Titan Company Limited

Board’s Report

To the Members of Titan Company Limited

The Directors are pleased to present the Thirty Sixth Annual Report and the Audited Financial Statements for the year ended
31st March 2020:

1. Financial Results
(` in crore)
Standalone Consolidated
2019-20 2018-19 2019-20 2018-2019
Revenue from Operations 20,010 19,070 21,052 19,779
Other Income 146 178 153 183
Total Income 20,156 19,248 21,205 19,962
Expenditure 17,592 17,068 18,585 17,788
Profit before exceptional items, 2,564 2,181 2,620 2,174
finance costs, depreciation and taxes
Finance Costs 149 44 166 53
Depreciation/Amortisation 310 139 348 163
Profit before share of profit/(loss) of an associate and joint 2,105 1,997 2,106 1,959
venture and exceptional items and taxes
Share of profit/(loss) of an associate and Jointly controlled entity - - (4) (2)
Profit before exceptional items and taxes 2,105 1,997 2,102 1,957
Exceptional items - 70 - -
Profit before taxes 2,105 1,927 2,102 1,957
Income taxes
- Current 552 602 570 618
- Deferred 36 (49) 39 (49)
Profit for the year 1,518 1,374 1,493 1,388
Attributable to
- Shareholders of the Company 1,518 1,374 1,501 1,404
- Non-controlling interests - - (9) (16)
Profit brought forward 2,876 1,903 2,759 1,792
Appropriations
Adjustment of transition to Ind AS 116 on (156) - (159) -
opening retained earnings
Deferred tax on Ind AS 116 transition impact 55 - 55 -
Deletion on account of sale of subsidiary - - - (4)
Acquisition of non-controlling interest in subsidiary - - (30) (31)
Dividend on Equity Shares (excluding tax) (444) (333) (444) (333)
Tax on dividends (91) (68) (91) (68)
Transfer to general reserve - - - -
Closing Balance in Retained Earnings 3,758 2,876 3,591 2,759

58 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
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1a) Standalone Numbers: the globe in the year 2019 and since January 2020, the
During the year under review, the Company’s total revenue COVID-19 global pandemic caused a significant slump
grew by 5% to ` 20,010 crore compared with ` 19,070 in business during the last quarter of the previous year.
crore in the previous year. Last quarter of the previous year saw a retail decline of
>50% in most global corridor cities. Key commercial hubs
Profit before tax grew by 9% to ` 2,105 crore and the net like Singapore, Ho Chi Minh City, Bangkok and Dubai
profit increased by 10% to ` 1,518 crore. reported their worst tourist traffic numbers since 9/11.
The watch category’s premier event, Basel Watch Fair
The Watches and Wearables Division of the Company
2020 was cancelled for health-safety reasons. COVID-19’s
recorded revenue of ` 2,615 crore, a growth of 7.2%. The
impact on tourism, overall business, and retail in particular
revenue from Jewellery Division grew by 4.4% touching
is expected to last through the year 2020. 50% of the
` 16,738 crore. The revenue from Eyewear Division grew
Company’s watches international business is dependent
by 6.4% to ` 544 crore. The revenue from other divisions
on the Middle East markets. UAE, the Company’s largest
recorded a sale of ` 171 crore, a growth of 28.2%.
market outside of India, declined by about 11% but the
New Businesses, viz. Indian Dress Wear Division and business managed to outperform competition owing to a
Fragrances and Accessories Division recorded revenue of better retail network.
` 117.59 crore, a growth of 46% over the previous year.
Jewellery Business: During the year under report,

While the Indian Dress Wear Division grew by 102%, the
the Company’s jewellery business in the GCC (Gulf
Fragrances and Accessories Division recorded a growth
Cooperation Council) region was studied in detail owing
of 27%.
to its similarity to India and after careful study, Dubai
The Management Discussion and Analysis report, which was chosen to pilot the international launch of Tanishq.
is attached, dwells into the performance of each of the Two legal entities were incorporated in this regard and
business division and the outlook for the current year. necessary tie-ups like banking, logistics etc. have also been
put in place to enable start of operations with the first
During the year, the Company had opted for lower tax Tanishq store in the first quarter of the current financial
rate of 25.17% by foregoing the tax benefits mainly in year subject to normalcy of the COVID-19 situation.
the tax free zones. With the declaration of the COVID-19
as a pandemic in mid-March 2020, the performance 3. Dividend
of various Divisions were affected due to store closures The Directors are pleased to recommend the payment of
consequent upon declaration of national lockdown by dividend on equity shares at the rate of 400% (i.e. ` 4
the Government. Jewellery and Eyewear revenue declined per equity share of ` 1 each), subject to approval by the
whereas Watches & Wearables Division grew marginally shareholders at the ensuing Annual General Meeting
by 2%. Lower sales and mark to market deposit pertaining (AGM).
to gold hedging transactions with Multi Commodity
Exchange of India Limited resulted in substantial gross 4. Transfer to General Reserve
short term borrowing as at the end of the year. The Board of Directors has decided to retain the entire
amount of profits for FY 2019-20 in the Retained Earnings.
The year witnessed aggressive expansion of the Company’s
retail network. As on 31st March 2020, the Company had 5. Finance
1,739 stores, with over 2.27 million square feet of retail The year was a challenging year with the surge in gold
space delivering a retail turnover of over ` 20,000 crore. prices impacting jewellery sales. This also resulted in
higher inventory in jewellery leading to a higher working
1b) Consolidated Numbers
capital thereby leading to lower cash position. During the
At the consolidated level, the revenue stood at ` 21,052
year, the credit rating was upgraded from AA + to AAA
crore as against ` 19,779 crore in the previous year. The
by CRISIL and the Company was rated for the first time
details of the performance of the Company’s subsidiaries
as AAA by Brickworks Rating. Details of credit ratings
are covered below in point 15 of this Report.
obtained during the year under report is covered under
the Corporate Governance Report.
2. International Operations
Watches & Wearables Business: The non-smart segment
 Further, the Company is working out its strategy to
of watches continued to face headwinds in markets across manage the current COVID-19 crisis with particular focus

