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TTK Healthcare Ltd.

BSE: 507747 Sector: Health care
NSE: TTKHLTCARE ISIN Code: INE910C01018
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OPEN 682.25
PREVIOUS CLOSE 682.75
VOLUME 2621
52-Week high 825.00
52-Week low 415.95
P/E 20.46
Mkt Cap.(Rs cr) 956
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 682.25
CLOSE 682.75
VOLUME 2621
52-Week high 825.00
52-Week low 415.95
P/E 20.46
Mkt Cap.(Rs cr) 956
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TTK Healthcare Ltd. (TTKHLTCARE) - Director Report

Company director report

(Including Management Discussion and Analysis Report)

Your Directors have pleasure in presenting the 63rd Annual Report together with theAudited Financial Statements for the financial year ended 31st March 2021.

Financial Results:

(Rs. in lakhs)
2020-21 2019-20
Profit before Depreciation
Exceptional Item(s) & Tax 4266.53 3380.15
Less: Depreciation 1371.13 1437.67
Add : Exceptional Item - Interest on
Tax Refund 809.79
Profit before Tax 3705.19 1942.48
Less: Tax expense:
Current Tax 1225.00 585.00
Tax relating to earlier years (1964.81)
Deferred Tax (199.11) 125.54
(938.92) 710.54
Profit after Tax 4644.11 1231.94
Surplus Account:
Balance as per last Balance Sheet 12645.18 12459.65
Add: Profit for the year 4644.11 1231.94
Other Comprehensive Income
for the year (Net of Tax) (94.29) (194.67)
4549.82 1037.27
Total 17195.00 13496.92
Less: Dividend Paid 423.91 706.51
Dividend Distribution Tax 145.23
423.91 851.74
Net Surplus 16771.09 12645.18

Review of Performance:

During the year under review the Revenue from Operations amounted to Rs.636.53 croresas against the previous year's figure of Rs.645.77 crores marginally lower than that ofthe previous year. Pre-Tax Profit for the year (including Interest on Tax Refund –Rs.809.79 lakhs) stood at Rs.37.05 crores as against the previous year's figure ofRs.19.42 crores.

A detailed review is presented under the Section "Segmentwise Performance".

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

Dividend:

Your Directors are pleased to recommend a dividend of Rs.6/- (60%) per Equity Share ofRs.10/- each for the year ended 31st March 2021. [Previous Year - Rs.3.00 (30%) perEquity Share].

As per SEBI Notification the Company has formulated Dividend Distribution Policywhich was approved by the Board of Directors and was uploaded on Company's website at thefollowing link https://ttkhealthcare.com/investorlist/policies/.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

Share Capital:

The Paid-up Equity Share Capital as on 31st March 2021 was Rs.1413.03 lakhs. YourCompany has not issued any shares with differential voting rights nor granted stockoptions nor sweat equity.

MANAGEMENT DISCUSSION AND ANALYSIS: (A) INDUSTRY STRUCTURE AND DEVELOPMENTS: Impact ofCoVID-19:

The outbreak of the CoVID-19 pandemic since March 2020 and the ensuing lockdownsimposed across the country though helped flatten the outbreak curve affected thebusiness operations. The health of the employees and workers became a priority; stoppageof operations and lower sales performance across businesses seriously impacted the FirstQuarter performance. However from the Second Quarter due to the opening of the economicactivities across the nation most businesses of your Company staged a smart recoveryresulting in a decent performance for the year as a whole. The second wave of CoVID-19which started in March 2021 in some regions of the country did not have a material impacton the performance during the year under review. However its impact on the operationsduring the current year is not very clear as of now.

The Indian Pharmaceutical Market (IPM) currently valued at Rs.156796.80 crores[Source: IQVIA MAT March 2021] grew by around 4%. The growth was driven by price revisions(4.3%) and new introductions (3.6%). However the existing brands reported a negativegrowth of 3.6% in volumes. Market growth is primarily driven by Vitamins / Minerals(10%) Anti-diabetics (8.7%) Neuro / CNS (9.7%) and Immunomodulators (7.6%).

(B) OPPORTUNITIES AND THREATS: Opportunities:

• Economic growth rising incidence of chronic diseases increase in healthcareaccess and expected growth in per capita income would drive further expansion of thehealthcare segment. Therefore there is opportunity for your Company to grow the Pharma /Medical Devices Businesses further.

• Your Company has the unique advantage of an exclusive network for distributionof FMCG / OTC products. This can be leveraged for launch of new products so as to ensureimproved profitability and value creation through brand building.

• On Medical Devices the market continues to be dominated by imported medicaldevices / implants. Since your Company manufactures world class products and these arepriced competitively this segment provides opportunity for growth. The "Make inIndia" and the "Atmanirbhar Bharat Abhiyaan" (Self-reliant India)initiatives by the Government of India would further enhance the growth prospects for thisSegment and provide further fillip to the indigenous manufacture of medical devices. Theseproducts also have export potential.

• Due to the outbreak of CoVID-19 pandemic there would be emerging categories ofhygiene products such as Sanitizer Hand wash liquids Disinfectants etc. and alsoformulations /supplements focusing on building immunity. Your Company being wellpositioned with its distribution network would take advantage of these emergingcategories by launching appropriate products. Few such products have already beenlaunched.

