations
Stalwart Nutritions Private Ltd. Other related parties 1,22,720.00 -

Expenditure
Emprise Production Private Ltd. Other related parties 3,00,000.00 -

Cost of Material Consumed

Phoenix Bio Sciences Private Ltd Other related parties 4,75,46,900.00 1,90,71,800.00

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(b). Details of significant transactions with Key Managerial Personnel and relatives: (Amt. in `.)
Particulars Relationship 2019-20 2018-19
short-term employee benefits;
Directors’ Remuneration
Mr.Naresh Kumar Singla KMP 48,00,000.00 42,00,000.00
(Managing Director)
Mr.Suresh Chand Singla KMP 48,00,000.00 42,00,000.00
(Managing Director)
96,00,000.00 84,00,000.00
Leave Encashment
Mr.Prem Shankar Gupta (C.F.O) KMP 38,176.00 36,382.00
Mr. Charanjit Singh KMP 40,488.00 50,221.00
(Company Secretary)
78,664.00 86,603.00
Salary & Wages
Udit Singla Relative of KMP 37,20,000.00 15,00,000.00
Shivom Singla Relative of KMP 37,20,000.00 15,00,000.00
Raja Singla Relative of KMP 23,40,000.00 -
Mr.Charanjit Singh KMP 14,67,824.00 13,48,481.00
(Company Secretary)
Mr.Prem Shankar Gupta (C.F.O) KMP 11,52,228.00 10,63,493.00
Ms. Supriya Singla Relative of KMP 37,20,000.00 15,00,000.00
1,61,20,052.00 69,11,974.00
Bonus
Udit Singla Relative of KMP 1,54,938.00 62,475.00
Shivom Singla Relative of KMP 1,54,938.00 62,475.00
Raja Singla Relative of KMP - -
Mr.Charanjit Singh KMP 57,929.00 67,397.00
(Company Secretary)
Mr.Prem Shankar Gupta (C.F.O) KMP 73,362.00 57,277.00
Ms. Supriya Singla Relative of KMP 1,54,938.00 62,475.00
5,96,105.00 3,12,099.00

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(c). Details of significant balances with Associates, KMPs, other related parties:- (Amt. in `.)

Particulars Relationship As at As at
31st March 2020 31st March 2019
Borrowings (Non-Current)
Titan Securities limited Significant influence over, 4,45,44,014.00 4,42,35,318.00
the entity;
Tanita Leasing & Finance Limited Other related parties 2,30,51,323.00 2,10,24,000.00
Connoisseur Management Services Other related parties 83,95,372.00 1,42,29,296.00
Private Limited
Tee Eer Securities & Financial Services Other related parties - 20,00,000.00
Private Limited
Titan Media Limited Other related parties 1,35,94,608.00 1,80,00,000.00

8,95,85,317.00 9,94,88,614.00
Trade Payable
Phoenix Bio Sciences Private Ltd Other related parties 1,37,11,680.00 38,38,254.00
Trade Receivables
Stalwart Nutritions Private Ltd. Other related parties 57,820.00 -

Other Financial Liabilities (Current)

Mr.Naresh Kumar Singla KMP 3,04,530.00 2,53,250.00
(Managing Director)
Mr. Suresh Chand Singla KMP 3,02,720.00 2,58,330.00
(Managing Director)
Udit Singla Relative of KMP 4,34,138.00 1,46,735.00
Shivom Singla Relative of KMP 4,62,528.00 1,60,675.00
Raja Singla Relative of KMP 1,72,140.00 -
Mr.Prem Shankar Gupta (C.F.O) KMP 1,87,670.00 1,68,742.00
Mr.Charanjit Singh KMP 2,18,872.00 2,09,300.00
(Company Secretary)
Ms. Supriya Singla Relative of KMP 2,82,230.00 1,75,475.00

23,64,828.00 13,72,507.00

The Company has been advised that the computation of net profit for the purpose of Director’s Remuneration
under section 197 of the Companies Act, 2013 need not be enumerated since no commission has been paid to the
Directors. The Company has paid fixed monthly remuneration to the Director as per Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014.