Annual Report 2019-20 59

Titan Company Limited

to ensure that adequate liquidity is available till normalcy There are no deposits that have been accepted by the
returns. Company that are not in compliance with the requirements
of Chapter V of the Act.
6. Public Deposits
The Jewellery Division of the Company was successfully 7. Material Changes and Commitments Affecting
operating customer schemes for jewellery purchases for Financial Position Between end of the Financial
many years. When the Companies Act, 2013 (the “Act”) Year and Date of Report
became substantially effective from 1st April 2014, the There have been no material changes and commitments
Company had around seven lakh subscribers contributing for the likely impact affecting financial position between
to these schemes. However, these schemes were exempt end of the financial year and the date of the report except
under the Companies Act, 1956 relating to acceptance for the impact arising out of COVID-19.
of public deposits as such schemes were not covered in
the definition of deposits. Under the Act and the Rules In March 2020, the World Health Organisation declared
made there under (‘Deposit Regulations’) the scope of COVID-19 as a pandemic. The Company’s operations
the term “deposit” was enlarged and therefore a view were impacted from 17th March 2020 till the first week of
was taken that the jewellery purchase schemes offered by May 2020 when the lockdown was gradually lifted. The
the Company to its customers would be treated as public Company opted to shut all its stores, factories and offices
deposits. Thereupon, the Company discontinued fresh even before the lockdown was officially implemented
enrolment of subscribers and initiated steps to close the keeping the safety of its customers and employees in mind.
erstwhile customer schemes, which were wound down in The Company adopted a work from home policy during
August 2014. the entire duration of the lockdown and with the easing
of restrictions, the Company has re-opened its offices with
Under the Deposit Regulations as amended from time to limited staff resuming work from office. As on the date of
time, a company is permitted to accept deposits subject this Report, all factories are open with manning within the
to applicable provisions, to the extent of 10% of the prescribed norms and production commencing depending
aggregate of the paid-up share capital, securities premium on the demand and a significant number of stores have
account and free reserves from its Members & 25% of also re-opened with thorough and well-rehearsed safety
the aggregate of the paid-up share capital, securities protocols in place including observance of strict social
premium account and free reserves from the Public distancing norms and sanitization of products before and
after prior approval by way of special resolutions passed after every trial to ensure customers’ safety. The Company
by the Members in this regard. Requisite approval was has also taken several initiatives during the lockdown
obtained from the Members of the Company and a new to strengthen the bond with its customers and create
programme for customers to purchase jewellery (under meaningful relationships through well-thought digital
the Jewellery Purchase Plan) was launched in November interventions. Other stores are in the process of re-opening.
2014 in compliance with the Deposit Regulations. While the uncertainties created by COVID-19 continue for
the future, your Company’s focus will be on serving the
The details relating to deposits, covered under Chapter V interests of all its stakeholders as the situation evolves.
of the Act are as under:
Please refer Note 38 of Notes to the standalone financial
(a) accepted during the year: ` 2,406.39 crore
statements for further details in respect of impact of
(b) remained unpaid or unclaimed as at the end of the COVID-19 on the financial statements of the Company.
year: ` 1,484.35 crore
8. Significant and Material Orders
(c) whether there has been any default in repayment of
There are no significant and material orders passed by
deposits or payment of interest thereon during the
the regulators or courts or tribunals impacting the going
year and if so, number of such cases and the total
concern status and Company’s operations in future.
amount involved-
(i) at the beginning of the year: Nil 9. Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments covered
(ii) maximum during the year: Nil
under the provisions of Section 186 of the Act are given in
(iii) at the end of the year: Nil the notes to the financial statements.

60 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
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During the year under review, the Company had invested 

There has been no communication from regulatory
` 31 crore in purchase of additional equity stake in agencies concerning non-compliance with or deficiencies
CaratLane Trading Private Limited (CaratLane) taking its in financial reporting practices.
holding to 72.3%.
12. Board Meetings
Further, the Company has granted a loan of ` 1.95 crore During the year under review, six Board meeting were
to Titan Holdings International FZCO, Dubai, a wholly held, details of which are provided in the Corporate
owned subsidiary of the Company Governance Report.

