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Titan Biotech Ltd.

BSE: 524717 Sector: Health care
NSE: N.A. ISIN Code: INE150C01011
BSE 00:00 | 24 Jun 213.45 1.60
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NSE 05:30 | 01 Jan Titan Biotech Ltd
OPEN 211.00
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VOLUME 3652
52-Week high 423.60
52-Week low 205.40
P/E 8.13
Mkt Cap.(Rs cr) 176
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Sell Price 0.00
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OPEN 211.00
CLOSE 211.85
VOLUME 3652
52-Week high 423.60
52-Week low 205.40
P/E 8.13
Mkt Cap.(Rs cr) 176
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Titan Biotech Ltd. (TITANBIOTECH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 29th Annual Report and AuditedAccounts 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
Current Year 2020-2021 Previous Year 2019-2020 Current Year 2020-2021 Previous Year 2019-2020
Sales 12311.92 6988.58 14302.56 7988.74
Profit for the year before interest depreciation and tax 4246.54 1127.45 4691.49 1392.61
Less: Interest 127.54 190.09 166.76 233.58
Less: Depreciation 210.41 174.52 221.73 180.02
Profit/Loss before tax 3908.59 762.84 4303.00 979.01
Provision for Taxation 998.88 204.11 1100.03 256.68
Profit/Loss after Tax 2877.27 620.14 3170.53 783.74
Surplus brought forward from Previous Year 2082.57 1462.43 2296.45 1512.71
Profit available for Appropriations 4877.20 2082.57 5466.98 2296.45
Balance Carried to Balance Sheet 4877.20 2082.57 5466.98 2296.45

2. PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing of biotechproducts which has resulted in a turnover of Rs. 12311.92/- lakhs as compared to turnoverof Rs. 6988.58/- lakhs in the last financial year and earned Net Profit before tax of Rs.3908.59/- lakhs as compared to Rs. 762.84/- lakhs during the last financial year. TheNature of business continues to be manufacturing and sale of biotech products.

3. CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian AccountingStandards. These financial statements comply in all material respects with AccountingStandards notified under

Section 133 of Companies Act 2013. Further a statement containing salient features ofFinancial Statements of Subsidiary Company namely Peptech Biosciences Limited pursuant tosub-section 3 of Section 129 of Companies Act 2013 in prescribed form AOC-1 is appendedas "Annexure-1".

4. COVID-19

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Our factories was operative as per government guidelines provided for engagingworkforce as per circumstances depending upon availability of labour and within the limitsprescribed by the Government.

5. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 12 (Twelve) times during 2020-2021. The details of themeetings attended by each Director is provided in the Corporate Governance Report attachedto the Directors' Report. The Board met twelve times during the year 2020-2021 on20-05-2020 10-06-2020 30-06-2020 05-08-2020 24-08-2020 25-09-2020 19-10-202004-11-2020 01-01-2021 27-01-2021 16-032021 and 31-03-2021. In General the gap betweenany two Board Meetings did not exceed 120 days. In the awake of COVID-19 the MCA issued acircular dated 24/03/2020 (11/2020) as one time relaxation the gap between twoconsecutive meetings of Board may extend to 180 days till the next two quarters insteadof 120 days as required in Companies Act 2013.

Name of Director Status No. of Board Meetings attend during 2020-2021
Mr. Naresh Kumar Singla Managing Director 12
Mr. Suresh Chand Singla Managing Director 12
Mrs. Maniu Singla Non-Executive Wroman Director 12
Ms. Supriya Singla Non-Executive Director 12
Mr. Jai Parkash Bansal Non-Executive Independent 12
Mrs. Rekha Dalmia Non-Executive Independent 12

6. COMMITTEES OF THE BOARD OF DIRECTORS • Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met seventimes during the year 2020-2021 on 20th May 2020 30th June 2020 05th August 202024th August 2020 19th October 2020 27th January 2021 and 31st March 2021. Theattendance of the Audit Committee Members was as under.

