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Titan Company Ltd.

BSE: 500114 Sector: Consumer
NSE: TITAN ISIN Code: INE280A01028
BSE 00:00 | 08 Aug 2446.70 14.15
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NSE 00:00 | 08 Aug 2446.95 14.15
(0.58%)
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2460.00

HIGH

2474.70

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2433.15

OPEN 2471.05
PREVIOUS CLOSE 2432.55
VOLUME 48818
52-Week high 2767.55
52-Week low 1773.10
P/E 73.67
Mkt Cap.(Rs cr) 217,218
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2471.05
CLOSE 2432.55
VOLUME 48818
52-Week high 2767.55
52-Week low 1773.10
P/E 73.67
Mkt Cap.(Rs cr) 217,218
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Titan Company Ltd. (TITAN) - Auditors Report

Company auditors report

To the Members of Titan Company Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Titan CompanyLimited (the "Company") which comprise the standalone balance sheet as at 31March 2022 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and its profit and other comprehensive loss changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained by usreferred to in paragraph (a) of the "Other Matters" section below is sufficientand appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matter

Revenue Recognition

See note 2(vii) and note 19 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company recognises revenue when the control of goods being sold is transferred to the customer. A substantial part of Company's revenue relates to jewelry and watches which involves large number of individual sales contracts having varied contractual terms with retail customers distributors and franchisees. This increases the risk of misstatement of the timing and amount of revenue recognised to achieve specific performance targets or expectations. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
The Company and its external stakeholders focus on revenue as a key performance indicator. 1. Assessed the appropriateness of the accounting policy for revenue recognition as per relevant accounting standard.
In view of the above we have identified revenue recognition as a key audit matter. 2. We evaluated the design and implementation of key internal financial controls and their operating effectiveness with respect to revenue recognition transactions selected on a sample basis. These included general IT controls and key application controls over the IT systems which govern revenue recognition including access controls controls over program changes and interfaces between different systems.
3. We perused selected samples of key contracts with customers distributors and franchisees to understand terms and conditions particularly relating to acceptance of goods.
4. We performed substantive testing of retail sales by selecting samples of sales made at the retail outlets using statistical sampling and tested the underlying documents which included tracing sales to collection reports and bank statements. For sales (other than retail sales) we performed substantive testing using statistical sampling and tested the underlying documentation including verification of invoices and collections thereon.
5. We tested selected samples of sales transactions made immediately pre and post year end agreed the period of revenue recognition to the underlying documents.
6. We scrutinised manual journals posted to revenue to identify unusual items.

Inventories

See note 2(xvii) and note 10 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company's inventories primarily comprise high value items like jewelry (gold diamonds gemstones etc.) and watches. The Company holds inventory at various locations including factories stores (retail outlets) and third- party locations. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
There is a significant risk of loss of inventory given the high value and nature of the inventory involved. 1. We evaluated the design implementation and tested the operating effectiveness of key controls that the Company has in relation to safeguarding and physical verification of inventories including the appropriateness of the Company's standard operating procedures for conducting recording and reconciling physical verification of inventories and tested the implementation thereof.
In view of the above we have identified confirmation of physical inventories as a key audit matter. 2. We evaluated the design implementation and operating effectiveness of general IT controls and key application controls over the Company's IT systems including those relating to recording of inventory quantities on occurrence of each sale transaction including access controls controls over program changes interfaces between different systems.
3. For the sampled locations we attended physical verification of stocks conducted by the Company and performed roll-forward procedures as at the year end where applicable. We also performed surprise stock counts at selected stores on a sample basis. We also checked on a sample basis reconciliation of inventories as per physical inventory verification and book records.
4. For samples selected using statistical sampling we obtained independent confirmations of inventories held with third parties.

Other Information

The Company's Management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements andour auditor's report thereon. The annual report is to be made available to us afterthe date of the auditor's report.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the other information identified above if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance and take necessary actions as applicable under therelevant laws and regulations.

Management's and Board of Directors' Responsibilities for theStandalone Financial Statements

The Company's Management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs profit/loss and other comprehensive income changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the Management andBoard of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that: a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books. c) The standalone balance sheet thestandalone statement of profit and loss (including other comprehensive income) thestandalone statement of changes in equity and the standalone statement of cash flows dealtwith by this Report are in agreement with the books of account. d) In our opinion theaforesaid standalone financial statements comply with the Ind AS specified under Section133 of the Act. e) On the basis of the written representations received from the directorsas on 31 March 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2022 from being appointed as a director in terms of Section164(2) of the Act. f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit andAuditor's) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31March 2022 on its financial position in its standalone financial statements - Refer note30 to the standalone financial statements.

b) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

c) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that to the best of itsknowledge and belief as disclosed in note 40 to the standalone financial statements nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shall:directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company orprovide any guarantee security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief as disclosed in note 40 to the standalone financial statements no funds havebeen received by the Company from any persons or entities including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall: directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever ("Ultimate Beneficiaries") by oron behalf of the Funding Party or provide any guarantee security or the like from or onbehalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (d) (i) and (d) (ii) contain anymaterial misstatement.

e) The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.