10. Integrated Report 13. Audit Committee and other Board Committees
The Company has, over the last two years, taken steps The details pertaining to the composition of the Audit
to move towards Integrated Reporting in line with its Committee and its role is included in the Corporate
commitment to voluntarily disclose more information to Governance Report, which is a part of this Annual Report.
the stakeholders on all aspects of the Company’s business. In addition to the Committees mentioned in the Corporate
Accordingly, the Company had introduced key content Governance Report, the Company has a Corporate Social
elements of Integrated Reporting <IR> aligned to the Responsibility Committee, the details of which are covered
International Integrated Reporting Council Framework in Annexure 2 to this report.
(IIRC) in the Annual Report of the previous year and has
disclosed more qualitative data in the Annual Report of 14. Risk Management
this year. Similar to last year, the relevant information has Pursuant to the requirement of Regulation 21 of the
been provided in this year’s Annual Report as well. SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the “SEBI LODR”), the Company
11. Adequacy of Internal Controls and Compliance has constituted a Risk Management Committee (RMC),
with Laws consisting of Board members and senior executives of the
The Company, during the year has reviewed its Internal Company.
Financial Control systems and has continually contributed
to establishment of more robust and effective internal The Company has in place a Risk Management framework
financial control framework, prescribed under the to identify, evaluate business risks and challenges across
ambit of Section 134(5) of the Act. The preparation the Company both at corporate level as also separately for
and presentation of the financial statements is pursuant each business division.
to the control criteria defined considering the essential
components of Internal Control - as stated in the The top tier of risks for the Company is captured by the
“Guidance Note on Audit of Internal Financial Controls operating management after extensive deliberations
Over Financial Reporting” issued by the institute of on the nature of the risk being a gross or a net risk and
Chartered Accountants of India. thereafter in a prioritized manner presented to the Board
for their inputs on risk mitigation/management efforts.
The control criteria ensures the orderly and efficient
Based on this framework, a Risk Management policy has
conduct of the Company’s business, including adherence
been adopted.
to its policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness The RMC engages in the Risk Management process and
of the accounting records and the timely preparation of has set out a review process so as to report to the Board
reliable financial information. the progress on the initiatives for the major risks of each
Based on the assessment carried out by the Management of the businesses that the Company is into.
and the evaluation of the results of the assessment, the
The Risk Register of each Business gets updated on an
Board of Directors are of the opinion that the Company
bi-annual basis and is placed for due discussions at Board
has adequate Internal Financial Controls system that is
meetings and appropriateness of the mitigation measures
operating effectively as at 31st March 2020.
to ensure that the risks remain relevant at any point in time
There were no instances of fraud which necessitates and corresponding mitigation measures are optimized.
reporting of material misstatement to the Company’s
operations.

Annual Report 2019-20 61

Titan Company Limited

15. Related Party Transactions During the year 2019-20, Favre Leuba AG had registered a

There are no materially significant related party turnover of CHF 0.87 million i.e., ` 6.25 crore against the
transactions made by the Company with Promoters, previous year’s figures of CHF 1 million, i.e. ` 6.82 crore
Directors, Key Managerial Personnel or other designated and loss of CHF 7.19 million, i.e. ` 51.03 crore (2018-19:
persons which may have a potential conflict with the 7.39 million, i.e. ` 52.18 crore). During the year FY 2019-
interests of the Company at large. All related party 20, the Company has invested CHF 8.76 million in Favre
transactions are placed before the Audit Committee Leuba AG’s share capital.
and the Board for approval, if applicable. Prior omnibus
Titan Watch Company Limited is a subsidiary of Favre
approval of the Audit Committee is obtained for the
Leuba AG and hence is a subsidiary of the Company. It has
transactions which are of a foreseen and repetitive
a capital of HK $ 10,000 and no Profit and Loss account
nature. The transactions entered into pursuant to the
has been prepared.
omnibus approval so granted are verified by the Internal
Auditor and a statement giving details of all related party During the year FY 2019-20, Titan Engineering &

transactions is placed before the Audit Committee and Automation Limited (TEAL) generated income of ` 462.33
the Board of Directors for their approval, if applicable, crore against the previous year’s figures of ` 343.21
on a quarterly basis. The Company has developed an crore, an increase of 34.70% and the profit before tax
Internal Guide on Related Party Transactions Manual and was at ` 78.12 crore against the previous year’s figures of
prescribed Standard Operating Procedures for the purpose ` 58.06 crore.
of identification and monitoring of such transactions. The CaratLane is engaged in the business of manufacturing
Policy on Related Party Transactions as approved by the of jewellery products and has significant online presence.
Board is uploaded on the Company’s website. None of the CaratLane’s performance was very good with high double
Directors has any pecuniary relationships or transactions digit growths recorded in retail sales in both online and
vis-à-vis the Company. physical channels, with great emphasis on Omni selling.
CaratLane added 37 stores in the year to take the
The details of the transactions with related parties during
store count to 92. During the year 2019-20, CaratLane
FY 2019-20 are provided in the accompanying financial
registered a turnover of ` 621.23 crore (previous year:
statements. There were no transactions during the year
` 416.39 crore) and the loss amounted to ` 27.27 crore
which would require to be reported in Form AOC-2.
against the previous year’s figures (loss) of ` 46.13 crore.

16. Subsidiaries/Joint Venture/Associate Company The Company holds a 49% equity stake in Montblanc
As on 31st March 2020, the Company had the following India Retail Private Limited (Montblanc), a joint venture
subsidiaries/Associate/Joint Venture: entered into with Montblanc Services B.V., the Netherlands
for operation of retail boutiques in India for Montblanc
Sl. Name of the Subsidiary/
Relationship products. Montblanc registered a turnover of ` 57.45
No. Associate/Joint Venture
crore and the loss amounted to ` 4.87 crore. During the
1 Favre Leuba AG, Switzerland Subsidiary year, the Company invested an additional amount of
2 Titan Watch Company Limited, Subsidiary ` 7.74 crore through rights issue in Montblanc.
Hong Kong
Titan Holdings International FZCO was formed as a Free
3 Titan Engineering & Automation Subsidiary
Zone Company, for which the Certificate of Formation
Limited
was issued on 22nd October 2019, with a view to carry out
4 CaratLane Trading Private Limited Subsidiary business activities and invest in the share capital of any
5 Green Infra Wind Power Theni Associate other companies/entities either as a joint venture partner
Limited or as its wholly owned subsidiary company for carrying
6 Montblanc India Retail Private Joint Venture out business activities. The Company did not have any
Limited business operations during FY 2019-20. However, it had
7 Titan Holdings International FZCO, Subsidiary certain expenses pertaining to the incorporation and
Dubai setting up its corporate office in DAFZA and incurred a
loss of AED 0.31 million (` 0.59 crore).
8 Titan Global Retail LLC, Dubai Subsidiary
Titan Global Retail LLC was formed on 15th December
2019 as a subsidiary of Titan Holdings International

