Titan Bio 21
Titan Bio 21
Titan Bio 21
INDEX
Company Information 2
Notice of AGM 3-35
Corporate Governance Report 36-62
Certificate on Corporate Governance 63
CFO/CEO Certification 64
Declaration on Compliance of code of conduct 65
Certificate for No Disqualification of Directorship 66-67
Directors Report 68-81
Management Disscussion and Analysis Report 82-86
Annexures to Director Report 87-109
Auditor Report on Standalone Financial Statements 110-118
Standalone Balance Sheet 119-120
Standalone Profit & Loss Account 121-122
Standalone Cash Flow Statement 123-124
Disclosure in Accordance with Regulation 52(4) SEBI(LODR) Regulation, 2015 125
Standalone Statements of Changes in Equity 126
Notes to the Standalone Financial Statements 127-163
Auditors Report on Consolidated Financial Statements 164-171
Consolidated Balance Sheet 172-173
Consolidated Profit & Loss Account 174-175
Consolidated Cash Flow Statement 176-177
Consolidated Statements of Changes in Equity 178
Notes to the Consolidated Financial Statements 179-217
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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. Rohit Jain Additional Director
Mrs. Rekha Dalmia Director
Registered Office
A-902A, RIICO Industrial Area, Phase- III, Bhiwadi, Rajasthan - 301 019
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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
NOTICE
Notice is hereby given that 29th Annual General Meeting of the members of Titan Biotech Limited will
be held on Friday, 24th September, 2021 at 3:00 P.M. through Video Conferencing (“VC”) / Other Audio
Visual Means (“OAVM”) to transact the following business:-
ORDINARY BUSINESS:
“RESOLVED THAT the Audited Financial Statements i.e. Standalone and Consolidated Balance
Sheet of the Company as at 31st March, 2021 and Standalone and Consolidated Profit and Loss
Account of the Company for the year ended as on the said date together with the Schedules, Notes
on Accounts and Cash Flow Statement (‘Annual Financial Statement’) and the report of Auditors
and Directors including annexures thereon be and are hereby considered, approved and adopted.”
“RESOLVED THAT final dividend of Rs.1.50 per share be and is hereby approved for distribution
to members of the Company.”
3. TO APPOINT DIRECTOR IN PLACE OF MRS. MANJU SINGLA (DIN NO. 00027790), WHO
RETIRES BY ROTATION AT THIS ANNUAL GENERAL MEETING, AND BEING ELIGIBLE,
OFFERS HERSELF FOR REAPPOINTMENT.
“RESOLVED THAT Mrs. Manju Singla (DIN No. 00027790) who retires by rotation be and is hereby
reappointed as Director of the Company liable to retire by rotation.”
SPECIAL BUSINESS:
To consider and if thought fit, to pass, with or without modification(s), the following resolution as
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 (a part
from temporary loans obtained from the Company’s Bankers 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.”
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. 25 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.”
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
To consider and if thought fit, to pass, with or without modification(s), the following resolution
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 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 25 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.”
To consider and if thought fit, to pass, with or without modification(s), the following resolution
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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 29th
Annual General Meeting till the conclusion of 30th Annual General Meeting upto a maximum limit of
Rs. 60 Crores (Rupees Sixty Crores);
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.”
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
“RESOLVED THAT in pursuance of Sections 196, 197, 198 and other applicable provisions read
with Schedule V to the Companies Act, 2013 (the Act), as amended or re-stated from time to time,
read with the Articles of Association of the Company, on the basic of recommendation of Nomination
& Remuneration Committee and approval of Board of Director of Company, the consent of Company
be and is hereby accorded the re-appointment of Mr. Naresh Kumar Singla (DIN: 00027448) as
Managing Director of the Company for a further term of Five years beginning from 1st April, 2021
to 31st March, 2026, not liable to retire by rotation, on such remuneration and other terms and
conditions as are detailed below, subject however to the condition that whenever in respect of a
particular year the proposed remuneration is not in conformity with the aforesaid provisions, as
applicable at the relevant time, the remuneration in respect of that financial year shall be restricted
to the maximum payable under the said provisions:
a. Consolidated Salary: Rs. 400,000/- per month w.e.f. 1st April, 2021 subject to increase after 1
year on the basis of recommendation of Nomination & Remuneration Committee, but upto a
maximum of Rs. 6,00,000/- per month upto 31st March, 2026.
RESOLVED FURTHER THAT the Nomination and Remuneration Committee of the Board of
Directors of the Company, authorized to vary, alter and change the terms and conditions of the
aforesaid re-appointment including the remuneration to be paid to him as Managing Director of the
Company, which shall be well within the permissible limit and accordance with the provisions of
section 197 read with Schedule V of the Companies Act, 2013;
RESOLVED FURTHER THAT any Director or Company Secretary of the Company authorized to do
all such acts, deeds and things as may be required, considered necessary or incidental thereto, and
to settle any question(s), difficulty(ies) or matter(s) that may arise in interpretation, implementation
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
or execution of the intent of the aforesaid resolution and to seek and obtain requisite consents and/
or approvals including approval of the Central Government, as the Board of Directors may deem fit
and appropriate to give effect to the above Resolutions.”
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
“RESOLVED THAT in pursuance of Sections 196, 197, 198 and other applicable provisions read
with Schedule V to the Companies Act, 2013 (the Act), as amended or re-stated from time to time,
read with the Articles of Association of the Company, on the basic of recommendation of Nomination
& Remuneration Committee and approval of Board of Director of Company, the consent of Company
be and is hereby accorded the re-appointment of Mr. Suresh Chand Singla (DIN: 00027706) as
Managing Director of the Company for a further term of Five years beginning from 1st April, 2021
to 31st March, 2026, not liable to retire by rotation, on such remuneration and other terms and
conditions as are detailed below, subject however to the condition that whenever in respect of a
particular year the proposed remuneration is not in conformity with the aforesaid provisions, as
applicable at the relevant time, the remuneration in respect of that financial year shall be restricted
to the maximum payable under the said provisions:
a. Consolidated salary: Rs. 400,000/- per month w.e.f. 1st April, 2021 subject to increase after 1
year on the basis of recommendation of Nomination & Remuneration Committee, but upto a
maximum of Rs. 6,00,000/- per Month upto 31st March, 2026.
RESOLVED FURTHER THAT the Nomination and Remuneration Committee of the Board of
Directors of the Company, authorized to vary, alter and change the terms and conditions of the
aforesaid re-appointment including the remuneration to be paid to him as Managing Director of the
Company, which shall be well within the permissible limit and accordance with the provisions of
section 197 read with Schedule V of the Companies Act, 2013;
RESOLVED FURTHER THAT any Director or Company Secretary of the Company authorized to do
all such acts, deeds and things as may be required, considered necessary or incidental thereto, and
to settle any question(s), difficulty(ies) or matter(s) that may arise in interpretation, implementation
or execution of the intent of the aforesaid resolution and to seek and obtain requisite consents and/
or approvals including approval of the Central Government, as the Board of Directors may deem fit
and appropriate to give effect to the above.”
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, read with rules
thereunder, as amended, (‘the Act’), the provision(s) of Regulation 24 of the Securities and Exchange
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
(“Listing Regulations”), subject to any other approval of statutory/ competent authority, if and to
the extent necessary, and such other approvals, permissions and sanctions as may be required
and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as
“Board”, which term shall include a Committee thereof), the consent, authority and approval of the
Company be and is hereby granted to the Board of Directors of Company, for potential dilution of
stake or reduction in Company’s shareholding in its material subsidiary M/s Peptech Biosciences
Limited below 50% of equity share capital of Peptech Biosciences Limited (PBL).
RESOLVED FURTHER THAT Mr. Naresh Kumar Singla (DIN :000027748) Managing Director and
Mr. Suresh Chand Singla (DIN: 00027706) Managing Director and Mr. Charanjit Singh, Company
Secretary be and are hereby severally authorized to finalize and execute the required transactional
documents including but not limited to Agreement(s), indemnities, guarantees, declarations,
undertakings, forms, letters and such other documents with such modification/s as may be required
from time to time and to do and perform or cause to be done all such acts, deeds, matters and
things, as may be required or deemed necessary and/or expedient in their discretion, to settle
any questions, difficulties, doubts that may arise in this regard, as they may in their absolute
discretion deem fit and finalize all issues as may be deemed necessary or expedient in their own
discretion and in the best interest of the Company to give effect to the resolution for completion of
the transaction, without being required to seek any further consent or approval of the Shareholders
and to delegate all or any of the powers or authorities herein conferred to any Director/s or other
Officer/s of the Company, or to engage any advisor, consultant, agent or intermediary, as may be
deemed necessary.”
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an
Ordinary resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149,152 and any other applicable
provisions of the Companies Act, 2013 and rules made there under (including any statutory
modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the
Companies Act, 2013, approval of the members of the company be and is hereby given to the
appointment of Mr. Rohit Jain (DIN: 07191154), who was appointed by the Board of Directors
as an Additional Non Executive Independent Director of the Company with effect from 26th July,
2021 pursuant to the provisions of section 161(1) of the Companies Act, 2013 and pursuant to the
applicable Articles of Association of the company, and who holds office upto the date of this Annual
General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and who has
submitted a declaration that he meets the criteria of the independent directorship as provided in
section 149(6) of the Act and he is not debarred from holding the office of director by virtue of any
SEBI order or any other such authority, who is eligible for appointment, on recommendation of the
Nomination and Remuneration Committee, be and is hereby appointed as an Independent Non-
Executive Director of the Company, who shall hold office for 5 consecutive years up to September
30, 2026 and whose office shall not, henceforth, be liable to retire by rotation;
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.”
NOTES
1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide
its circular dated January 13, 2021 and 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 11 being considered
unavoidable 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
requested to register 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,
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
18th September, 2021 to 24th September, 2021 (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 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 AGM. 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 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 AGM without
restriction on account of first come first served basis.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
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 through VC/
OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020,
the Notice calling the AGM 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.
The AGM 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.
In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after
due examination, it has been decided to allow Companies whose AGMs were due to be held in
the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021,
in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No.
20/2020 as per MCA circular no. 02/2021 dated January 13,2021.
10. THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS
ARE AS UNDER:
i. The voting period begins on 21st September, 2021 at 10.00 A.M and ends on 23rd September,
2021 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 17th September, 2021, 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. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under
Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility
to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed
that the participation by the public non-institutional shareholders/retail shareholders is at a
negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on various ESPs and maintenance of multiple user
IDs and passwords by the shareholders.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been
decided to enable e-voting to all the demat account holders, by way of a single login credential,
through their demat accounts/ websites of Depositories/ Depository Participants. Demat
account holders would be able to cast their vote without having to register again with the ESPs,
thereby, not only facilitating seamless authentication but also enhancing ease and convenience of
participating in e-voting process.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings
for Individual shareholders holding securities in Demat mode CDSL/NSDL is given
below:
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through
Shareholders their existing user id and password. Option will be made available to reach
holding e-Voting page without any further authentication. The URL for users to login
securities in to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit
Demat mode www.cdslindia.com and click on Login icon and select New System Myeasi.
with CDSL
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible Companies where the evoting is in progress as per the
information provided by Company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers i.e. CDSL/NSDL,
so that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available
at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page or click on https://evoting.cdslindia.
com/Evoting/EvotingLogin The system will authenticate the user
by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able
to see the e-Voting option where the evoting is in progress and also
able to directly access the system of all e-Voting Service Providers..