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38 Financial instruments
(I) Financial instruments by category“ (Amt. in `.)
Particulars As at 31st March 2020 As at 31st March 2019
Carrying Value Fair Value Carrying Value Fair Value

Financial Assets
Measured at amortised cost
Trade Receivable 11,86,24,645 11,86,24,644.74 9,24,30,738 9,24,30,737.82
Cash and Cash Equivalents 1,83,26,764 1,83,26,763.95 1,87,48,459 1,87,48,459.09
Other Bank Balance 2,46,185 2,46,185.40 16,12,805 16,12,804.80
Other Financial Assets Non Current 60,91,791 60,91,790.55 57,03,870 57,03,870.31
Total Financial Assets 14,32,89,385 14,32,89,385 11,84,95,872 11,84,95,872
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 11,55,37,582.04 11,55,37,582.04 13,16,60,404 13,16,60,404
Borrowings-Current 11,34,05,293.73 11,34,05,293.73 9,67,62,163 9,67,62,163
Trade Payables 4,12,38,203.52 4,12,38,203.52 2,14,49,091 2,14,49,091
Other financial Liabilities 3,22,98,719.72 3,22,98,719.72 2,80,95,693 2,80,95,693
Total Financial liabilities 30,24,79,799 30,24,79,799 27,79,67,351 27,79,67,351

(II) Fair value measurement

The following table shows the levels within the hierarchy of financial assets measured at fair value on a recur-
ring basis at 31 March 2020 and 31 March 2019 :
(Amt. in `.)
Particulars Fair values As at As at
hierarchy (Level) 31st March 2020 31st March 2019
Financial Assets
Measured at amortised cost
Trade Receivable 3 11,86,24,644.74 9,24,30,737.82
Cash and Cash Equivalents 3 1,83,26,763.95 1,87,48,459.09
Other Bank Balance 3 2,46,185.40 16,12,804.80
Other Financial Assets Non Current 3 60,91,790.55 57,03,870.31
Total Financial Assets 14,32,89,384.64 11,84,95,872.02
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 3 11,55,37,582.04 13,16,60,404.49
Borrowings-Current 3 11,34,05,293.73 9,67,62,162.98
Trade Payables 3 4,12,38,203.52 2,14,49,090.65
Other financial Liabilities 3 3,22,98,719.72 2,80,95,693.12
Total Financial liabilities 30,24,79,799.01 27,79,67,351.24

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(III) Fair values hierarchy

“Fair value of the financial instruments is classified in various fair value hierarchies based on the following three
levels:“
Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.
“Level 2: Inputs other than quoted price included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).“
The fair value of financial instruments that are not traded in an active market is determined using market
approach and valuation techniques which maximise the use of observable market data and rely as little as
possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable,
the instrument is included in Level 2.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
If one or more of the significant inputs is not based on observable market data, the fair value is determined
using generally accepted pricing models based on a discounted cash flow analysis, with the most significant
inputs being the discount rate that reflects the credit risk of counterparty
The fair value of trade receivables, trade payables and other current financial assets and liabilities is consid-
ered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are
non-current in nature, the same has been classified as Level 3 and fair value determined using discounted
cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is
insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the
best estimate of fair value.
There has been no change in the valuation methodology for Level 3 inputs during the year. The Company
has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no
transfers between Level 1 and Level 2 during the year.
Financial Risk Management Objectives And Policies
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity
risk. The Company’s primary risk management focus is to minimize potential adverse effects of market risk
on its financial performance. The Company’s risk management assessment and policies and processes are
established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls,
and to monitor such risks and compliance with the same. Risk assessment and management policies and
processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The
Board of Directors and the Audit Committee is responsible for overseeing the Company’s risk assessment and
management policies and processes.
The Company’s financial risk management policy is set by the management. Market risk is the risk of loss of
future earnings, fair values or future cash flows that may result from a change in the price of a financial in-
strument. The value of a financial instrument may change as a result of changes in the interest rates, foreign
currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.
The Company manages market risk which evaluates and exercises independent control over the entire pro-
cess of market risk management. The management recommend risk management objectives and policies,
which are approved by Senior Management and the Audit Committee.
a) Credit risk
“Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instru-
ment fails to meet its contractual obligations, and arises principally from the Company’s receivables from
customers. Credit risk arises from cash held with banks as well as credit exposure to clients, including
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 TITAN BIOTECH LIMITED

outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of
the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial
assets. The Company assesses the credit quality of the counterparties, taking into account their financial
position, past experience and other factors. The Company establishes an allowance for doubtful debts
and impairment that represents its estimate of incurred losses in respect of trade and other receivables
and investments.“
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each cus-
tomer. The demographics of the customer, including the default risk of the industry and country in which
the customer operates, also has an influence on credit risk assessment. Credit risk is managed through
continuously monitoring the creditworthiness of customers to which the Company grants credit terms in
the normal course of business. An impairment analysis is performed at each reporting date on an individu-
al basis for major customers. The history of receivables shows a negligible provision for bad and doubtful
debts.
i) Concentration of Trade Receivables
The Company’s exposure to credit risk for Trade Receivables is presented as below.
(Amt. in `.)
Particulars As at As at
31st March 2020 31st March 2019
Trade Receivables (Bulk purchaser) 7,92,39,894.95 5,40,08,871.73
Trade Receivables (Culture Media ) 1,96,03,648.06 2,03,70,038.50
Trade Receivables (Export) 1,97,81,101.73 1,80,51,827.59
Total 11,86,24,644.74 9,24,30,737.82
ii) Credit risk exposure
Provision for expected credit losses
As at 31 March 2020 (Amt. in `.)
Particulars Estimated gross Expected credit carrying amount
Carrying amount losses net of impairment
at default provision
Trade Receivable 11,86,24,644.74 - 11,86,24,644.74
Cash and Cash Equivalents 1,83,26,763.95 - 1,83,26,763.95
Other Bank Balance 2,46,185.40 - 2,46,185.40
Other Financial Assets Non Current 60,91,790.55 - 60,91,790.55
Total 14,32,89,384.64 - 14,32,89,384.64

As at 31 March 2019 (Amt. in `.)

Particulars Estimated gross Expected credit carrying amount
Carrying amount losses net of impairment
at default provision
Trade Receivable 9,34,46,456.82 10,15,719.00 9,24,30,737.82
Cash and Cash Equivalents 1,87,48,459.09 - 1,87,48,459.09
Other Bank Balance 16,12,804.80 - 16,12,804.80
Other Financial Assets Non Current 57,03,870.31 - 57,03,870.31
Total 11,95,11,591.02 10,15,719.00 11,84,95,872.02

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Reconciliation of loss provision – expected credit losses (Amt. in `.)

Reconciliation of loss allowance Trade Receivables

Loss allowance on 31 March 2019 -
Impairment loss recognised/reversed during the year -
Loss allowance on 31 March 2020 -

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become
due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due.
Maturities of financial liabilities
The tables below analyze the company’s financial liabilities into relevant maturity groupings based on
their contractual maturities:
(Amt. in `.)
Contractual maturities of Total Carrying On Demand on due within Over 1 year Over 3 year
financial liabilities as at Value Payable 1 Year within 3 year within 5 year
March 31, 2020
Trade Payables 4,12,38,203.52 - 4,12,38,203.52 - -
Borrowings 22,89,42,875.77 11,88,93,930.42 8,40,96,680.31 2,59,52,265.04 -
Other financial Liabilities 3,22,98,719.72 1,85,07,102.32 1,37,91,617.40 - -
Total 30,24,79,799.01 13,74,01,032.74 13,91,26,501.23 2,59,52,265.04 -