62 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

FZCO to carry out business activities and retail trade in 20. Dividend Distribution Policy
the industry in which the company operates. Titan Global 
The Dividend Distribution Policy is annexed as
Retail LLC will operate its retail stores and service stores Annexure-IV to this Report.
in UAE. During the year under review, the Company
has identified and started work on its first Boutique and 21. Vigil Mechanism
Service Centre in Dubai but the Company did not have The Company has a whistle blower mechanism wherein
any business operations. However, it had expenses for the employees can approach the Management of the
setting up its retail store and service centre and incurred a Company (Audit Committee in case where the concern
loss of AED 0.41 million (` 0.79 crore). involves the Senior Management) and make protective
disclosures to the Management about unethical
The Company holds 26.79% stake in Green Infra Wind
behaviour, actual or suspected fraud or violation of the
Power Theni Limited which supplies energy to the
Company’s Code of Conduct and Insider Trading Code.
Company.
The Whistle Blower Policy requires every employee to
None of these subsidiary companies declared a dividend promptly report to the Management any actual or possible
for FY 2019-20 except TEAL which has declared a dividend violation of the Code or an event an employee becomes
of ` 5 per share on the face value of ` 10 per share aware of that could affect the business or reputation of
aggregating to ` 23.53 crore (subject to applicable taxes). the Company. The disclosures reported are addressed in
the manner and within the time frames prescribed in the
The annual accounts of these subsidiary companies/JV
policy. A mechanism is in place whereby any employee of
company were consolidated with the accounts of the
the Company has access to the Chairman of the Audit
Company for FY 2019-20.
Committee to report any concern. No person has been
The statement containing salient features of the financial denied access to the Chairman to report any concern.
statement of subsidiaries/associate company/joint venture Further, the said policy has been disseminated within the
in Form AOC-1 forms part of the Annual Report. organisation and has also been posted on the Company’s
website at [Link]
17. Conservation of Energy, Technology Absorption, files/Whistle%20Blower%20Policy_1.pdf.
Foreign Exchange Earnings and Outgo
The particulars as prescribed under sub-section (3) (m) of 22. Secretarial Standards
Section 134 of the Act read with Rule 8 of the Companies 
The Directors state that the applicable Secretarial
(Accounts) Rules, 2014 are furnished in Annexure-I to Standards i.e., SS-1 and SS-2, issued by the Institute of
the Board’s Report. Company Secretaries of India, relating to Meetings of
Board of Directors and General Meetings respectively have
18. Corporate Social Responsibility (CSR) been duly complied with.
In compliance with Section 135 of the Act, the Company
has undertaken CSR activities, projects and programs 23. 
Disclosures as per the Sexual Harassment of
as provided in the CSR policy of the Company and as Women at Workplace (Prevention, Prohibition
identified under Schedule VII of the Act and excluding and Redressal) Act, 2013
activities undertaken in pursuance of its normal course The Company has been at the forefront in ensuring a safe
of business. In addition to the projects specified as CSR and secure work place for all its employees. In particular,
activities under Section 135 of Act, the Company has as per the mandated Sexual Harassment of Women at
also carried out several other sustainability/responsible Workplace (Prevention, Prohibition and Redressal) Act,
business initiatives and projects. 2013 and the rules made thereunder, prevention and
The Company has spent the entire 2% of the net profits redressal of complaints of sexual harassment at workplace
earmarked for CSR projects during the FY 2019-20. are actively cascaded. The Company has adopted a zero
tolerance for sexual harassment at workplace.
A report on CSR pursuant to Section 135 of the Act &
Rules made thereunder is attached in Annexure-II. 
The selection and training of Internal Complaints
Committee (ICC) members follows a stringent process
19. Extract of Annual Return to ensure that the most suitable person is part of the
As provided under Section 92(3) of the Act, the extract of
committee. The Company has also empaneled its
annual return is given in Annexure-III in the prescribed
unionized employees at its manufacturing units for a better
Form MGT-9, which forms part of this Report.

Annual Report 2019-20 63

Titan Company Limited

representation and reach of the employees. All members 25. 

Corporate Governance and Management
undergo the Prevention of Sexual Harassment (POSH) Discussion and Analysis
training and are equipped to handle communication as As per SEBI LODR, Management Discussion and Analysis,
well as redressal. Corporate Governance Report and Practicing Company
Secretary’s Certificate regarding compliance of conditions
During the year under review, the total number of ICC of Corporate Governance forms part of this Annual
members was at 96 as against 64 in the previous financial Report.
year. The Company had organised annual meets with
ICC members where learning is shared and industry 
Pursuant to Regulation 34 of the SEBI LODR the
perspective and changes in law (if any) are discussed. Management Discussion and Analysis is presented in
The Company also invests in building capability of its ICC a separate section forming part of this Annual Report.
members through programmes on POSH, investigation As required under the provisions of the SEBI LODR, the
techniques, impact of bias and industry exposure. Audit Committee of the Company has reviewed the
Management Discussion and Analysis report of the
The core Ethics team comprises of the ICC Chairperson, Company for the year ended 31st March 2020.
the Chief Ethics Counsellor (CEC) and experienced
senior managers across the Company besides an 26. Business Responsibility Report
external expert. As per SEBI LODR, a Business Responsibility Report is
attached and forms part of this Annual Report.