Name Category No. of Meeting(s) Attended
Mr. Jai Parkash Bansal $ Non-executive Chairman 7
Mrs. Manju Singla Non executive 7
Mrs. Rekha Dalmia Non-Executive Independent 7
% Mr. Rohit Jain Non-executive Chairman 0

% Mr. Rohit Jain has been appointed as Chairman of Audit Committee on 26/07/2021. $ Mr.Jai Parkash Bansal has resigned from the Committee on 26/07/2021.

The role of Audit Committee includes the following:

1. Oversight of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

2. Recommending to the Board the appointment re-appointment terms of appointment/

reappointment and if required the replacement or removal of the Statutory Auditor andthe fixation of audit fees/remuneration.

3. Approval of payment to Statutory Auditors for any other services rendered by theStatutory Auditors.

4. Reviewing with the Management the Annual Financial Statements before submission tothe Board for approval with particular reference to:

• Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of Sub- Section (5) of Section 134 of theCompanies Act 2013. Changes if any in accounting policies and practices and reasons forthe same.

• Major accounting entries involving estimates based on the exercise of judgementby the Management.

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

• Compliance with listing and other legal requirements relating to financialstatements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report.

5. Review/examine with the Management the quarterly/year to date financial statementsand auditor's report thereon before submission to the Board for approval.

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

7. Reviewing/Monitoring with the Management the statement of uses/application/end useof 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 statedin the offer document/ prospectus/ notice and the report submitted by the monitoringagency monitoring the utilization of the proceeds of a public or rights issue and makingappropriate recommendations to the Board to take up steps in this matter.

8. Reviewing/evaluating with the Management performance of Statutory and InternalAuditors internal financial controls risk Management system and adequacy of the internalcontrol systems.

9. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment 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 intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

12. Discussion with Statutory Auditors before the audit commences about the nature andscope 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 depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

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 otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate.

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

17. Review and monitor the Auditor's independence performance and effectiveness ofAudit process.

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

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 termsof reference seek information it requires from any employee obtain outside legal orother independent professional advice and secure attendance of outsiders with relevantexpertise if considered necessary. Apart from the above the Audit Committee alsoexercises the role and powers entrusted upon it by the Board of Directors from time totime. Titan Biotech Limited has systems and procedures in place to ensure that the Auditcommittee mandatorily reviews:

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

• Statement of significant Related Party Transactions (as defined by the AuditCommittee) submitted by Management.

• Management letters / letters of internal control weaknesses issued by theStatutory 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 forthe Company's internal financial controls and financial reporting process. The IndependentAuditors are responsible for performing an independent audit of the Company's financialstatements in accordance with the Indian Accounting Standards (Ind AS) and forissuing a reports thereon.

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

In this regard the Committee discussed with the Statutory Auditors the overall scopefor their audit. The Management presented to the Committee the Company's financialstatements and also represented that the Company's financial statements had been drawn inaccordance with the Ind AS. Based on its review and discussions conducted with theManagement and the Independent Auditors the Audit Committee believes that the Company'sfinancial statements are presented in conformity with Ind AS in all material aspects.

The Committee has reviewed Statement of Contingent Liabilities Management Discussionand Analysis Financial Statements of subsidiary Companies Investments made by SubsidiaryCompanies Directors' Responsibility Statement Financial Results and Draft Audit/ LimitedReview Report thereon Financial Statements and Draft Auditors' Report approval(including modification if any) and review of Related Party Transactions and scrutinizedinter 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 bythe 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 theresponsibilities as outlined in the Audit Committee's responsibility statement.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee met one times in the year 2020-2021 on20.03.2021 during the last year. The attendance of members of Remuneration Committee wasas under:-

NAME CATEGORY No. of Meeting(s) Attended
Mr Jai Parkash Bansal$ Non-executive Chairman 1
Mrs. Manju Singla Non executive Woman Director 1
Ms. Rekha Dalmia Non-executive Independent 1
Mr. Rohit Jain # Non-executive Independent 0

# Mr. Rohit Jain has been join the Nomination & Remuneration Committee as member on

26/07/2021.