• The Government of India is extending its price control policy to cover medicaldevices in a phased manner. While this may be seen as a threat there is also anopportunity for domestic manufacturers like your Company as these products are likely towitness higher demand due to competitive pricing.

• The Central Government's Medical Insurance Scheme - Ayushman Bharat beingimplemented to cover poor families is also likely to increase the number of treatmentprocedures which would in turn improve the demand for medical implants viz. HeartValves and Ortho Implants manufactured by your Company.

• Considering the size of the market for food products the Foods Business of yourCompany has potential for growth including branding / retail and export opportunities.Further the increase in home cooking / frying due to CoVID-19 is also likely to generatemore demand for ready to cook / fry food products.

Threats:

• The Product Patent Regime has restricted the access for Indian Pharma Companiesto the latest molecules which were earlier available. However there may be opportunitiesto launch products that are out of patents regimentation.

• The Drugs Price Control may have an adverse impact on the sales / margins ofPharmaceutical Companies.

• Stringent regulatory requirements with reference to Fixed Dose Combinations(FDCs) restricted launch of new combinations which is likely to impact the overall size /growth of the market.

• Considering the commodity nature of the current Foods Business there ispressure on price realizations. Nevertheless this is mitigated through enhanced focus onexport markets and also launch of innovative and differentiated products. Further effortsare also being made to convert part of the B2B business into branded / retail business.

(C) SEGMENTWISE PERFORMANCE:

Your Company is engaged in Pharmaceuticals Consumer Products Medical DevicesProtective Devices and Foods Businesses.

A look at the performance of individual Business Segments:

Pharmaceutical Business:

The Ethical Pharma Business of your Company deals in Pharmaceutical Formulations bothHerbal and Allopathic in various therapeutic segments and Food Supplements.

Ethical Products Division (EPD) & Ventura Division

Though the year 2020-21 started on a very challenging note due to the CoVID-19pandemic there has been smart recovery from the Second Quarter. This has resulted in adecent performance from the Pharma Business for the year as a whole.

During the year under review EPD and Ventura Divisions registered a revenue fromoperations of Rs.160.47 crores with a growth of around 1%. During the year under reviewthe newly launched products such as Bilbay M (Antihistamine) and Ossopan Active (Immunitybooster) strengthened your Company's position in Respiratory and GP/CP segmentsrespectively.

The strategy for the year 2021-22 for Pharma Business is to - (i) furtherstrengthen the position amongst Gynaecologists and Infertility specialists; (ii) focus onflagship brands such as Ossopan (Calcium supplements) and Lactare (Galactagogue) and keybrands under the Infertility (CCQ Evaserve and Carni Q) and Respiratory (Levokast)Segments; and (iii) establish new brands namely Sensipreg (Progesterone) Erafos (Urinaryantibiotic) and Jessica QF (Folate supplement). Also constantly focus on improving thepeople productivity through training and developmental initiatives.

Animal Welfare Division (AWD)

During the year under review the Animal Welfare Division registered a revenue fromoperations of Rs.77.97 crores with a growth of around 9%. AWD too had a challenging FirstQuarter due to the CoVID-19 pandemic.

While the Divisions under Animal Welfare Business viz. Bovianim (Livestock) andCompanim (Pet) reported robust growth Gallus (Poultry) had a setback throughout the yeardue to the impact of the pandemic followed by bird flu outbreak in few areas. The newDivision Aquanim had surpassed a sale of Rs.1 crore during the first year of itsoperation.

Major focus for the year 2021-22 is to relentlessly work on achieving a healthy growthin sales. As part of this initiative the field strength has been expanded to improve thecoverage and reach. The strategic drivers for the year would be to significantly grow theflagship brands viz. Ossomin Tefroli and Orcal-P (the OTO Group) and to take the Companimand Aquanim Divisions to the next level in sales. New product launches are also planned tosupplement these efforts.

Consumer Products Business:

The Consumer Products Division reported a revenue from operations of Rs.174.85 croresmarginally lower than that of the previous year.

Woodward's Gripewater (WGW)

During the year under review the Woodward's Gripewater (WGW) crossed the milestone ofRs.100 crores in sales with a healthy growth. Despite the pandemic and loss of sales inseasonal markets in the First Quarter WGW bounced back and registered an annual volumegrowth of around 2% due to optimal brand investments and allied marketing activities.

To stay relevant to New Age Moms and to recruit them into this category it is plannedto continue and scale-up the key consumer-centric marketing activities such as MediaDigital Engagement and Consumer activation.

The strategy for the year 2021-22 would be to focus on consumption increase in wellpenetrated markets of South and build the Non-South markets via trial generationactivities.

EVA

During the year under review the performance of EVA as a brand was significantlyimpacted due to the pandemic and the consequent closure of cosmetic stores etc. in thefirst-half of the year. The ‘Deodorants" as a category itself was goingthrough a challenging time.

On the positive side the original single colour packs reintroduced based on trade andconsumer feedback received encouraging response and the overall consumers' / retailers'acceptance has been good. There has been a decent improvement in the performance of EVADeodorants in the second-half of the year. The performance of talc and winter-careproducts too was in line with expectations.

The strategy for the year 2021-22 is to - (i) gain share of voice by aggressive digitalpresence TV commercials and media; (ii) rationalize and build robust productportfolio; (iii) build strong hold in MT Channels and e-Comm platforms; and (iv) planlimited edition launches to keep the excitement and buzz amongst the consumers.

