Dear Shareholders,
The Board of Directors are pleased to present the 32nd Annual Report of
the Company along with the audited financial statements (standalone and consolidated) for
the financial year ended 31 st March 2024. ("FY 2023-24/ FY 24"). The
consolidated performance of the Company and its associate has been referred to wherever
required.
1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:
The Audited Financial Statements of your Company as on March 31, 2024,
are prepared in accordance with the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
Particulars |
Standalone |
Consolidated |
|
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
Revenue from operations |
16407.21 |
14,399.93 |
16407.21 |
14,399.93 |
Other income |
174.82 |
194.31 |
174.82 |
194.31 |
Revenue |
16582.03 |
14,594.24 |
16582.03 |
14,594.24 |
Expenses |
|
|
|
|
Operating expenditure |
12979.07 |
11448.02 |
12979.07 |
11448.02 |
Profit for the year before depreciation, |
|
|
|
|
|
3602.96 |
3146.23 |
3,602.96 |
3,146.23 |
Finance Costs, exceptional item and tax |
|
|
|
|
Less: Finance Costs |
117.00 |
74.59 |
117.00 |
74.59 |
Less: Depreciation |
333.06 |
260.03 |
333.06 |
260.03 |
Profit/Loss before tax and exceptional item |
3152.90 |
2,811.60 |
3152.90 |
2,811.61 |
Provision for Taxation |
786.58 |
709.12 |
786.58 |
709.12 |
Exceptional item |
- |
- |
- |
- |
Profit/Loss after Tax |
2366.32 |
2,102.49 |
2366.32 |
2,102.48 |
Share in profit of associate |
- |
- |
118.96 |
381.93 |
Profit/Loss |
2366.32 |
2,102.49 |
2485.30 |
2,484.42 |
Other Comprehensive Income |
|
|
|
|
|
17.48 |
6.22 |
17.48 |
6.22 |
(Net of Tax) |
|
|
|
|
|
|
2108.71 |
|
2490.64 |
Total Comprehensive Income for the period |
2383.80 |
|
2502.78 |
|
EPS |
28.64 |
25.44 |
30.07 |
30.06 |
2. PERFORMANCE AND REVIEW
The revenue of the Company from operations was Rs. 16407.21 Lacs in
FY24, which was 14% higher consolidated revenue of Rs. 14,399.93 Lacs in FY23. The profit
before tax ("PBT") for FY24 were Rs. 3152.90/- Lacs, respectively as compared to
Rs. 2811.61/- Lacs, respectively for FY23.
The consolidated EBITDA margin was at 21.72 % in FY24 as compared to
21.64 % in FY23. Profit for the at Rs. 2502.78/- Lacs in FY24 as compared to Rs. 2490.64/-
Lacs in FY23..
The total revenue for FY 2024 was Rs. 16582.03/- lakhs increase by 14 %
percent over the previous year's
Rs. 14594.24/- lakhs. The profit after tax ("PAT") for FY
2024 and FY 2023 was Rs. 2366.32/- Lacs and Rs. 2102.49/-
Lacs, respectively.
3. CONSOLIDATION OF FINANCIAL STATEMENTS
The Financial statements have been prepared in accordance with Indian
Accounting Standards. These financial statements comply in all material respects with
Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a
statement containing salient features of Financial Statements of associate Company namely
M/S
Peptech Biosciences Limited and M/S Titan Media Limited pursuant to
sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended
as "Annexure-1".
4. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 12 (Twelve) times during 2023-2024. For
details, please refer to the Report on Corporate Governance, which forms part of this
Report.
5. COMMITTEES OF THE BOARD OF DIRECTORS
Audit Committee
The details pertaining to the composition of the Audit Committee and
other details are included in the Corporate Governance Report, which is a part of this
report. Further, during the year under review, all recommendations made by the various
Committees have been accepted by the Board.
Nomination &Remuneration Committee
The details pertaining to the composition of the Nomination
Remuneration Committee and other details are included in the Corporate Governance Report,
which is a part of this report. Further, during the year under review, all recommendations
made by the various Committees have been accepted by the Board.
Stakeholder Relationship Committee
The details pertaining to the composition of the Stakeholders
Relationship Committee and other details are included in the Corporate Governance Report,
which is a part of this report. Further, during the year under review, all recommendations
made by the various Committees have been accepted by the Board.
