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Titan Company Ltd.

BSE: 500114 Sector: Consumer
NSE: TITAN ISIN Code: INE280A01028
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VOLUME 249338
52-Week high 1006.00
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P/E 54.76
Mkt Cap.(Rs cr) 71,224
Buy Price 0.00
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Titan Company Ltd. (TITAN) - Director Report

Company director report

To the Members of Titan Company Limited

The Directors are pleased to present the Thirty Fourth Annual Reportand the Audited Financial Statements for the year ended 31st March 2018:

1. FINANCIAL RESULTS

( Rs in Crores)

Standalone

Consolidated

Particulars

2017-2018

2016-2017

2017-2018

2016-2017

Revenue from Operations

15656

12999

16156

13383

Other Income

86

65

89

70

Total Income

15742

13064

16245

13453

Expenditure

13922

11804

14511

12227

Profit before exceptional items finance costs depreciation and taxes

1820

1260

1734

1226

Finance Costs

48

37

53

37

Depreciation / Amortisation

110

93

131

111

Profit before exceptional items and taxes

1662

1130

1550

1078

Exceptional items (VRS)

91

97

17

103

Profit before taxes

1571

1033

1533

975

Income taxes
- Current

446

300

450

302

- Deferred

-38

-29

-22

-26

Profit after taxes for the year

1163

762

1105

699

Share of profit/(Loss) of a associate and

-

-

-3

-2

Jointly controlled entity
Profit for the year

1163

762

1102

697

Attributable to
- Shareholders of the Company

1163

762

1130

711

- Non-controlling interests

-

-

-28

-14

Profit brought forward

1268

1012

1190

984

Appropriations
Dividend on Equity Shares (excluding tax)

-231

-

-231

-

Tax on dividends

-47

-

-47

-

Transfer to general reserve

-250

-506

-250

-505

Closing Balance in Retained Earnings

1903

1268

1792

1190

During the year under review the Company's revenue grew by 20.50% to ` 15656 crores compared with

` 12999 crores in the previous year. Profit before tax grew by 52.60 %to ` 1571 crores and the net profit increased 52.60 % to ` 1163 crores.

The Watches business of the Company recorded revenue of ` 2126 croresa growth of 3.55% which was achieved through meticulous planning and execution of keyinitiatives. The revenue from Jewellery segment grew by 24.30% touching ` 13036 crores.The revenue from Eyewear segment was fiat at ` 415 crores. The revenue from other segmentsrecorded a sale of ` 95 crores a growth of 45.90%.

The year witnessed aggressive expansion of the Company's retailnetwork with a net addition of 114 stores. As on 31st March 2018 the Company had 1480stores with over 1.9 million square feet of retail space delivering a retail turnover ofover ` 15656 crores.

The Management Discussion and Analysis report which is attacheddwells into the performance of each of the business division and the outlook for thecurrent year.

2. N I TERNATIONAL OPERATIONS

Despite challenges Watches export almost delivered the budgetedbottom-line. While Far East markets like Vietnam Thailand Philippines responded withhigh double digit growths to the several marketing innovations the steep decline inhigher contributing economically troubled Middle East markets left the overall businesswith a 14% decline for the year. A comprehensive plan to address this is underway throughdiversification into the consumer and market pools through more cost-effective channelslike e-commerce. Amazon tie-up in USA is seeding well and holds promise.

3. DIVIDEND

The Directors are pleased to recommend the payment of dividend onequity shares at the rate of 375% (i.e. ` 3.75 per equity share of ` 1 each) subject toapproval by the shareholders at the Annual General Meeting (AGM).

4. TRANSFER TO GENERAL RESERVE

An amount of ` 250 crores is proposed to be transferred to the generalreserve.

5. FINANCE

The Company expects macro economic situation to improve with real GDPgrowth around 7.5% for the fiscal year 2018-19. The impact that the twin measures ofdemonetisation and introduction of GST had on the economy seem to be over. Complianceunder GST has settled down and one of the impacts it has had on the Balance Sheet is theincrease in working capital as IGST is now paid on stocks lying in the stores or atwarehouses. High gold prices and stricter regulation have impacted growth in the jewelleryindustry and the company expects to grow through gains in market share.