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Individual 1) If you are already registered for NSDL IDeAS facility, please visit the
Shareholders e-Services website of NSDL. Open web browser by typing the following
holding URL: https://eservices.nsdl.com either on a Personal Computer or on
securities in a mobile. Once the home page of e-Services is launched, click on the
demat mode “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
with NSDL section. A new screen will open. You will have to enter your User ID
and Password. After successful authentication, you will be able to
see e-Voting services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on Company
name or e-Voting service provider name and you will be re-directed to
e-Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register Online
for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on Company name or
e-Voting service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for
(holding e-Voting facility. After Successful login, you will be able to see e-Voting
securities option. Once you click on e-Voting option, you will be redirected
in demat to NSDL/CDSL Depository site after successful authentication,
mode) login wherein you can see e-Voting feature. Click on Company name or
through their e-Voting service provider name and you will be redirected to e-Voting
Depository service provider website for casting your vote during the remote
Participants e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget
User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. CDSL and NSDL
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Individual Shareholders Members facing any technical issue in login can contact NSDL
holding securities in Demat helpdesk by sending a request at [email protected] or call at toll
mode with NSDL free no.: 1800 1020 990 and 1800 22 44 30
v. Login method for e-Voting and joining virtual meetings for Physical shareholders and
shareholders other than individual holding in Demat form.
vi. Next enter the Image Verification as displayed and Click on Login
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.
If you are a first time user follow the steps given below:
14
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
vii.
After entering these details appropriately, click on “SUBMIT” tab.
viii.
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.
ix. For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
x. Click on the EVSN for the relevant <TITAN BIOTECH LIMITED> on which you choose to vote.
xi. 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.
xii.
Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xiii.
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.
xiv.
Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote
xv.
You can also take out print of the voting done by you by clicking on “Click here to print” option
on the Voting page.
xvi.
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.
xvii.
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.
11. Any person, who acquires shares of the Company and become Member of the Company after
dispatch of the Notice and holding shares as on 17th September, 2021 may follow the same
instructions as mentioned above for e-Voting.
12. 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].
13. The Board of Directors has appointed M/s PKG AND ASSOCIATES, Practicing Company Secretary,
who shall scrutinize the electronic voting process in fair and transparent manner.
14. The results of resolutions passed shall be declared immediately on furnishing of report by scrutinizers
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
to the Chairman after the 29th Annual General Meeting. The results of resolutions shall be based
on the report of M/s PKG AND ASSOCIATES, Practicing Company Secretary, and voting at 29th
Annual General Meeting.
15. Members are requested to intimate to the Company queries, if any, regarding these accounts/
notice at least 7 (seven days) before the meeting to enable the management to keep the information
ready at the meeting.
16. 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
shareholders for 2013-14 is 685190.25/- (Six Lac Eighty Five Thousand One Hundred Ninety and
Twenty Five Paise Only) as on date 31/07/2021. The Company had communicated to Shareholders
for claiming of dividend for 2013-2014 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.
• 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
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
17. M/s PKG and Associates, Practicing Company Secretary, has been appointed as Scrutinizer to
scrutinize the voting and remote e-voting process in a fair and transparent manner.
18. 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.
19. The scrutiniser shall, immediately after the conclusion of voting at the Annual General Meeting, first
count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in
the presence of at least two witnesses not in the employment of the company and make, not later
than three days of conclusion of the meeting, a consolidated scrutiniser’s report of the total votes
cast ln favor or against, if any, to the Chairman or a person authorised by him in writing who shall
countersign the same.
20. The Results declared along with 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
21. 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..
22. 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 17th September, 2021 is entitle to avail the
facility of remote e-voting as well as e-voting at the AGM
23. Record date for determining the names of members eligible for dividend on equity shares, if
approved by the members at the AGM is 17th September, 2021.
24. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
25. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM &
E-VOTING DURING MEETING ARE AS UNDER :
A. The procedure for attending meeting & e-Voting on the day of the AGM is same as the
instructions mentioned above for e-voting.
B. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be
displayed after successful login as per the instructions mentioned above for e-voting.
C. 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.
D. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
E. Further shareholders will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.
F. 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.
G. 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.
H. Those shareholders who have registered themselves as a speaker will only be allowed to
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
I. 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.
J. 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.
26. 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.
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.
27. 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
28. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT
REGISTERED WITH THE COMPANY/DEPOSITORIES.
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 [email protected]
/ [email protected]
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository
Participant (DP).
For Individual Demat shareholders – Please update your email id & mobile no. with your respective
Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through
Depository.
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
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; gu.pankaj@
gmail.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting
system for the scrutinizer to verify the same.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting
System, you can write an email to [email protected] or contact at 022- 23058738
and 022-23058542/43.
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 on 022-23058542/43.
30. 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.
31. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f.
April 1, 2020 and the Companies 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:
However, no tax shall be deducted on the dividend payable to a resident individual if the total
dividend to be received by the during the Financial Year 2021-22 does not exceed Rs. 5,000 and
also in cases where members provide Form 15G / Form 15H (applicable to individuals aged. 60
years or more) subject to conditions specified in the Income Tax Act. Resident shareholders.
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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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:
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.
Charanjit Singh
Company Secretary
ACS 12726
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 to 11 of the accompanying Notice:
Name of Director Name of Co. in which Nature of No. of Shares % of Shares held
interested Relationship held
Naresh Kumar Singla Connoisseur Management Director 201200 8.01%
Services Private Limited
Tanita Leasing &Finance Ltd Director 513500 9.35%
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Name of Director Name of Co. in which Nature of No. of Shares % of Shares held
interested Relationship held
Supriya Singla Connoisseur Management Member 210000 8.36%
(Daughter of Mr. Suresh Services Private Limited
Chand Singla) Tanita Leasing &Finance Ltd Member 377810 6.88%
Titan Securities Limited Member 1193038 4.77%
Tee Eer Securities & Financial Member 36100 6.41%
Services Private Limited
Peptech Biosciences Limited Member N.A. N.A.
Titan Media Limited Member 75000 4.28%
Stalwart Nutritions Pvt Ltd Member 2500 25%
Raja Singla Connoisseur Management Member 134000 5.33%
(Son of Mr. Naresh Kumar Services Private Limited
Singla)
Tanita Leasing &Finance Ltd Member 546500 9.95%
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Name of Director Name of Co. in which Nature of No. of Shares % of Shares held
interested Relationship held
Suresh Chand Singla Tanita Leasing & Finance Member 451700 8.22%
(HUF) Limited
Titan Media Limited Member 165000 9.43%
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 the Special Resolution set out at Item No. 4 of the Notice for approval by the
Members.
None of the Directors, KMP’s and members (being relative as per Companies Act and rules there under)
interested in this resolution are entitled to vote on 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. 25 Crores. The Company may give loans
to following entities if need arises:
24
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Companies are interested in above Resolution and hence not entitled to participate in discussion or vote
on the Resolution.
The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the
Members.
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 Section 186 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 by means 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 2021, sixty per cent of the paid-up share capital, free reserves
and securities premium account amounts to Rs. 3949.20 Lacs.
While one hundred per cent of its free reserves and securities premium account amounts to Rs. 5,755.64
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.5755.64 Lacs.
As per above mentioned higher limit is Rs. 5755.64 Lacs and we are proposing the maximum limit upto
2500.00 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 does
not exceeds the limits provided under Section 186 of the Act.
The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by
the Members.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
The Board of Directors of the Company has appointed PKG & Associates, Practicing Company Secretary
Firm, to act as 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.
None of the Directors or Key Managerial Personnel of the Company and their relatives are 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 Company need more funds for its business needs 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. 60 Crores (Sixty
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:
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 Biosciences 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.
The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval by
the Members.
None of the Directors, KMP’s and members (being relative as per Companies Act and rules there under)
interested in this resolution are entitled to vote on this resolution.
Item No. 8
Mr. Naresh Kumar Singla (DIN: 00027448) was appointed as the Managing Director of the Company for a
term of five (5) years w.e.f. April 1, 2021. The Board at its meeting held on 31st March, 2021 has approved
the appointment and payment of remuneration for the further period from April 1, 2021 to March 31,
2026, for which approval the members is required. The remuneration proposed to be paid to Mr. Naresh
Kumar Singla, Managing Director has also been recommended by the Nomination and Remuneration
Committee. The remuneration proposed will be within the limits permissible under Schedule V to the Act.
Brief profile of Mr. Naresh Kumar Singla is annexed to the notice. Keeping in view, the vast experience
of Mr. Naresh Kumar Singla, the Board of Directors has recommended the payment of remuneration for
the period from April 1, 2021 to March 31, 2026 as set out herein below:
a. Consolidated salary: Rs. 4,00,000/- per month w.e.f. 1st April, 2021 subject to increase after 1 year
on the basis of recommendation of Nomination & Remuneration Committee, but upto maximum of Rs.
6,00,000/- per month upto 31st March, 2026.
Disclosure as required under Schedule V to the Companies Act, 2013 is given hereunder:
1. General Information
a. Nature of Industry: Biotechnology
b. Date or expected date of commencement of commercial production: N.A. Since the Company
has already commence the business activities.
27
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
28
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
None of the Directors, KMP’s and members (being relative as per Companies Act and rules there under)
interested in this resolution are entitled to vote on this resolution.
Item No.9:-
Mr. Suresh Chand Singla (DIN: 00027706) was appointed as the Managing Director of the Company for a
term of five (5) years w.e.f. April 1, 2021. The Board at its meeting held on 31st March, 2021 has approved
the appointment and payment of remuneration for the further period from April 1, 2021 to March 31,
2026, for which approval the members is required. The remuneration proposed to be paid to Mr. Suresh
Chand Singla, Managing Director has also been recommended by the Nomination and Remuneration
Committee. The remuneration proposed will be within the limits permissible under Schedule V to the Act.
Brief profile of Mr. Suresh Chand Singla is annexed to the notice. Keeping in view, the vast experience
of Mr. Suresh Chand Singla, the Board of Directors has recommended the payment of remuneration for
the period from April 1, 2021 to March 31, 2026 as set out herein below:
a. Consolidated salary: Rs. 4,00,000/- per month w.e.f. 1st April, 2021 subject to increase after 1 year
on the basis of recommendation of Nomination & Remuneration Committee, but upto maximum of Rs.
6,00,000/- per month upto 31st March, 2026.
Disclosure as required under Schedule V to the Companies Act, 2013 is given hereunder:
1. General Information
e) Foreign investments or collaborations, if any: The Share Capital of the Company is entirely
held by domestic Indian Bodies Corporate and Individuals. There is no foreign collaboration in
the Company.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
3. Disclosure
I. The remuneration package of all the managerial persons are given in the respective resolutions.
II. Additional information is given in Corporate Governance report and Annexure attached with
Notice.
The Board recommends the Special Resolution set out at Item No. 9 of the Notice for approval by the
Members.
None of the Directors, KMP’s and members (being relative as per Companies Act and rules there under)
interested in this resolution are entitled to vote on this resolution.
Item No 10:
M/s. Peptech Biosciences Limited (PBL) is a material subsidiary of M/s. Titan Biotech Limited and Titan
Biotech Limited is holding around 53% shareholding of PBL. As per intimation received from PBL, the
Board of Directors of PBL is exploring to undertake a further issue of equity shares by way of an offer
(Right Issue).
Further if Titan Biotech Limited unable to subscribe in full up to its right entitlement due to non-availability
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
of funds if any at the time of opening of subscription of issue, then shareholding of Titan Biotech Limited
in PBL might reduce below or less than 50%. As per Regulation 24(5) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), a listed entity shall
not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its
own or together with other subsidiaries) to less than fifty percent or cease the exercise of control over
the subsidiary without passing a special resolution in its General Meeting except in cases where such
divestment is made under a scheme of arrangement duly approved by a Court/Tribunal, or under a
resolution plan duly approved under section 31 of the Insolvency Code and such an event is disclosed to
the recognized stock exchanges within one day of the resolution plan being approved. .
The Board recommends the Special Resolution set out at Item No. 10 of the Notice for approval by the
Members.
Accordingly the Company is therefore seeking your consent for the said proposal as contained in the
special resolution.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested
in this resolution except to the extent of their shareholding in the Company.
Item No. 11
Mr. Rohit Jain (DIN: 07191154) was appointed as an Additional Non-Executive Independent Director
w.e.f. 26/07/2021 in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant
to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing
Annual General Meeting. Nomination and Remuneration Committee has recommended regularization of
Mr. Rohit Jain as an Independent Non- Executive Director of the Company.
The Company has also received a declaration from Mr. Rohit Jain declaring that he meets the criteria of
independence as provided under the provisions of Section 149(6) of the Companies Act, 2013.