Corporate Social Responsibility Committee
The details pertaining to the composition of the Corporate Social
Responsibility Committee and other details are included in the Corporate Governance
Report, which is a part of this report. Further, during the year under review, all
recommendations made by the various Committees have been accepted by the Board.
6. MEETING OF INDEPENDENT DIRECTORS
A Meeting of the Independent Directors was held on 18/03/2024. All the
independent directors were present in the meeting. The meeting was held through Video
Conferencing and other audio video means.
7. ST ATE OF COMPANY AFFAIRS
The Company is engaged in manufacture and export of Prepared Culture
Media, Biological Goods, Plant Growth Promoters etc. The Company is manufacturing
Peptones, Biological Extracts, Culture Media and Chemicals.
8. FUTURE PLANS
The Company plans to promote its products domestically as well as
internationally in new markets by participating in important exhibitions, conferences and
seminars in and outside India and doing aggressive marketing and advertisement to tap the
market. The Company is developing product for health supplement.
9. DEPOSITS
The Company has not accepted any deposits from public during the year
under review, and as such, no amount of principal or interest on deposits from public was
outstanding as on March 31, 2024.
10. DIVIDEND
The Board of Directors at their meeting held on May 29, 2024, has
recommended payment of Rs. 2.00/- (@ 20%) per equity share of the face value of Rs. 10/-
each as final dividend for the financial year ended March 31, 2024. The payment of final
dividend is subject to the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company. The recommended final dividend shall be paid to those
shareholders whose names appear in the Register of Members as on the Record Date, on
approval by the members at the Annual General Meeting.
11. TRANSFER TO RESERVES
A Sum of Rs. 2,366.32/-Lakhs was transferred to General Reserves out of
the Profits for the Current year and the retained earnings increased from Rs. 8,900.21/-
Lakhs to Rs. 11,117.78/-Lakhs.
12. DET AILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS
During the year, the Board members were regularly apprised with the
overview of Company and its operations by Senior Management Team. Further, the functional
heads made presentation to the Board of Directors. The Board was also apprised of all
regulatory & policy changes.
13. POLICIES ADOPTED BY COMPANY
The policies of the Company are placed on the website of the Company
at: www.titanbiotechltd.com in investors sub link.
14. DIRECTORS
Ms. Supriya Singla and Mr. Udit Singla shall retire in this Annual
general meeting and being eligible offers herself/ himself for reappointment. A resolution
seeking shareholders' approval for her re-appointment along with other required
details forms part of the Notice. The details of remuneration of Directors may be referred
to in the Corporate Governance Report.
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meet the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as independent directors of the Company. During the year under
review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company,
other than sitting fees, commission and reimbursement of expenses, if any.
Pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar
Singla and Mr. Suresh Chand Singla, Managing Directors, Mr. Raja Singla, Whole Time
Director, Mr. Udit Singla, Whole Time Director, Mr. Shivom Singla, Whole Time Director,
Mr. Prem Shankar Gupta, Chief Financial Officer and Mr. Charanjit Singh, Company Secretary
are the Key Managerial Personnel of the Company as on March 31, 2023.
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act, 2013
with respect to Director's Responsibility Statement, it is hereby confirmed: (1) That
in preparation of annual accounts for the financial year ended 31st March, 2024 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 st
March, 2024 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.
16. AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139 and 141 of the Act and the
rules made thereunder, M/s A N S K & Associates, Chartered Accountants (Firm
Registration No.:026177N) were appointed as Statutory Auditors of the Company from the
conclusion of 30th Annual General Meeting held on 30th September, 2022 till the conclusion
of the Annual General Meeting of the Company to be held in the year 2027.
The report of the statutory auditors does not contain any
qualification, reservation or adverse remark or except as mentioned under the heading
Report on other legal and regulatory requirements', under h (vi). The company
and its one of associate company (Peptech Biosciences Limited) has been using Microsoft
2013 as ERP software for accounting which was taken from the vendor. The audit trail
feature could not be activated due to lack of support from the vendor. Further, the above
said old version is in the process of being replaced with
Microsoft Navision Business Enterprise which is updated software and
contains audit trail features. The new version of the software with all the requisite
compliance requirements is implemented..
The Auditors' Report on the financial statements of the Company
for the financial year ended March 31, unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer. The Auditors' Report is
enclosed with the financial statements forming part of the annual report.