All stakeholders across geographies, viz. employees,
contract and agency hires, vendors and associates are part 27. Directors and Key Managerial Personnel
of the communication cascades. All new joinees are also Ms. Hema Ravichandar, Ms. Ireena Vittal, Mr. Ashwani
part of an induction on POSH. The cascades are designed Puri, Mr. B Santhanam, Mr. Pradyumna Vyas and
in a simple but effective manner by the use of regional Dr. Mohanasankar Sivaprakasam were the Independent
theatre to demonstrate violations and the consequences. Directors during the Financial Year 2019-20 and all have
The regional heads or manufacturing/unit heads along given declarations that they continue to meet the criteria
with the leadership team of the respective unit are part of independence as laid down under Section 149(6) of
of the open house and Q&A at the end of the session the Act and Regulation 16(1)(b) of the SEBI LODR and that
at their respective locations. This has impacted positively they are not debarred from holding the office of director
with more and more stakeholders becoming familiar by virtue of any SEBI order or any other such authority.
with the policy and gaining confidence to raise concerns
with the locational committee members. About 129 
All the Independent Directors have confirmed that
such events were held across the country covering over they are in compliance with Rules 6(1) and 6(2) of the
14,619 stakeholders. Other means of communication Companies (Appointment and Qualification of Directors)
using short films, quizzes and games were continued to Rules, 2014, with respect to registration with the data
create awareness along with sensitization programmes for bank of Independent Directors maintained by the Indian
people managers. Institute of Corporate Affairs.

During the financial year FY 2019-20, the Company Dr. Mohanasankar Sivaprakasam was appointed as an
received 3 complaints on sexual harassment, 2 were Additional Director and Independent Director on the
disposed of with appropriate action taken and 1 complaint Board of the Company with effect from 3rd July 2019 and
was pending as on 31st March 2020. subsequently approved by the shareholders at the thirty
fifth Annual General Meeting held on 6th August 2019 as
24. 
Details in Respect of Frauds Reported by an Independent Director for a period of five years from
Auditors Under Sub-Section (12) of Section 143 3rd July 2019.
other than those which are Reportable to the
Mr. T K Balaji, Independent Director, retired from the
Central Government
Board on 31st July 2019 upon completion of his tenure
The Statutory Auditors of the Company have not reported
as an Independent Director. The Board placed on record
any fraud as specified under the second proviso of Section
its appreciation for the valuable contribution and wise
143(12) of the Act (including any statutory modification(s)
counsel rendered by him during his tenure as a member
or re-enactment(s) for the time being in force).
of the Board.

64 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
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Mr. Bhaskar Bhat, who retired as the Managing Director 28. Details of Key Managerial Personnel who were
of the Company on 30th September 2019 was nominated Appointed or have Resigned during the year
by Tata Sons Private Limited (Tata Sons) on the Board of During the year, Mr. Bhaskar Bhat retired as Managing
the Company as Non-Executive Director with effect from Director of the Company effective 30th September 2019
1st October 2019 and Mr. Harish Bhat, nominee of Tata and Mr. C K Venkataraman, was appointed as the
Sons stepped down from the Board as a Non-Executive Managing Director effective 1st October 2019 subject
Director with effect from 30th September 2019. The Board to the approval of the shareholders of the Company.
recorded the stupendous and well-rounded development Pursuant to the provisions of Section 203 of the Act, Mr. C
of the Company under the exemplary leadership of K Venkataraman-Managing Director, Mr. S. Subramaniam
Mr. Bhaskar Bhat and also recorded its appreciation on - Chief Financial Officer and Mr. Dinesh Shetty - General
Mr. Bhat’s contributions to the Company during his tenure Counsel & Company Secretary are the Key Managerial
in the Company. Personnel of the Company.

Mr. C K Venkataraman was appointed as the Managing 29. Directors’ Responsibility Statement
Director of the Company with effect from 1st October Based on the framework of Internal Financial Controls
2019, subject to approval of the shareholders. Members and compliance systems established and maintained
attention is drawn to Item No. 7 & 8 of the Notice by the Company, the work performed by the internal,
convening the Thirty Sixth Annual General Meeting for statutory and secretarial
auditors and external
the appointment of Mr. C K Venkataraman as a Director consultants, including audit of internal financial controls
and Managing Director of the Company. over financial reporting by the statutory auditors and
Mr. Ramesh Chand Meena, nominee of TIDCO, resigned the reviews performed by Management and the relevant
from the Board with effect from 14th October 2019. Board Committees, including the Audit Committee,
the Board is of the opinion that the Company’s internal
Ms. Kakarla Usha was appointed as an Additional Director financial controls are adequate and operating effectively.
on the Board of the Company on 21st November 2019.
Accordingly, pursuant to the requirements of Section 134