In the opinion of the Board, Mr. Rohit Jain fulfills the conditions required to be fulfilled for being appointed
as an Independent Director of the Company as per the provisions of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015.
Brief Profile and particulars of Mr. Rohit Jain is annexed with this notice.
The Board recommends the Ordinary Resolution set out at Item No. 11 of the Notice for approval by
the Members.
None of the Directors, KMP’s and members (being relative as per Companies Act and rules there under)
interested in this resolution are entitled to vote on this resolution..
Charanjit Singh
Date: 25-08-2021 Company Secretary
Place: Delhi ACS 12726
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Mrs. Manju Singla, Non-Executive Director, Joined Titan Biotech Limited as promoter at the time of
incorporation of Company.
Particulars of Director Who Is Seeking For The Appointment/Reappointment
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Mr. Naresh Kumar Singla is associated with Company since 1992 as a first Director of the Company.
The Company is continuously making Profits for the last several years and growing under the leadership
of Mr. Naresh Kumar Singla. The Company is doing extremely well in terms of sales, profitability even
in the phase of COVID-19. Further, he is supervising Modernization of factories of Company and
hence his continuation is of immense importance in the continuous growth of Company and successful
implementation of projects of Factory of Company. He has good knowledge in Accounts & Finance.
Terms and Conditions of appointment Five (5) years with effect from April 1, 2021 subject to the
approval of shareholders at the ensuing Annual General
Meeting of the Company.
Remuneration Last Drawn 4,00,000/- Per Month
Shareholding of Directors in our co. as on 31.03.2021 34510
Relationship with other directors and KMPs of the N.A.
Company
No. of Meetings of Board attended during the year 12
Name of Listed Companies in which hold Titan Securities Limited & Titan Biotech Limited
Directorship
Chairman/Member of the Committees of Board of Corporate Social Responsibility Committee of Titan
Directors of Indian Companies Biotech Limited and Stakeholder Relationship Committee
of Titan Biotech Limited and Titan Securities Limited
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Relationship with other directors and KMPs of the Mrs. Manju Singla, Director is wife of Mr. Suresh Chand
Company Singla. Ms. Supriya Singla, Director is Daughter of Mr.
Suresh Chand Singla.
No. of Meetings of Board attended during the year 12
Name of Listed Companies in which hold Directorship Titan Securities Limited and Titan Biotech Limited
Chairman/Member of the Committees of Board of Stakeholder Relationship Committee of Titan Biotech
Directors of Indian Companies Limited and Titan Securities Limited., Audit Committee,
Nomination and remuneration committee of Titan
Securities Limited.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Experience and Expertise in specific Functional Area Having 7 years of experience. Currently Partner in
Singhania & Co LLP.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Executive, Independent and Woman Director. Composition of the Board of Directors as on 31st
March, 2021 was as under: -
No. of Board Atten- DIN Appointed Ceased
Meeting during dance as Director as
Name of Director Status 2020-2021 at the Directors
last
No. of No. of AGM
Board Board
Meeting Meeting
entitled attended
to attend during
during 2020-
2020- 2021
2021
(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, 2021.
Note
i. Only covers Membership / Chairpersonship of Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee of Public Limited
Companies.
ii. The Committee membership or Chairmanship of our Company is also included in above
table.
$ Mr. Jai Parkash Bansal has resigned from the Board on 10th August 2021.
(E) Details of Independent Directors Resignation
No Independent Director resigned from the Board during the Financial Year.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
EDUCATION BACKGROUND
Metric/Minimum Graduate / undergraduate
M.BA or any other degree/diploma in any specific area will be given preference
EXPERTISE
Accounts
Finance
Project implementation
Culture Media Formulation
Qualtity
Production
Process
chemical manufacturing
Marketing
product promotion
manufacturing of bulk products
Project Work
Purchase
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL 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 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 Limited 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 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 2020-2021.
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 2021-2022 to 2022-2023 and discussed and approved their audit plan and
approved their scope of work.
Remuneration of Statutory Auditors for FY 2020-2021 was also approved.
In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 2019.
The Independent Directors attended the familarisation 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
01.04.2020 to 31.03.2021 was Rs.48,00,000/- (Rs. Forty Eight Lacs Only). The remuneration
paid to Mr. Suresh Chand Singla, Managing Directors during the year from 01.04.2020 to
31.03.2021 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, 2021 are given below:
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.
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. 15,70,840.00 /- (Fifteen Lac Seventy Thousand Eight Hundred Fourty Only) and Mr. Prem
Shankar Gupta, CFO was Rs. 12,27,996.00 /- (Twelve Lac Twenty Seven Thousand Nine
Hundred Ninety Six Only).
• Stakeholders Relationship Committee.
The Board had delegated the power to attend investor complaints to Stakeholders Relationship
Committee. The Stakeholders Relationship Committee met 8 times upto 31st March, 2021 i.e.
30th June, 2020, 30th July, 2020, 8th October, 2020, 26th October, 2020, 7th December, 2020,
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
6th January, 2021, 2nd February, 2021, 17th March, 2021. The attendance of the Members of
Stakeholders Relationship Committee was as under:
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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
the Analysts after 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Financial Reporting for the quarter ending June 30, 2021 Second Week of August’
2021
Financial Reporting for the quarter ending September 30, Second Week of
2021. November 2021
Financial Reporting for the quarter ended December 31, 2021 Second Week of February,
2022
Financial Reporting for the year ending March 31, 2022 End of May, 2022
Annual General Meeting for the year 2022 September, 2022
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
for the Financial Year 2020-2021. 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.
The voting rights on the shares transferred to the IEPF Authority shall remain frozen till the
rightful owner claims the shares.
During the year under review, Your Company has transferred unclaimed amount and Shares to
IEPF Authority. Details are provided under this table:
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
• STOCK EXCHANGES
Name and Address of Stock Exchange
Bombay Stock Exchange 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.
• 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).
• SEBI Complaints Redress System (SCORES):
Investor complaints are processed at SEBI in a centralized web-based complaints redress
system. The salient features of this system are centralised database of all complaints, online
upload of Action Taken Reports (ATRs) by concerned Companies and online viewing by
investors of actions taken on the complaints and their current status.
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.
Further, SEBI has fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and
the shares that are re-lodged for transfer shall be issued only in Demat mode. Members holding
shares in physical form are requested to consider converting their holdings to dematerialized
form. Transfers of equity shares in electronic form are effected through the depositories with no
involvement of the Company.
The Company obtains half-yearly certificate from a Company Secretary in Practice confirming the
issue of share certificates for transfer, sub-division, and 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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:
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 Limited Management cautions that the
stock movement shown in the graph below should not be considered indicative of potential
future stock price performance.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Declaration under Regulation 34(3) and 53(F) of SEBI Regulations & Schedule V part D of
SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
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, 2021 is attached with this report.
SHAREHOLDING PATTERN AS ON 31.03.2021
Note: * Some shareholders may hold one or more folio numbers on their name.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Relationship with other Directors Wife of Mr. Suresh Chand Singla & mother of Ms. Supriya
and KMPs of the Company Singla
No. of Meetings of Board 12
attended during the year
Other Directorships 3
Chairman/Member of the Member of Audit Committee and Nomination &
Committees of Board of Remuneration Committee of Titan Biotech Limited
Directors of Indian Companies
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Terms and Conditions of Five (5) years with effect from April 1, 2021 subject to the
appointment approval of shareholders at the ensuing Annual General
Meeting of the Company.
Remuneration Last Drawn 400000/-
Shareholding of Directors in our
1,05,671
co. as on 31.03.2021
Mrs. Manju Singla, Director is wife of Mr. Suresh Chand
Relationship with other Directors Singla.
and KMPs of the Company Ms. Supriya Singla, Director is Daughter of Mr. Suresh
Chand Singla.
No. of Meetings of Board
12
attended during the year
Other Directorships 6
Chairman/Member of the Stakeholder Relationship Committee of Titan Biotech Limited
Committees of Board of and Titan Securities Limited., Audit Committee, Nomination
Directors of Indian Companies and remuneration committee of Titan Securities Limited.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Conduct and Ethics for the Financial Year ended 31st March, 2021.
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. The document
regarding the Corpoarte Governance Report is annexed with this report.
Date: 25/08/2021
Place: Delhi
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 ended 31stMarch, 2021as 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, 2020 to 31st March,
2021.
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
31.03.2021 one 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.
Amit Anand
ACS: 13409
COP No.17101
Place: Delhi
Date: 10/08/2021
UDIN: A013409C000762388
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
CFO/CEO CERTIFICATION
To,
The Board of Directors of
Titan Biotech Limited.
Date: 29/06/2021
Place: New Delhi
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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, 2021, 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, 2021.
Date: 25/08/2021
Place: New Delhi
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(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 and considering the
relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India
warranted due to the spread of the COVID-19 pandemic, 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, 2021 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
Amit Anand
ACS: 13409
COP No.17101
Place: Delhi
Date:10/08/2021
UDIN:A013409C000762421
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
DIRECTORS REPORT
To,
The Members,
Your Directors have pleasure in presenting their 29th Annual Report and Audited Accounts of the Company
for the year ended 31st March, 2021.
1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:
(Amt. in Lakhs of Rupees)
Particulars Standalone Consolidated
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
The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world.
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 2020-2021. 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 times during the year 2020-2021, on 20-05-2020, 10-06-2020, 30-06-2020,
05-08-2020, 24-08-2020, 25-09-2020, 19-10-2020, 04-11-2020, 01-01-2021, 27-01-2021, 16-03-
2021 and 31-03-2021. In General, the gap between any two Board Meetings did not exceed 120
days. In the awake of COVID-19 the MCA issued a circular dated 24/03/2020 (11/2020), as one time
relaxation the gap between two consecutive meetings of Board may extend to 180 days till the next
two quarters, instead of 120 days as required in Companies Act, 2013.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 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 Limited 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 reports thereon.
The Committee is responsible for overseeing the processes related to financial reporting and
Information dissemination.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 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 2020-2021. 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.
Remuneration of Statutory Auditors for FY 2020-2021 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 one times in the year 2020-2021 on 20.03.2021
during the last year. The attendance of members of Remuneration Committee was as under:-
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(1) That in preparation of annual accounts for the financial year ended 31st March, 2021 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, 2021 on
a going concern basis.
(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
Pursuant to the provisions of Section 139 and 141 of the Act and the rules made thereunder, M/s
Sunita Agrawal & Co, Chartered Accountant Firm FRN 515225C were appointed as Statutory
Auditors of the Company from the conclusion of Annual General Meeting held on 28th September,
2018 till the conclusion of the Annual General Meeting of the Company to be held in the year 2023.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry
of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every
Annual General Meeting.
The notes on account referred to in Auditor’s Report are self-explanatory and, therefore, do not call
for any further comments under Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014.
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.2472.22/- lakhs
and foreign exchange outflows of Rs.2012.55/- lakhs of foreign exchange.
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FUTURE
Your directors confirm that no significant and/or material order(s) had been passed against the
Company during the financial year 2020-2021, 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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. It’s 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 Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to
monitor implementation of CSR activities of your Company.
The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities
undertaken during the year are given in the Annual Report on CSR activities in “Annexure –3” to
this Report.
37. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees,
and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors
on the basis of criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees, effectiveness
of committee meetings, etc.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company was evaluated, taking into account the views of
executive directors and non-executive directors.
Performance evaluation of Independent Directors was done by the entire Board, excluding the
independent director being evaluated.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its Committees, and
individual directors was also discussed.
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 at www.
titanbiotechltd.com.
39. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in Management
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Date:25-08-2021
Place: Delhi
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
The global slowdown of the Year 2020, caused by the novel coronavirus outbreak. Also second wave
of COVID-19 with double mutant has affected many countries. 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 around 6% in 2021, as per the World Economic Outlook (‘WEO’) of April 2021 released by
the International Monetary Fund (‘IMF’).
However, global growth is expected to rebound to 6% in Year 2021 and down to 4.4% in Year 2022.
