titan securities ltd share price Directors report

Your Directors have pleasure in presenting their 31^st Annual Report and Audited Accounts of the Company for the year ended 31^st March, 2023.

1. COMPANY PERFORMANCE:

The Financial Results and Performance of your Companyfor the year ended on 31^st March, 2023 is summarized below:

(INR in Lakhs)

Particulars	Standalone Financial Year Ended		Consolidated Financial Year Ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Income from Operations	341.38	705.68	341.38	705.68
Add: Other Income	4.98	5.93	4.98	5.93
Total Income	346.36	711.61	346.36	711.61
Less: Total Expenses	285.66	483.03	285.66	483.03
Profit before Tax and Exceptional Items	60.70	228.58	60.70	228.58
Add: Exceptional Items	-	-	-	-
Profit Before Tax	60.70	228.58	60.70	228.58
Less: Tax Expense/Provisions	15.37	57.64	15.37	57.64
Profit after Tax	45.33	170.94	45.33	170.94
Add: Share in profit of Associate		-	1326.35	1427.40
Profit for the period	45.33	170.94	1371.68	1598.34
Add: Other Comprehensive Income	99.25	371.08	99.25	371.08
Total Comprehensive Income	144.58	542.02	1470.93	1969.43
Paid-up Equity share capital	2501.62	2501.62	2501.62	2501.62
Other Equity	1049.19	904.35	5364.57	3893.38
Earning Per Share (EPS):
Basic	0.18	0.68	5.48	6.39
Diluted	0.18	0.68	5.48	6.39

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

During the year under review, income from operations was Rs. 341.38 (in Lakhs) as compared to Rs. 705.68 (in Lakhs) during the previous year. Further, the Profit after tax is Rs. 45.33 (in Lakhs) as compared to Rs. 170.94 (in Lakhs) during the previous year.

2. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial statements of your Company have been prepared in accordance with Indian Accounting Standards ("Ind IAS") as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, the Company follows the RBI Master Directions.

3. STATE OF COMPANY AFFAIRS

The Company is engaged in the business of non-banking financial institution, having valid certificate of registration as an Investment Company issued by Reserve Bank of India vide No. B.14-01407 dated 03.01.2003. The Company deals in shares and securities and also loans and advances for various purposes.

4. RESERVES & SURPLUS

A Sum of Rs. 9.07 (in lakhs) was transferred to Statutory Reserves out of the Profits for the Current year. The reserves increased from Rs. 92.88 (in lakhs) to Rs. 101.95 (in lakhs) and Retained Earnings increased from Rs. 372.94 (in lakhs) to 376.05 (in lakhs) during the financial year 2022-23.

5. DIVIDEND

Considering the future needs of the Company for the growth and to strengthen the financial position of the Company, the Board does not recommend any dividend.

6. BOARD MEETINGS

There were 9 (nine) Board meetings held during the Financial Year 2022-23. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report, which is annexed as an integral part of this Report.

The Notice and Agenda including all material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part-A of the SEBI LODR Regulations were circulated to all Directors, well within the prescribed time, before the Meeting or placed at the Meeting.

7. COMMITTEES OF THE BOARD

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & Listing Regulations read with rules framed thereunder viz.

a. Audit Committee(AC)

b. Nomination and Remuneration Committee (NRC)

c. Stakeholders Relationship Committee (SRC)

The Composition of all above Committees, number of Meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

8. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on March 25, 2023, inter alia to review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

9. FUTURE OUTLOOK

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

10. SHARE CAPITAL

The company, during the financial year under review did not issued shares and the Paid-up share capital of the company stands at Rs. 25,01,62,000/- (Twenty Five Crores One Lakh and Sixty Two Thousand Only) and authorized share capital of the company stands at Rs. 25,50,00,000/- (Twenty Five Crores and Fifty Lakh Only).