Ms. Sindhu Gangadharan, on the basis of the (5) of the Act, the Directors hereby confirm that:
recommendation of the Board Nomination and
Remuneration Committee, was appointed as an Additional i. 
in the preparation of the annual accounts, the
Director and Independent Director on the Board of the applicable accounting standards have been followed
Company on 8th June 2020 for a period of five years and there are no material departures;
subject to the approval of the shareholders. ii. they have selected such accounting policies and
applied them consistently and made judgments and
In accordance with the provisions of the Act and in
estimates that are reasonable and prudent so as to
terms of the Memorandum and Articles of Association
give a true and fair view of the state of affairs of the
of the Company, Mr. N N Tata retires by rotation at
Company at the end of the financial year and of the
the Annual General Meeting and has offered himself
profit of the Company for that period;
for re-appointment.
iii. they have taken proper and sufficient care for
Members attention is drawn to Item No. 5 of the Notice for
the maintenance of adequate accounting records
the appointment of Ms. Kakarla Usha as a Director of the
in accordance with the provisions of the Act for
Company, to Item No.6 of the Notice for the appointment
safeguarding the assets of the Company and
of Mr. Bhaskar Bhat as a Director of the Company and to
for preventing and detecting fraud and other
Item No.11 of the Notice for the appointment of Ms. Sindhu
irregularities;
Gangadharan as an Independent Director of the Company
for a period of five years from 8th June 2020. iv. t hey have prepared the annual accounts on a going
concern basis;
None of the Directors are related to each other within the
meaning of the term “Relative” as per Section 2(77) of v. they have laid down internal financial controls to
the Act. be followed by the Company and that such internal
financial controls are adequate and are operating
effectively;

Annual Report 2019-20 65

Titan Company Limited

vi. t hey have devised proper systems to ensure compliance 33. 

Policy on Directors’ Appointment and
with the provisions of all applicable laws and that such Remuneration and other Details
systems were adequate and operating effectively. In accordance with the agreement between the promoters,
three Directors each may be nominated by Tata Sons and
30. Board Evaluation TIDCO.
The performance evaluation of the Board, its Committees
The guidelines for selection of Independent Directors are
and individual Directors was conducted by the Board
as set out below:
Nomination and Remuneration Committee (BNRC) and
the Board. This was based on questionnaire responses and The Board Nomination and Remuneration Committee
feedback received through one on one insighting by the (“Committee”) oversees the Company’s nomination
BNRC Chairperson with each Director. process for Independent Directors and in that connection
to identify, screen and review individuals qualified to serve
Based on the questionnaire and feedback, the performance as an Independent Director on the Board.
of every Director was evaluated by the BNRC.
Process for selection
Some of the key criteria for performance evaluation, as The Committee may act on its own in identifying
laid down by the BNRC were as follows: potential candidates. The Committee shall review and
discuss details pertaining to candidates and will conduct
Performance evaluation of directors: evaluation of candidates in accordance with the process
Contribution at Board/Committee meetings and Guidance/ that it sees fit and appropriate and thereafter pass on its
support to Management outside Board/Committee recommendation for nomination to the Board, based on
Meetings. the following guidelines:

Attributes
Performance evaluation of Board and Committees:
i) The Committee shall seek candidates who is not
Board structure and composition, Degree of fulfillment
a nominee or related to either Promoters of the
of key responsibilities , Establishment and delineation
Company. Such candidates shall possess integrity,
of responsibilities to Committees, Effectiveness of Board
leadership skills, managerial qualities, foresight
Processes, Information and Functioning, Board Culture
abilities and competency required to direct and
and Dynamics, Quality of relationship between the Board
oversee the Company’s management in the best
and Management, Efficacy of communication with
interest of its stakeholders i.e. shareholders,
External Stakeholders and Committees – strengths and
customers, employees and communities it serves.
areas of improvement.
ii) The candidate must be willing to regularly attend
31. Independent Directors the meetings of the Board and develop a strong

A separate meeting of the Independent Directors understanding of the Company, its businesses and
(“Annual ID Meeting”) was convened, which reviewed its needs, to contribute his/her time and knowledge
the performance of the Board (as a whole), the non- to the Company and to be prepared to exercise
independent directors and the Chairman. Post the his/her duties with skill and care. Besides these,
Annual ID Meeting, the collective feedback of each of the the candidate should have an understanding of
Independent Directors was discussed by the Chairperson governance concepts and legal duties of a Director.
of the BNRC with the Board covering performance of the iii) It is desirable that the candidate should have expertise
Board as a whole, performance of the non-independent to fill in the gap(s) identified by the Company in the
directors and performance of the Board Chairman. current composition of the Board.

32. Remuneration Policy iv) Ideally the candidate should possess experience of 5
The Board has, on the recommendation of the BNRC years on the Board of a listed company.
framed a policy for selection and appointment of v) The candidate’s age shall not exceed 70 years at the
Directors, Senior Management and their remuneration. time of joining the Board.
The Remuneration Policy is annexed to the Corporate
vi) 
Forthrightness and ability to possess foresight
Governance Report.
abilities in the Governance of a Corporate.

