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Titan Securities Ltd.

BSE: 530045 Sector: Financials
NSE: N.A. ISIN Code: INE090D01017
BSE 00:00 | 23 Sep 7.32 0.02
(0.27%)
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7.30

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7.44

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NSE 05:30 | 01 Jan Titan Securities Ltd
OPEN 7.30
PREVIOUS CLOSE 7.30
VOLUME 1200
52-Week high 8.81
52-Week low 2.50
P/E 104.57
Mkt Cap.(Rs cr) 18
Buy Price 7.16
Buy Qty 5.00
Sell Price 7.30
Sell Qty 553.00
OPEN 7.30
CLOSE 7.30
VOLUME 1200
52-Week high 8.81
52-Week low 2.50
P/E 104.57
Mkt Cap.(Rs cr) 18
Buy Price 7.16
Buy Qty 5.00
Sell Price 7.30
Sell Qty 553.00

Titan Securities Ltd. (TITANSECURITIES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report and AuditedAccounts of the Company for the year ended 31st March 2019.

FINANCIAL RESULTS:

(Amt. in Lakhs of Rupees)

Particulars Current Year 2018-2019 Previous Year 2017-2018 Current Year 2018-19 Previous Year 2017-18

Standalone

Consolidated

Income from Operations 183.81 435.46 6617.49 6110.54
Other Income 1.47 0.60 66.29 41.88
Total Income 185.28 436.06 6683.77 6152.42
Total Expenses 143.57 387.84 6087.65 5694.24
Profit before Tax 41.72 48.22 596.12 458.18
Tax Expense/Provisions 6.27 7.78 169.44 150.95
Profit after Tax 35.45 40.44 426.68 307.23
Total Comprehensive 36.47 40.37 437.48 307.16
Income
Earning Per Share (EPS):
Basic 0.14 0.16 0.57 0.45
Diluted 0.14 0.16 0.57 0.45

PERFORMANCE AND REVIEW

During the year under review income from operations was Rs. 183.81 (in Lakhs) ascompared to

Rs. 435.46 (in Lakhs) during the previous year. Further the Profit before tax was Rs.41.72 (in Lakhs) as compared to Rs. 48.22 (in Lakhs) during the previous year.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 16 (Sixteen) times during 2018-19. The details of themeetings attended by each director are provided in the Corporate Governance Reportattached to the Director's Report.

Name of Director Status No. of Board Meeting attended during 2018-19
Mrs. Manju Singla Managing Director/ Woman Director 16
Mr. Suresh Chand Singla Non-Executive Director 14
Mr. Naresh Kumar Singla Non-Executive Director 12
Mr. Kailash Chand Gupta Non-Executive Independent 2
Mr. Ravinder Gupta Non-Executive Independent 15
Mr. Ajay Radheshyam Bansal Non-Executive Independent 2
Mr. Aashish Dalmia Non-Executive Additional Independent Chairperson 1

STATE OF COMPANY AFFAIRS

Company deal in shares and securities of all type of listed and unlisted securitiesbonds debentures etc. Company also make own investments in shares securities bondsetc. We are dealing in short term or long term finances for reputed and well knownbusiness entities.

FUTURE PLANS

The Company is planning to invest money in various attractive investment schemes goodbusinesses for investment for return. The Company has earned profits with its investmentsin the last year and the company will continue to invest in profitable investment schemes.

CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian AccountingStandards (IAS).

These financial statements comply in all material respects with Accounting Standardsnotified under Section 133 of Companies Act 2013. Further a statement containing salientfeatures of Financial Statements of Associate Companies namely Titan Biotech Limited andPeptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act2013 in prescribed form AOC-1 is appended as Annexure-2.

SHARE CAPITAL

The company during the financial year under review did not issued shares and the Paidup share capital of the company stands at Rs. 250162000/- and authorized share capitalof the company stands at Rs. 255000000/-.

TRANSFER TO RESERVES

A Sum of Rs. 708993.60 was transferred to General Reserves out of the Profitsfor theCurrent year and the Reserves and Surplus increased from Rs. 4618901.71 to Rs.5327895.31.

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 as Woman Director in their Board.

FIXED DEPOSIT

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

VIGIL MECHANISM

The Company has established Vigil Mechanism and the same is placed on the website ofCompany at www.titansecuritieslimited.com in investor's sublink.

DIVIDEND

No dividend was recommended for the financial year ended 31.03.2019

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was a change in the composition of the Board of Directors and Key ManagerialPersonnel of the company during the year 2018-2019.

1. Mr. Ravinder Gupta (DIN: 00094380) resigned from Directorship and ceasedto be an Independent Director w.e.f. 20.03.2019.