(Amt. in `.)
Contractual maturities of Total Carrying On Demand on due within Over 1 year Over 3 year
financial liabilities as at Value Payable 1 Year within 3 year within 5 year
March 31, 2019
Trade Payables 2,14,49,090.65 - 2,14,49,090.65 - -
Borrowings 22,84,22,567.47 10,78,73,694.83 8,83,77,082.15 2,73,73,261.86 47,98,528.63
Other financial Liabilities 2,80,95,693.12 1,66,17,859.70 1,14,77,833.42 - -
Total 27,79,67,351.24 12,44,91,554.53 12,13,04,006.22 2,73,73,261.86 47,98,528.63

c) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from
adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates and
commodity prices) or in the price of market risk-sensitive instruments as a result of such adverse changes
in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments and
all short term and long-term debt. The Company is exposed to market risk primarily related to foreign
exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company’s
exposure to market risk is a function of investing and borrowing activities.
(i) Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate
because of changes in foreign exchange rates.
The Company has international transactions and is exposed to foreign exchange risk arising from foreign

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currency transactions (imports and exports). Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency that is not the Company’s
functional currency. The Company does not hedge its foreign exchange receivables/payables.
The following table sets forth information relating to foreign currency exposure (other than risk arising
from derivatives disclosed below):
(a) Foreign currency risk exposure:
Particulars As at 31st March 2020 As at 31st March 2019
FC INR FC INR
Financial Assets
Trade Receivables
USD 2,45,339.53 1,97,81,101.73 2,44,595.49 1,80,50,975.02
EURO - - 11.60 852.57
Total 1,97,81,101.73 1,80,51,827.59
Financial Liabilities
Trade Payables
USD - - 12,530.27 9,24,183.50
Total - 9,24,183.50
(b) ‘Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency de-
nominated financial instruments.
(Amt. in `.)
Particulars As at 31st March 2019 As at 31st March 2018
Increase decrease Increase decrease
By 5% By 5% By 5% By 5%
Financial Assets
Trade Receivables
USD 9,89,055.09 (9,89,055.09) 9,02,548.75 (9,02,548.75)
EURO - - 42.63 (42.63)
Total 9,89,055.09 (9,89,055.09) 9,02,591.38 (9,02,591.38)
Financial Liabilities
Trade Payables
USD - - (46,209.18) 46,209.18
Total - - (46,209.18) 46,209.18

(ii) Interest rate risk

The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to
interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will
fluctuate because of a change in market interest rates.

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The Company’s variable rate borrowing is subject to interest rate. Below is the overall exposure
of the borrowing:
(Amt. in `.)
Particulars As at As at
31st March 2020 31st March 2019
Variable rate borrowing 13,72,57,555.94 12,89,33,953.47
Fixed rate borrowing 9,16,85,319.83 9,94,88,614.00
Total 22,89,42,875.77 22,84,22,567.47
Sensitivity

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest
rates.
(Amt. in `.)
Particulars As at As at
31st March 2020 31st March 2019

Interest rates – decrease by 50 basis points 1,21,47,293.70 1,14,10,654.88
Interest rates – increase by 50 basis points (1,21,47,293.70) (1,14,10,654.88)

(IV) Capital management

The capital structure of the Company consists of equity, debt, cash and cash equivalents. The Company’s ob-
jective for capital management is to maintain the capital structure which will support the Company’s strategy to
maximize shareholder’s value, safeguarding the business continuity and help in supporting the growth of the
Company.

39 The Board of Directors of the Company has recommended a dividend of ` 1/- per Equity Share for the Financial
Year ended on 31st March, 2020. The dividend will be paid after approval of the same by the shareholders in
the Annual General Meeting.