66 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

Board Composition 4. 
The candidate considered by the Committee as
Keeping in mind that women constitute a majority of potentially qualified will be contacted to determine
the Company’s customers it would be desirable to have their interest in being considered to serve on the
one-third of the Board’s strength represented by woman Board and if interested will be interviewed.
members.
As and when a candidate is shortlisted, the Committee
will make a formal recommendation to the Board.
Procedure
1. The Committee may retain search firms or advisors as
34. Other Disclosures
it deems appropriate to identify candidates.
The information required under Section 197 of the Act
2. Develop a list of potential candidates of Independent read with Rule 5(1) of the Companies (Appointment and
Directors which may be refreshed every year. The Remuneration of Managerial Personnel) Rules, 2014 are
Committee to create a list of probable candidates given below:
from known sources or from the database of Ministry
i) 
The ratio of the remuneration of each director to the
of Corporate Affairs, Government of India or Stock
median remuneration of the employees of the Company
Exchanges.
and the percentage increase in remuneration of each
3. The Committee may also consider profiles of suitable Director, Managing Director, Chief Financial Officer and
expatriates. Company Secretary in the financial year is as below:

Sl. No. Name of the Director Ratio (times) % change

A] Director’s remuneration
1 Mr. N Muruganandam 4.57 -28.64
2 Mr. Arun Roy 4.86 NA*
3 Mr. Ramesh Chand Meena1 2.50 NA*
4 Ms. Kakarla Usha2 1.07 NA*
5 Mr. N. N. Tata3 3.86 -15.25
6 Mr. Harish Bhat3 4.04 NA*
7 Mr. T. K. Balaji4 2.10 NA*
8 Ms. Hema Ravichandar 9.92 5.90
9 Ms. Ireena Vittal 8.81 -4.11
10 Mr. Ashwani Puri 7.57 -15.25
11 Mr. B Santhanam 6.06 19.65
12 Mr. Pradyumna Vyas 3.65 NA*
13 Dr. Mohanasankar Sivaprakasam5 3.12 NA*
14 Mr. Bhaskar Bhat6 - as Managing Director 86.65 NA*
15 Mr. Bhaskar Bhat7 - as Non-Executive Director 2.68 NA*
16 Mr. C K Venkataraman8 51.48 NA*
B] Key Managerial Personnel
17 Mr. S Subramaniam - 19
18 Mr. Dinesh Shetty - 12
1 Mr. Ramesh Chand Meena, IAS, nominee of TIDCO resigned from the Board with effect from 14th October 2019.
2 Ms. Kakarla Usha, IAS, nominee of TIDCO was appointed effective 21st November 2019
3 In line with the internal guidelines, no payment is made towards commission to Mr. Harish Bhat and Mr. N N Tata, Non-Executive
Directors of the Company, who are in full-time employment with other Tata companies
4 Mr. T K Balaji ceased to hold office as an Independent Director of the Company with effect from 1st August 2019 upon completion
of his tenure on 31st July 2019 as approved by the shareholders at the 30th Annual General Meeting of the Company.
5 Dr. Mohanasankar Sivaprakasam was appointed as an Independent Director on the Board effective 3rd July 2019.
6 Mr. Bhaskar Bhat was Managing Director for the period 1st April 2019 to 30th September 2019 and this payment is only pertaining
to the period during which he served as the Managing Director of the Company.
7 Mr. Bhaskar Bhat was appointed as a Non-Executive Director with effect from 1st October 2019 and this payment is only pertaining
to the period October 2019 to March 2020 during which he served as a Non-Executive Director of the Company.
8 Mr. C K Venkataraman was appointed as Managing Director of the Company with effect from 1st October 2019
* The % change in remuneration is not comparable as the said directors held the position for a part of the year either in 2018-19 or
in 2019-20.

Annual Report 2019-20 67

Titan Company Limited

ii) The percentage increase in the median remuneration Remuneration of Managerial Personnel) Rules, 2014,
of employees in the financial year: 10.5% is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being
iii) The number of permanent employees on the rolls of
sent to the members excluding the aforesaid annexure. In
the Company: 7,550
terms of Section 136 of the Act, the said annexure is open
iv) 
Average percentile increase already made in the for inspection at the Registered Office of the Company.
salaries of employees other than the managerial Any shareholder interested in obtaining a copy of the
personnel in the last financial year and its comparison same may write to the Company Secretary.
with the percentile increase in the managerial
remuneration and justification thereof and point 36. Auditors
out if there are any exceptional circumstances for a) Statutory Auditors
increase in the managerial remuneration: Pursuant to the provisions of Section 139 of the Act
read with applicable Rules framed thereunder, BSR
 The average percentage increase this year has been
& Co., LLP have been appointed as Auditors for a
10.5% across all levels. Increase in the managerial
term of five years, subject to ratification by the
remuneration is based on market trends and
shareholders, from the conclusion of the 33rd Annual
performance criteria as determined by the Board of
General Meeting till the conclusion of the 38th Annual
Directors and on the recommendation of the Board
General Meeting.
Nomination and Remuneration Committee (BNRC).
v) 
Affirmation that the remuneration is as per The Ministry of Corporate Affairs vide Notification
the Remuneration Policy of the Company: The dated 7th May 2018 notified several Sections of the
Company’s Remuneration Policy is based on the Companies (Amendment) Act, 2017. In view of the
principle of internal equity, competence and said notification, the requirement of ratification of
experience of the employee and industry standards. appointment of auditors, under Section 139 of the
Through its compensation programme, the Company Companies Act, 2013, at each AGM is no longer
endeavours to attract, retain, develop and motivate required. Hence, the resolution to this item is not
a high performance and engaged workforce. The being included in the Notice to the AGM.
Company follows a compensation mix of fixed
pay, benefits and performance based variable b) Secretarial Audit
pay. Individual performance pay is determined by  Pursuant to the provisions of Section 204 of
business performance and the performance of the the Companies Act, 2013 and the Companies
individuals measured through the annual appraisal (Appointment and Remuneration of Managerial
process. The Company affirms remuneration is as per Personnel) Rules, 2014, the Company has appointed
the Remuneration Policy of the Company. V. Sreedharan & Associates, Practicing Company
Secretary to undertake the Secretarial Audit of the
35. 
Information as per Rule 5(2) of the Chapter Xiii, of Company. The Report of the Secretarial Audit is
the Companies (Appointment and Remuneration annexed herewith as Annexure-V.
of Managerial Personnel) Rules, 2014
The statement containing names of top ten employees c) Cost Audit
in terms of remuneration drawn and the particulars of The Company is not required to maintain cost records
employees as required under Section 197(12) of the Act as per sub-section (1) of Section 148 of the Act.
read with Rule 5(2) of the Companies (Appointment and