2. Mr. Kailash Chand Gupta (DIN: 00047998) resigned from Directorship andceased to be an Independent Director w.e.f. 30.03.2019.

3. Mr. Ajay Radheshyam Bansal (DIN: 00328552) was appointed as anIndependent director w.e.f 28.09.2018.

4. Mr. Aashish Dalmia (DIN: 08097120) was appointed as an AdditionalIndependent Director w.e.f 20.03.2019.

5. Ms. Himanshi Negi resigned from the post of Company Secretary andCompliance Officer w.e.f. 16.02.2019

6. Ms. Akansha Sharma was appointed as Company Secretary and ComplianceOfficer

04.03.2019

RETIREMENT BY ROTATION

Mr. Suresh Chand Singla (DIN: 00027706) shall retire in this Annual General Meetingand being eligible offers himself for re-appointment.

STATEMENT OF DECLARATION AS PER SECTION 149 OF COMPANIES ACT 2013

The independent director namely Mr. Ajay Radheshyam Bansal has furnished a statement ofdeclaration to be given by independent directors under sub-section (7) of Section 149 ofCompanies Act 2013.

MATERIAL CHANGES AND COMMITMENT

There are some material changes and commitments occurred which affect the financialposition of the Company from the last financial year to end of the financialyear of theCompany to which the financial statements relate and the date of the report. For moreclarity kindly go through Note no. 34 of the standalone financial statement for the yearended March 31st 2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2018-19 which may adversely impact thestatus of ongoing concern and operations in future.

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.

SECRETARIAL AUDITORS' REMARK

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

ANNUAL SECRETARIAL COMPLIANCE REPORT

As per the Circular No.CIR/CFD/CMD1/27/2019 dated 08/02/2019 annual secretarialcompliance report as per format prescribed by the SEBI shall be submitted by the PCS oncompliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunderconsequent to which the PCS shall submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Securities Ltd is a part of this reportas an Annexure-4.

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

ADOPTION OF POLICIES

The Board has adopted the new/amended policies upto the date of Annual General Meeting.Following are the list of policies adopted by the Board:-

1. Vigil Mechanism Policy

2. Risk Management Policy

3. Policy on Related Party Transactions

4. Policy on Preservation of Documents

5. Policy on Board Diversity

6. Policy For Prevention of Sexual Harassment

7. Nomination And Remuneration Policy

8. Familiarization Programme For Independent Directors

9. Content Archiving Policy

10. Code of Conduct For Board of Directors And Senior Management

The policies of the company are placed on the website of the company at:https://titansecuritieslimited.com com in investors sublink.

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 March2019 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 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 or loss of the Company for the year under review;

(3) That the directors had taken proper and sufficientcare 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 2019 on a going concern basis.

(5) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(6) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on29.05.2018 07.08.2018 13.11.2018 and 11.02.2019.

II. At the invitation of the Company representatives from various divisions of theCompany Internal Auditors Statutory Auditors and Company Secretary who is acting assecretary to the Audit Committee also attended the Audit Committee meeting to answer andclarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the mattersspecified for Audit Committee under section 177 of Companies Act 2013 and under Clause 49of the Listing Agreement ("Listing Agreement") of the company with the stockexchanges.

AUDITORS

The Auditors M/s. Sunita Agrawal & Co. Chartered Accountants (Firm RegistrationNo.: 515225C) hold office until the conclusion of the 2020-2021 Annual General Meeting.

AUDITORS' REMARK

The observation made by the Statutory Auditors with reference to notes on the accountsfor the year under report are self explanatory the report of the Secretarial Auditors isalso self-explanatory and need no further comments from the Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met fourtimes during the year 2018-19 on 29th May 2018 7th August 2018 13th November 2018and 11th February 2019.

The attendance of the Audit Committee Members was as under.

Name Category No. of Meeting(s) Attended
*Mr. Kailash Chand Gupta Chairman Non-executive 2
*Mr. Ravinder Gupta Member Non-executive 4
*Mr. Aashish Dalmia Chairman Non-executive 0
Mr. Suresh Chand Singla Member Non-executive 4
Mr. Ajay Radheshyam Bansal Member Non-executive 2

Note:

1. *Mr. Kailash Chand Gupta resigned from the Directorship and also from theChairmanship of Audit Committee w.e.f. March 30 2019.

2. *Mr. Ravinder Gupta resigned from the Directorship and also from the Membership ofAudit Committee w.e.f. March 20 2019.

3. *Mr. Aashish Dalmia was appointed on March 20 2019. After his appointment theAudit Committee was re-constituted to be chaired by Mr. Aashish Dalmia in place of Mr.Kailash Chand Gupta.