6. PUBLIC DEPOSITS

The Jewellery Division of the Company was successfully operatingcustomer schemes for jewelry purchases for many years. When the Companies Act 2013 (the"Act") became substantially effective from 1st April 2014 the Company hadaround seven lakh subscribers contributing to these schemes. However these schemes wereexempt under the Companies Act 1956 relating to acceptance of public deposits as suchschemes were not covered in the definition of deposits. Under the Act and Regulations madethere under (‘Deposit Regulations') the scope of the term "deposit"was enlarged and therefore a view was taken that the jewelry purchase schemes offered bythe Company to its customers would be treated as public deposits. Thereupon the Companydiscontinued fresh enrolment of subscribers and initiated steps to close the erstwhilecustomer schemes which were wound down by 31st August 2014.

Under the Deposit Regulations as amended from time to time a companyis permitted to accept deposits subject to applicable provisions to the extent of 35% ofthe aggregate paid-up share capital and free reserves from public including a ceiling of10% of the aggregate paid-up share capital and free reserves from Members of the companyafter prior approval by way of a special resolution passed by the Members in this behalf.Requisite approval was obtained from the Members of the Company and a new customer schemefor jewelry purchase was launched in November 2014 in compliance with the DepositRegulations.

The details relating to deposits covered under Chapter V of theCompanies Act 2013 are as under: (a) accepted during the year: ` 1684.82 crores (b)remained unpaid or unclaimed as at the end of the year: ` 1038.51 crores

(c) whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so number of such cases and the totalamount involved- (i) at the beginning of the year: Nil (ii) maximum during the year: Nil(iii) at the end of the year: Nil There are no deposits that have been accepted by theCompany that are not in compliance with the requirements of Chapter V of the Act.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financialposition between end of the financial year and the date of the report.

8. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have beendisclosed in the financial statements. The particulars of loans given as part of treasuryoperations of the Company bearing interest ranging from 7.30 % to 10.25 % p.a. areprovided in Note 35 of the Standalone Financial Statements covered in the Annual Report.

10. CONTRIBUTION TO EXCHEQUER

During the year under review the Company made payments aggregating `2361 crores by way of taxes (central state and local) and duties as against ` 1043crores in the previous year.

11. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS

The Company during the year has reviewed its Internal Financial Control(IFC) systems and has continually contributed to establishment of more robust andeffective IFC framework prescribed under the ambit of Section 134(5) of Companies Act2013. The preparation and presentation of the financial statements is pursuant to thecontrol criteria defined considering the essential components of Internal Control - asstated in the "Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of CharteredAccountants of India (ICAI)".

The control criteria ensures the orderly and efficient conduct of theCompany's business including adherence to its policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and theevaluation of the results of the assessment the Board of Directors are of the opinionthat the Company has adequate Internal Financial Controls system that is operatingeffectively as at 31st March 2018.

There were no instances of fraud which necessitates reporting ofmaterial misstatement to the Company's operations.

There has been no communication from regulatory agencies concerningnon-compliance with or defficiencies in financial reporting practices.

12. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee areincluded in the Corporate Governance Report which is a part of this report.

13. RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations") the Company has constituted a Risk Management Committee.

The Company has in place a Risk Management framework to identifyevaluate business risks and challenges across the Company both at corporate level as alsoseparately for each business division.

The top tier of risks for the Company is captured by the operatingmanagement after extensive deliberations on the nature of the risk being a gross or a netrisk and thereafter in a prioritized manner presented to the Board for their inputs onrisk mitigation/ management efforts. Based on this framework a Risk Management policy hasbeen adopted.

The Board engages in the Risk Management process and has set out areview process so as to report to the Board the progress on the initiatives for the majorrisks of each of the businesses that the Company is into.

The Risk Register of each Business gets updated on an annual basis andis placed for due discussions at Board meetings and appropriateness of the mitigationmeasures to ensure that the risks remain relevant at any point in time and correspondingmitigation measures are optimized.

The Board Audit Committee (BAC) has been engaged in reviewing theInformation Technology initiatives and governance mechanisms pertaining to informationsecurity. The BAC also reviewed the new IT controls incorporated to comply with IFCrequirements mandated by the Companies Act 2013.

14. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interests of the Company at large.All related party transactions are placed before the Audit Committee and the Board forapproval if applicable. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are verified by the Internal Auditor and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval if applicable on a quarterlybasis. The Company has developed an Internal Guide on Related Party Transactions Manualand prescribed Standard Operating Procedures for purpose of identification and monitoringof such transactions. The Policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company. There were no transactions duringthe year which would require to be reported in Form AOC-2.

15. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

As on 31st March 2018 the Company had the following subsidiaries/Associate/ Joint Venture:

Name of the Subsidiary/
Relationship
Associate/ Joint Venture
1 Titan TimeProducts Limited Goa (TTPL) Subsidiary
2 Favre Leuba AG Switzerland Subsidiary
3 Titan Watch Company Limited Hong Kong Subsidiary
4 Titan Engineering & Automation Limited (TEAL) Subsidiary
5 Carat Lane Trading Private Limited Subsidiary
6 Green Infra Wind Power Theni Limited Associate
7 Montblanc Retail India Private Limited Joint Venture

During the year 2017-18 TTPL sold a total number of 3582992 ECBs andmicro assemblies (previous year: 3284030 nos.). Sales income during the year was

` 39.76 crores against the previous year's figure of ` 37.08crores and the profit before tax was ` 1.83 crores against the previous year'sfigures of ` 1.17 crores . The quality delivery and competitive price of the productscontinue to be well-received by the Holding Company and external customers.

During the year 2017-18 Favre Leuba AG had registered a turnover ofCHF 0.9 million i.e ` 6.05 crores against the previous year's figures of CHF 1.27million i.e ` 8.61 crores and loss of CHF 7.5 million i.e ` 50.21 crores (2016-17: 4.31million i.e. ` 29 crores).

Titan Watch Company Limited is a subsidiary of the Company'ssubsidiary Favre Leuba AG and hence is a subsidiary of the Company. It has a capital of HK$ 10000 and no Profit and Loss account has been prepared as it has not yet commencedbusiness.

TEAL was incorporated on 24th March 2015 to acquire the PrecisionEngineering Business of the Company through a court approved Scheme of Arrangement whichwas approved by the Hon'ble High Court of Judicature at Madras vide its order dated12th December 2016. During the year 2017-18 TEAL generated sales income of ` 252.13 croresagainst the previous year's figures of

` 244.60 crores and the profit before tax was ` 19.70 cores against theprevious year's figures of ` 9.98 crores.

Carat Lane Trading Private Limited (Carat Lane) is engaged in thebusiness of manufacture of jewellery products and has significant online presence. Duringthe year 2017-18 Carat Lane has registered a turnover of ` 290.18 crores (previous year :` 177.84 crores) and the loss amounted to ` 83.87 crores against the previous year'sfigures (loss) of ` 41.01 crores.

The annual accounts of these subsidiary companies were consolidatedwith the accounts of Titan Company Limited for 2017-18. None of these subsidiary companiesdeclared a dividend in 2017-18.

The Company holds a 49% equity stake in a joint venture entered intowith Montblanc Services B.V. the Netherlands for operation of retail boutiques in Indiafor Montblanc products.

The Company holds 26.79% stake in Green Infra Wind Power Theni Limitedwhich supplies energy to the Company.

The statement containing salient features of the financial statement ofsubsidiaries/associate company/joint venture forms part of the Annual Report and furnishedin the financial statements.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as prescribed under sub-section (3) (m) of Section 134of the Act read with Rule 8 of the Companies (Accounts) Rules are furnished in Annexure-I to the

Board's Report.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on CSR is attached in Annexure II.

18. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the extract of annualreturn is given in Annexure-III in the prescribed

Form MGT-9 which forms part of this Report.

19. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy is annexed as

Annexure-IV.

20. VIGIL MECHANISM

The Company has a whistle blower mechanism wherein the employees canapproach the Management of the Company (Audit Committee in case where the concern involvesthe Senior Management) and make protective disclosures to the Management about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct.The Whistle Blower Policy requires every employee to promptly report to the Management anyactual or possible violation of the Code or an event he becomes aware of that could affectthe business or reputation of the Company. The disclosures reported are addressed in themanner and within the time frames prescribed in the policy. A mechanism is in placewhereby any employee of the Company has access to the Chairman of the Audit Committee toreport any concern. No person has been denied access to the Chairman to report anyconcern. Further the said policy has been disseminated within the organisation and hasalso been posted on the Company's website.

21. SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e SS-1and SS-2 issued by the Institute of Company Secretaries of India relating to Meeting ofBoard of Directors and General Meetings respectively have been duly complied with.

22. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION PROHIBITION AND REDRESSAL)

ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules thereunder for preventionand redressal of complaints of sexual harassment at workplace.

During the financial year 2017-18 the Company had received 11complaints on sexual harassment all were disposed-off with appropriate action taken andno complaint remains pending as of 31st March 2018.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud asspecified under the second proviso of Section 143(12) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force).

