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Titan Biotech Ltd.

BSE: 524717 Sector: Health care
NSE: N.A. ISIN Code: INE150C01011
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NSE 05:30 | 01 Jan Titan Biotech Ltd
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VOLUME 26377
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P/E 10.66
Mkt Cap.(Rs cr) 259
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OPEN 322.00
CLOSE 322.35
VOLUME 26377
52-Week high 423.60
52-Week low 120.05
P/E 10.66
Mkt Cap.(Rs cr) 259
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 28th Annual Report and AuditedAccounts of the Company for the year ended 31st March 2020.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

(Amt. Rupees in Lakhs)

Particulars

Standalone

Consolidated

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

2. PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing of biotechproducts which has resulted in a turnover of Rs. 6988.58 lakhs as compared to turnover ofRs. 5889.17 lakhs in the last financial year and earned Net Profit before tax of Rs.762.84lakhs as compared to Rs. 435.58 lakhs during the last financial year. The Nature ofbusiness 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 statementcontaining salient features of Financial Statements of Subsidiary Company namely PeptechBiosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act 2013 inprescribed form AOC-1 is appended as Annexure-1.

4. COVID-19

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

5. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 12 (Twelve) times during 2019-2020. The details of themeetings attended by each director is provided in the Corporate Governance Report attachedto the directors' report. The Board met twelve during the year 2019-2020 on 08-04-201923-04-201926-04-201929-05-2019 1807-2019 02-09-2019 13-09-2019 25-10-201913-11-2019 29-11-2019 22-01-2020 and 12-02-2020.

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

6. COMMITTEES OF THE BOARD OF DIRECTORS • Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met seventimes during the year 2019-2020 on 29th May 2019 18th July 2019 2nd September 2019

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

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

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

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

The role of Audit Committee includes the following:

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

2. Recommending to the Board the appointmentre-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 monitoring agencymonitoring 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 InternalAuditorsinternal financial controls risk Management system and adequacy of the internalcontrol systems.

9. Reviewing the adequacy of internal audit functionif any including the structure ofthe 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 anyarea 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 independenceperformance 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. Dabur has systems and procedures in place to ensure that the Audit committeemandatorily 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 for issuing areport 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 2019-2020.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.

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

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

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

• Nomination & Remuneration Committee

The Nomination & Remuneration Committee met four times in the year 2019-2020 on08.04.2019 02.09.2019 22.01.2020 and 12.02.2020 during the last year. The attendance ofmembers of Remuneration Committee was as under:-

NAME CATEGORY No. of Meeting(s Attended
Mr Jai Parkash Bansal Non-executive Chairman 4
Mr. Parvesh Goel Non-executive Independent 2
Mr. Praveen Somani Non executive Independent 2
Mrs. Manju Singla Non executive Woman Director 4
Ms. Rekha Dalmia Non-executive Independent 4

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

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

The roles and responsibilitiesof 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 attractretain and motivate Directors and KMP of the quality required to runthe 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 andlong-term 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 13 times upto 31stMarch 2020 i.e. on 02nd May 2019 18th May 2019 14th June 2019 03rd July 2019 17thJuly 2019 25th July 2019 5th August 2019 12th August 2019 18th September 2019 25thOctober 2019 19th November 2019 18th December 2019 and 22nd January 2020. The attendanceof the Members of Stakeholders Relationship Committee was as under:

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

7. MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 30/03/2020. All the 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 has modernized its existing factory at A-902A RIICO Industrial Area phase-IIIBhiwadi Rajasthan.

10. FIXED DEPOSIT

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

11. DIVIDEND

The Directors have recommended dividend of 10% on Equity Shares for the Financial Year2019-2020. The dividend will be paid only after approval of shareholders in the AnnualGeneral Meeting.

12. TRANSFER TO RESERVES

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

Ms. Supriya Singla shall retire in this Annual general meeting and being eligibleoffers herself for reappointment. The details of remuneration of directors may be referredto in the Corporate Governance Report. Mr. Praveen Somani and Mr. Pravesh Goel hasresigned from the Board at 7th September 2019.