Skore

During the year under review the performance of Skore brand was significantly impacteddue to CoVID-19 pandemic. Though there was a significant drop in sales in top 15 townsthere was a decent increase in sales through e-Commerce Channels for the brand thusreducing the overall negative impact.

The strategy for the year 2021-22 would be to - (i) increase the shelf space in the toptowns; (ii) strong retail activation plan for "Skore Cool" during the summerseason; (iii) expand thin condom portfolio by launching a few more variants; (iv) do brandcampaign to generate and get momentum for the brand; and (v) focus on strengthening thee-Commerce Channel with exclusive launches and pleasure products.

Good Home

During the year under review Good Home as a brand reported a moderate growth drivenby good performance from Eastern markets.

Launch of Germ Protection Range has been a positive initiative for the brand.Scrubbers Aroma and Drain Cleaner too performed well.

The focus for the year 2021-22 would be to further strengthen the distribution andbuild visibility for the existing products and to launch differentiated and innovativeproducts to grow the brand.

Medical Devices Business:

Heart Valve Division

During the year under review Heart Valve Division recorded a revenue from operationsof Rs.13.20 crores significantly lower than the previous year. The performance of thisDivision was severely impacted due to the pandemic. Heart Valve Replacement Surgery beingan elective one the patients and the hospitals were postponing the procedure consideringthe safety of both the patients and the hospital employees. Most of the GovernmentHospitals were converted into CoVID Centres and regular surgeries were suspended exceptemergency cases. This has affected the overall performance of the Division for the year asa whole though there has been some improvement in the second-half of the year.

Your Company has signed an agreement with an Overseas Manufacturer for direct importand distribution of Bi-Leaflet Valves and has recently received the regulatory clearancefor the import. Your Company is in the final stages of signing an agreement for themanufacture and supply of cardiology products like PTCA Catheters and Coronary Stents.These products are expected to be launched during the first-half of the financial year2021-22. Your Company has received the required regulatory clearances for the SingleCentric Clinical Trials relating to new model TTK Chitra TC2 Titanium Valve and the firstlot of Valves has been handed over to the clinical site. The first human trial is expectedduring the first-half of 2021-22.

The focus for the year 2021-22 would be to - (i) grow the volumes of TTK Chitra Valves;(ii) gain further volumes through Bi-Leaflet Valves; and (iii) venture into the cardiologymarket.

Ortho Division

During the year under review Ortho Division recorded a revenue from operations ofRs.13.53 crores significantly lower than the previous year. The CoVID-19 pandemicseriously impacted the Joint Replacement business across the country due to reluctance ofthe patients to get admitted Joint Replacement being an elective procedure. All marketsexcept North declined over the previous year.

However February and March 2021 saw some revival in business as patient confidencereturned. Since the surgeries are only postponed it is hoped that the pent-up demandwould materialize into business in the coming months.

Hip Replacement Products (Uncemented and Cemented implants) were launched in thesecond-half of the year in select markets. The response is encouraging and since launchyour Company has performed more than 100 surgeries. Line extensions in the Hinge KneeRange is gaining traction and helping penetration in more markets.

Regulatory clearances were obtained for the manufacture of additional sizes ofCementless Hip Implants CoCr Hinge Knee with Wedges and Bipolar implants. Implementationof 5S activities under TPM initiative just started.

The strategy for 2021-22 would be to - (i) continue the expansion into new geographies;(ii) grow revenues from new products such as Hip range and Knee portfolio extensions; and(iii) explore export opportunities.

Protective Devices Business:

During the year under review the performance of Protective Devices Division has beensatisfactory with a revenue from operations of Rs.94.57 crores (including Skore)marginally lower than the previous year's figure. This would have been better but for theclosure of the facility / limited operations with restricted manpower during the month ofApril and May 2020 due to the outbreak of CoVID-19 pandemic.

Your Company was able to extend the arrangement with the International Aid Agency foranother 3 years and have also signed a new contract with another reputed International AidAgency to supply products from July 2020 to June 2023.

As in the past many years your Company successfully went through the Quality Auditsconducted by the British Standards Institution (BSI) for ISO Standards and CE Mark SouthAfrican Bureau of Standards for SABS Certification and SGS Global Services for ForestStewardship Council Certification as part of the continual assessment. Your Company isalso being successfully audited for SEDEX and BSCI Standards by various agencies which aresocial compliance requirements.

Your Company successfully retained all the certifications without any major or criticalnon-conformances and is also one of the pre-qualified supplier under WHO-UNFPAPre-Qualification Scheme for Male Latex Condoms which is a requirement to supply productsto the reputed International Aid Agencies.

During the year under review your Company had launched a few value added innovativeand differentiated products developed by your Company's R&D Team. Some more productsare under development and a few of this will be launched during 2021-22. Your Company hasseen a steady increase in productivity due to the improved order situation and hasmaintained its quality as a result of which regular orders are received from InternationalAid Agencies.

Your Company during the year has exported branded products to various countries andwith new registrations being arranged by the Third Party customers your Company would beable to export to a few more countries during the year 2021-22.

The focus for 2021-22 would be to - (i) grow the branded Condom business throughdifferentiated and innovative products; (ii) develop and strengthen relationshipswith third party contract manufacturing customers for increasing the volumes; (iii) workon cost optimization to be more competitive in the domestic and international bidbusinesses; and (iv) increase the production output by further strengthening the existinginfrastructure and through addition of high-speed machines at the designated places in theproduction process.