11. DIRECTORS

As on March 31, 2023, the Companys Board of Directors ("Board") has an optimum combination of both Executive and Non-Executive Directors with the Chairman being Non-Executive Director. The Board comprises of both Independent and Non-Independent Directors. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations.

12. 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 the provisions of Woman Director as the company is a listed public Company. Currently Company have Mrs. Manju Singla, one Woman Director in their Board.

13. CHANGE IN DIRECTORS

During the year under review, there was no change in the composition of Board of Directors of the Company.

However, after the closure of financial year, Mr. Aashish Dalmia Non-executive Independent Director of the Company, resigned from the Board with effect from close of business hours July 25, 2023 due to personal and unavoidable circumstances.

Further, the Nomination and Remuneration Committee (NRC) and Board of Directors, after taking into account the performance evaluation of Mr. Ajay Radheshyam Bansal during his first term of 5 (five) years and considering his knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the members his reappointment as an independent director, not liable to retire by rotation, for a second term of 5 consecutive years. Accordingly, special resolution has been included in the notice of AGM for your approval.

14. CHANGE IN KEY MANAGERIAL PERSONNEL

Based on the recommendations of the Nomination & Remuneration Committee and Audit

Committee, the Board, on May 3, 2022, appointed Mr. Rajeev Kumar Pareek as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company.

Mr. Rajeev Kumar Pareek has resigned as Chief Financial Officer (CFO) and left the services of the Company on November 8, 2022.

Based on the recommendations of the Nomination & Remuneration Committee and Audit Committee, the Board, on April 27, 2023, appointed Ms. Darshana Santoshi as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company.

15. RETIREMENT BY ROTATION

As per the provisions of the Companies Act, 2013, Mr. Suresh Chand Singla (DIN: 00027706), Director, whose office is liable to retire at the ensuing AGM, being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his reappointment. The notice convening the 31^st AGM sets out the details.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

18. DIRECTORS RESPONSIBILITY STATEMENT

In addition to the certificate received under Regulation 17(8) of the Listing Regulations, the Director Responsibility Statement in compliance with the Section 134(5) of Companies Act, 2013, was also placed before the Audit Committee. The Audit Committee reviewed and confirmed the said Certificate and Directors Responsibility Statement.

Thereafter the Directors Responsibility Statement was placed before the Board of Directors. Accordingly, the Board of Directors hereby state that:

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2023 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) That the directors had prepared the accounts for the financial year ended 31^st March, 2023 on a going concern basis.

(5) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e)read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is appended herewith as ANNEXURE-1

20. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES/JOINT VENTURES

The Company has two Associate Companies viz. M/s. Titan Biotech Limited and M/s. Peptech Biosciences Limited as on March 31, 2023. A statement providing salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Companies Act, 2013, in prescribed form AOC-1 is appended as ANNEXURE-2.

21. MANAGERIAL REMUNERATION AND EMPLOYEES

A Statement giving the details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2023, is attached as ANNEXURE-3.

22. AUDITORS

? Statutory Auditors

At the 30^th (thirtieth) AGM held on September 30, 2022 the Members approved appointment of M/s. A N S K & Associates, Chartered Accountants (Firm Registration No.: 026177N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 35^th (Thirty Fifth) AGM to be held in the year 2027, for conducting the audit for FY 2022-23 to 2026-27.

? Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Board of Directors at their meeting held on April 17, 2023, based on the recommendation of Audit Committee approved the appointment of Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary as Secretarial Auditors to conduct audit of the secretarial records of the Company for the F.Y. 2022-23.

As per the recommendation from the Committee on Corporate Governance, constituted under the Chairmanship of Shri UdayKotak, in its report dated October 05, 2017, and pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by Mr. Amit Anand, Practicing Company Secretary with the stock exchanges where shares of the Company are listed, appended herewith as ANNEXURE-4.

The Secretarial Audit Report of the Company for the financial year under review is appended as ANNEXURE-5 to this Report.

? Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors of the Company had at their meeting held on June 16, 2021 appointed M/s.PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the Internal Auditors of the Company for the 2 consecutive financial years from 2021-22 to 2022-23.