Secretarial Auditor
Pursuant to Section 204 of the Act, Mr. Amit Anand (M. No: 13409, C.P
No: 17101), Practicing Company Secretary, was appointed to conduct the Secretarial Audit
of the Company, for the financial year ended March 31, 2024. The Report of the Secretarial
Auditor is annexed as "Annexure 5" to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.
The report of the Secretarial Auditors is also self-explanatory and
need no further comments from the Directors. As per the recommendation from the Committee
on Corporate Governance, constituted by the Government, in its dated October 05, 2017, and
Circular No. CIR/CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report
as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all
applicable SEBI
Regulations and circulars/guidelines issued there under, consequent to
which, the PCS shall submit a report to the listed entity.
Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of
this report as an "Annexure-6".
Cost Auditor
Pursuant to the provisions of Section 148 of the Act read with
Companies (Cost Records and Audit) Rules 2014, M/s Sanjay Kumar Garg & Associates,
Cost Accountants, Firm's Registration Number 100292) have been appointed as Cost
Auditors for the financial year 2022-23 & 2023-24 to conduct cost audit of the
accounts maintained by the Company in respect of the various products prescribed under the
applicable Cost Audit Rules. The Board on recommendations of the Audit Committee has
approved the remuneration payable to the Cost Auditor, subject toratification of their
remuneration by the Members at this AGM. The resolution approving the above proposal is
being placed for approval of the Members in the Notice for this AGM. their appointment is
within the limits of Section 141(3)(g) of the Act and that they The Cost Audit or shave
certified are not disqualified from appointment within the meaning of the said Act.
The cost accounts and records of the Company are duly prepared and
maintained as required under Section 148(1) the Act.
Internal Auditors
Pursuant to the requirements of Section 138 of the Companies Act, 2013
and Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors of the Company had
appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.:
017333N), as the Internal Auditors of the Company for the 2 consecutive F.Y from 2021-22
to 2022-23. Further, the Committee has re-appointed M/s. PGM & Associates as the
Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to
2024-2025.
17. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the period under review, your Company had foreign exchange
earned of Rs. 5208.41/- lakhs and foreign exchange used of Rs. 1555.27 /-lakhs of foreign
exchange..
18. LISTING OF SHARES a) The Company securities have not been
suspended from trading. b) The securities of the Company are listed at the BSE Limited and
will continue to be listed there. c) Company has paid annual listing fees for the
Financial Year 2023-2024 to BSE Limited.
The name and address of stock exchange where shares of Company will
continue to be listed as under:
BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai W
www.bseindia.com eblink:
There was no presentation to Institutional Investors & analyst
during 2023-2024. Plant Locations
A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.
E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.
F-689-690, RIICO Industrial Area, Chopanki, Bhiwadi, Rajasthan -
301019
19. SHARE CAPITAL
There was no change in Share Capital of Company during the year, the
Paid up share capital of the Company stands at Rs. 8,26,37,000/- (Rupees Eight Crore
Twenty-Six Lacs Thirty-Seven Thousand Only) and authorized share capital of the Company
stands at Rs.10,00,00,000/- (Rupees Ten Crores Only)
20. WOMAN DIRECTOR
Pursuant to section 149 of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014, the company is required to
comply with the provisions of Woman Director as the Company is a listed public Company.
Currently Company have Mrs. Manju Singla, one-woman Director in their Board.
21. MA TERIAL CHANGES AND COMMITMENT
Thereareno materialchangesandcommitments occurred, which affect the
financialposition of the Company, from the the date of last financial the report.
Stakeholders are advice to refer note standalonefinancialstatement for the year ended 31st
March, 2024 as included in this annual report. For more clarity kindly go through Notes of
standalone financial statement for the year ended 31st March, 2024.
22. TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties fall under the scope of
Section 188(1) of the Act. The information on transactions with related parties pursuant
to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC-2 is not applicable.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
Your Directors confirm that no financial year 2023-2024, which may
adversely impact the status of ongoing concern and operations in future
24. 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 Companies (Amendment) Act, 2015.
25. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was change in the composition of the Board of Directors and Key
Managerial Personnel of the Company during the year 2023-2024.
During the year Mr. Udit Singla and Mr. Shivom Singla is appointed as
Whole Time Director (Executive Director) of the Company. Mr. Brijesh Kumar Singh and Mr.