Foods Business:

During the year under review the Foods Division reported a revenue from operations ofRs.101.62 crores with a robust growth. Your Company's R&D Centre at Hosakotedeveloped five new product extensions and launched them commercially. The R&D team iscontinuously working on tweaking recipes and shapes of the existing products for bettermarketing appeal customer satisfaction and cost optimization. It is also working ondeveloping products for different applications considering the evolving trend of healthysnacks.

The production capacity at your Company's facility at Jaipur stands enhanced with thecommissioning of the new high capacity cooker (HTE 210) and now this factory has becomemore versatile and can produce a number of new products.

In spite of the challenges faced due to CoVID-19 pandemic the initiatives undertakenrelating to (a) reduction in expenses; (b) improvement in operational efficiencies; and(c) improved net realizations brought down the losses of the Division and generated adecent cash profit.

The strategy for the year 2021-22 would be to further increase the capacity utilizationat Jaipur facility through enhanced focus on domestic / institutional and exportbusinesses and also to work on developing and launching innovative and differentiatedproducts to improve volumes / margins.

(D) OUTLOOK:

Given the unrelenting spread of the second wave of pandemic and the large-scale impacton the lives of the people the near-term outlook for the Indian economy is uncertainimpacting the growth prospects. There are many unknowns today and hence the near-termoutlook is extremely uncertain. The immediate focus remains on safety of peopleprotecting supply lines serving demand and optimizing cost and cash.

Despite the near-term ambiguity the Company remains confident of the medium tolong-term growth prospects considering the various categories of products your Companydeals in. Although the current situation is much more uncertain than normal the Companyis confident about its ability to manage the immediate crisis and come out of itsuccessfully.

(E) RISKS AND CONCERNS:

The analysis presented in the Industry Scenario and Opportunities and Threats Sectionof this Report throws light on the important risks and concerns faced by your Company. Thestrategy of your Company to de-risk against these factors is also outlined in the saidSections.

(F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company developed necessary Manuals / Standard Operating Procedures (SOPs) foreffectively implementing the Internal Financial Control System with the help of anexternal consultant. Accordingly various Accounting and Reporting Policies have also beendeveloped and implemented.

Internal Audits are regularly conducted through In-house Audit Department and alsothrough External Audit Firms. The Reports are periodically discussed internally. TheInternal Audit Department monitors and evaluates the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies at all locations of your Company. Significant audit observationsand corrective actions thereon are presented to the Audit Committee.

Frauds:

During the year under review no fraud was reported by the Statutory Auditors CostAuditors and Secretarial Auditors.

(G) FINANCIAL PERFORMANCE:

(Rs. in lakhs)
2020-21 2019-20
Revenue from Operations (Net) 63652.79 64576.78
Other Income 1000.01 877.54
Total Income 64652.80 65454.32
Cost of Materials Consumed 25173.77 26002.12
Employee Benefits Expense 16007.53 14394.10
Other Expenses 18982.59 21351.10
Profit before Finance Cost Depreciation and
Exceptional Item(s) 4488.91 3707.00
Finance Cost 222.38 326.85
Depreciation 1371.13 1437.67
Exceptional Item - Interest on Tax Refund 809.79
Profit before Tax 3705.19 1942.48
Less: Tax expense
Current Tax 1225.00 585.00
Tax relating to earlier years (1964.81)
Deferred Tax (199.11) 125.54
Profit after Tax 4644.11 1231.94

ANALYSIS OF PERFORMANCE: y The Revenue from Operations amounted to Rs.636.53crores marginally lower than that of the previous year. y Despite the seriousdisruption across businesses during the First Quarter due to the outbreak of CoVID-19pandemic and the consequent lockdowns most of the businesses have performed well duringthe remaining part of the year resulting in a decent performance for the year as a whole.y The increase in Profit before Tax was partly on account of interest of Rs.8.09crores received on Tax Refund.

y The increase in Employee Benefits Expense was mainly due to- (i) payment ofone-time ex-gratia to the employees; (ii) higher outflow towards Gratuity; (iii)provision made for the increase in packages of Pharma Field Staff covered under Long TermWage Settlement; and (iv) the provision made for the Gratuity liability that may accrueupon implementation of the Code on Social Security 2020. y Due to the disruptioncaused by the CoVID-19 pandemic most of the expenses were lower as compared to theprevious year:

There has been reduction in Power and Fuel expenses due to lower productionparticularly at Heart Valve and Ortho factories.

Due to the restrictions relating to travel / field work the Travelling andConveyance Expenses were lower.