Growth in the United States (‘US’) is expected to rise from -3.5% in Year 2020 to 6.4 % in Year 2021.The
United Kingdom (‘UK’) economic growth is expected to rise sharply in Year 2021 amid disruption caused
by the Covid-19. Growth is expected to be 5.3% in Year 2021 as against -9.9 % in Year 2020. The figure
is expected to rebound to 4% in Year 2021.
Most economies in the group are forecast to contract this year, including Japan (3.3%), Germany (3.6%),
France (-8.2%), Italy (-8.9%) and Spain (-11.0%).
The projections for 2021 and 2022 are stronger than in the October 2020 WEO.
The International Monetary Fund has projected an impressive 12.5 per cent growth rate for India in
2021, while S&P Global Ratings has said the Indian economy is projected to grow at 11 per cent in the
current fiscal. In its last policy review, the RBI had projected a GDP growth rate of 10.5 per cent for
Financial Year 2022. According to India’s statistics office, the economy projected to contract 8 per cent in
2020-21 while the Economic Survey 2020-2021 sees 11 per cent growth in 2021-22.
World Economics Outlook Growth Projections reflects the GDPof India 12.5% for 2021 and 6.9% for
2022, which is higher than Advanced Economics and Emerging Market & Developing Economics. That
would enable India to retain its earlier tag of the fastest growing large economy in the world. However ,
Chinahas been the only economy, whose growth rate was positive during the pandemic in 2020.
The OECD (Organization for Economic Co-operation and Development) has raised the projection for
India’s economic growth rate by 4.7 % at 12.6 % for 2021-2022.
India is fall among the top 12 destinations for biotechnology in the worldwide, with approximately 3%
share in the global Biotechnology industry, assured for growth as a key contributor of India’s $5 trillion
economy target by Financial Year2023-2024. India also plays a key role in the global vaccine market, as
the leader in the global supply of DPT, BCG, and measles vaccines, and is a key contributor of 70% of
WHO’s vaccines (essential Immunization Schedule). Indian companies are setting up facilities for nearly
5.5 billion doses of Covid-19 vaccines by 2021. India also ranks 48th on the Global Innovation Index.
There are more than 760 core biotech companies with 200 Biotech products available in the Indian
market.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Supportive government initiatives are significantly contributing to market growth. For instance, in
September 2020, the Government of India supported research institutes in agriculture biotechnology,
including organic farming. Since the last 3 years, around USD 42.67 million had been invested to support
this endeavor.
Biopharmaceutical innovators are at the forefront of the human response to the coronavirus pandemic. A
significant number of major biotech firms are in the midst of a race to investigate the Sars-Cov-2 genome
and prepare a viable vaccine for the same. As compared to the speed of response to SARS/MERs etc,
the biotech entities are investigating SARs-Cov-2 at an unprecedented rate and a considerable amount
of funds are being put into the R&D. Moreover, the emergence of the SARS-COV-2 infection is driving
the market. Companies are developing new solutions for combating the pandemic situation.
The global biotechnology market is expected to reach USD 2.44 Trillion by 2028 according to a new
report by Grand View Research Inc. It is expected to expand at a CAGR of 15.83% from 2021 to 2028.
Asia Pacific is expected to expand at the fastest CAGR of 16.8% from 2021 to 2028 owing to favorable
government initiatives and changes in drug approval regulations in India and China.
Robust funding through alliance investment in start-up biotechnology companies for adopting new and
advanced products is contributing to market growth.
The Indian Biotechnology industry that was valued at $70 billion in 2020 will reach $150 billion target by
2025.
The Indian biotechnology industry amounted to US$ 63 billion in 2019 and is forecast to reach US$ 102
billion by 2025, with a CAGR of 10.9%. By 2025, the contribution of the Indian biotechnology industry
in the global biotechnology market is expected to grow to 19% from 3% in 2017. Biopharmaceutical is
the largest segment that contributed ~58% to the Indian biotechnology market in 2019, followed by bio-
agriculture, which accounted for 19% and bio-services, which accounted for 15% in 2019. The Indian
biologics market is expected to register a CAGR of 22% from 2019 to 2025 to reach US$ 12 billion by
2025.
Bio-services, which accounted for 15% of the biotechnology industry in India, is becoming a leading
destination for clinical trials, contract research and manufacturing activities in the country.
Under the Union Budget 2021-22, the Indian Government disburses Rs. 1,660 Crores for biotechnology
research and development.
The biotechnology industry in India comprises more than 2500 companies and 2700 biotech start-ups
and is estimated to reach 10,000 start-ups by 2024. (Source IBEF )
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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
share during 2020-2021 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 endeavours.
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.
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.
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.
The performance of the Company from operation was better as compared to previous year turnover
increasing from Rs. 7988.74 Lakhs to Rs. 14302.56 Lakhs in consolidated figures whereas in standalone
the turnover is Rs.6988.58 Lakhs to Rs. 12,311.92 Lakhs. The profitability of the Company also improves
with net profit increasing in consolidated figures from Rs.783.74 Lakhs to Rs.3170.52 lakhs whereas in
standalone figures from Rs. 620.14 Lakhs to Rs. 2877.26 Lakhs.
There has not been any major development on the human resources front. The industrial relation
continues to be cordial during the year 2020-2021. The number of permanent employees on the rolls of
Company as on 31st March, 2021 was 262.
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Details of significant changes (i.e. change of 25% or more as compared to the immediately previous
financial year) in key financial ratios, along with detailed explanations therefor-
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payables) with its current, or short-term, assets, such as cash, inventory, and receivables.
The higher the current ratio, the more capable a company is of paying its obligations because it has
a larger proportion of short-term asset value relative to the value of its short-term liabilities.
(E) DEBT EQUITY RATIO: -
The debt-to-equity ratio shows the proportion of equity and debt a company is using to finance its
assets and signals the extent to which shareholder’s equity can fulfill obligations to creditors, in the
event of a business decline.
A low debt-to-equity ratio indicates a lower amount of financing by debt via lenders, versus funding
through equity via shareholders. A higher ratio indicates that the company is getting more of its
financing by borrowing money, which subjects the company to potential risk if debt levels are too
high.
(F) OPERATING PROFIT MARGIN (%): -
An operating margin represents how efficiently a company is able to generate profit through its core
operations.Operating Profits Marginis a good indicator of how well it is being managed and how
efficient it is at generating profits from sales. It shows the proportion of revenues that are available
to cover non-operating costs.
Higher ratios are generally better, illustrating the company is efficient in its operations and is good
at turning sales into profits.
(G) NET PROFIT MARGIN (%): -
Net profit margin measures how much net income is generated as a percentage of revenues
received.Net profit margin is one of the most important indicators of a company’s overall financial
health.Net profit margin is one of the most important indicators of a company’s financial health. By
tracking increases and decreases in its net profit margin, a company can assess whether current
practices are working and forecast profits based on revenues.
A high net profit margin means that a company is able to effectively control its costs and/or provide
goods or services at a price significantly higher than its costs.
Suresh Chand Singla Naresh Kumar Singla
Managing Director Managing Director
Date: 25/08/2021
Place: Delhi
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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. Particulars Details
No.
1 Name of Subsidiary Peptech Biosciences
Limited
2 Reporting period for the Subsidiary concerned, if different from the 1st April 2020 to
Holding Company’s reporting period 31st March, 2021
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 5,53,08,830.59
6 Total assets 15,82,04,449.05
7 Total Liabilities 15,82,04,449.05
8 Investments -
9 Turnover 22,59,70,566.12
10 Profit before taxation 3,94,40,735.99
11 Provision for taxation 1,02,14,567.40
12 Profit after taxation 2,92,26,168.64
13 Proposed Dividend Nil
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 29TH ANNUAL REPORT
Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.
Naresh Kumar Singla Suresh Chand Singla Charanjit Singh Prem Shankar Gupta
Managing Director Managing Director Company Secretary CFO
DIN: 00027448 DIN: 00027706 ACS 12726
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Annexure-2
[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 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 representatives 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, 2021, 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, 2021according 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)
Regulations, 2011; Not Applicable
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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)
Regulations, 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
(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, Exporting 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
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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 Company.
(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 Directorsthat 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 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.
A) The members of the Company at its Annual General Meeting held on 4th December, 2020
passed by the following Resolutions-
(i) Adoption of Balance Sheet as at 31st March, 2020 and the Profit & Loss Account for the
period ended on that date and the Report of the Board of Directors and Auditors thereon;
(ii) To appoint a Director in place of Mr. Naresh Kumar Singla, DIN No. 00027448, who
retires by Rotation and being eligible, offers herself for re-appointment;
(iii) To appoint a Director in place of Mr. Suresh Chand Singla, DIN No. 00027706, who retires
by Rotation and being eligible, offers herself for re-appointment;
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(iv) Approval for Related Party Transactions to be entered into by the Company;
(viii) Mortgage of Property of Company for borrowing funds and permission under Section 180
(1) (a) of Companies Act, 2013.
b) Redemption of Securities.
c) Merger/ Amalgamation/Reconstruction
Amit Anand
Date: 29/06/2021 Practicing Company Secretary
ACS-13409
CP No.-17101
UDIN: A013409C000534481
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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Annexure-A
To,
The Members
Peptech Biosciences Limited
CIN: U33110RJ2011PLC037007
G-1, 636, RIICO Industrial Area, Chopanki Bhiwadi
Alwar, 301019
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was done on
test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes
and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the company.
4. Where ever required, we have obtained the Management representation about the compliance of
laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,regulations, standards
is the responsibility of management. Our examination was limited to the verification of procedures on
test basis.
6. 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.
Amit Anand
Date: 29/06/2021 Practicing Company Secretary
ACS-13409
CP No.-17101
UDIN: A013409C000534481
93
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Annexure-3
Annual Report on CSR Activities
[Annexure -II]
Format For The Annual Report on CSR Activities to be Included in the Board’s Report For
Financial Year Commencing on or After 1st Day of April, 2020
$ Mr. Jai Parkash Bansal has resigned from the committee on 26/07/2021 and from Board on
10/08/2021. Mr. Rohit Jain has joined the Board and Committee on 26/07/2021.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects
approved by the board are disclosed on the website of the company.
Composition of the CSR committee shared above and is available on the Company’s website
on https://titanbiotechltd.com/wp-content/uploads/2021/08/COMPOSITION-OF-BOARD-AND-
VARIOUS-COMMITTEES-OF-BOARD-OF-DIRECTORS.pdf
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(b) Surplus arising out of the CSR projects or programmes or activities of the previous
financial years.N.A
(c) Amount required to be set off for the financial year, if any: N.A.
(d) Total CSR obligation for the financial year (7a+7b-7c).Rs. 1,091,398/-
8. (a) CSR amount spent or unspent for the financial year:
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name of the Item Local Location of the Project Amount Amount Amount Mode Mode of Implementa-
No. Project. from the area project. dura- allocat- spent trans- of Im- tion - Through Imple-
list of (Yes/ tion. ed for in the ferred to plemen- menting Agency
activi- No). State. Dis- the proj- current Unspent tation Name CSR Reg-
ties in trict. ect (in financial CSR Ac- - Direct istration
Sched- Rs.). Year (in count for (Yes/ number.
ule VII Rs.). the proj- No).
to the ect as per
Act. Section
135(6) (in
Rs.).
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : Rs. 1091500/-
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial
year(s):
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so
created or acquired through CSR spent in the financial year(asset-wise details).
(b) Amount of CSR spent for creation or acquisition of capital asset. Nil
(c) Details of the entity or public authority or beneficiary under whose name such capital
asset is registered, their address etc. N.A.
(d) Provide details of the capital asset(s) created or acquired (including complete address
and location of the capital asset). N.A.