24. CORPORATE GOVERNANCE

As per SEBI Listing Regulations a Management Discussion and AnalysisCorporate Governance Report and Auditors' Certificate regarding compliance ofconditions of Corporate Governance forms part of the Annual Report.

25. BUSINESS RESPONSIBILITY REPORTING

As per SEBI Listing Regulations a Business Responsibility Report isattached and forms part of this Annual Report.

26. DIRECTORSANDKEYMANAGERIAL PERSONNEL

Mr. T.K. Balaji Mrs. Hema Ravichandar Prof. Das Narayandas Mrs.Ireena Vittal Ms. Vinita Bali and Mr. Ashwani Puri are the Independent Directors duringthe Financial Year 2017-18 and all have given declarations that they continue to meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of the Listing Regulations.

Subsequently Ms. Vinita Bali Independent Director resigned from theBoard effective 1st April 2018.

Mr. B Santhanam was appointed as an Additional Director and IndependentDirector on the Board of the Company on 10th May 2018. Member's attention is drawn toItem No. 4 of the Notice for appointment of Mr. B Santhanam as an Independent Director ofthe Company.

In accordance with the provisions of the Act and in terms of theMemorandum and Articles of Association of the Company Mr. N N Tata retires by rotation atthe Annual General Meeting.

Mr. Ramesh Chand Meena was appointed as an Additional Director on theBoard of the Company on 3rd January 2018 Mr. K. Gnanadesikan was appointed as anAdditional Director on the Board of the Company on 1st February 2018. Ms. Shilpa PrabhakarSatish was appointed as an Additional Director on the Board of the Company on 29th March2018 but subsequently resigned effective 10th May 2018. Member's attention is drawnto Item No. 5 of the Notice for the appointment of Mr. K. Gnanadesikan as a Director ofthe Company & Item No. 6 of the Notice for the appointment of Mr. Ramesh Chand Meenaas a Director of the Company.

None of the Directors is related to each other within the meaning ofthe term "relative" as per Section 2(77) of the Act.

Five meetings of the Board were held during the year. For details ofthe meetings of the Board reference may be made to the Corporate Governance Report whichforms part of the Annual Report.

27. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WEREAPPOINTED OR HAVE RESIGNED DURING THE YEAR

Pursuant to Section 134 of the Act read with Rule 8(5) (iii) ofCompanies (Accounts) Rules 2014 the following Directors were appointed or resigned.

Mr. T. K. Arun nominee of Tamilnadu Industrial Development CorporationLimited (TIDCO) retired from the services of TIDCO and consequently resigned from theBoard effective 11th November 2017.

Mr. Ramesh Chand Meena nominee of TIDCO was appointed to the Board witheffect from 3rd January 2018.

Mr. K Gnanadesikan nominee of TIDCO was nominated as Chairman of theBoard with effect from 1st February 2018 in place of Mr. Atulya Misra who resigned fromthe Board effective from 1st February 2018.

Ms. Shilpa Prabhakar Satish nominee of TIDCO was appointed to theBoard with effect from 29th March 2018 and subsequently resigned effective 10th May 2018.

None of the Key Managerial Personnel were appointed or resigned duringthe year. Pursuant to the provisions of Section 203 of the Act Mr. Bhaskar Bhat-ManagingDirector Mr. S. Subramaniam - Chief Financial Officer and Mr. A.R. Rajaram-Vice President- Legal & Company Secretary continue to be the Key Managerial Personnel of theCompany.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by Management and the relevant Board Committees including the Audit Committeethe Board is of the opinion that the Company's internal financial controls areadequate and operating effectively during FY 2017-18.

Accordingly pursuant to the requirements of Section 134 (5) of theAct the Directors hereby confirm that:

i. in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; vi. they have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

29. BOARD EVALUATION

The performance evaluation of the Board its Committees and individualDirectors was conducted and the same was based on questionnaire and feedback from all theDirectors on the Board as a whole its Committees and self-evaluation pursuant to theprovisions of the Companies Act 2013 SEBI Listing Regulations and the Guidance Note onBoard's Evaluation issued by SEBI on 5th January 2017.

The Chairperson of the Board Nomination and Remuneration Committee(BNRC) held separate discussions with each of the Directors of the Company and obtainedtheir feedback on overall Board effectiveness as well as on each of the other Directors.