Though your Company has incurred adequate Advertisement and Sales PromotionExpenses for its consumer brands the Sales Promotion expenses relating to Pharma Businesssuch as samples gifts etc. were lower due to the reduction in doctor visits by thefield force. y The increase in Repairs and Maintenance expenses was mainly onaccount of the major maintenance work undertaken at the Foods Division's factories atHosakote and Jaipur. y Bad Debts Written Off during the year under review amountedto Rs.27.59 lakhs comprising-

Pharma Division (including AWD) Rs.9.64 lakhs;
Consumer Products Division Rs.3.63 lakhs;
Ortho Division Rs.8.09 lakhs; and
Foods Division Rs.6.23 lakhs.

y As per the Provisioning Policy relating to Bad and Doubtful Debts approved by theAudit Committee and the Board a sum of Rs.111.60 lakhs was provided for Bad &Doubtful Debts. y The reduction in Capital Work-in-progress was due to thecapitalization of the Cooker Extruder (HTE 210) at Foods Factory at Jaipur uponcommissioning (Rs.858.26 lakhs). y The additions to Fixed Assets mainly include thefollowing:

(Rs. in lakhs)
(i) Construction of Building at-
Foods Division – Hosakote 2.36
Protective Devices Division 1.64
(ii) Purchase of Plant and Machinery relating to-
Foods Division Jaipur (Including Capitalization of HTE 210 Cooker) 872.31
Protective Devices Division 42.10
Pharma Division 16.32
Foods Division Hosakote 1.50
(iii) Purchase of Computers relating to-
Pharma Division 26.52
Protective Devices Division 6.21
Foods Division R&D 1.10
Foods Division Hosakote 0.60
(iv) Purchase of Patterns & Dies relating to-
Pharma Division 29.19
(v) Motor Car – Lease relating to-
Pharma Division 17.55
Protective Devices Division 13.37

(H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT: HumanResources:

During the year 2020-21 your Company laid great emphasis on the safety and health ofemployees in view of the CoVID-19 pandemic with a constant focus on the safety protocolsin line with the regulations announced by the various Government Agencies. In order toensure business continuity arrangements were made to enable employees to work from homewhile safe transport arrangements were made to employees whose physical presence wasnecessary for handling the essential operations. Regular and periodic communications weremade by the Management to ensure everyone is updated and engaged with the ongoingsituation and the plans of your Company. The crisis also brought forth the commitment andcamaraderie amongst the staff to keep the operations going and customer service againstall odds. Several exceptional efforts by staff were actively identified and rewardedthrough the internal Reward & Recognition programs. Your Company has also initiatedthe Excellence Award Programs and identified and rewarded the teams that had demonstratedpursuit of excellence in the arena of marketing customer focus innovation and businessprocess transformation.

The crisis also provided a window of opportunity to upgrade the employees and severalonline trainings were conducted with regard to product knowledge customer managementetc. During the year your Company also rolled out the Leadership Advancement Program(LEAP) to train key second-level managers on advanced leadership and managerial skills andprepare them to take up higher responsibilities in the future.

As on 31st March 2021 the employee strength was 2485 (Previous Year - 2515).

Industrial Relations:

The industrial relations during the year under review continued to be cordial. TheDirectors place on record their sincere appreciation for the services rendered byemployees at all levels.

(I) INFORMATION TECHNOLOGY:

Your Company has implemented Automation processes at depots with respect to OracleE-Business Suite to increase the transaction efficiency and to reduce the manualinterventions. Your Company is in the process of automating key HR processes such asRecruitment Onboarding and Performance Management System. Your Company has migrated theOpen KM a Document Management Software in Protective Devices Division from On-premise toCloud.

During the year under review your Company has upgraded the Oracle Data Basesuccessfully from 11.2.0.4 to 12.1.0.2. Your Company has also availed the services of anexternal consulting firm to develop a comprehensive Digitalization Roadmap to beimplemented in phases over the next three years.

(J) FUTURISTIC STATEMENTS:

This analysis may contain certain statements which are futuristic in nature. Suchstatements represent the intentions of the Management and the efforts being put in by themto realize certain goals. The success in realizing these goals depends on various factorsboth internal and external. Therefore the investors are requested to make their ownindependent judgments by taking into account all relevant factors before taking anyinvestment decision.

(K) KEY FINANCIAL RATIOS:

Particulars 2020-21 2019-20 Change %
Debtors Turnover Ratio 9.28 8.21 13.03 F
Inventory Turnover Ratio 3.55 4.10 (13.41) A
Interest Coverage Ratio 15.65 6.94 125.50 F
Current Ratio 1.99 1.74 14.37 F
Debt Equity Ratio (%) 6.90 12.63 (45.37) F
Operating Profit Margin (%) 5.48 4.38 25.11 F
Net Profit Margin (%) 7.30 1.91 282.20 F
Return on Net Worth (%) 16.74 5.22 220.69 F

F - Favourable; A - Adverse y The lower Inventory Turnover Ratio was mainly onaccount of the higher inventory holding as at the beginning and end of the yearconsidering the CoVID-19 uncertainties. y The other ratios viz. Interest CoverageRatio Operating Profit Margin Net Profit Margin and Return on Net Worth have shownimprovement due to better operational performance / profitability.

DISCLOSURES UNDER THE COMPANIES ACT 2013 AND THE RULES MADE THEREUNDER: (a) AnnualReturn:

Annual Return (Form MGT-7) was made available on the Company's website at the followinglink https://ttkhealthcare.com/investorlist/ annual-return/.

(b) Number of Meetings of the Board:

The Board of Directors met 4 (four) times during the year 2020-21. The details of theBoard Meetings and the attendance of the Directors are provided in the Report on CorporateGovernance.

(c) Corporate Social Responsibility (CSR) Committee:

The Corporate Social Responsibility (CSR) Committee consists of Mr T TRaghunathan as Chairman Mr K Shankaran Dr (Mrs) Vandana R Walvekar and Mr GirishRao as Members.