11. Specify the reason(s), if the company has failed to spend two per cent of the average net
profit as per section 135(5). (N.A)
For and on Behalf of
M/S Titan Biotech Limited
Date: 25/08/2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Annexure-4
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 2020-2021:
Particulars Ratio of Median Remuneration
Mr. Suresh Chand Singla, Managing Director 31.90:1
Mr. Naresh Kumar Singla, Managing Director 31.90:1
(ii) The percentage increase in remuneration of each Director, Company Secretary and Chief Financial
Officer of the Company during the financial year 2020-2021:
Date: 25/08/2021
Place: Delhi
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Annexure-5
From No. MR-3
Secretarial Audit Report
For the Financial Year Ended 31st March, 2021
[ 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 conducted 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 representatives 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, 2021, 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, 2021 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 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 &
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
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
(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 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 and CFSS 2020.
(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 25th September,
2020 passed by the following Resolutions-
(i) To receive, consider and adopt the Audited Financial Statements (standalone and
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
consolidated financial statements) for the financial year ended on 31st March, 2020
and the Report of the Auditors and Directors thereon;
(ii) To declare dividend on equity share of the Company;
(iii) 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;
(iv) Borrowing Money(ies) for the purpose of Business of the Company;
(v) Authorization for Loans etc;
(vi) Inter Corporate Loans and Investment;
(vii) Approval for Related Party Transactions to be entered into by the Company;
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
Amit Anand
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
103
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
ANNEXURE A’
ANNEXURE TO SECRETARIAL AUDIT REPORT ISSUED BY COMPANY
SECRETARY IN PRACTICE
To,
The Members,
Titan Biotech Limited
CIN: L74999RJ1992PLC013387
A-902A, RIICO Industrial Area, Phase-III,
Bhiwadi-301019, Rajasthan
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was done on
test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes
and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the company.
4. Where ever required, we have obtained the Management representation about the compliance of
laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards
is the responsibility of management. Our examination was limited to the verification of procedures on
test basis.
6. 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.
Amit Anand
Date: 29/06/2021 Practicing Company Secretary
ACS-13409
CP No.-17101
UDIN: A013409C000534391
104
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Annexure-6
105
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(d) The listed entity has taken the following actions to comply with the observations made in
previous reports (2020-2021):
Note:There was no observations in the reports pertaining to the year ended 31st March,2021 and earlier.
Amit Anand
Date: 13/04/2021 Practicing Company Secretary
Place: Delhi ACS-13409
CP No.-17101
UDIN:A013409C000067485
106
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
ANNEXURE- 7
TITAN BIOTECH LIMITED
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 ANDFUEL CONSUMPTION
Sl PARTICULAR CURRENT YEAR PREVIOUS YEAR
No. 31.03.2021 31.03.2020
1. Electricity
a) Purchased
Unit 2085005 1684835
Total Amount (in Rs.) 17363498 15451855
Rate/ Unit (in Rs.) 8.33 9.17
b) Own Generation
Through Diesel Generator
Units 11776
5.50 11000
Units per Ltr. of Diesel
13.92 5.50
Cost/Unit (in Rs.)
12.27
c) Through steam turbine/ Generator Units
Units per Ltr.
0 0
Fuel oil/gas (in Ltrs.) 0 0
Cost/Unit (in Rs.) 0 0
2. Coal
Quantity (Tonnes) 2953.58 2349.46
Total Cost (in Rs.) 18999750.15 16552511.55
Average rate per ton (in Rs.) 6432.79 7045.20
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
3. Furnace Oil
Quantity (Kilo Ltrs.) 0 0
Total Cost (in Rs.) 0 0
Average Rate 0 0
4. LDO For Boiler/Thermic F Heater
HSD for Boiler (Amount) 1474988 1214933
No. of Hrs. TFH Run 642 600
Steam Generated
5 Other/ Internal Generation
Quantity 0 0
Total Cost 0 0
Rate/Unit 0 0
CONSUMPTION PER UNIT OF PRODUCTION
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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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, 2021, 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 (hereinafter referred to as the “standalone financial statements”).
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, 2021, and its profit including other comprehensive income, its cash flows and the changes in
equity for the year ended on that date.
We conducted our audit of the standalone Ind AS financial statements 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 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 ethical
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 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 29TH ANNUAL REPORT
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 38 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 • Obtaining an understanding of the Company’s
statements as a key audit matter due to: policies and procedures in respect of the capturing
The significance of transactions with related parties of related party transactions and how management
ensures all transactions and balances with related
during the year ended March 31, 2021.
parties have been disclosed in the standalone Ind AS
financial statements.
Related party transactions are subject to the • Obtaining an understanding of the Company’s
compliance requirements under the Companies Act policies and procedures in respect of evaluating
2013 and SEBI (LODR) 2015. 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.
Bank Guarantees issued in Favor of The Principal Commissioner of Custom, for imports of goods (Raw
Material) at on concessional Custom duty.
Following Bank Guarantees From HDFC Bank Ltd. Our audit procedures included the following:
(Branch Greater Kailash-II, New Delhi) In Favor of The • Assessed the progress of significant tax demands and
Principal Commissioner of Custom. contingencies.
BENEFICIARY BG AMOUNT ISSUE DATE
• Evaluated management’s assessment of the likely out-
(INR) come
THE PRINCIPAL 4342654.00 30/06/2020
• Inquired with both legal and finance personnel in re-
COMMISSIONER OF CUSTOM spect of ongoing relevant correspondence.
THE PRINCIPAL 531303.00 30/06/2020
• Assessed the related disclosure of contingencies as
COMMISSIONER OF CUSTOM described in the financial statements.
THE PRINCIPAL 786814.00 30/06/2020
Looking into the probability of liability arising in future
COMMISSIONER OF CUSTOM as there could be any recovery made by the Custom
THE PRINCIPAL 1342506.00 30/06/2020 Department out of the Bank Guarantees, the amount
COMMISSIONER OF CUSTOM of Bank Guarantees have been identified as contingent
liability at Balance Sheet Date. There is a probability of
THE PRINCIPAL 660824.00 30/06/2020 liability arising in future as of the BG Amount.
COMMISSIONER OF CUSTOM
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Information 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
express 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
financial 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
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
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 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
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 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 misstatement 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
112
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
113
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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, 2021 taken on record
by the Board of Directors, none of the Directors is disqualified as on March 31, 2021 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 requirements
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
remuneration 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 Companies (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:
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 has been no delay in transferring amounts required to be transferred to the Investor
Education and Protection Fund by the Company.
CA Sunita Agrawal
Partner
M.No.095196
UDIN-21095196AAAAKI1092
Place: Delhi
Date: 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 noticed
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
balance 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 Company 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, 2021 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
manufacture 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 authorities 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.
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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.
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 noticed 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. .
CA Sunita Agrawal
Partner
M.No.095196
UDIN-21095196AAAAKI1092
Place: Delhi
Date: 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
CA Sunita Agrawal
Partner
M.No.095196
UDIN-21095196AAAAKI1092
Place: Delhi
Date: 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706
Place : Delhi
Date : 29.06.2021
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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 Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706
UDIN NO -21095196AAAAKI1092
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
D. previous due date for the payment of interest/ dividend for non-convertible redeemable
debt securities and whether the same has been paid or not; andN/A
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;N/A
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Auditor’s Report
As per our separate report of even date attached For Titan Biotech Limited
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706
UDIN NO -21095196AAAAKI1092
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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
established control framework with respect to measurement of fair values. The directors
are responsible for overseeing all significant fair value measurements, including Level 3 fair
values. 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 levels
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 reporting
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
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 Company 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 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 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 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,
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 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
f ) Employee Benefits
Short Term 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
reliably.
Post-Employment Benefits
Defined contribution plan
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions
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
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 determined
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.
The classification of the company’s obligation into current and non-current is as per the acturial valuation
report.
g )
Foreign Currency Transactions
Transactions in foreign currencies are translated into the Company’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
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 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.
h )
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.
i )
Income Tax
Income Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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. 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 Biological
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 Accounting
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 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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:
• Business model test : the financial asset is held within a business model whose objective is
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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 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 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 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 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 settle on a net
basis or realise the asset and settle the liability simultaneously.
q)
Leasing
Effective April 1, 2020, the Company has applied Ind AS 116 using modified retrospective approach and,
therefore the comparative information has been regrouped accordingly.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. To ssess whether a contract conveys the right to control the use of an identified
asset, the Company assess whether:
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The
right of use asset is nitially measured at cost, which comprises the initial amount of the lease liability adjusted
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
for any lease payments made at or before the commencement date, plus any initial direct costs incurred and
an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the
site on which it is located, less any lease incentive received.
The right of use asset is subsequently depreciated using the straight line method from the commencement
date to the end of the lease term. The estimated useful lives of right-of-use assets are determined on the
basis of remaining lease term. In addition, the right-of-use asset is periodically reduced by impairment losses,
if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the Company’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the fixed payments, including
in-substance fixed payments.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change
in Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the
Company changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is are structured solely to increase in line with expected general inflation
to compensate for the lessor’s expected inflationary cost increases, such increases are recognised in the
year in which such benefits accrue. Contingent rentals arising under operating leases are recognised as an
expense in the period in which they are incurred.
Operating leases
Lease rental expenses from operating leases is generally recognised on a straight line basis over the term
of the relevant lease. Where the rentals If any specific borrowing remains outstanding after the related asset
is ready for its intended use, that borrowing is considered part of the funds that are borrowed generally for
calculating the capitalisation rate.
135
2. Property Plant and Equipment (Amt. in `)
Plant and Equipment 17,90,52,632.01 2,12,62,203.73 5,28,200.00 19,97,86,635.74 4,60,29,058.42 1,11,32,763.01 81.00 5,71,61,740.43 14,26,24,895.31 13,30,23,573.59
Office Equipments 29,18,437.02 2,19,754.69 - 31,38,191.71 16,12,697.00 5,58,052.46 - 21,70,749.46 9,67,442.25 13,05,740.02
Furniture and Fixtures 82,90,860.50 3,11,325.00 - 86,02,185.50 51,08,437.78 8,36,795.94 - 59,45,233.72 26,56,951.78 31,82,422.72
Total 33,83,37,475.52 2,17,93,283.42 5,28,200.00 35,96,02,558.94 9,20,48,164.67 1,77,92,168.41 81.00 10,98,40,252.08 24,97,62,306.86 24,62,89,310.85
Previous Year 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
3. INTANGIBLE ASSETS
(Amt. in `.)
Summary of cost and net carrying amount of each class of Intangible assets are given below:
TITAN BIOTECH LIMITED
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
4 FINANCIAL ASSETS
6 INVENTORIES (Amt. in `
Particulars As at As at
March 31,2021 March 31,2020
Raw Material 15,10,56,165.02 1
5,30,75,278.60
Finished Goods 10,04,38,901.21 7,81,75,481.81
Packing Material 1,51,75,727.23 88,36,897.22
Consumable Stores 16,11,146.69 13,15,078.92
26,82,81,940.15 24,14,02,736.55
Particulars As at As at
March 31,2021 March 31,2020
Outstanding for a period exceeding 29,13,328.33 8,44,843.66
six months (from the due date)
Unsecured, Considered Good - -
Doubtful - -
Outstanding for a period less than six months
Unsecured, Considered Good 15,82,58,476.59 1
0,45,46,683.68
16,11,71,804.92 1
0,53,91,527.34
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
1,69,75,005.57 1,70,34,485.95
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(i) Reconciliation of Shares outstanding at the beginning and at the end of the reporting period
(ii) Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given
below: (Amt. in `)
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
FINANCIAL LIABILITIES
13 BORROWINGS (Non Current) (Amt. in `)
Particulars As at As at
March 31,2021 March 31,2020
Loan From Bank (A)
Secured
Term Loan 1,78,27,799.16 2,38,52,262.21
Vehicle Loan 4,40,671.84 21,00,002.83
Sub Total (A) 1,82,68,471.00 2,59,52,265.04
Loan from Related Parties (B)
Unsecured - 5,88,29,510.00
Total (A+B) 1,82,68,471.00 8,47,81,775.04
BORROWINGS (Current)
Particulars As at As at
March 31,2021 March 31,2020
Loans repayable on demand
From Bank
Working Capital Loans (secured)
Cash Credit,Packing Credit and Bill Discounting Facilities 5,70,89,477.06 8,40,96,680.31
5,70,89,477.06 8,40,96,680.31
14 LEASES
The Company leases various types of assets including land, buildings and plant and equipment. Information
about leases for which the Company is a lessee is presented below.