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 inthe Board's report in terms of Sub- Section (5) of Section 134 of the CompaniesAct 2013.Changes if any in accounting policies and practices and reasons for the same.

Major accounting entries involving estimates based on the exercise of judgement by theManagement.

Significant adjustments made in the financial statements arising out of audit findings.Compliance with listing and other legal requirements relating to financial statements.

Disclosure of any related party transactions.

Qualifications in the draft audit report.

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

6. Reviewing with the Management the financial statements of subsidiaries and inparticular theinvestments 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/evaluatingwiththeManagementperformanceofStatutoryandInternalAuditorsinternalfinancial controls risk Management system and adequacy of the internal control systems.

9. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

10. Discussion with Internal Auditors any significant findings and follow-ups there on.

11. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

12. Discussion with Statutory Auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

13. To look into the reasons for substantial defaults in payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

14. To review the functioning of the Whistle- Blower mechanism.

15. Approval of appointment of CFO (i.e. the Whole- Time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate.

16. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee. 17. Review and monitor the Auditor's independence performance andeffectiveness of Audit 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 of operations.

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

Management letters / letters of internal control weaknesses issued by the StatutoryAuditors.

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 four Independent Directors. The Management is responsiblefor the Company's internal financialreporting process. The Independent Auditorscontrolsand 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 financial reportingand

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 CommitteebelievesthattheCompany'sfinancialstatements are presented in conformity with Ind AS in allmaterial 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 2018-19.

Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored bythe Committee.

The Committee affirms that in compliance with the Whistle-Blower Policy/ VigilMechanism no personnel had been denied access to the Audit Committee.

The Committee has appointed M/s Prem Mishra & Co. as Internal Auditors of theCompany for the period from 1st April 2017 to 31st March 2019 and discussed and approvedtheir audit plan. And approved their scope of work.

Remuneration of Statutory Auditors for FY 18-19 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.

Remuneration Committee

The Remuneration Committee met once in the year 2018-19 on 09th April 2018 during thelast year. The attendance of members of Remuneration Committee was as under:-

Name Category No. of Meeting(s)
Attended
*Mr. Ajay Radheshyam Bansal Non-executive Chairman 1
*Mr. Aashish Dalmia Non-executive Independent 0
Mr. Suresh Chand Singla Non-executive Independent 1
*Mr. Kailash Chand Gupta Non-executive Independent Chairman 1
*Mr. Ravinder Gupta Non-executive Independent Member 1

Note:

1. *Mr. Kailash Chand Gupta has been ceased to be a Chairman of Remuneration Committeew.e.f. March 30 2019.

2. *Mr. Ajay Radheshyam Bansal has been appointed as Chairman of Remuneration Committeew.e.f. March 30 2019.

3. *Mr. Aashish Dalmia has been appointed as a Member of Remuneration Committee w.e.f.March 20 2019.

4. *Mr. Ravinder Gupta has been ceased to be a Member of Remuneration Committee w.e.f.March 20 2019.

The roles and responsibilities of the Committee include the following:

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

Director.

2. Identifying persons who are qualified to become Directors and who may be appointedin Senior

Management in accordance with the criteria laid down recommend to the Board theirappointment 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 andsufficientto 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 SchemeandRecommending 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 termsand conditions of ESPS.

Stakeholders Relationship Committee.

The Board had delegated the power to attend investor complaints to StakeholdersRelationship Committee. The Stakeholders Relationship Committee met Fourteen times upto31st March 2019 i.e. on 08th May 2018 17th May 2018 11th June 2018 10th July 201804th August 2018 12th September 2018 22nd September 2018 13th October 2018 30thNovember 2018 08th December 2018 31st December 2018 02nd February 2019 25thFebruary 2019 and 12th March 2019. The attendance of the Members of StakeholdersRelationship Committee was as under:

Name Categories No. of Meetings
*Mr. Suresh Chand Singla Chairman Non-executive 12
Mr. Naresh Kumar Singla Member Non-executive 13
*Mr. Kailash Chand Gupta Member Non-executive 04
*Mr. Aashish Dalmia Chairman Non-executive 0

Note:

*Mr. Kailash Chand Gupta resigned from the Directorship and also from the Membership ofStakeholders Relationship Committee w.e.f. March 30 2019.

*Mr. Aashish Dalmia was appointed on March 20 2019. After his appointment theStakeholders Relationship Committee was re-constituted to be chaired by Mr. Aashish Dalmiain place of Mr. Suresh Chand Singla.