40 Additional information related to Foreign Exchange Inflow and outflow are as under:

A. Outflow in foreign currency: (Amt. in lacs of `.)

Particulars 2019-2020 2018-2019

Goods Purchased 1,513.66 2,053.60
Advance payment to Suppliers 105.83 141.04
Travelling Exp. 83.94 104.89
Exhibition Exp. 43.40 38.22

B. Inflow in Foreign Exchange: (Amt. in lacs of `.)

Particulars 2019-2020 2018-2019
Gross Receipts from Export Sales 1,468.39 1,482.25
Advance received against Orders 115.69 65.56

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41 The accounts of Sundry Debtors and Creditors are subject to confirmation / reconciliation and adjustment,
if any. The Management does not expect any material difference affecting the current year’s financial state-
ments. In the opinion of the management, the current assets, loans and advances are expected to realize at
least the amount at which they are stated, if realized in the ordinary course of business and provision for all
known liabilities have been adequately made in the books of accounts.

42 Additional information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated
as Subsidiaries/Associates/Joint Ventures:-

Name of the Net assets i.e. total Share in profit or Loss Share in other Share in total compre-
entity in the assets minus total liablilities comprehensive hensive income
group income

As % of Amount As % of Amount As % of Amount As % of Amount

Consoli - Consoli- consoli- total
dated net dated dated Compre-
assets profit other hensive
or loss compre- income
hensive
income
Parent

Titan Biotech 91.02% 37,81,33,846.69 79.13% 6,20,14,184.36 93.91% (4,71,374.37) 79.03% 6,15,42,809.99
Limited
Subsidiaries
Indian
1. Peptech Bio- 3.32% 1,37,99,410.40 11.03% 86,43,562.19 3.23% (16,224.63) 11.08% 86,27,337.56
science Limited
Non-controlling
Interests in all
subsidiaries
1. Peptech Bio- 5.66% 2,35,16,790.13 9.85% 77,16,457.00 2.85% (14,318.73) 9.89% 77,02,138.27
science Limited
Total 100.00% 41,54,50,047.22 100.00% 7,83,74,203.55 100.00% (5,01,917.73) 100.00% 7,78,72,285.82

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Comparative period 18-19 (Amt. in `.)

Name of the Net assets i.e. total Share in profit or Loss Share in other Share in total
entity in the assets minus total comprehensive comprehensive income
group liablilities income
As % of Amount As % of Amount As % of Amount As % of Amount
Consoli - Consoli- consoli- total
dated net dated dated Compre-
assets profit other hensive
or loss compre- income
hensive
income
Parent
Titan Biotech Limited 93.78% 31,65,91,036.70 78.74% 3,08,03,850.74 98.24% 9,60,990.08 79.21% 3,17,64,840.82

Subsidiaries 
Indian
1. Peptech 1.53% 51,72,072.84 11.30% 44,19,252.20 0.94% 9,151.52 11.04% 44,28,403.72
Biosciences
Limited
Non-control-
ling Inter-
ests in all
subsidiaries
1. Peptech 4.68% 1,58,14,651.86 9.97% 38,99,731.65 0.83% 8,075.68 9.74% 39,07,807.33
Biosciences
Limited

Total 100.00% 33,75,77,761.40 100.00% 3,91,22,834.59 100% 9,78,217.28 100.00% 4,01,01,051.87

43 Previous year’s figures have been reclassified / regrouped wherever necessary to conform to current year’s
classification / disclosure.

44 The financial statements were approved by the the Board of Directors and authorised for issue on June 30,
2020.

For Titan Biotech Limited

Auditor’s Report
As per our separate report of even date attached

For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706

Sunita Agrawal Charanjit Singh Prem Shankar Gupta

F.C.A.Partner Co-Secretary Chief Financial Officer
M.No.095196 ACS-12726

Place : Delhi
Date : 30.06.2020

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Notes

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Notes

196