RIGHT OF USE ASSETS
Description Gross Carrying Value Depreciation Net Carrying Value
LEASE LIABILITIES
Lease liabilities included in the Balance Sheet as at March 31, 2021
Non Current Lease liabilities
(Amt. in `)
Particulars As at March 31,2021 As at March 31,2020
Balance as on 01-04-2020 1,61,28,077.17 -
Less:-Discharge of liabilties 21,45,430.77 -
1,39,82,646.40 -
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When measuring lease liabilities for leases that were classified as operating lease, the Company discounted lease
payments using its incremental borrowing rate at 1 April 2020 which is 8.10%”
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 37,04,407.78 6,67,445.48 - 43,71,853.25 31,19,819.93 5,84,587.85 - 37,04,407.78
Leave Encashment 9,59,235.04 4,51,731.15 14,10,966.20 5,92,978.57 3,66,256.47 - 9,59,235.04
Total Deferred Tax Assets 46,63,642.82 11,19,176.63 - 57,82,819.45 37,12,798.50 9,50,844.32 - 46,63,642.82
Deferred tax Liabilities in relation to:-
Depreciation and Amortization Expense 1,64,19,112.92 24,30,613.00 - 1,88,49,725.92 1,35,41,817.92 28,77,295.00 - 1,64,19,112.92
Re-measurement gain on defined benefit plans 2,11,837.29 - 2,03,257.31 4,15,094.60 3,70,389.92 - (1,58,552.63) 2,11,837.29
Total Deferred Tax Liabilities 1,66,30,950.21 24,30,613.00 2,03,257.31 1,92,64,820.53 1,39,12,207.84 28,77,295.00 (1,58,552.63) 1,66,30,950.21
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16 PROVISIONS (Amt. in `)
Particulars As at As at
March 31,2021 March 31,2020
Provision for Employees Benefits 1,41,13,256.00 1,23,90,884.00
Proposed Dividends (including - -
Dividend Distribution Tax)
1,41,13,256.00 1,23,90,884.00
17 TRADE PAYABLES (Amt. in `)
Particulars As at As at
March 31,2021 March 31,2020
Due to Micro and Small enterprises (Refer note-35) - -
Other Trade Payable 2,68,47,220.62 3,57,03,076.52
2,68,47,220.62 3,57,03,076.52
18 OTHER FINANCIAL LIABILITIES (Amt. in `)
Particulars As at As at
March 31,2021 March 31,2020
Statutory Dues & Expenses Payable 1,90,90,774.74 1,58,79,636.06
Creditors for exp. 1,31,73,876.96 26,27,466.26
Current Maturity of Long Term Borrowings 1,07,59,288.39 98,06,833.86
4,30,23,940.09 2,83,13,936.18
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
144
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
9,97,86,226.37 20410714.68
The reconciliation of estimated income tax expense at statutory income tax rate to income tax ex-
pense reported in statement of profit and loss is as follows:
(Amt. in `)
Particulars 2020-2021 2019-2020
Profit before income taxes 38,76,14,857.84 7,62,84,274.04
Indian statutory income tax rate 25.17% 25.17%
Expected income tax expense 9,75,62,659.72 1,92,00,751.78
Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:
The tax rate used for the year 2020-21 and 2019-20 is the corporate tax rate of 25.17% (22% + surcharge @
10% and cess @ 4%) and 25.17% (22% + surcharge @ 10% and cess @ 4%) respectively payable on tax-
able profits under the Income Tax Act, 1961.Significant components of net deferred tax assets and liabilities
for the year ended March 31, 2021 are given in Note 14.
30 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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149
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Table XII: Maturity Profile of Defined Benefit Obligation (Valued on undiscounted basis)
(Amt. in `.)
Particulars 31.03.2021 31.03.2020
Year 1 17,00,159.00 15,08,966.00
Year 2 17,70,895.00 15,24,588.00
Year 3 20,46,689.00 15,17,011.00
Year 4 15,41,914.00 17,15,428.00
Year 5 15,69,864.00 13,00,834.00
After 5 Year 1,20,45,717.00 1,07,77,822.00
Total 2,06,75,238.00 1,83,44,649.00
32 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 2020-21 as per Accounting Standard (AS) 29 on “Provisions, Contingent Liabilities and Contingent
Assets”.
33 Contingent Liabilities and Commitments
Following Bank Guarantees From HDFC Bank Ltd. (Branch Greater Kailash-ii, New Delhi) In Favor of The
Principal Commissioner of Custom.
There is a probability of liability arising in future as of the BG Amount.
BENEFICIARY BG AMOUNT (INR) ISSUEDATE
THE PRINCIPAL COMMISSIONER OF CUSTOM 4342654 30-06-2020
THE PRINCIPAL COMMISSIONER OF CUSTOM 531303 30-06-2020
THE PRINCIPAL COMMISSIONER OF CUSTOM 786814 30-06-2020
THE PRINCIPAL COMMISSIONER OF CUSTOM 1342506 30-06-2020
THE PRINCIPAL COMMISSIONER OF CUSTOM 660824 30-06-20203
34 Gain or loss on foreign currency transaction and translation:
The Company has made a gain of Rs 53,05,758.27 and Rs.33,53,985.13 on account of foreign currency
transactions during the financial year 2020-21 and 2019-20 respectively due to exchange price fluctuation.
35 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 2020-2021 2019-2020
Revenue from Operation
Domestic 98,57,66,124.02 55,82,53,409.97
Overseas 23,88,27,443.30 13,65,10,250.98
Total 1,22,45,93,567.32 69,47,63,660.95
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
36 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.
37 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 31/03/2021 Year ended 31/03/2020
Balance at Maximum Balance at Maximum
year end Outstanding year end Outstanding
Related Party:
((a) Titan Securities Limited - 3,05,12,130.00 3,06,55,573.00 4,71,35,318.00
(b) Tanita Leasing & Finance Limited - 1,63,36,891.00 1,66,54,987.00 2,14,48,570.00
(c) Connoisseur Management Services - 82,29,296.00 83,95,372.00 1,42,29,296.00
Private Limited
(d) Titan Media Limited - 31,88,409.00 - 20,00,000.00
(e) Tee Eer Securities & Financial Services - - 31,23,578.00 65,00,000.00
Private Limited
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
v. Relatives of Key Managerial Personal:
(a) Udit Singla
(b) Shivom Singla
(c) Raja Singla
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 2020-2021 2019-2020
Borrowings (Non-Current) (Net)
Titan securities limited Significant influence over, (3,06,55,573.00) (1,35,79,745.00)
the entity;
Tanita Leasing & Finance Limited Other related parties (1,66,54,987.00) (43,69,013.00)
Connoisseur Management Services Other related parties (83,95,372.00) (58,33,924.00)
Private Limited
Tee Eer Securities & Financial Other related parties - (20,00,000.00)
Services Private Limited
Titan Media Limited Other related parties (31,23,578.00) (33,76,422.00)
(5,88,29,510.00) (2,91,59,104.00)
Finance Costs
Titan Securities Limited Significant influence over, 17,05,797.00 33,92,641.00
the entity;
Tanita Leasing & Finance Limited Other related parties 7,58,037.00 15,27,703.00
Connoisseur Management Services Other related parties 3,35,641.00 8,92,460.00
Private Limited
Tee Eer Securities & Financial Other related parties - 43,396.00
Services Private Limited
Titan Media Limited Other related parties 1,28,257.00 2,55,945.00
29,27,732.00 61,12,145.00
Dividend Issued
Titan Securities Limited Significant influence over, 26,40,466.00 -
the entity;
26,40,466.00 -
Revenue from Operations
Peptech Biosciences Ltd Subsidiary 2,69,06,701.25 5,44,24,247.60
Stalwart Nutritions Private Ltd. Other related parties 2,77,625.00 1,22,720.00
2,71,84,326.25 5,45,46,967.60
Expenditure
Emprise Production Private Ltd. Other related parties - 3,00,000.00
Cost of Material Consumed
Peptech Biosciences Ltd Subsidiary 2,00,61,125.00 19,14,445.00
Phoenix Bio Sciences Private Ltd Other related parties 5,79,17,000.00 4,75,46,900.00
7,79,78,125.00 4,94,61,345.00
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(c). Details of significant balances with Associates, KMPs, other related parties:-
(Amt. in `.)
Particulars Relationship As at As at
31st March 2021 31st March 2020
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 over, - 3,06,55,573.00
the entity;
Tanita Leasing & Finance Limited Other related parties - 1,66,54,987.00
Connoisseur Management Services Other related parties - 83,95,372.00
Private Limited
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(Amt. in `.)
Particulars Relationship As at As at
31st March 2021 31st March 2020
22,20,362.00 20,82,598.00
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.
39 Financial instruments
(I) Financial instruments by category (Amt. in `.)
Particulars As at 31st March 2021 As at 31st March 2020
Carrying Value Fair Value Carrying Value Fair Value
Financial Assets
Measured at amortised cost
Trade Receivable 16,11,71,804.92 16,11,71,804.92 10,53,91,527.34 10,53,91,527.34
Cash and Cash Equivalents 5,30,85,903.55 5,30,85,903.55 1,70,09,903.69 1,70,09,903.69
Other Bank Balance 18,39,185.40 18,39,185.40 2,46,185.40 2,46,185.40
Other Financial Assets Non Current 7,45,18,613.27 7,45,18,613.27 57,61,800.55 57,61,800.55
Total Financial Assets 29,06,15,507.14 29,06,15,507.14 12,84,09,416.98 12,84,09,416.98
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(Amt. in `.)
Particulars As at 31st March 2021 As at 31st March 2020
Carrying Value Fair Value Carrying Value Fair Value
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 1,82,68,471.00 1,82,68,471.00 8,47,81,775.04 8,47,81,775.04
Borrowings-Current 5,70,89,477.06 5,70,89,477.06 8,40,96,680.31 8,40,96,680.31
trade Payables 2,68,47,220.62 2,68,47,220.62 3,57,03,076.52 3,57,03,076.52
Other financial Liabilities 4,30,23,940.09 4,30,23,940.09 2,83,13,936.18 2,83,13,936.18
Total Financial liabilities 14,52,29,108.77 14,52,29,108.77 23,28,95,468.05 23,28,95,468.05
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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
instrument 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 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
customer. 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 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 2021 31st March 2020
Trade Receivables (Bulk purchaser) 6,80,49,690.00 5,06,88,541.67
Trade Receivables (Culture Media ) 5,49,52,431.02 1,15,49,854.62
Trade Receivables (Export) 3,74,82,994.90 53,42,146.06
Total 16,04,85,115.92 6,75,80,542.35
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 its due.
(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, 2021 year within 3 5 years
Trade Payables 2,68,47,220.62 - 2,68,47,220.62 - -
Borrowings 7,53,57,948.06 - 5,70,89,477.06 1,82,68,471.00 -
Other financial Liabilities 4,30,23,940.09 3,22,64,651.70 1,07,59,288.39 - -
Total 14,52,29,108.77 3,22,64,651.70 9,46,95,986.07 1,82,68,471.00 -
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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, 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 2,11,53,736.41 47,98,528.63
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 2,11,53,736.41 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 2021 As at 31st March 2020
FC INR FC INR
Financial Assets
Trade Receivables
USD 4,56,974.15 3,74,82,994.90 2,26,766.59 1,84,01,342.61
EURO - - - -
Total 4,56,974.15 3,74,82,994.90 2,26,766.59 1,84,01,342.61
Financial Liabilities
Trade Payables
USD - - - -
Total - - - -
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(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 2021 As at 31st March 2020
Increase By 5% decrease By 5% Increase By 5% decrease By 5%
Financial Assets
Trade Receivables
USD 18,74,149.75 (18,74,149.75) 9,20,067.13 (9,20,067.13)
EURO - - - -
Total 18,74,149.75 (18,74,149.75) 9,20,067.13 (9,20,067.13)
Financial Liabilities
Trade Payables
USD - - - -
Total - - - -
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42 EXCEPTIONAL ITEMS
(`Amt. in Rs.)