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

17. DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in preparation of annual accounts for the financial year ended 31st March2020 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 2020 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

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

19. STATUTORY AUDITORS' REMARK

The observation made by the Statutory Auditors with reference to notes on the 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 of Rs.1480.79lakhs and foreign exchange outflows of Rs. 1453.46 lakhs of foreign exchange.

22. LISTING OF SHARES

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

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

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

BSE Limited

Phiroze Jeejeebhoy Tower

Dalal Street Mumbai

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

Plant Locations

• Works and Registered Office

A-902A RIICO Industrial Area Phase-III

Bhiwadi Rajasthan.

• E-540 Industrial Area Chopanki Bhiwadi Rajasthan.

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/- and authorized share capita of thecompany stands at Rs. 100000000/-.

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 31st2020 as included in this annual report. For more clarity kindly go through Notes offinancial statement for the year ended March 31st 2020.

26. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) 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 are givenin Annexure 2 in Form No. AOC-2 and the same forms part of this report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR 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 2019-2020 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 anAnnexure-7

30. CHANGE IN DIRECTORS ANDKEY MANAGERIAL PERSONNEL

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

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

• Mr. Praveen Somani and PraveshGoel resigned from the Board on 07/09/2019.

31. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of company during the financial year ended31st March 2020.

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 Fifteen Crore Forty Lacs and the company expect to perform better in the coming years.The information in prescribed form of the performance and financial position of 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 riskassessment and minimization procedures. The Board of Directors don't foresee any elementsof risk which in its opinion may threaten the existence of the Company. The Company isaware of the risks associated with the business. Its regularly analyses and takescorrective actions for managing / mitigating the same. The Company's Risk managementframework ensures compliance with the provisions of Regulation 17(9) of the ListingRegulation and has institutionalized the process for identifying minimizing andmitigating risks which is periodically reviewed.

36. CORPORATE SOCIAL RESPONSIBILITY

The provisions related to Corporate Social Responsibility were not applicable to theCompany earlier. Since the net profits of the company have exceeded limit of Rs. 5 Croresduring 2019-2020hence the Company has made Policy on Corporate Social Responsibilitywhich is available on website of company www.titanbiotechltd.com. The Company has alsomade committee for Corporate Social Responsibility (CSR).

37. BOARD EVALUATION

The Board of Directors have carried out evaluation of its own performance that of itscommittees and individual directors pursuant to the provisions of the Act and corporategovernance requirements under SEBI Regulations. The Evaluation was done taking in view theinputs given by each director preparedness on issues to be discussed meaningful andconstructive contribution. In a separate meeting of the independent directors performanceof non independent directors was evaluated. The Evaluation of director's performance wasdiscussed at the Board Meeting.

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.

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 with the Auditors'Certificate thereon and the integrated Management Discussion and Analysis including theBusiness Responsibility Report are attached which forms part of this report. The Companyhas devised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch 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

No complaint on sexual harassment was received by the Internal Committee of Companyduring the financial year under review.

43. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2020 is given in Annexure -3 in the prescribed FormNo. MGT-9 which is a part of this report. The same is available on the website of thecompany at www.titanbiotechltd.com.

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

The disclosure of information is attached as Annexure to Directors Report as Annexure-4.

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 underthe Chairmanship of Shri Uday Kotak in its report dated October 05 2017and CircularNo.CIR/ CFD/CMD1/27/2019 dated 08/02/2019 annual secretarial compliance report as performat prescribed by the SEBI shall be submitted by the PCS on compliance of allapplicable SEBI Regulations and circulars/ guidelines issued thereunder consequent towhich the PCS shall submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report asan Annexure-8.

48. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The disclosure of Conservation of Energy and Technology Absorption is attached asAnnexure-6 and forms part of the directors Report.

For Titan Biotech Limited for Titan Biotech Limited
Suresh Chand Singla Naresh Kumar Singla
Managing Director Managing Director
Date:24-08-2020
Place: Delhi

.