Based on the questionnaire and feedback the performance of everyDirector was evaluated by the BNRC.

Some of the key criteria for performance evaluation as laid down bythe BNRC were as follows-

Performance evaluation of Directors:

• Contribution at Board / Committee meetings

• Guidance / Support to Management outside Board/ CommitteeMeetings

Performance evaluation of Board and Committees:

• Board structure and composition

• Degree of fulfillment of key responsibilities

• Establishment and delineation of responsibilities to Committees

• Effectiveness of Board Processes Information and Functioning

• Board Culture and Dynamics

• Quality of relationship between the Board and Management

• Ef_cacy of communication with External Stakeholders

• Committees – strengths and areas of improvement

30. INDEPENDENT DIRECTORS

A separate meeting of the independent directors ("Annual IDMeeting") was convened which reviewed the performance of the Board (as a whole) thenon-independent directors and the Chairman. Post the Annual ID Meeting the collectivefeedback of each of the

Independent Directors was discussed by the Chairperson of the BNRC withthe Board covering performance of the Board as a whole performance of the non-independentdirectors and performance of the Board Chairman.

31. REMUNERATION POLICY

The Board has on the recommendation of the BNRC framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

32. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS

In accordance with the agreement between the promoters three Directorseach may be nominated by Tata Sons Limited and Tamilnadu Industrial DevelopmentCorporation Limited.

The guidelines for selection of Independent Directors are as set outbelow:

The Board Nomination and Remuneration Committee ("Committee")oversees the Company's nomination process for Independent Directors and in thatconnection to identify screen and review individuals qualified to serve as an IndependentDirector on the Board.

Process for selection

The Committee may act on its own in identifying potential candidates.The Committee shall review and discuss details pertaining to candidates and will conductevaluation of candidates in accordance with the process that it sees fit and appropriateand thereafter pass on its recommendation for nomination to the Board based on thefollowing guidelines:

Attributes

i) The Committee shall seek candidates who is not a nominee or relatedto either Promoter of the Company. Such candidates shall possess integrity leadershipskills managerial qualities foresight abilities and competency required to direct andoversee the Company's management in the best interest of its stakeholders i.e.shareholders customers employees and communities it serves. ii) The candidate must bewilling to regularly attend the meetings of the Board and develop a strong understandingof the Company it's businesses and it's needs to contribute his/ her time andknowledge to the Company and to be prepared to exercise his/her duties with skill andcare. Besides these the candidate should have an understanding of governance concepts andlegal duties of a Director. iii) It is desirable that the candidate should have expertiseto fill in the gap(s) identified by the Company in the current composition of the Board.iv) Ideally the candidate should possess experience of 5 years on the Board of a listedcompany. v) The candidate's age shall not exceed 70 years at the time of joining theBoard. vi) Forthrightness and ability to possess foresight abilities in the Governance ofa Corporate.

Board Composition

Keeping in mind that women constitute a majority of the Company'scustomers it would be desirable to have one-third of the Board's strength representedby woman members.

Procedure

1. The Committee may retain search firms or advisors as it deemsappropriate to identify candidates.

2. Develop a list of potential candidates of Independent Directorswhich may be refreshed every year. The Committee to create a list of probable candidatesfrom known sources or from the database of Ministry of Corporate Affairs Government ofIndia or Stock Exchanges.

3. The Committee may also consider profiles of suitable expatriates.

4. The candidate considered by the Committee as potentially qualifiedwill be contacted to determine their interest in being considered to serve on the Boardand if interested will be interviewed. As and when a candidate is shortlisted theCommittee will make a formal recommendation to the Board.

33. OTHER DISCLOSURES

The information required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below: i) The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:

Name of the director

Commission

Sitting fee

Total

Ratio

(`)

` ( )

(`)

(times)

A] Median Employee remuneration

620580

B] Director's remuneration
1 Chairman (nominated by TIDCO)#

5801667

205000

6006667

9.68

2 Mr. T. K. Arun@

2674667

180000

2854667

4.60

3 Mr. Ramesh Chand Meena@

703083

50000

753083

1.21

4 Ms. Shilpa Prabhakar Satish@

206500

Nil

206500

0.33

5 Mr. N. N. Tata^

Refer note below

220000

220000

0.35

6 Mr. Harish Bhat^

Refer note below

385000

385000

0.62

7 Mr. T. K. Balaji

5605000

430000

6035000

9.72

8 Ms. Vinita Bali

7431000

395000

7826000

12.61

9 Mrs. Ireena Vittal

6431000

485000

6916000

11.14

10 Mrs. Hema Ravichandar

5664000

360000

6024000

9.71

11 Prof. Das Narayandas

1416000

50000

1466000

2.36

12 Mr. Ashwani Puri

6136000

385000

6521000

10.51

13 Mr. Bhaskar Bhat*

39744000

-

66130366*

106.56

Note: Remuneration includes sitting fees and commission forNon-Executive Directors. Commission relates to financial year ended 31st March 2018 whichwill be paid during the FY 2018-19.

