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Titan Securities Ltd.

BSE: 530045 Sector: Financials
NSE: N.A. ISIN Code: INE090D01017
BSE 00:00 | 11 Aug 15.65 -0.65
(-3.99%)
OPEN

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NSE 05:30 | 01 Jan Titan Securities Ltd
OPEN 14.20
PREVIOUS CLOSE 16.30
VOLUME 30400
52-Week high 26.85
52-Week low 14.20
P/E 23.01
Mkt Cap.(Rs cr) 39
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.20
CLOSE 16.30
VOLUME 30400
52-Week high 26.85
52-Week low 14.20
P/E 23.01
Mkt Cap.(Rs cr) 39
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Titan Securities Ltd. (TITANSECURITIES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 29th Annual Reportand Audited Accounts of the Company for the year ended 31st march2021.

1. FINANCIAL SUmmARy AND hIGhLIGht OF FINANCIAL RESULtS:

Particulars Current Year 2020-2021 Previous Year 2019-2020 Current Year 2020-21 Previous Year 2019-2020

standalone

Consolidated

Income from Operations 4723.49 209.14 4723.49 209.14
Other Income 4.29 4.21 4.29 4.21
Total Income 4727.78 213.35 4727.78 213.35
Total Expenses 4694.38 182.83 4694.38 182.83
Profit beforetax and Exceptional Items 33.40 30.52 33.40 30.52
Exceptional Items 58.38 - 58.38 -
Profit Beforetax 91.78 30.52 91.78 30.52
Tax Expense/Provisions 84.67 6.50 84.67 6.50
Profit aftertax 7.11 24.02 7.11 24.02
Share in profit of Associate - - 1019.10 193.14
Total Other Comprehensive Income (Net of Tax) 39.32 26.28 39.32 26.28
total Comprehensive Income 46.43 50.31 1065.53 243.45
Earning Per Share (EPS):
Basic 0.03 0.10 4.10 0.87
Diluted 0.03 0.10 4.10 0.87

2. PERFORMANCE AND REVIEW

During the year under review income from operations was Rs. 4723.49 (in Lakhs) ascompared to

Rs. 209.14 (in Lakhs) during the previous year. FurthertheProfitafter tax is Rs.7.11 (in Lakhs) as compared to Rs. 24.02 (in Lakhs) during the previous year.

3. sTANDALONE AND CONsOLIDATED FINANCIAL sTATEMENTs

The Standalone and Consolidated Financial statements of your Company have been preparedin accordance with Indian Accounting Standards ("Ind IAS") as notified under theCompanies (Indian Accounting Standards) Rules 2015 as amended. These financialstatements comply in all material respects with Accounting Standards notified underSection 133 of Companies Act 2013. Further a statement containing salient features ofFinancial Statements of Associate Company namely m/s. titan Biotech Limitedpursuant to sub-section 3 of Section 129 of Companies Act 2013 in prescribed formAOC-1 is appended as ANNEXURE-1.

4. mPACt OF thE COVID-19 PANDEmIC I

The operations of the Company were affected after the first wave of Covid-19 pandemic.Your

Directors have periodically reviewed the operations and impact of COVID-19 on theCompany.

The primary focus of business was on ensuring the health and well-being of staff. TheCompany adopted work from home policy for employees and continued operations.

5. sTATE OF COMPANY AFFAIRs

The Company is a registered Non-Banking Financial Company registered with the ReserveBank of India. The Company deals in shares and securities and also loans and advances forvarious purposes.

6. ChANGE IN NAtURE OF BUSINESS

There was no change in nature of business of company during the financial year ended 31stMarch 2021.

7. RESERVES & SURPLUS

A Sum of Rs. 61008.14 was transferred to Statutory Reserves out of the Profitsfor the Current year. The reserves increased from Rs. 5808354.71 to Rs.5869362.85 and Retained Earnings increased from Rs. 22606090.19 to Rs.23604109.06 during the financial year2020-21.