*Mr. Suresh Chand Singla has been appointed as Member and ceased to be a Chairman ofStakeholders Relationship Committee w.e.f. March 20 2019.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there were no foreign exchange earnings or outgo.

LISTING OF SHARES

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

b) The securities of the Company are listed at the Bombay Stock Exchange Limited andwill continue to be listed there. Annual Listing Fee has been paid to the Bombay StockExchange Limited.

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

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower Dalal Street Mumbai

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.

Change in Nature of Business

There was no change in nature of business of company during the financial year ended31st March 2019.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended31st March 2019 were on an arm's length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors or other designatedpersons which may have a potential conflict with the interest of the Company at large.Thus disclosure in Form AOC-2 is not required. However the disclosure of transactionswith related party for the year as per Ind-AS 24 Related Party Disclosures is given inNotes to the Balance Sheet as on 31st March 2019.

Risk Management

The provisions related to Risk Management are not applicable to the Company.

Corporate Social Responsibility

The provisions related to Corporate Social Responsibility are not applicable to theCompany.

Board Evaluation

The evaluation of Board of Directors its committees and individual directors havecarried out by Independent Directors pursuant to the provisions regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 and corporategovernance requirements under various provisions of the "SEBI ListingRegulation". The Evaluation was done taking in view the inputs given by eachdirector preparedness on issues to be discussed meaningful and constructivecontribution. In a separate meeting of the independent directors performance of nonindependent directors was evaluated. The Evaluation of director's performance wasdiscussed at the Board Meeting.

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 Corporate Governance Report.

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.

Information of Subsidiary/Associate Companies

Pursuant to Section 129(3) of Companies Act 2013 a statement containing salientfeatures of financial statements of subsidiaries/associate companies/joint ventures inForm AOC 1 is attached to this report as Annexure-1.

Conservation of Energy and Technology Absorption

The provisions of Conservation of Energy and Technology Absorption are not applicableto Company.

DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 The disclosure ofinformation is attached as Annexure to Director Report as Annexure-2.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure & Development

India sector with banks non banking financial companies mutual funds has adiversified pension funds cooperatives insurance companies etc. As per the financialstability report of RBI India's financial system remains stable and Asset quality ofNon-Banking Financial Companies also improved.

Opportunity and Threats

The Capital market witnessed ups and downs during 2018-19 but overall the market wasquite stable and growing. There were various opportunities and threats during the ups anddowns. Uncertainty in Global Markets due to recessionary environment poses threat fordowntrend in Capital Markets. However the management took possible steps to cash in onvarious opportunities and at times also observed closely which may lead to the erosion ofinvestments.

Segment wise or product wise performance

The Company has three reportable segments viz. sale and purchase of shares (Trading andInvestment) Financing Business (Granting of Unsecured Loans) etc.

Outlook

The Share market looks very solid in long term. Reports of various agencies and leadingeconomists reflect that there is an early sign of revival of economic growth with strongpositive sentiments. Growth in GDP numbers and other economic parameters being positiveoverall economic scenario looks favorable for coming years.

Risk and Concern

Risk is an inherent part of any business but risk can be managed. We have a clearlyformulated risk management system in place to identify both external and internal risk andto take appropriate corrective action on time.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 No complaint on sexual harassment was received by theInternal Committee of Company during the financial year under review.

Internal Control System and their Adequacy

The Company has an adequate system of internal control implemented by the managementtowards achieving efficiency in operations optimum utilization of resources and effectivemonitoring thereof and compliance with applicable laws.

The Companies internal controls are founded on sound internal audit practices. Theexperienced professionals take care of the internal control systems.

Secretarial Standards

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

Financial performance vis-a-vis operational performance

-19 as compared to Rs. 40.44 Lakhs TheCompanyearnedaprofit during 2017-18. Theoperational income was Rs. 183.81 Lakhs as compared to Rs. 435.46 Lakhs during theprevious year.

MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 25/03/2019. All the independentdirectors were present in the meeting.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Management and Employees enjoy a cordial relationship and objective of both of themare in line to meet with the overall objectives of the company.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of Titan Securities Limited for directorappointment and remuneration is attached as Annexure-3.

ACKNOWLEDGEMENT

Your Director would like to express their grateful appreciation for the assistance andcontinued cooperation extended by the Bankers Government Agencies Shareholderscustomers and wish to place on record their deep sense of commitment shown by theemployees at all levels and acknowledge their contribution for the smooth operation of theCompany during the year under report.

For Titan Securities Limited For Titan Securities Limited
Manju Singla Naresh Kumar Singla
Managing Director Director
DIN 00027790 DIN 00027448

Date: 02nd September 2019

Place: Delhi

.