$ Mr. Jai Parkash Bansal has resigned from the Committee on 26/07/2021.

The roles and responsibilities of the Committee include the following:

1. Formulate the criteria for determining qualifications positive attributes andindependence of a Director.

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

3. Formulate the criteria for evaluation of Director's and Board's performance and tocarry out the evaluation of every Director's performance.

4. Devising a policy on Board diversity.

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

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

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

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

9. To ensure that relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.

10. To ensure that remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting short andlongterm performance objectives appropriate to the working of the Company and its goals.

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

12. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme andrecommending 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.

Stakeholder Relationship Committee

The Board had delegated the power to attend investor complaints to StakeholdersRelationship

Committee. The Stakeholders Relationship Committee met 8 times upto 31st March 2021i.e.

on 30th June 2020 30th July 2020 8th October2020 26th October 2020 7thDecember 2020

6th January 2021 2nd February 2021 17th March 2021. The attendance of the Membersof

Stakeholders Relationship Committee was as under:

NAME CATEGORY NO. OF MEETING(S) ATTENDED
Mr. Suresh Chand Singla Managing Director 8
Mr.Naresh Kumar Singla Managing Director 8
Mr. Jai Parkash Bansal$ Non-Executive Chairman 8
Mr. Rohit Jain # Non-Executive Chairman 0

# Mr. Rohit Jain has been appointed as Chairman of Stakeholders Relationship Committeeon 26/07/2021.

$ Mr. Jai Parkash Bansal has resigned from the Committee on 26/07/2021.

Corporate Social Responsibility Committee

The Corporate Social Responsibility and other related matters as may be referred by theBoard of Directors and discharges the roles as prescribed under Section 135 of the Actwhich includes formulating and recommending to the Board a Corporate SocialResponsibility (CSR) Policy indicating the activities to be undertaken by the Company asper Schedule VII to the Act; recommending the amount of expenditure to be incurred andmonitoring the CSR Policy of the Company. The Company Secretary acts as the Secretary tothe Committee.

The Committee met twice during the year on 24-08-2020 and 30-03-2021. All the membersattended the above meetings. The attendance of the Members of Corporate SocialResponsibility Committee was as under:

NAME CATEGORY NO. OF MEETING(S) ATTENDED
Mr Jai Parkash Bansal$ Non-executive Chairman 2
Mr. Naresh Kumar Singla Executive Director 2
Ms. Rekha Dalmia Non-executive Independent 2
Mr. Rohit Jain # Non-Executive Chairman 0

# Mr. Rohit Jain has been appointed as Chairman of Corporate Social ResponsibilityCommittee on 26/07/2021.

$ Mr. Jai Parkash Bansal has resigned from the Committee on 26/07/2021.

7. MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 26/03/2021. All the independentdirectors were present in the meeting. The meeting was held through Video Conferencing andother audio video means.

8. STATE OF COMPANY AFFAIRS

The Company is engaged in manufacture and export of Prepared Culture Media BiologicalGoods Plant Growth Promoters etc. The Company is manufacturing Peptones BiologicalExtracts Culture Media and Chemicals.

9. FUTURE PLANS

The Company plans to promote its products domestically as well as internationally innew markets by participating in important exhibitions conferences and seminars in andoutside India and doing aggressive marketing and advertisement to tap the market. TheCompany is developing product for health supplement.

10. FIXED DEPOSIT

During the period of under review the Company has not accepted any deposits.

11 DIVIDEND

The Directors have recommended dividend of Rs. 1.50 on Equity Share for the FinancialYear 20202021. The dividend will be paid only after approval of shareholders in the AnnualGeneral Meeting.

12. TRANSFER TO RESERVES

A Sum of Rs.2877.27/- Lakhs was transferred to General Reserves out of the Profits forthe Current year and the Reserves and Surplus increased from Rs. 2082.57/- Lakhs toRs.4877.20/- Lakhs.

13. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

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

14. POLICIES ADOPTED BY COMPANY

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

15. MODERNISATION OF EXISTING FACTORY

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

16. DIRECTORS

Mrs. Manju Singla shall retire in this Annual general meeting and being eligible offersherself for reappointment. A resolution seeking shareholders' approval for hisre-appointment along with other required details forms part of the Notice. The details ofremuneration of Directors may be referred to in the Corporate Governance Report.

Mr. Rohit Jain shall retire in this Annual general meeting. A resolution seekingshareholders' approval for his regulisation of his appointment along with other requireddetails forms part of the Notice. The details of sitting fee of Directors may be referredto in the Corporate Governance Report.

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company. During the year under review thenon-executive directors of the Company had no pecuniary relationship or transactions withthe 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 Director Mr. Prem Shankar Gupta Chief Financial Officerand Mr. Charanjit Singh Company Secretary are the Key Managerial Personnel of the Companyas on March 312021.

17. DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in preparation of annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationsrelating to material departures;

(2) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

(4) That the Directors had prepared the accounts for the financial year ended 31stMarch 2021 on a going concern basis.

(5) The Directors had laid down se to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively.

(6) The Directors have devised proper systems to ensure compliance with the provisionsof 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 madethereunder M/s Sunita Agrawal & Co Chartered Accountant Firm FRN 515225C wereappointed as Statutory Auditors of the Company from the conclusion of Annual GeneralMeeting held on 28th September 2018 till the conclusion of the Annual General Meeting ofthe Company to be held in the year 2023.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.

The notes on account referred to in Auditor's Report are self-explanatory andtherefore do not call for any further comments under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014.

19. STATUTORY AUDITORS' REMARK

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

20. SECRETARIAL AUDITORS' REMARK

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

21. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review your Company had foreign exchange inflows ofRs.2472.22/- lakhs and foreign exchange outflows of Rs.2012.55/- lakhs of foreignexchange.

22. LISTING OF SHARES

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

b) The securities of the Company are listed at the BSE Limited and will continue to belisted there.

c) Company has paid annual listing fees for the Financial Year 2020-2021 to BSELimited.

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

BSE Limited

Phiroze Jeejeebhoy Tower

Dalal Street Mumbai Weblink: www.bseindia.com

There was no presentation to Institutional Investors & analyst during 2020-2021.

Plant Locations

• Works and Registered Office

A-902A RIICO Industrial Area Phase-III

Bhiwadi Rajasthan.

• E-540 Industrial Area Chopanki Bhiwadi Rajasthan.

23. SHARE CAPITAL

There was no change in Share Capital of Company during the year the Paid up sharecapital of the Company stands at Rs. 82637000/- (Rupees Eight Crore Twenty Six LacsThirty Seven Thousand Only) and authorized share capital of the Company stands at Rs.100000000/- (Rupees Ten Crores Only).

24. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 the company is required to comply with theprovisions of Woman Director as the Company is a listed public Company. Currently Companyhave Mrs. Manju Singla one woman Director in their Board.

25. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments occurred which affect the financialposition of the Company from the last financial year to end of the financial year of theCompany to which the financial statements relate and the date of the report. Stakeholdersare advice to refer note standalone financial statement for the year ended March 31st2021 as included in this annual report. For more clarity kindly go through Notes ofstandalone financial statement for the year ended March 31st 2021.

26. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) ofthe Act. The information on transactions with related parties pursuant to Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in FormAOC-2 is not applicable.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN

FUTURE

Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2020-2021 which may adversely impact thestatus 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 theCompanies Act 2013 read with Companies (Amendment) Act 2015.

29. SECRETARIAL AUDIT REPORT OF ITS MATERIAL UNLISTED SUBSIDIARIES

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

During the year Peptech Bioscience Limited become Material Unlisted Subsidiaries. Asecretarial audit report of Peptech Bioscience Limited is a part of this report as an"Annexure-2".

30. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors and Key ManagerialPersonnel of the Company during the year 2020-2021. There was change in the composition ofthe Board of Directors after 31st March 2021.

Mr. Rohit Jain has been appointed as Additional Independent Director of Company w.e.f26/07/2021 Mr. Jai Parkash Bansal has resigned from the Board on 10/08/2021.

31. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended31st March 2021.

32. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013

Particulars of Loans Guarantees or Investments under Section 186 of Companies Act2013 have been disclosed appropriately under financial statements.

33. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES

During the year under review the subsidiary of Company namely Peptech BiosciencesLimited took registration for various products. The Subsidiary Company generated revenueof Rs.225970566.12/- and the Company expect to perform better in the coming years. Theinformation in prescribed form of the performance and financial position of PeptechBiosciences Limited is attached as "Annexure-1".

34. VIGIL MECHANISM

The Company has established policy for Vigil Mechanism and the same is placed on thewebsite of the Company at www.titanbiotechltd.com

35. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 & SEBI Regulations theCompany

has laid down Risk Management Policy to inform Board Members about the risk assessmentand minimization procedures. The Board of Directors don't foresee any elements of riskwhich in its opinion may threaten the existence of the Company. The Company is aware ofthe risks associated with the business. It's regularly analyses and takes correctiveactions for managing / mitigating the same. The Company's Risk management frameworkensures compliance with the provisions of Regulation 17(9) of the Listing Regulation andhas institutionalized the process for identifying minimizing and mitigating risks whichis 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 andactivities 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 performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

Performance evaluation of Independent Directors was done by the entire Board excludingthe independent director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

At the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the Board its Committeesand individual directors was also discussed.

38. POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment Remuneration and other detailsprovided in Section 178(3) of Companies Act 2013 has been disclosed in the website of theCompany 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 inManagement

discussion and Analysis Report.

40. DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations the Corporate Governance Report for the financial yearended 31st March 2021 giving the details as required under Regulation 34(3) read withClause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 is given separately with the Auditors' Certificate thereon and theintegrated Management Discussion and Analysis Report are attached which forms part ofthis report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

41. SECRETARIAL STANDARDS

The Company has adopted Secretarial Standards issued by the Institute of CompanySecretaries of India.

42. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employee (permanent contractualtemporary trainees) are covered under this policy.

The following are the summary of sexual harassment complaints received and disposed offduring the financial year 2020-2021.

No of Complaints received: Nil

No of complaints disposed off: N.A

43. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theAnnual Return for Financial Year 2020-2021 is available on the website of the Company athttps://titanbiotechltd. com/investor/important-information/ .

44. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF COMPANIES(APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 perannum or in receipt of remuneration of Rs.8.50 Lakhs per month under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

45. NOMINATION AND REMUNERATION POLICY

The nomination and remuneration policy of Titan Biotech Limited for director'sappointment and remuneration is uploaded in the website www.titanbiotechltd.com.

46. SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been issued by Mr. Amit Anand Practicing CompanySecretary regarding compliance of various laws is also annexed hereto as"Annexure-5".

47. ANNUAL SECRETARIAL COMPLIANCE REPORT

As per the recommendation from the Committee on Corporate Governance constituted bythe Government in its report dated October 05 2017 and Circular No. CIR/CFD/CMD1/27/2019 dated 08/02/2019 annual secretarial compliance report as per formatprescribed by the SEBI shall be submitted by the PCS on compliance of all applicable SEBIRegulations and circulars/ guidelines issued there under consequent to which the PCSshall submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report asan "Annexure-6"

48. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The disclosure of Conservation of Energy and Technology Absorption is attached as"Annexure-7" and forms part of the directors Report.

49. CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be ‘forward-looking statements' within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.

50. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

For Titan Biotech Limited for Titan Biotech Limited
Suresh Chand Singla Naresh Kumar Singla
Managing Director Managing Director
Date:25-08-2021
Place: Delhi

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