Particulars 2020-2021 2019-2020
Export Incentive 9,00,874.00 61,40,625.00
Customs Duty paid against advance licence (41,44,929.00) -
(32,44,055.00) 61,40,625.00
43 CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE
(`Amt. in lacs of Rs.)
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(iii) The company does not carry any provisions for corporate social responsibility expenses for the current
year.
(iv) The company does not wish to carry forward any excess amount spent during the year.
(v) The company does not have any on goinng projects as at 31 March, 2021.
44 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.
45 Previous year’s figures have been reclassified / regrouped wherever necessary to conform to current year’s
classification / disclosure.
46 The financial statements were approved by the Board of Directors and authorised for issue on June 29,
2021.
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
UDIN NO-21095196AAAAKI1092
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 38 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, 2021. ensures all transactions and balances with relat-
ed parties have been disclosed in the consolidat-
Related party transactions are subject to the
ed Ind AS financial statements.
compliance requirements under the Companies Act
2013 and SEBI (LODR) 2015 Obtaining an understanding of the Group’s poli-
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
audit.
Bank Guarantees issued in Favor of The Principal Commissioner of Custom, for imports of goods (Raw Material) at
on concessional Custom duty.
Following Bank Guarantees From HDFC Bank Ltd. (Branch Our audit procedures included the following:
Greater Kailash-ii, New Delhi) In Favor of The Principal Com- Assessed the progress of significant tax demands
missioner of Custom. and contingencies.
BENEFICIAY BG AMOUNT (INR) ISSUE DATE Evaluated management’s assessment of the likely
THE PRINCIPAL 4342654.00 30/06/2020 outcome
COMMISSIONER
OF CUSTOM Inquired with both legal and finance personnel in
THE PRINCIPAL 531303.00 30/06/2020 respect of ongoing relevant correspondence.
COMMISSIONER Assessed the related disclosure of contingencies
OF CUSTOM
as described in the financial statements.
THE PRINCIPAL 786814.00 30/06/2020
COMMISSIONER Looking into the probability of liability arising in future
OF CUSTOM as there could be any recovery made by the Custom
THE PRINCIPAL 1342506.00 30/06/2020 Department out of the Bank Guarantees, the amount of
COMMISSIONER Bank Guarantees have been identified as contingent
OF CUSTOM
liability at Balance Sheet Date. There is a probability of
THE PRINCIPAL 660824.00 30/06/2020 liability arising in future as of the BG Amount.
COMMISSIONER
OF CUSTOM
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
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 included
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.
166
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
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
auditors 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 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 consolidated Ind AS financial statements of the current period and are, there-
fore, 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.1582.04 Lakhs as at March 31, 2021, and total revenues of
Rs.2259.70 Lakhs, net profit of Rs. 292.26 Lakhs, other comprehensive income of Rs. (-) 0.82 Lakhs and net cash
flows amounting to Rs.1.02 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 finan-
cial statements, other financial 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;
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, 2021
taken on record by the Board of Directors of the Holding Company and on the basis of written representations
received by the management from Directors of its subsidiary which is incorporated in India, as on March 31, 2021,
none of the Directors of the Group’s companies incorporated in India, is disqualified as on March 31, 2021 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 re-
porting with reference to these Consolidated Ind AS financial statements of the Holding Company and its subsid-
iary 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 cur-
rent year by the Holding Company and its subsidiary which are incorporated in India to its Directors is in accord-
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
ance 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 Compa-
nies (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 finan-
cial statements as also the other financial information of the subsidiary, as noted in the ‘Other matter’ 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 dur-
ing the year ended March 31, 2021;
iii. There has been no delay in transferring amount to the Investor Education and Protection Fund by the Holding
Company and its subsidiary incorporated in India during the year ended March 31, 2021.
For Sunita Agrawal & Co.
Chartered Accountants
ICAI FRN-515225C
CA Sunita Agrawal
Partner
M.No.095196
UDIN-21095196AAAAKK8131
Place: Delhi
Date: 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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, 2021, 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.
CA Sunita Agrawa)
Partner
M.No.095196
UDIN-21095196AAAAKK8131
Place: Delhi
Date: 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
B Liabilities
1. Non-Current Liabilities
a. Financial Liabilities
(i) Borrowings 13 48,552,522.00 115,537,582.04
(ii) Lease liabilities 14 13,982,646.40
b. Deferred tax liabilities (Net) 15 13,892,268.90 12,326,988.28
c. Provisions 16 14,871,708.00 12,783,530.00
Total Non-Current Liabilities 91,299,145.30 140,648,100.32
2. Current Liabilities
a. Financial Liabilities
(i) Borrowings 13 82,852,622.18 113,405,293.73
(ii) Lease liabilities 14 2,501,925.66
(iii) Trade payables 17 37,135,334.12 41,238,203.52
(iv) Other Financial Liabilities 18 50,035,288.23 32,298,719.72
b. Other current liabilities 19 15,000,638.51 13,505,206.16
c. Current Tax Liabilities (Net) 20 3,570,159.35 3,850,400.33
Total Current Liabilities 191,095,968.05 204,297,823.46
TOTAL EQUITY AND LIABILITIES 1,007,155,677.79 760,395,971.00
The accompanying notes referred to above form an integral part of the consolidated financial statement
UDIN: 21095196AAAAKK8131
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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
UDIN: 21095196AAAAKK8131
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706
UDIN: 21095196AAAAKK8131
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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
UDIN: 21095196AAAAKK8131
Place : Delhi
Date : 29.06.2021
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 i.e year ended 31st March, 2021.
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, 2021 March 31, 2020
53.11% 53.11% India
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
al is determined on weighted average cost basis. Further the cost for Work-in-progress includes ma-
terial 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.
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 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 embod-
ying 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 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 usu-
ally 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 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.
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 esti-
mated reliably.
Notes to the consolidated financial statements for the year ended March 31, 2021
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 contri-
bution scheme and contributions paid/payable towards these funds are recognised as an expense 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.“
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.
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,
financing 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 intan-
gible 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 lia-
bility 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.
Notes to the consolidated financial statements for the year ended march 31, 2021
(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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 meas-
ured 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 recognised 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 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.
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 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. 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 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 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 ob-
ligation 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 deduct-
ing 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 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
187
2. Property Plant and Equipment (`Amt. in `)
Plant and Equipment 182,795,754.80 24,320,775.69 528,200.00 206,588,330.49 46,529,001.42 11,452,854.01 81.00 57,981,774.43 148,606,556.06 136,266,753.38
Office Equipment 3,067,577.69 286,556.19 - 3,354,133.88 1,649,357.00 612,132.46 - 2,261,489.46 1,092,644.42 1,418,220.69
Furniture and Fixtures 8,463,431.50 311,325.00 - 8,774,756.50 5,142,373.78 853,134.94 - 5,995,508.72 2,779,247.78 3,321,057.72
Total 349,547,370.38 24,918,656.88 528,200.00 373,937,827.26 93,439,664.67 18,408,145.41 81.00 111,847,729.08 262,090,098.18 256,107,705.71
Previous Year 364,783,361.51 39,431,534.87 149,790.00 404,065,106.38 75,542,254.39 17,905,904.28 8,494.00 93,439,664.67 310,625,441.71 289,241,107.12
2020 31, 2020 1, 2020 ments ments 31, 2021” 31, 2021” 31, 2020
Previous Year 4,259,338.00 163,747.00 - 4,423,085.00 3,317,399.00 96,293.40 - 3,413,692.40 1,009,392.60 941,939.00
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29TH ANNUAL REPORT
TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Particulars As at As at
March 31,2021 March 31,2020
Security Deposits 12,390,364.27 6,009,554.27
Capital advance 62,705,022.00 -
Duties & Taxes Demand Dep.(Pending claims) - 82,236.28
75,095,386.27 6,091,790.55
Particulars As at As at
March 31,2021 March 31,2020
Unamortized Expenses - 29,772.00
- 29,772.00
Particulars As at As at
March 31,2021 March 31,2020
Raw Material 195,467,387.60 186,014,021.73
Finished Goods 108,664,853.56 81,324,022.51
Packing Material 19,633,789.83 11,076,518.57
Consumable Stores 1,611,146.69 1,343,104.92
325,377,177.68 279,757,667.73
Particulars As at As at
March 31,2021 March 31,2020
Outstanding for a period exceeding six months
(from the due date)
Unsecured, Considered Good 3,383,845.06 1,204,400.05
Doubtful - -
Outstanding for a period less than six months 177,654,596.02 117,420,244.69
Unsecured, Considered Good
181,038,441.08 118,624,644.74
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Particulars As at As at
March 31,2021 March 31,2020
Balance with Banks:
Current Accounts 52,802,318.14 15,861,823.54
Cash on hand 1,703,236.67 2,464,940.41
54,505,554.81 18,326,763.95
Particulars As at As at
March 31,2021 March 31,2020
Bank Deposits maturing within 12 months
FDRs against Security Deposits 1,839,185.40 246,185.40
1,839,185.40 246,185.40
Particulars As at As at
March 31,2021 March 31,2020
Advance Income tax/TDS - -
Less:Provision for Current Tax - -
- -
CURRENT TAX LIABILITY (NET) (Amt. in `.)
Particulars As at As at
March 31,2021 March 31,2020
Provision for Current Tax 108,556,858.00 23,937,679.00
Less:Advance Income tax/TDS (104,986,698.65) (20,087,278.67)
3,570,159.35 3,850,400.3311
Particulars As at As at
March 31,2021 March 31,2020
Advances to Suppliers 16,651,831.93 16,123,150.43
Prepaid Expenses 1,168,254.60 1,027,399.27
Other Miscellaneous Advances 921,719.72 1,562,161.79
Balance with Revenue Authorities 11,786,848.11 6,311,219.63
30,528,654.36 25,023,931.12
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Particulars As at As at
March 31,2021 March 31,2020
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:
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
FINANCIAL LIABILITIES
13 (Amt. in `.)
BORROWINGS (NON CURRENT)
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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.902A Block A, RIICO Industrial Area,Bhiwadi, Rajasthan-301002 in the name of
M/s Titan Biotech Limited.
(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 LEASES
“The Company leases various types of assets including land, buildings and plant and equipment. Information
about leases for which the Company is a lessee is presented below.”
RIGHT OF USE ASSET
LEASE LIABILITIES
Lease liabilities included in the Balance Sheet as at March 31, 2021
Non Current Lease liabilities (`Amt. in Rs.)
Particulars As at March 31, 2021 As at March 31, 2020
Balance as on 01-04-2020 16,128,077.17 -
Less:-Discharge of liabilties 2,145,430.77 -
13,982,646.40 -
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
On transition to Ind AS 116, the Company has recognised right-of-use assets and lease liabilities. The
impact on transition is summarized below:
Particulars As at As at
March 31,2021 March 31,2020
Operating Lease Liability as on 31-03-2021 as per Ind AS 116 18,630,002.83 -
Right of Use asset recorgnised as per Ind AS 116 23,720,850.83
When measuring lease liabilities for leases that were classified as operating lease, the Company
discounted lease payments using its incremental borrowing rate at 1 April 2020 which is 8.10%.
(Amt. in `.)
Movement in Deferred Tax 2020-21 2019-20
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 Comprehen-
Profit or Loss Income or Loss sive Income
Provision for Employees Benefits 3,800,415.80 731,621.42 - 4,532,037.22 3,169,723.81 630,691.99 - 3,800,415.80
Leave Encashment 1,044,048.29 471,711.85 1,515,760.14 643,523.87 400,524.42 1,044,048.29
Total Deferred Tax Assets 4,844,464.09 1,203,333.28 - 6,047,797.37 3,813,247.68 1,031,216.41 - 4,844,464.09
Total Deferred Tax Liabilities 17,171,452.37 2,593,254.00 175,359.89 19,940,066.26 14,339,734.64 3,000,544.00 (168,826.27) 17,171,452.37
16 PROVISIONS
(Amt. in `.)