Dhairya Madan joined as a Non-Executive Independent Director. Further, there was no change
in the composition of the Board of Directors and Key Managerial Personnel of the Company
after closing of the financial year 2023-2024.
26. CHANGE IN NATURE OF BUSINESS
There was no change in nature of business of Company during the
financial year ended st March, 2024.
27. P ARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF
ACT, 2013
Particulars of Loans, Guarantees or Investments under Section 186 of
Companies Act, 2013 have been disclosed appropriately under financial statements.
28. INFORMATION OF SUBSIDIARY/MATERIAL SUBSIDIARIES/ASSOCIATE COMPANIES
During the year under review, the Company does not have any
subsidiary/material subsidiary.
Currently, the company have below two associate companies:
1. Peptech Biosciences Limited
2. Titan Media Limited
During the Financial Year 2023-2024, the following changes have taken
place in subsidiary / associates / joint venture companies:
Name of Company |
Status (subsidiary / joint
venture / associate) |
Added/ Ceased |
Effective date |
Titan Media Limited |
Associate |
Added |
16-02-2024 |
The Company has acquired 33,90,510 partly paid up equity shares of Rs
24/- each at par aggregating to Rs. (Eight Crore Thirteen Lacs Seventy-Two Thousand Two
Hundred Forty Rupees Only) out of which Rs. 2,03,43,060/- (Two Crore Three Lacs
Forty-Three Thousand Sixty Rupees Only) had paid on application (only application) by way
of subscribing to the rights issue ("said issue") of Titan Media Limited
("Investee Company").
In this regard, the Company agreed to acquire equity shares equivalent
to voting rights of 64.58% of the total and paid up share capital of the Investee Company
whenever the Investee Company will make a further call on the said issue. Currently, the
Company had acquired the 32.29 % voting rights. The Company Stake in Investee Company will
increase in proportionally on each call.
29. VIGIL MECHANISM
Pursuant to Section 177(9) of the Act, a vigil mechanism was
established for directors and employees to report to the management instances of unethical
behaviour, actual or suspected, fraud or violation of the Company's code of conduct
or ethics policy. The vigil mechanism provides multiple channels for reporting concerns
including an option for escalations, if any, to the Chairperson of the Audit Committee of
the Company. The Company has established policy for Vigil Mechanism and the same is placed
on the website of the Company at www.titanbiotechltd.com
30. RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI
Regulations, the Company has laid down Risk Management Policy to inform Board Members
about the risk assessment and minimization procedures. The Board of Directors don't
foresee any elements of risk, which in its opinion, may threaten the existence of the
Company. The
Company is aware of the risks associated with the business. 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.
Since the Company does not rank among the top 1000 listed entities by
market capitalization as of the end of the preceding financial year, it is exempt from
compliance with Regulation 21 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The disclosure of Conservation of Energy and Technology Absorption is
attachedas "Annexure-2" and forms part of the Directors Report.
32. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors has constituted a Corporate Social
Responsibility (CSR) Committee to monitor of CSR activities of your Company.
The details of the composition of the CSR Committee, CSR policy, CSR
initiatives and activities undertaken during year are given in the Annual Report on CSR
activities in "Annexure 3" to this Report.
33. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and 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 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 separate meeting of independent Directors, performance of
Non-Independent Directors, the Board as a whole
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 directors being evaluated.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual director 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 Remuneration Committee, the performance of the Board,
its Committees, and individual directors was also discussed.
34. 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.
Whereas the term of the KMP (other than the Managing
Director/Whole-time Director/Manager) and Senior Management shall be governed by the
prevailing HR policies of the Company.
35. FAMILIARISATION PROGRAMME
Please refer to the Paragraph on Familiarisation Programme in the
Corporate Governance Report for detailed analysis.
36. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in Management discussion Analysis Report.
37. HUMAN RESOURCES
The details in respect of Human Resources are included in Management
discussion and Analysis Report.
38. DISCLOSURE REQUIREMENT
As per SEBI Listing Regulations, the Corporate Governance Report for
the financial yearended31 st March, 2024 giving the details as required under Regulation
34(3) read with Clause C of Schedule V of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 is given separately with the Auditors' Certificate
thereon, and the Management Discussion and Analysis Report are attached, which forms part
of this report. Details of number of Board meetings, board diversity and expertise,
composition of the Audit Committee and establishment of Vigil Mechanism as required under
the Act are provided in the Corporate Governance Report. All mandatory recommendations
made by the committee(s) were reviewed and accepted by the Board of Directors. The Company
has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating
effectively.