8. INFORmAtION OF SUBSIDIARy/ASSOCIAtE COmPANIES/JOINt VENtURES

Pursuant to Section 129(3) of Companies Act 2013 a statement containing salientfeatures of financial statements of subsidiary company/associate Company/joint venture inFormAOC-1 this report as ANNEXURE-1.

9. DIVIDEND

Due to Inadequate Profits the Board does not recommend any dividend.

10. NUmBER OF mEEtINGS OF thE BOARD

The details of the meetings attended by each director are provided in the CorporateGovernance Report attached to the Director's Report. The Board met 10 (Ten) timesduring the year 2020-2021 on 20-05-2020 01-06-2020 30-06-202005-08-2020 24-08-2020 31-08-2020 28-09-2020 19-10-2020 17-11-2020 and 27-01-2021.

Name of Director status No. of Board Meeting attended during 2020-2021
Mrs. Manju Singla Managing Director/Woman Director 10
Mr. Suresh Chand Singla Non-Executive Non-Independent Director 10
Mr. Naresh Kumar Singla Non-Executive Non-Independent Director 10
Mr. Ajay Radheshyam Bansal Non-Executive Independent Director 7
Mr. Aashish Dalmia Non-Executive Independent Director/ Chairman 10

11. MEETING OF INDEPENDENT DIRECTORs

A Meeting of the Independent Directors was held on 27.03.2021. All theindependent directors were present in the meeting. The meeting was held through VideoConferencing and other audio video means.

12. 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 schemesand in securities.

13. ShARE CAPItAL

The company during the financial year under review did not issued shares and thePaid-up share capital of the company stands at Rs. 250162000/- twenty FiveCrores One Lakh and Sixty ( two thousand Only) and authorized share capital of thecompany stands at Rs. 255000000/- (twenty Five Crores and Fifty Lakh Only).

14. DIRECTORs

As on march 31 2021 the Board comprised of 5 (five) members includingone women member. The Board has an appropriate mix of Executive Directors (‘EDs')Non-Executive Directors (‘NEDs') and Independent Directors (‘ID') which iscompliant with the Companies Act 2013 the SEBI Listing Regulations and is also alignedwith the best practices of Corporate Governance.

15. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act 2013 read with Companies (Appointment and

Qualification of Directors) Rules 2014 the company is required to comply with theprovisions of woman director as the company is a listed public Company. Currently Companyhave Mrs. Manju singla one Woman Director in their Board.

16. FIXED DEPOsIT

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

17. POLICIEs ADOPTED BY COMPANY

ThePoliciesadoptedbyCompanyareplacedonthewebsiteofCompanyatwww.titansecuritieslimited.com in investor's sub-link.

18. VIGIL mEChANISm & WhIStLE BLOWER POLICy

The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation withSection 177(9) of theCompanies Act 2013 and

Regulation 22 of Listing Regulations to report concerns about unethical behaviorand the same is placed on the website of Company at www.titansecuritieslimited.com ininvestor's sub-link.

19. ChANGE IN DIRECtORS AND KEymANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors of the company butthere is a change in the composition of Key Managerial Personnel during the year 2020-21. Mr.Ankit Gaira has been appointed as Chief Financial Officer (CFO) w.e.f. 01.06.2020.He left the services of the Company on 30th June 2021.

20. RETIREMENT BY ROTATION mr. Suresh Chand Singla (DIN: 00027706) shall retirein this Annual General Meeting and being eligible offers himself for re-appointment. Aresolution seeking shareholders' approval for his reappointment forms part of the Notice.

21. StAtEmENt OF DECLARAtION AS PER SECtION 149 OF COmPANIES ACt 2013 Theindependent directors namely mr. Ajay Radheshyam Bansal and mr. Aashish Dalmiahas furnished a statement of declaration to be given by independent directors undersub-section (7) of Section 149 of Companies Act 2013.