Mr S Kalyanaraman is the Secretary to the Committee.

The Corporate Social Responsibility (CSR) Policy enumerating the CSR activities to beundertaken by your Company in accordance with Schedule VII to the Companies Act 2013 wasrecommended to the Board and the Board adopted the same. The said policy was also madeavailable on the Company's website at the following linkhttps://ttkhealthcare.com/investorlist/policies/. The Annual Report under CSR Activitiesis annexed to this Report as Annexure-1.

The details relating to the meeting(s) convened etc. are furnished in the Report onCorporate Governance.

(d) Composition of Audit Committee:

The Audit Committee consists of Mr Girish Rao as Chairman Mr K Shankaran Mr SBalasubramanian and Mr V Ranganathan as Members. Mr S Kalyanaraman is the Secretary to theCommittee. More details on the Committee are given in the Report on Corporate Governance.

(e) Related Party Transactions:

During the year under review no transaction of material nature has been entered intoby your Company with its Promoters the Directors or the Key Managerial Personnel or theirrelatives etc. that may have a potential conflict with the interests of your Company.All related party transactions are placed before the Audit Committee as also the Board forapproval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis forthe transactions which are repetitive in nature. A statement giving details of thetransactions entered into with the related parties pursuant to the omnibus approval sogranted is placed before the Audit Committee and the Board of Directors for theirapproval / ratification on a quarterly basis.

The Register of Contracts containing the details of the transactions in whichDirectors / Key Managerial Personnel are interested is placed before the Audit Committee/ Board regularly.

The Board of Directors of your Company on the recommendation of the Audit Committeeadopted a policy on Related Party Transactions to regulate the transactions between yourCompany and its Related Parties in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. The Policy as approved by theBoard is uploaded on the Company's website at the following linkhttps://ttkhealthcare.com/ investorlist/policies/.

Form AOC-2 containing the details of Related Party Transactions is annexed as Annexure-2to this Report.

(f) Corporate Governance:

Your Company has complied with the various requirements of the Corporate GovernanceCode under the provisions of the Companies Act 2013 and as stipulated under the SEBI(LODR) Regulations 2015.

A detailed Report on Corporate Governance forms part of this Annual Report.

(g) Business Responsibility Report:

In accordance with the provisions of SEBI (LODR) Regulations 2015 and on the basis ofmarket capitalization as on 31st March 2021 the Business Responsibly Report forms partof this Annual Report. (Page No.38)

(h) Risk Management:

Your Company has developed and implemented a Risk Management Framework which includesidentification of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.

Your Company has a Risk Identification and Management Framework appropriate to the sizeof your Company and the environment in which it operates. Your Company constituted a RiskManagement Group (RMG) with due representations from each of the Businesses / Functions ofyour Company to effectively implement the Risk Management Framework and to address the keyrisks.

The meetings of the RMG were convened periodically in order to have detailedinteractions / discussions with the Members / Risk Owners on the various risks identifiedand the status of the mitigation plans. In order to further sharpen / strengthen the RiskIdentification and Management Framework which was originally developed and implemented in2015 and also to identify new risks and the mitigation plans the services of M/s DeloitteHaskins and Sells LLP were retained for this purpose. Based on their Report an updatedRisk Register has been developed.

The Members / Risk Owners at the meetings of the RMG discussed in detail the updatedRisk Register and arrived at the preliminary mitigation plans in January 2021 and recentlyfine-tuned and updated the same.

The detailed Report of the RMG incorporating the update on the various risks identifiedand the mitigation plans in respect thereof are periodically placed before the AuditCommittee and the Board for their discussions and record. Further as per the SEBI (LODR)(Second Amendment) Regulations 2021 notified on 5th May 2021 the top 1000 listedentities determined on the basis of market capitalization as at the end of the immediateprevious financial year is mandatorily required to constitute the Risk ManagementCommittee.

Since your Company falls in the list of top 1000 listed entities based on marketcapitalization as on 31st March 2021 the Board of Directors in their meeting held on27th May 2021 constituted the Risk Management Committee in accordance with theprovisions of SEBI (LODR) Regulations 2015.

(i) Directors and Key Managerial Personnel:

There are no changes in the composition of the Board of Directors during the year.

None of the Directors are disqualified from being appointed or holding office asDirectors as stipulated under Section 164 of the Companies Act 2013.

Certificate of Non-disqualifications of Directors from the Practicing Company Secretaryis furnished under Report on Corporate Governance. (Page No.55)

(i) Appointment / Reappointment of Directors:

Mr T T Jagannathan liable to retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment. The Board recommends hisreappointment.

Since Mr T T Jagannathan would be attaining the age of 75 years during this term it isalso proposed to obtain the approval of the Shareholders by means of a Special Resolutionin accordance with the Regulation 17(1A) of the SEBI (LODR) Regulations 2015.

The current contractual term of appointment of Mr T T Raghunathan as ExecutiveVice Chairman of the Company expires on 31st October 2021. The Board of Directors basedon the recommendation of the Nomination and Remuneration Committee in their meeting heldon 27th May 2021 reappointed him for a further term of five years effective 1stNovember 2021 subject to the approval of the Members. Consequent to his reappointment asExecutive Vice Chairman effective 1st November 2021 he would continue to occupy theposition of the Chief Executive Officer (CEO) (Key Managerial Personnel) of the Company.