(C) With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Supreet Sachdev

Partner

Membership No. 205385

UDIN:22205385AIHXXL7326

Place: Bengaluru

Date: 3 May 2022

Annexure A to the Independent Auditor's Report

With reference to the Annexure A referred to in the IndependentAuditor's Report to the members of Titan Company Limited (‘the Company') onthe standalone financial statements for the year ended 31 March 2022 we report thefollowing:

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) According to the information and explanation given to us and on thebasis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its property plant and equipment by which allproperty plant and equipment are verified in a phased manner over a period of threeyears. In accordance with this programme certain property plant and equipment wereverified during the year. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of all theimmovable properties (other than properties where the company is the lessee and the leaseagreements are duly executed in favour of the lessee) disclosed in the financialstatements are held in the name of the Company.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits property plant and equipment (including right-of-use assets) or intangible or bothduring the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there are no proceedingsinitiated or pending against the Company for holding any benami property under theProhibition of Benami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods-in-transit and stocks lying withthird parties has been physically verified by the management during the year. For stockslying with third parties at the year-end written confirmations have been obtained and forgoods-in-transit subsequent evidence of receipts has been linked with inventory records.In our opinion the frequency of such verification is reasonable and procedures andcoverage as followed by the Management were appropriate. No discrepancies were noticed onverification between the physical stocks and the book records that were more than 10% inthe aggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beensanctioned any working capital limits in excess of five crore rupees in aggregate frombanks and financial institutions on the basis of security of current assets at any pointof time of the year. Accordingly clause 3(ii)(b) of the Order is not applicable to theCompany.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not providedany security or granted any advances in the nature of loans secured or unsecured tocompanies firms limited liability partnership or any other parties during the year. TheCompany has made investments provided guarantees and has granted unsecured loans tocompanies and other parties in respect of which the requisite information is given below.The Company has not made any investments given guarantees or granted any loans securedor unsecured to firms and limited liability partnership.

(a) Based on the audit procedures carried out by us and as per theinformation and explanation given to us the Company has provided loans or stoodguarantees as mentioned below: ` in crore

Particulars Guarantees Loans
Aggregate amount during the year
- Subsidiaries* - -
- Joint ventures* - -
- Associates* - -
- Others 215 1164
Balance outstanding as at balance sheet date
- Subsidiaries* - -
- Joint ventures* - -
- Associates* - -
- Others 628 462

 

*as per Companies Act 2013 (‘the Act')

(b) According to the information and explanations provided to us andbased on the audit procedures conducted by us we are of the opinion that the investmentsmade guarantees provided and the terms and conditions of the grant of loans are primafacie not prejudicial to the interest of the Company.

(c) According to the information and explanation given to us and on thebasis of the examination of the records of the Company in case of the loans given therepayment of principal and payment of interest has been stipulated and the repayments ofthe principal and interest are regular. Further the Company has not given any advance inthe nature of loan to any party during the year.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given. Further the Company has not given anyadvances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan or advance inthe nature of loan granted falling due during the year which has been renewed or extendedor fresh loans granted to settle the overdues of existing loans given to same parties.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 186 of the Act withrespect to the loans given investments madeguarantees given and security provided.Further there are no loans given investments made guarantees given and securityprovided in respect of which provisions of Section 185 of the Act are applicable.

(v) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 73 to 76 or otherrelevant provisions of the Companies Act 2013 and the rules framed thereunder whereapplicable and the directives issued by the Reserve Bank of India as applicable withregard to deposits or amounts which are deemed to be deposits. As informed to us therehave been no proceedings before the Company Law Board or National Company Law Tribunal orReserve Bank of India or any court or any other tribunal in this matter and no order hasbeen passed by any of the aforesaid authorities in this regard.

(vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Section 148(1)of the Act for any of the products manufactured by the Company.