# Commission to the Chairman of the Company is paid to TIDCO (theChairmanship was held by Mr. Atulya Misra upto 1st February 2018 and currently Mr. KGnanadesikan is the Chairman.) ^ In line with the internal guidelines no payment is madetowards commission to Mr. N N Tata and Mr. Harish Bhat Non Executive Directors of theCompany who are in full-time employment with other Tata Companies.

* Inclusive of salary perquisites Commission and retiral benefits. @Paid to TIDCO

ii) The percentage increase in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year:

Name

% Change

Chairman (nominated by TIDCO)

9%

Mr. Ramesh Chand Meena1

-

Mr. T.K. Arun2

-

Ms. Shilpa Prabhakar Satish3

-

Mr. N.N. Tata4

-

Mr. Harish Bhat4

-

Mr. T.K. Balaji

36%

Ms. Vinita Bali

107%

Mrs. Hema Ravichandar

28%

Prof. Das Narayandas

10%

Mrs. Ireena Vittal

56%

Mr. Ashwani Puri

81%

Mr. Bhaskar Bhat Managing Director

14%

Mr. S.Subramaniam Chief Financial Officer

14%

Mr. A.R Rajaram Company Secretary

19%

1 Mr. Ramesh Chand Meena nominee of TIDCO was appointed on the Boardwith effect from 3rd January 2018 hence previous year figures are not comparable

2 Mr. T.K Arun nominee of TIDCO retired from the services of TIDCOand hence resigned from the Board effective 11th November 2017.

3 Ms. Shilpa Prabhakar Satish nominee of TIDCO was appointed on theBoard with effect from 29th March 2018 hence previous year figures are not comparable.

4 In line with the internal guidelines no payment is made towardscommission to Mr. N N Tata and Mr. Harish Bhat Non Executive Directors of the Companywho are in full-time employment with other Tata Companies.

iii) The percentage increase in the median remuneration of employees inthe financial year: 11 % iv) The number of permanent employees on the rolls of company:6856. v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averagepercentage increase this year has been 11% across all levels. vi) Affirmation that theremuneration is as per the Remuneration Policy of the Company: The Company'sRemuneration Policy is based on the principle of internal equity competence andexperience of the employee and industry standards. Through its compensation programme theCompany endeavours to attract retain develop and motivate a high performance and engagedworkforce. The Company follows a compensation mix of fixed pay benefits and performancebased variable pay. Individual performance pay is determined by business performance andthe performance of the individuals measured through the annual appraisal process. TheCompany affirms remuneration is as per the Remuneration Policy of the Company.

34. NF I ORMATION AS PER RULE 5(2) OF THE

CHAPTER XIII THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe same may write to the Company Secretary.

35. AUDITORS a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read withapplicable Rules framed thereunder M/s. B S R & Co. LLP Chartered Accountants (FirmRegistration No.101248W/W-100022) have been appointed as Auditors for a term of fiveyears subject to rati_cation by the shareholders from the conclusion of the 33rd AnnualGeneral Meeting till the conclusion of the 38th Annual General Meeting.

The Ministry of Corporate Affairs vide Notification dated 7th May 2018notified several Sections of the Companies (Amendment) Act 2017. In view of the saidnotification the requirement of rati_cation of appointment of auditors under Section 139of the Companies Act 2013 at each AGM is no longer required. Hence the resolution tothis item is not being included in the Notice to the AGM.

b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. KT Vijayakrishna Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas Annexure-V.

36. AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

There are no disqualifications reservations adverse remarks ordisclaimers in the auditor's report and secretarial auditor's report.

Acknowledgements

Your Directors wish to place on record their appreciation of thesupport which the Company has received from its promoters shareholders lenders businessassociates vendors customers media and the employees of the Company.

On behalf of the Board of Directors

Bengaluru K. Gnanadesikan

10th May 2018 Chairman