22. mAtERIAL ChANGES AND COmmItmENt

No material changes and commitments occurred which may affect the financial positionof the Company between the end of the financial year of the Company to which thefinancial statements relate and the date of the report. 23. SIGNIFICANt AND mAtERIALORDERS PASSED By thE REGULAtORS OR COURtS OR tRIBUNALS ImPACtING thE GOING CONCERN StAtUSAND COmPANy'S OPERAtIONS IN

FUTURE

Your directors confirmthatnosignificantand/or material order(s) had been passed againstthe

Company during the financial year 2020-21 which may adversely impact the status ofongoing concern and operations in future.

24. DETAILs OF FRAUD REPORTED BY AUDITORs

During the year the statutory auditors have not reported to the Audit Committee anymaterial fraud on the Company by its officers or employees under Section 143(12) of theCompanies Act 2013 the details of which need to be provided in this report.

25. 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 31 stMarch 2021 the applicable accounting standards had been followed along with properexplanations relating 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 sufficientaccountingrecordsinaccordancewiththeprovisionoftheCompaniesAct2013forsafeguarding theassets of the Company and preventing and detecting fraud and other irregularities; (4)That the directors had prepared the accounts for the financial year ended 31stMarch 2021 on a going concern basis.

(5) The directors had laid down 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 .

26. COMMITTEEs OF BOARD OF DIRECTORs

AUDIT COMMITTEE

I. The Audit Committee met five (5 times) during the previous financial year on 30.06.202005.08.2020 24.08.2020 19.10.2020 and 27.01.2021.

Name Category No. of Meeting(s) Attended
Mr. Aashish Dalmia Non-Executive Independent Director/ Chairman 5
Mr. Ajay Radheshyam Bansal Non-executive Independent 4
Mr. Suresh Chand Singla Non-executive Non-Independent 5

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. the role of Audit Committee includesthe following:

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

2. Recommending to the Board the appointment re-appointment terms of appointment/reappointment and if required the replacement or removal of the Statutory Auditor andthe fixation of audit fees/remuneration.

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

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

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

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

Management.

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 statementsand auditor's report thereon before submission to the Board for approval.

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

7. Reviewing/Monitoring with the Management the statement of uses/application/end useof funds raised through an issue (public issue rights issue preferential issue etc.)and related matters the statement of funds utilized for purposes other than those statedin the offer document/prospectus/ notice and the report submitted by the monitoring agencymonitoring the utilization of the proceeds of a public or rights issue and makingappropriate recommendations to the Board to take up steps in this matter.

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

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

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

11. Reviewing the findingsof 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 theexperience and background etc. of the candidate.

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

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

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

19. Scrutiny of inter- corporate loans and investments.

20. Valuation of undertakings or assets of the Company wherever it is necessary.

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

Management Discussion and Analysis of financial conditions and results of operations.

Related Party Transactions (as defined by the Audit Committee) Statementofsignificantsubmitted by Management.

Management letters / letters of internal control weaknesses issued by the Statutory

Auditors.

Internal audit reports relating to internal control weaknesses.

Appointment removal and terms of remuneration of the Chief Internal Auditor.

Statement of deviations:

The Committee comprises of two Independent Directors. The Management isresponsible for the Company's internal financial controls and financial reporting process.

The Independent Auditors are responsible for performing an independent audit of the

Company's financial statements in accordance with the Indian Accounting standards(Ind As) and for issuing a report thereon.

The Committee is responsible for overseeing the processes related to financialreporting and Information dissemination. In this regard the Committee discussed with theStatutory Auditors the overall scope for their audit. The Management presented to theCommittee the Company's financial statements and also represented that the Company'sfinancial statements had been drawn in accordance with the Ind AS. Based on its review anddiscussions conducted with the Management and the Independent Auditors the AuditCommittee believes that the Company's financial statements are presented in conformitywith Ind AS in all material aspects.

The Committee has reviewed Statement of Contingent Liabilities Management Discussionand Analysis Directors' Responsibility Statement Financial Results and Draft Audit/Limited Review Report thereon Financial Statements and Draft Auditors' Report approval(including modification if any) and review of Related Party Transactions and scrutinizedinter corporate loans and investments of the Company.