39. INSURANCE
All properties and insurable interests of the Company including
buildings, plant & machinery and stocks have adequately insured.
40. GREEN INITIATIVE
As a responsible corporate citizen, the Company welcomes and supports
the Green Initiative' undertaken by Ministry of Corporate Affairs, Government
of India, enabling electronic delivery of documents including the Integrated Annual Report
to Shareholders at their e-mail address previously registered with the depositories or the
Company's Registrar and Share Transfer Agent. In line with the SEBI Listing
Regulations, the Company has emailed soft copies of its Integrated Annual Report to all
those Shareholders who have registered their email address for the said purpose. With
reference to MCA General Circular No. 20/2020 dated May 5, 2020 and MCA Circular dated May
05, 2022 and MCA General Circular No. 11/2022 dated December 28, 2022, read with the
Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated
May 13, 2022, Companies have been dispensed with the printing and dispatch of Annual
Reports to Shareholders. Hence, the Annual Report of the Company for the financial year
ended March 31, 2024, would be sent through email to the Shareholders.
W e would greatly appreciate and encourage more Members to register
their email address with their Depository Participant and/or the RTA/Company, to receive
soft copies of the Annual Report and other information disseminated by the Company.
Shareholders who have not registered their e-mail addresses so far are requested to do the
same. Those holding shares in demat form can register their e-mail address with their
concerned DPs. Shareholders who hold shares in physical form are requested to register
their e-mail addresses with the RTA/ Company, by sending KYC updation forms duly signed by
the shareholder(s) with required details.
41. POLICIES
For better conduct of operations and in compliance with regulatory
requirements, your Company has framed adopted certain policies. In addition to the
Company's Code of Conduct that have been adopted by the Company are as follows:
Name of the Policy/ Code |
Brief Description Web Link |
Terms and Conditions of Appointment of
Independent Directors |
The terms comprises of Role,
Duties and Responsibilities, accompanying liabilities, etc for the Independent Directors
("ID"). |
|
Corporate Social Responsibility Policy |
The Policy delineates the
Company's approach to fostering a beneficial influence on society through initiatives
encompassing education, healthcare, the environment etc., underscoring its commitment to
corporate social responsibility. |
|
Familirisation Programme for Independent
Directors |
The Policy ensures that the
Independent Directors are familiarised with the Company, their roles, rights,
responsibilities in the Company, nature of industry in which the Company operates,
business model of the Company etc. through various programs. |
|
Materiality Policy Policy on Succession
Planning for the Board and Senior |
Materiality Policy can be
accessed in the company website. Policy on Succession Planning for the Board and Senior
can be accessed in the company website. |
|
Policy on Material Subsidiary Risk Management
Policy |
The Policy determines the
material subsidiaries of the Company and to provide the governance framework for them. to
identify risks impacting Company's Business through systematic process of risk
identification by Board or audit committee of executive management etc. |
https://titanbiotechltd.com/investor/policies/ |
Policy for Determnation of Material Events and
Information |
This Policy aims to determine
Materiality of events/information. |
|
Policy on Preservation of Documents |
The Policy deals with
periodicity of retention of the Company records and documents. |
|
Code of Conduct For Prevention of Insider
Trading |
The Company endeavors to
preserve the confidentiality of unpublished price sensitive information and to prevent
misuse of such information. The Company is committed to transparency and fairness in
dealing with all stakeholders and in ensuring adherence to all laws and regulations. |
|
Policy on Board Diversity |
To ensure a transparent Board
nomination process with the diversity of thought, experience, knowledge, perspective and
gender in the Board. |
|
Content Archiving Policy |
The Policy deals with
archival of the Company's documents which have been disclosed on the website of the
Company. |
|
Code of Conduct of Independent Directors of
their responsibilities in a professional and and fulfillment |
The Code is a guide to
professional conduct for independent directors. Adherence to these standards by
independent directors faithful manner will promote confidence of the investment community,
particularly minority shareholders, regulators and companies in the institution of
independent directors. |
|
Code of Conduct for Board of Directors and
Senior Management |
This Code broadly lays down
the general principles to be followed by the Board of Directors and the Senior Management
of the Company as a guide for discharging their respective duties and responsibilities as
members of the Board or Senior Management of the Company, as the case may be. |
|
Nomination and Remuneration Policy |
This Policy formulates the
criteria for determining qualification, competencies, positive attributes and independence
for the appointment of Directors and also the criteria for determining the remuneration of
the Directors, Key Managerial Personnel and other Employees. |
Related Party Transaction Policy |
Related Party Transaction
Policy can be accessed in the company website. |
Policy for Prevention of Sexual Harassment |
The Prevention of Sexual
Harassment Policy has been formed to prohibit, prevent or deter the commission of acts of
sexual harassment at workplace and to provide the procedure for the Redressal of
complaints pertaining to sexual harassment. |
Vigil Mechanism Policy |
To encourage its employees to
share, disclose, complain about actual or suspected misconduct, nonadherence or violation
of rules, regulations, fraud, non-compliance, unethical behavior; etc. |
Code of Fair Disclosure |
Code of Fair Disclosure can be accessed in
the company website. |
42. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.
43. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (IEPF Rules), the company has transferred dividend and shares during
FY 2023-2024. Same is available in Corporate Governance Report.
44. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a Policy on Prevention, Prohibition, and
Redressal of sexual harassment at the in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and Rules framed
thereunder. The Policy emphasizes zero tolerance for sexual harassment and ensures that an
Internal Complaints Committee (ICC') is in place for all works and offices of
the Company. The ICC is responsible for redressing complaints received regarding sexual
harassment. This proactive approach underscores the Company's commitment to providing a
safe and respectful workplace environment. All employee (permanent, contractual,
temporary, trainees) are covered under this policy.
The following are the summary of sexual harassment complaints received
and disposed off during the financial 2023-2024.
No of Complaints received: Nil
No of complaints disposed off: N.A
45. ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed
thereunder, the Annual Return for Financial 2023-2024 is available on the website of the
Company at www.titanbiotechltd.com.
The Annual Return of the Company for Financial Year 2022-2023 already
filed with the Ministry of Corporate (MCA) and the draft Annual Return for Financial Year
2023-2024 are available on the website of the Company and the weblink to access the same
is as per above.
After the filing of Annual Return for Financial Year 2023-2024 with
MCA, the aforesaid draft version of the will be replaced with the final version.
46. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1)
OF
COMPANIES (APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
The particulars of employees in accordance with the provisions of
Section 197 of the Companies Act, 2013, read Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed
herewith as "Annexure -4".
There were no employee(s) in receipt of remuneration of Rs.1.02 Crores
or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
47. NOMINATION AND REMUNERATION POLICY
The nomination and remuneration policy of Titan Biotech Limited for
director's appointment and remuneration uploaded in the website
www.titanbiotechltd.com.
48. INVESTOR EDUCATION AND PROTECTION FUND (IEPF')
Refer Corporate Governance Report para on Unclaimed Dividends To
Be Transferred To The Investor Education And Protection Fund' for details on transfer
of unclaimed/unpaid amount/shares to IEPF.
49. ST ATUTORY INFORMATION AND OTHER DISCLOSURES a. The details of
difference between amount of the valuation done at the time of one-time settlement and
valuation done while taking loan from the Banks or Financial Institutions along with
reasons thereof:
There were no transaction requiring disclosure or reporting in respect
of matter relating to instance of one time settlement with any bank or financial
institution. b. Details of application made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year: During the year no application made or any
proceedings pending under the Insolvency and Bankruptcy Code, 2016. c. There was no
revision of Financial Statements and the Board's Report of the Company during the
year under review;
50. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis Report describing the Company's objectives, projections, estimates,
expectations or predictions may be forward-looking statements' within the
meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied.
Important factors that could make difference to the Company's
operations include raw material availability and its prices, cyclical demand and pricing
in the Company's principal markets, changes in Government regulations, Tax regimes,
economic developments within India and the countries in which the Company conducts
business and other ancillary factors.
51. ACKNOWLEDGEMENTS
Y our Directors wish to place on record their appreciation, for the
contribution made by the employees at all levels but for whose hard work, and support,
your Company's achievements would not have been possible. Your Directors also wish to
thank its customers, dealers, agents, suppliers, investors and bankers for their continued
support and faith reposed in the Company.
Date: 03/09/2024 |
Place: Delhi |