Further since Mr T T Raghunathan would be attaining the age of 70 years during hisproposed term approval of the Members is sought by means of a Special Resolution for himto continue to hold the office till the expiry of the said term (i.e.) till 31st October2026 in accordance with the provisions of Section 196 of the Companies Act 2013 and theRules made thereunder read with Schedule V to the Companies Act 2013.

(ii) Statement on Declaration by the Independent Directors of the Company:

All the Independent Directors of your Company have given -

Declarations under Section 149(7) of the Companies Act 2013 that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andthe Rules made thereunder and also Regulation 16(1)(b) of the SEBI (LODR) Regulations2015.

Confirmation of compliance with the Code for Independent Directors prescribed underSchedule IV to the Act and the Company's Code of Conduct for Directors and SeniorManagement Personnel.

Further they have also confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge the duties with an objective independent judgement and without anyexternal influence.

The terms and conditions of appointment of the Independent Directors are posted on theCompany's website at the following linkhttps://ttkhealthcare.com/wp-content/uploads/2019/09/Terms-and-Conditions-of-Appointment-of-Independent-Directors-2.pdf.

(iii) Key Managerial Personnel (KMP):

The following managerial personnel are Key Managerial Personnel (KMP):

Mr T T Raghunathan Executive Vice Chairman [Chief Executive Officer (CEO)];

Mr S Kalyanaraman Wholetime Director & Secretary [Company Secretary]; and

Mr B V K Durga Prasad President – Finance [Chief Financial Officer (CFO)].

(iv) Performance Evaluation of the Board its Committees Chairperson Non-IndependentDirectors and Independent Directors:

In compliance with the provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the performance evaluation of the Board as a whole its CommitteesChairperson and Non-Independent Directors were carried out during the year under review bythe Independent Directors and the evaluation of the Independent Directors were carried outby the entire Board of Directors excluding the Director being evaluated during the yearunder review. More details on the same are given in the Report on Corporate Governance.

(v) Policy on Directors' Appointment and Remuneration:

Your Company adopted a Policy relating to selection appointment remuneration andevaluation of Directors and Senior Management Personnel. The said Policy is posted on theCompany's website at the following link https://ttkhealthcare. com/investorlist/policies/.

(j) Auditors:

(i) Statutory Auditor's and their Report:

M/s PKF Sridhar & Santhanam LLP the Statutory Auditors of your Company havecarried out the Audit for the year ended 31st March 2021.

The Auditor's Report to the Shareholders for the year under review does not contain anyqualifications.

(ii) Cost Auditors and Cost Audit Report: y Appointment for the year 2021-22:

Pursuant to Section 148 of the Companies Act 2013 and the Rules made thereunder theCost Records of your Company shall be audited for the following product categories forthe financial year 2021-22:

Under Regulated Sectors:

Drugs and Pharmaceuticals.

Under Non-Regulated Sectors:

Male Contraceptives under Rubber and Allied Products;

Heart Valves and Orthopaedic Implants under Production Import and Supply or Trading ofMedical Devices.

The Board of Directors on the recommendation of the Audit Committee appointed M/sGeeyes & Co. as Cost Auditors of your Company for the financial year 2021-22 andfixed their remuneration at Rs.5 lakhs plus applicable taxes and levies and reimbursementof travel and out-of-pocket expenses incurred in connection with the audit. Necessaryintimation of the said appointment would be given to the Central Government vide FormCRA-2.

M/s Geeyes & Co. have confirmed that their appointment is within the limitsprescribed under Section 141 of the Companies Act 2013 and have also certified that theyare free from any disqualifications specified under the said Section.

The Audit Committee also received a Certificate from the Cost Auditors certifying theirindependence and arm's length relationship with your Company. Pursuant to the provisionsof Section 148 of the Companies Act 2013 and the Rules made thereunder the ratificationof the Members is sought by means of an Ordinary Resolution for the remuneration of Rs.5lakhs plus applicable taxes and levies and reimbursement of travel and out-of-pocketexpenses incurred in connection with the audit payable to M/s Geeyes & Co. CostAuditors under Item No.6 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended 31st March 2021 would be filed on or beforethe due date (i.e.) 27th September 2021 or within 30 days from the date of submission ofthe said Report to the Board whichever is earlier.

Cost Audit Report for the year 2019-20:

The Cost Audit Report for the financial year ended 31st March 2020 was filed in FormCRA-4 vide SRN R52962552 dated 3rd September 2020 with the Central Government.

(iii) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed M/s A K Jain & Associates Practising Company Secretariesto carry out Secretarial Audit under the provisions of Section 204 of the Companies Act2013 for the financial year 2020-21. The Report of the Secretarial Auditor in Form MR-3 isannexed to this Report as Annexure-3. The Report does not contain any qualificationor reservation or adverse remarks.