The Committee also approved the Capex proposals during the Financial Year 2020-2021.Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored bythe Committee. The Committee affirms that in compliance with the

Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the AuditCommittee.

The Committee has appointed m/s. PGm & Associates as Internal Auditorsof the Company for the period from 2019-2020 to 2020-2021 and discussed andapproved their audit plan and approved their scope of work.

Remuneration of Statutory Auditors for FY 2020-2021 was also approved.

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

Nomination & Remuneration Committee

The Nomination & Remuneration Committee met (3) three times in the year 2020-2021on 01.06.2020 28.09.2020 and 26.03.2021 during the last year. Theattendance of members of Remuneration Committee was as under:-

Name Category No. of Meeting(s) Attended
Mr. Ajay Radheshyam Bansal Non-executive Independent Director/Chairman 2
Mr. Aashish Dalmia Non-executive Independent Director 3
Mr. Suresh Chand Singla Non-executive Non-Independent Director 3

the roles and responsibilities of the Committee include the following:

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

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

Senior Management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal.

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

4. Devising a policy on Board diversity.

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

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

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

8. To ensure that the level and composition of remuneration is reasonable and attractretain and motivate Directors and KMP of the quality required to run the Companysuccessfully.

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 Senior

Management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.

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

12. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme andrecommending the same to the Board/ shareholders for their approval and implementing/administering the scheme approved by the shareholders.

13. Suggesting to Board/ shareholders changes in the ESPS/ ESOS. 14. Deciding the termsand conditions of ESPS.

Stakeholder Relationship Committee

The Board had delegated the power to attend investor complaints to StakeholdersRelationship Committee. The Stakeholders Relationship Committee met 3 (three) timesupto 31st march 2021 i.e. on 30.07.2020 07.12.2020 and03.02.2021. The attendance of the Members of Stakeholders Relationship Committee wasas under:

Name Categories No. of Meetings
Mr. Suresh Chand Singla Member Non-executive 3
Mr. Naresh Kumar Singla Member Non-executive 3
Mr. Aashish Dalmia Chairman Non-executive 3

27. AUDITORs

statutory Auditors

At the 26th (twenty-sixth) AGm held on September 28 2018 theMembers approved appointment of M/s. Sunita Agrawal & Co. Chartered Accountants (FirmRegistration No.:

515225C) as Statutory Auditors of the Company to hold office for a period of five yearsfrom the conclusion of that AGM till the conclusion of the 31st (thirty-first)AGM subject to ratification of their appointment by Members at every AGM if so requiredunder the Act. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect 2018. Accordingly no resolution is being proposed for ratification ofappointment of statutory auditors at the ensuing AGM.

secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rulesthereunder mr. Amit Anand Practicing Company Secretary was appointed to conductthe secretarial audit of the Company for the financial year2020-21. The secretarialaudit report for financial year 2020-21 is appended herewith as ANNEXURE-4 to theBoards' report. As per the recommendation from the Committee on Corporate Governanceconstituted under the Chairmanship of Shri Uday Kotak in its report dated October 052017 and pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 82019 the Company has submitted the Annual Secretarial Compliance Report issued by mr.Amit Anand Practicing Company secretary with the stock exchanges where shares of theCompany are listed appended herewith as ANNEXURE-3.

28. 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.

29. FOREIGN EXChANGE EARNINGS AND OUtGO

During the period under review there were no foreign exchange earnings or outgo. 30. LIStINGOF ShARES a) The Company securities have not been suspended from trading.

The securities of the Company are listed at the BsE Limited. Annual Listing feeshas been paid to BSE Limited.

The name and address of stock exchange where shares of Company will continue to belisted as under: BSE Limited Phiroze Jeejeebhoy Tower Dalal Street Mumbai.

31. PARtICULARS OF LOANS GUARANtEES OR INVEStmENtS UNDER SECtION 186 OF

COmPANIES ACt 2013

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

32. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2021 is available on the Company's website onwww.titansecuritieslimited. com.