Particulars As at As at
March 31,2021 March 31,2020
Provision for Employees Benefits 14,871,708.00 12,783,530.00
Proposed Dividends (including Dividend Distribution Tax) - -
14,871,708.00 12,783,530.00
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Particulars As at As at
March 31,2021 March 31,2020
Due to Micro and Small enterprises (Refer Note 35) - -
Other Trade Payable 37,135,334.12 41,238,203.52
37,135,334.12 41,238,203.52
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(`Amt. in Rs.)
Particulars 2020-2021 2019-2020
Inventories at the beginning of the Financial year
Finished Goods 81,324,022.51 72,399,886.44
81,324,022.51 72,399,886.44
Inventories at the end of the Financial year
Finished Goods 108,664,853.56 81,324,022.51
108,664,853.56 81,324,022.51
(Increase)/ Decrease in Inventories (27,340,831.05) (8,924,136.07)
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197
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150,000.00 135,000.00
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:
The tax rate used for the year 2020-21 and 2019-20 is the corporate tax rate of 25.17% (22% + surcharge @
10% and cess @ 4%) and 25.17% (22% + surcharge @ 10% 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, 2021 are given in Note 14.
30 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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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
Table VII: Expense Recognized in Statement of Profit and Loss (`Amt. in Rs.
Particulars 31.03.2021 31.03.2020
Service cost 2,087,295.00 1,780,739.00
Net Interest Cost 819,425.00 724,990.00
“Expenses Recognized in the statement of Profit & Loss“ 2,906,720.00 2,505,729.00
Table VIII: Change in Net Defined Obligations (Unfunded) (`Amt. in Rs.)
Particulars 31.03.2021 31.03.2020
Opening of Net defined benefit liability 12,783,531.00 9,757,612.00
“Service cost“ 2,087,295.00 1,780,739.00
Net Interest Cost 819,425.00 724,990.00
Re-measurements (696,702.00) 670,744.00
Contribution paid to fund (121,840.00) (150,554.00)
Closing of Net defined benefit liability 14,871,709.00 12,783,531.00
Table IX: Reconciliation of Expense in Profit and Loss Statement (`Amt. in Rs.)
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32 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 2020-21 as per Indian Accounting Standard (Ind AS) 37 on “Provisions, Contingent Liabilities and Contin-
gent Assets”.
The Company has made a gain of Rs.60,06,392.57 and Rs.37,26,390.82 on account of foreign currency
transactions during the financial year 2020-21 and 2019-20 respectively due to exchange price fluctuation.
35 Segment Reporting
(a). 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 busi-
ness segment, the disclosure requirements of Ind AS-108 in this regard are not applicable.
36 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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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
37 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:
(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 - - - -
38 Related Party Disclosures:
A. List of Related Parties:
(a). Related Party:
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.
(h) MBON Nutrients LLP
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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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 Rs.
Dividend Issued
Titan Securities Limited Significant influence over, the entity; 2,640,466.00 -
2,640,466.00 -
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(b). Details of significant transactions with Key Managerial Personnel and relatives: (`Amt. in Rs.)
Particulars Relationship 2020-21 2019-20
short-term employee benefits;
Directors’ Remuneration
Mr.Naresh Kumar Singla (Managing Director) KMP 4,800,000.00 4,800,000.00
Mr.Suresh Chand Singla (Managing Director) KMP 4,800,000.00 4,800,000.00
9,600,000.00 9,600,000.00
Leave Encashment
Mr.Prem Shankar Gupta (C.F.O) KMP 67,401.00 38,176.00
Mr.Charanjit Singh (Company Secretary) KMP 8,971.00 40,488.00
76,372.00 78,664.00
Salary & Wages
Mr. Udit Singla Relative of KMP 4,125,000.00 3,720,000.00
Mr. Shivom Singla Relative of KMP 4,500,000.00 3,720,000.00
Mr. Raja Singla Relative of KMP 4,680,000.00 2,340,000.00
Mr. Mr.Charanjit Singh (Company Secretary) KMP 1,570,840.00 1,467,824.00
Mr.Prem Shankar Gupta (C.F.O) KMP 1,227,996.00 1,152,228.00
Ms. Supriya Singla Relative of KMP 4,125,000.00 3,720,000.00
20,228,836.00 16,120,052.00
Bonus
Mr. Udit Singla Relative of KMP 156,188.00 154,938.00
Mr. Shivom Singla Relative of KMP 187,425.00 154,938.00
Mr. Raja Singla Relative of KMP 233,906.00 -
Mr.Charanjit Singh (Company Secretary) KMP 73,861.00 57,929.00
Mr.Prem Shankar Gupta (C.F.O) KMP 58,036.00 73,362.00
Ms. Supriya Singla Relative of KMP 156,188.00 154,938.00
865,604.00 596,105.00
(c). Details of significant balances with Associates, KMPs, other related parties:- (`Amt. in Rs.)
Particulars Relationship As at As at
March 31,2021 March 31,2020
Borrowings (Non-Current)
Titan Securities limited Significant influence 23,200,000.00 44,544,014.00
over, the entity;
Tanita Leasing & Finance Limited Other related parties 3,000,000.00 23,051,323.00
Connoisseur Management Other related parties - 8,395,372.00
Services Private Limited
Tee Eer Securities & Financial Other related parties - -
Services Private Limited
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
2,751,550.00 2,364,828.00
The Company has been advised that the computation of net profit for the purpose of Director’s Remuneration un-
der 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.
39 Financial instruments
“(I) Financial instruments by category“ (`Amt. in Rs.
Particulars As at March 31,2021 As at March 31,2020
Carrying Value Fair Value Carrying Value Fair Value
Financial Assets
Measured at amortised cost
Trade Receivable 181,038,441 181,038,441.08 118,624,645 118,624,644.74
Cash and Cash Equivalents 54,505,555 54,505,554.81 18,326,764 18,326,763.95
Other Bank Balance 1,839,185 1,839,185.40 246,185 246,185.40
Other Financial Assets Non Current 75,095,386 75,095,386.27 6,091,791 6,091,790.55
Total Financial Assets 312,478,568 312,478,568 143,289,385 143,289,385
Financial liabilities
Measured at amortised cost
Borrowings-Non Current 48,552,522.00 48,552,522.00 115,537,582 115,537,582
Borrowings-Current 82,852,622.18 82,852,622.18 113,405,294 113,405,294
Trade Payables 37,135,334.12 37,135,334.12 41,238,204 41,238,204
Other financial Liabilities 50,035,288.23 50,035,288.23 32,298,720 32,298,720
Total Financial liabilities 218,575,767 218,575,767 302,479,799 302,479,799
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 instrument
fails to meet its contractual obligations, and arises principally from the Company’s receivables from custom-
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 assets.
The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company as-
sesses 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 customer
operates, also has an influence on credit risk assessment. Credit risk is managed through continuously mon-
itoring 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 custom-
ers. 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 Rs.)
Particulars As at March 31,2021 As at March 31,2020
Trade Receivables (Bulk purchaser) 87,576,835.95 79,239,894.95
Trade Receivables (Culture Media ) 54,952,431.02 19,603,648.06
Trade Receivables (Export) 38,509,174.11 19,781,101.73
Total 181,038,441.08 118,624,644.74
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 liquid-
ity 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 Rs.)
Contractual maturities Total Carrying On demand on due within Over 1 year Over 3 year
of financial liabilities value payable 1 year within 3 within 5
as at March 31, 2021 year year
Trade Payables 37,135,334.12 - 37,135,334.12 - -
Borrowings 131,405,144.18 57,089,477.06 22,352,522.00 -
Other financial Liabilities 50,035,288.23 18,507,102.32 22,219,151.87 - -
Total 218,575,766.53 18,507,102.32 116,443,963.05 22,352,522.00 -
(`Amt. in Rs.)
Contractual maturities Total Carrying On demand on due within Over 1 year Over 3 year
of financial liabilities value payable 1 year within 3 within 5
as at March 31, 2021 year year
Trade Payables 41,238,203.52 - 41,238,203.52 - -
Borrowings 228,942,875.77 118,893,930.42 84,096,680.31 25,952,265.04 -
Other financial Liabilities 32,298,719.72 18,507,102.32 13,791,617.40 - -
Total 302,479,799.01 137,401,032.74 139,126,501.23 25,952,265.04 -
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 be-
cause of changes in foreign exchange rates.
The Company has international transactions and is exposed to foreign exchange risk arising from for-
eign 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
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
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 March 31,2021 As at March 31,2020
FC INR FC INR
Financial Assets
Trade Receivables
USD 470,771.59 38,869,174.11 245,339.53 19,781,101.73
EURO - - - -
Total 38,869,174.11 18,051,827.59
Financial Liabilities
Trade Payables
USD - - - -
Total - - - -
(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 Rs
Particulars As at 31st March 2021 As at 31st March 2020
Increase decrease Increase decrease
By 5% By 5% By 5% By 5%
Financial Assets
Trade Receivables
USD 1,943,458.71 (1,943,458.71) 989,055.09 (989,055.09)
EURO - - - -
Total 1,943,458.71 (1,943,458.71) 989,055.09 (989,055.09)
Financial Liabilities
Trade Payables
USD - - - -
Total - - - -
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
(`Amt. in Rs.)
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest
rates.
(`Amt. in Rs.)
Particulars As at March 31,2021 As at March 31,2020
The capital structure of the Company consists of equity, debt, cash and cash equivalents. The Company’s
objective 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.
40 The Board of Directors of the Company has recommended a dividend of Rs. 1.50/- Per Equity Share for the
Financial Year ended on 31st March, 2021. The dividend will be paid after approval of the same by the share-
holders in the Annual General Meeting.
41 Additional information related to Foreign Exchange Inflow and outflow are as under:
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
42 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 statements.
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.
43 EXCEPTIONAL ITEMS
(`Amt. in Rs.)
Particulars 2020-2021 2019-2020
Export Incentive 9,00,874.00 61,40,625.00
Customs Duty paid against advance licence (41,44,929.00) -
(32,44,055.00) 61,40,625.00
TOTAL 10.92 -
(iii) The company does not carry any provisions for corporate social responsibility expenses for the current
year.
(iv) The company does not wish to carry forward any excess amount spent during the year.
(v) The company does not have any ongoing projects as at 31 March, 2021.
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45
Additional information as required under Schedule III to the Companies Act, 2013, of enterprises
consolidated as Subsidiaries/Associates/Joint Ventures:-
(Amt. in Rs. )
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
group liablilities income 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 90.82% 658,201,133.84 90.75% 287,726,706.47 115.91% 604,280.69 90.79% 288,330,987.16
Indian
1. Peptech 4.05% 29,380,750.92 4.93% 15,625,399.57 -8.45% (44,059.05) 4.91% 15,581,340.52
Biosciences Limited
Non-controlling
Interests in all
subsidiaries
1. Peptech 5.13% 37,178,679.67 4.32% 13,700,769.07 -7.46% (38,879.53) 4.30% 13,661,889.54
Biosciences Limited
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
group liablilities income 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 91.02% 378,133,846.69 79.13% 62,014,184.36 93.91% (471,374.37) 79.03% 61,542,809.99
Subsidiaries
Indian
1. Peptech 3.32% 13,799,410.41 11.03% 8,643,562.19 3.23% (16,224.63) 11.08% 8,627,337.56
Biosciences Limited
Non-controlling
Interests in all
subsidiaries
1. Peptech 5.66% 23,516,790.13 9.85% 7,716,457.00 2.85% (14,318.73) 9.89% 7,702,138.27
Biosciences Limited
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TITAN BIOTECH LIMITED 29TH ANNUAL REPORT
46. Previous year’s figures have been reclassified / regrouped wherever necessary to conform to current year’s
classification / disclosure.
47. The financial statements were approved by the Board of Directors and authorised for issue on June
29, 2021.
For Sunita Agrawal & Co. Naresh Kr. Singla Suresh Chand Singla
Chartered Accountants Managing Director Managing Director
FRN-515225C DIN-00027448 DIN-00027706
Place : Delhi
Date : 29.06.2021
217