(k) Investor Education and Protection Fund (IEPF): y Transfer of Unclaimed Dividends toIEPF during the year under review:

Your Company has transferred a sum of Rs.8.08 lakhs during the financial year 2020-21to the Investor Education and Protection Fund established by the Central Government incompliance with Sections 123 – 125 of the Companies Act 2013. The said amountrepresents the unclaimed dividends for the year ended 31st March 2013 which were lyingunclaimed with your Company for a period of seven years from the due date of payment.

y Transfer of Shares to the Demat Account of the IEPF Authority:

In accordance with the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 as amended your Company transferred 22389Equity Shares of Rs.10/- each fully paid-up in respect of which the dividends relating tothe year 2012-13 remained unclaimed / unpaid for a period of seven consecutiveyears or more to the Demat Account of the IEPF Authority held with CDSL on 25thSeptember 2020.

y Year wise amount of Unpaid / Unclaimed Dividends lying in the Unpaid Account as on31st March 2021 and the due dates of transfer:

Financial Year ended Dividend Declared on Due date of Transfer Unpaid / Unclaimed Amount as on 31.03.2021 (in Rs.)
31.03.2014 22.08.2014 26.09.2021 764012.00
31.03.2015 07.08.2015 11.09.2022 833648.00
31.03.2016 05.08.2016 08.09.2023 978855.00
31.03.2017 04.08.2017 04.09.2024 1003940.00
31.03.2018 09.08.2018 14.09.2025 682043.07
31.03.2019 09.08.2019 12.09.2026 600705.52
31.03.2020 11.09.2020 14.10.2027 356187.56

y Details of the Nodal Officer

Name of the Nodal Officer Mr S Kalyanaraman
Designation Wholetime Director & Secretary
Address TTK Healthcare Limited No.6 Cathedral Road Chennai 600 086
Telephone 044 – 28116106 / 24671022
E-mail ID skr@ttkhealthcare.com

(l) Disclosure under Schedule V(F) of the SEBI (LODR) Regulations 2015:

Your Company does not have any Unclaimed Shares issued in physical form pursuant toPublic Issue / Rights Issue.

(m) Conservation of Energy:

The prescribed particulars under Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy technology absorption foreign exchange earnings andoutgo are furnished in Annexure-4 to this Report.

(n) Particulars of Employees:

The information required under Section 197 of the Companies Act 2013 and the Rulesmade thereunder are annexed to this Report as

Annexure-5.

(o) Subsidiary Company:

Your Company does not have any Subsidiary.

(p) Deposits:

As on 31st March 2021 your Company was not holding any amount under Fixed DepositAccount.

(q) Loans Guarantees and Investments under Section 186 of the Companies Act 2013:

During the year under review your Company had not given any loan provided anyguarantee and made any investment under Section 186 of the Companies Act 2013.

(r) Material changes and commitments affecting the financial position:

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate viz. 31st March 2021 and the date of this Report.

(s) Significant & material orders passed by the Regulators/ Courts:

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of your Company and its future operations.

(t) Whistle Blower Policy:

In accordance with the provisions of Section 177(9) of the Companies Act 2013 and theRules made thereunder and also the SEBI (LODR) Regulations 2015 your Company establisheda vigil mechanism termed as Whistle Blower Policy for Directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct or Ethics Policy which also provides for adequate safeguardsagainst victimization of director(s) / employee(s) who avail of the mechanism and alsoprovide for direct access to the Corporate Governance Officer / Chairman of the AuditCommittee and the Executive Vice Chairman in exceptional cases.

The Whistle Blower Policy was also hosted on the Company's website at the followinglink https://ttkhealthcare.com/investorlist/ policies/.

During the year under review your Company had not received any complaint.

(u) Compliance Certificate:

Certificate from the Practicing Company Secretary regarding compliance of conditions ofCorporate Governance is furnished as Annexure-6 to this Report.

(v) Secretarial Standards:

Your Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.

(w) Finance:

Your Company has banking arrangements with Union Bank of India (formerly CorporationBank) Bank of Baroda and HDFC Bank Limited and availed various working capital facilitiesamounting to Rs.17.60 crores as on 31st March 2021. (Previous Year - Rs.28.13 crores).

(x) Listing of Equity Shares:

Your Company's shares are listed with-

BSE Limited (BSE) Mumbai; and

National Stock Exchange of India Limited (NSE) Mumbai.

Your Company has paid the Listing Fees for the financial year 2021-22.

(y) Obligation of your Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

In order to prevent sexual harassment of women at workplace a legislation – TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013was notified on 9th December 2013. Under the said Act every Company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat workplace of any woman employee. Your Company has adopted a policy for prevention ofSexual Harassment of Women at Workplace and constituted an Internal Complaints Committee(ICC) with an NGO as one of its Members. During the year 2020-21 there were nocomplaints. Further adequate awareness programmes were also conducted for the employeesof your Company.

(z) Directors' Responsibility Statement:

As required under Section 134(3)(c) of the Companies Act 2013 your Directors herebyconfirm that-y In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

• Appropriate accounting policies had been selected and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year 31st March2021 and of the Profit of the Company for that period;

• Proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

• The Annual Accounts had been prepared on a going concern basis;

• The Internal Financial Controls had been laid down to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

• In order to ensure compliance with the provisions of all applicable laws propersystems had been devised and that such systems were adequate and operating effectively.items during the year under review:

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including Sweat Equity Shares and ESOs) to employees of theCompany under any Scheme.

Acknowledgement:

Your Directors place on record their grateful thanks to the Bankers Customers Vendorsand Members for their continued support and patronage.

General:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
For and on behalf of the Board
Place : Chennai T T JAGANNATHAN
Date : May 27 2021 CHAIRMAN
Registered Office:
No.6 Cathedral Road
Chennai 600 086

.