33. CONtRACtS AND ARRANGEmENtS WIth RELAtED PARtIES

All related party transactions that were entered into during the financial year ended 31stmarch

2021 were on an arm's length basis and were in the ordinary course of business.Therefore the provisions of Section 188 of the Companies Act 2013 were not attracted.Further there are no related party transactions during the year under review made by theCompany materiallysignificant with Promoters Directors or other designated persons whichmay have a potential conflict with the interest of the Company at large. Thus disclosurein Form AOC-2 is not required. However the disclosure of transactions with relatedparty for the year as per Accounting Standard -18 Related Party Disclosures is given inNotes to the Balance Sheet as on 31st March 2021.

34. RIsk MANAGEMENT

The provisions related to Risk Management are not applicable to the Company. 35.CORPORATE sOCIAL REsPONsIBILITY

The provisions related to Corporate Social Responsibility are not applicable tothe Company. 36. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

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

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

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

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

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

37. 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 on the website of thecompany. 38. 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.

39. CONSERVAtION OF ENERGy AND tEChNOLOGy ABSORPtION

The provisions of Conservation of Energy and Technology Absorption are notapplicable to Company.

40. StAtEmENt OF DISCLOSURE U/S 197 OF COmPANIES ACt & RULE 5(1) OF COmPANIES

(APPOINtmENt AND REmUNERAtION OF mANAGERIAL PERSONAL) RULES 2014

The Disclosure of Information is attached as ANNEXURE-2.

41. DIsCLOsURE REQUIREMENT

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

42. MANAGEMENT DIsCUssION AND ANALYsIs REPORT

Industry Structure & Development

India has a diversified financial sector with banks non-banking financial companiesmutual funds 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 2019-20 by the early February theCOVID-19 Outbreak acted as the major catalyst to a decline of the capital market. TheGlobal Economy had begun to slowdown in the year 2019. However the management tookpossible steps to cash in on various opportunities and at times also observed closelywhich may lead to the erosion of investments.

Segment wise or product wise performance

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

Outlook

The Share market looks very solid in long term. Reports of various agencies andleading economists reflect that there is an early sign of revival of economic growth withstrong positive sentiments. Growth in GDP numbers and other economic parameters beingpositive overall 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.

Internal Control System and their Adequacy

The Company has an adequate system of internal control implemented by themanagement towards achieving efficiency in operations optimum utilization of resourcesand effective monitoring 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.

Financial performance vis--vis operational performance

The Company earned a profit Rs. 7.11 Lakhs during 2020-21 as comparedto Rs. 24.02

Lakhs during 2019-20. The operational income was Rs. 4723.49 Lakhs ascompared to Rs. 209.14 Lakhs during the previous year.

material Development in human Resources

There has not been any major development on the human resources front. Therelations between management and employees continues to be cordial during the year 2020-2021.The number of permanent employees on the rolls of Company as on 31st march2021 was 07

(seven).

Significant key financial ratios:

Particulars F. Yr. 2021 F. Yr. 2020
Debt-equity Ratio 0.00 0.002:1
Debtor Turnover Ratio N.A. N.A.
Inventory Turnover Ratio 4.34 0.12
Interest Coverage Ratio 260.97 38.72
Current Ratio 312.48 65.55
Operating Profit Margin 31.45% 10.39%
Net Profit Margin 0.21% 11.38%

The Company earned a profit ofRs. 7.11 Lakhs during 2020-21 ascompared to Rs. 24.02

Lakhs during 2019-20. The operational income was Rs. 4723.49 Lakhs ascompared to Rs. 209.14 Lakhs during the previous year.

(A) DEBTORs TURNOVER RATIO: -

The debtors turnover ratio is an accounting measure used to quantify a company'seffectiveness in collecting its accounts receivable or the money owed by customers. Thisratio measures the efficiency of the company in collecting its revenue.

Higher Debtors Turnover Ratio indicates that the company's collection of TradeReceivables is efficient and that the company has a high proportionate of qualitycustomers that pay their debts quickly.