The Board of Directors at their meeting held on May 10, 2023 has re-appointed M/s. PGM & Associates as the Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to 2024-2025.

23. AUDITORS REMARK

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

24. LISTING OF SHARES

? The Companys equity shares are listed on the BSE Limited (BSE),Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai, Maharashtra -400 001.

? The Companys securities have not been suspended from trading.

? Annual Listing fee has been paid to BSE Limited.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

26. WEBLINK OF ANNUAL RETURN

The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2023 is placed on the website of the Company i.e., https://titansecuritieslimited.com/annual-return/ which is in compliance with the Companies (Amendment) Act, 2017, effective from 28th August, 2020. The e-form MGT-7 shall be filed with the MCA upon the completion of the 31st Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder and a copy of the same shall be available on the website of the Company..

27. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31^st March, 2023were on an arms 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 materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons 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 transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Notes to the Balance Sheet as on 31^st March, 2023.

28. RISK MANAGEMENT

Risk is an integral part of any business and therefore Risk Management is an important function that the business management has to perform to ensure sustainable business growth. The risk management includes identifying types of risks and its assessment risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.titansecuritieslimited.com.

The Company does not fall under the ambit of top 1000 listed entities determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

29. CORPORATE SOCIAL RESPONSIBILITY

The provisions related to Corporate Social Responsibility are not applicable to the Company.

30. POLICIES ADOPTED BY COMPANY

The Policies adopted by Company are placed on the website of Company at www. titansecuritieslimited.com in investors sub-link.

31. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of Listing Regulations, to report concerns about unethical behavior and the same is placed on the website of Company at www.titansecuritieslimited.com in investors sub-link.

32. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Boards and Committees functioning such as adequacy, effectiveness, diversity etc. of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The evaluation was carried out based on the feedback received.

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

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

33. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in

Section 178(3) of Companies Act, 2013 has been disclosed on the website of the company at www. titansecuritieslimited.com.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the disclosures concerning conservation of energy and technology absorption respectively as specified under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

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

35. NOMINATION AND REMUNERATION POLICY

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

36. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

37. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

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

38. CORPORATE GOVERNANCE

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

39. MAINTENANCE OF COST RECORDS

The Company being a Non-Banking Financial Company, provisions relating to maintenance of Cost Records as specified under Section 148 of the Companies Act, 2013 is not applicable to the Company.

40. RESERVE BANK OF INDIA GUIDELINES

In October 2021, the Reserve Bank of India (RBI) had prescribed a Scale Based Regulation (SBR), a revised regulatory framework for NBFCs which is applicable to your Company being a Non Deposit Taking Non Systemically Important Non-Banking Financial Company (NBFC-ND-NSI) falling under base layer. These guidelines are effective from 1 October, 2022. The Company has complied with and continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time, as applicable to it.

41. GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by

the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the Green Initiative, Members who have not registered their e-mail addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circulars, copies of the Notice of the 31^st AGM and the Annual Report of the Company for the financial year ended 31^st March 2023 including therein the Audited Financial Statements for the year 2022-2023, are being sent only by e-mail to the Members.

42. GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) details relating to deposits covered under Chapter V of the Act;

b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

d) raising of funds through preferential allotment or qualified institutions placement;

e) Buyback of shares;

f) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

g) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

h) instance of one-time settlement with any bank or financial institution;

i) fraud reported by Statutory Auditors; and

j) change of nature of business.

Your Director further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

44. ACKNOWLEDGEMENT

Your Director would like to express their grateful appreciation for the assistance and continued co-operation extended by the Bankers, Government Agencies, Shareholders, customers, and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the smooth operation of the Company during the year under report.

	For Titan Securities Limited
	Manju Singla	Naresh Kumar Singla
Date: 01/09/2023	(Managing Director)	(Director)
Place: Delhi	DIN:00027790	DIN: 00027448