(vii) (a) The Company does not have liability in respect of Servicetax Duty of excise Sales tax and Value added tax during the year since effective 1 July2017 these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company amounts deducted/ accrued in thebooks of account in respect of undisputed statutory dues including Goods and Services taxProvident Fund Employees' State Insurance Income-tax duty of Customs Cess andother statutory dues have generally been regularly deposited during the year by theCompany with the appropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of Goods and Services tax Provident FundEmployees' State Insurance Income-tax duty of Customs Cess and other statutorydues were in arrears as at 31 March 2022 for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us thereare no dues of Sales tax Service tax duty of Excise Value Added tax Goods and Servicestax Provident Fund Employees' State Insurance Income-tax duty of Customs Cessand other statutory dues which have not been deposited by the Company on account ofdisputes except for the following:

Statute/Nature of dues Amount* (In ` crore) Period to which the amount relates Forum where the dispute in pending
Excise duty (including service tax) 87 2005-2009 Hon'ble Supreme Court of India
(7)
0.01 2001-2002 Hon'ble High Court of Madras
(0.01)
10 1987-2012 Custom Excise and Service Tax
(0.66) Appellate Tribunal
17 1998-2010 Appellate Authority upto
(16) Commissioner's level
Sales tax/Value added tax 0.87 2000-2001 Hon'ble High Court of Andhra Pradesh
(0.15)
0.64 2009-2012 Commercial Tax Tribunal
(0.35)
50 1998-2018 Appellate Authority upto Commissioner's level
(13)
Customs duty 5 2012-2017 Appellate Authority upto Commissioner's level
(2)
GST 1 2018-19 Appellate Authorities
(0)
Income-tax 8 2002-2003 Hon'ble High Court of Madras
(8)
95 2005-2014 Income tax Appellate Tribunal
(38)
173 2000-2019 Appellate Authority upto Commissioner's level
(28)

 

* the amounts disclosed are excluding interest and penalties whereverapplicable and amount in brackets represent amounts paid under protest.

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccounts in the tax assessments under the Income-tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has notdefaulted in repayment of loans or other borrowings or in the payment of interest thereonto any lender.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a wilful defaulter by any bank or financial institution or government authority.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not taken anyterm loans from any lender. Accordingly clause 3(ix)(c) of the Order is not applicable tothe Company.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not raisedfunds on short term basis which was utilized funds for long term purposes.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associate or joint venture.

(f) According to the information and explanations given to us and theprocedures performed by us we report that the Company has not raised loans during theyear on pledge of securities held in subsidiaries joint venture or associate company.

(x) (a) The Company did not raise any money by way of initial publicoffer or further public offer (including debt instruments) during the year. Accordinglyparagraph 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or convertible debentures (fullypartially or optionally convertible) during the year. Accordingly paragraph 3(x)(b) ofthe Order is not applicable to the Company.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us considering the principlesof materiality as outlined in the Standards on Auditing we report that no fraud by theCompany or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Companies Act 2013 has been filed bythe auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year while determining the nature timing and extent ofaudit procedures.

(xii) According to the information and explanations given to us in ouropinion the Company is not a Nidhi Company as prescribed under Section 406 of the Act.Accordingly paragraph 3(xii)(a)(b)(c) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company the transactions with relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of all transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

(xiv) (a) Based on the information and explanations provided to us andour audit procedures in our opinion the Company has an internal audit systemcommensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected to its directors and henceprovisions of Section 192 of the Companies Act 2013 are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Accordingly paragraph 3(xvi)(a) of the Orderis not applicable to the Company.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly paragraph 3(xvi)(b) of the Order is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly paragraph 3(xvi)(c) of theOrder is not applicable.

(d) According to the information and explanation provided to us duringthe course of the audit the Group has five registered Core Investment Companies and oneunregistered Core Investment Company.

(xvii) The Company has not incurred cash losses in the financial yearand in the immediately preceding financial year. Accordingly paragraph 3(xvii) of theOrder is not applicable to the Company.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly paragraph 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of section 135 of theCompanies Act 2013 pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) ofthe Order are not applicable.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Supreet Sachdev

Partner

Membership No. 205385

UDIN:22205385AIHXXL7326

Place: Bengaluru

Date: 3 May 2022

Annexure B to the Independent Auditors' report

on the standalone financial statements of Titan Company Limited for theyear ended 31 March 2022.

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of Titan Company Limited ("the Company") as of 31 March2022 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31 March 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note. These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to financial statements were established and maintained andwhether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could havea material effect on the Standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Supreet Sachdev

Partner

Membership No. 205385

UDIN:22205385AIHXXL7326

Place: Bengaluru

Date: 3 May 2022

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