Debtors Turnover ratio of the company cannot be calculated as the company does not haveany Trade Receivable for FY 2019-20 and 2020-21.

(B) INVENTORY TURNOVER RATIO: -

Inventory turnover ratio is the rate at which a company replaces inventory in a givenperiod due to sales. Calculating inventory turnover helps businesses make better pricingmanufacturing marketing and purchasing decisions. Well-managed inventory levels showthat a company's sales are at the desired level and costs are controlled. The inventoryturnover ratio is a measure of how well a company generates sales from its inventory.

The higher the inventory turnover the better since high inventory turnover typicallymeans a company is selling goods quickly and there is considerable demand for theirproducts. (

C) INTEREsT COVERAGE RATIO: -

The interest coverage ratio measures how many times a company can cover its currentinterest payment with its available earnings. In other words it measures the margin ofsafety a company has for paying interest on its debt during a given period.

Higher the Ratio the more poised is the company to its interest on debts during aperiod

(D) CURRENT RATIO: -

The current ratio measures a company's ability to pay current or short-termliabilities (debts and payables) with its current or short-term assets such as cashinventory and receivables.

The higher the current ratio the more capable a company is of paying its obligationsbecause it has a larger proportion of short-term asset value relative to the value of itsshort-term liabilities.

(E) DEBT EQUITY RATIO: -

The debt-to-equity ratio shows the proportion of equity and debt a company is using tofinance its assets and signals the extent to which shareholder's equity can fulfillobligations to creditors in the event of a business decline.

A low debt-to-equity ratio indicates a lower amount of financing by debt via lendersversus funding through equity via shareholders. A higher ratio indicates that the companyis getting more of its financingby borrowing money which subjects the company topotential risk if debt levels are too high.

Debt Equity ratio for FY 2020-21 cannot be calculated as the company does not have anyamount of debt outstanding as on 31-03-2021

(F) OPERATING PROFIT MARGIN (%): -

An operating margin represents how efficiently a company is able to generate profitthrough its core operations.Operating Profits Marginis a good indicator of how well it isbeing managed and how efficient it is at generating profits from sales. It shows theproportion of revenues that are available to cover non-operating costs.

Higher ratios are generally better illustratingthecompanyisefficient in its operationsand is good at turning sales into profits.

(G) NET PROFIT MARGIN (%): -

Net profit margin measures how much net income is generated as a percentage of revenuesreceived.Net profit margin is one of the most important indicators of a company's overallfinancial health.Net profit margin is one of the most important indicators of a company'sfinancial health. By tracking increases and decreases in its net profit margin a companycan assess whether current practices are working and forecast profits based on revenues. Ahigh net profit margin means that a companyisabletoeffectivelycontrol its costs and/orprovide goods or services at a price significantly higher than its costs.

43. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of Titan Securities Limited for directorappointment and remuneration is uploaded on the website www.titansecuritieslimited.com.

44. DISCLOSURES UNDER thE SEXUAL hARASSmENt OF WOmEN At WORKPLACE

(PREVENtION PROhIBItION AND REDRESSAL) ACt 2013

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

45. sECRETARIAL sTANDARDs

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

46. ANNUAL sECRETARIAL COMPLIANCE REPORT

As per the recommendation from the Committee on Corporate Governance constituted underthe Chairmanship of Shri Uday Kotak in its report dated October 05 2017 and CircularNo. CIR/ CFD/ CMD1/27/2019 dated 08/02/2019 annual secretarial compliance report as performat prescribed by the SEBI shall be submitted by the PCS on compliance of allapplicable SEBI Regulations and circulars/ guidelines issued thereunder consequent towhich the PCS shall submit a report to the listed entity. Annual Secretarial ComplianceReport of Titan Securities Limited is a part of this report as an

ANNEXURE-3.

47. 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-4.

48. DETAILs OF FAMILARIsATION PROGRAMME TO INDEPENDENT DIRECTORs

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

49. 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: 10/08/2021
Place: Delhi

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