68 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

37. Auditor’s Report and Secretarial Auditor’s Report Company. The details of transactions with promoter/

There are no disqualifications, reservations, adverse promoter group holding 10% or more shares have been
remarks or disclaimers in the auditor’s report and disclosed in the financial statements which is part of the
secretarial auditor’s report. Annual Report.

38. Disclosures of Transactions of the Listed Entity Acknowledgements

with any Person or Entity belonging to the Your Directors wish to place on record their appreciation
Promoter/Promoter Group which Hold(s) 10% of the support which the Company has received from its
or more Shareholding in the Listed Entity, in the promoters, shareholders, lenders, business associates,
format prescribed in the relevant Accounting vendors, customers, media and the employees of the
Standards for Annual Results. Company.
Related Party Transactions with Promoter/Promoter
Group holding 10% or more shares
TIDCO and Tata Sons hold 10% or more shares in the

On behalf of the Board of Directors,

N N Tata C K Venkataraman
Vice Chairman Managing Director
8th June 2020 Mumbai Bengaluru

Annual Report 2019-20 69

Titan Company Limited

Annexure-I
[Pursuant to Section 134 of the Act and Rule 8 of the Companies (Accounts) Rules, 2014]

Technology Adoption, Adaptation and Innovation • 

Stone Play Detector Automation deployed for detecting
Watches & Wearables loosely mounted diamonds in the Jewellery Product towards
improving product quality.
Manufacturing of Watches and Wearables Division
has successfully implemented innovations, adopted • 
Jewellery manufacturing division has invested in multiple
technologies in the following areas, leading to higher technologies for ensuring Gold and Diamond authenticity.
productivity, safety, ergonomics, lead time reduction and
improved quality Innovation
The Jewellery manufacturing division continued to address
1. Twin wire EDM machine, technology with an Integrated
various business challenges through innovation projects with
Online Inspection System inducted for tool manufacturing.
the help of external as well as internal domain experts. The Total
2. Robotic automation in back cover forming presses Employee Involvement Scheme (IMPACT) continued to attract
employee participation. Many Kaizen projects and suggestions
3. Laser cutting technology for Flat parts development for
were implemented by employees to drive improvement across
functional proto development.
areas. Programs involving vendor partners in driving innovation
4. 
Commissioning of an online Micro motor test System for process improvements have also been initiated during
developed indigenously with Swiss expertise. this year.
5. 
Software for watch movement mechanisms design Eyewear
simulation. The Eyewear manufacturing has set up world class integrated
6. 
3D printing technology is currently widely used for manufacturing premises for the Eyewear Division at
components and tooling development. Chikkaballapur, which along with six lens labs spread across
other metro cities has provided a better reach across the
7. 
IIoT (Industrial Internet of Things) initiative: Installation
value chain.
and commissioning of an online Performance Monitoring
System to optimize the operating performance of energy- The Division has successfully continued cross learning, sharing
intensive manufacturing and service equipment. of good practices and also feedback among its manufacturing
units and stores through Knowledge Management (KM) which
Jewellery
has resulted in upgradation of Anti-Reflective coating process
New technological developments in the industry were
with better scratch resistance property in the prescription eye
continuously tracked and they were adopted as relevant to the
wear lens manufacturing in the labs at Bengaluru, Chennai and
operations. Jewellery manufacturing division has also partnered
Mumbai which use similar technologies. This has led to a better
with many experts and consultants to monitor, evaluate and
customer sentiment with respect to Quality of lenses.
upgrade technology and processes used in manufacturing.
New Coating named ClearSight has been launched in this year
Jewellery manufacturing division explored cutting-edge
and has become very popular within short span of time. The
technologies and invested in high end imported CNC Machines.
ClearSight lens has a residual reflection colour of orangish-
It has also invested in latest high-end rapid prototyping
magenta which brings in a freshness in terms of available
machines with high accuracy and precision. Industry 4.0 journey
products in market while also balancing the skin tone of most
has begun in Hosur jewellery factory by piloting the technology
Indian spectacle wearers. Additionally the ClearSight lenses are
in a few critical areas.
having blue light filtration property up to 420nm and much
Key Technology Adoption higher scratch resistant property than any other ophthalmic
• Smart Warehouse Automation commissioned in Hosur for lenses. It also provides a no lens feel due to high transparency
faster delivery. It will also be implemented at other important due to lowest reflection percentage.
fulfilment centres across the country.

70 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

A versatile progressive lens providing maximum comfort and preventing scale formation and improving the cooling tower
perception of no limits which improves the visual clarity is under water quality and energy performance.
trials in the FY 2019-20 and will be launched in 2020-21.
• Balancing valves for air conditioning system chilled water
circuit and Control integration through IIOT (Industrial
Customer service team has deployed IVRS calling system for
Internet of Things), to optimize and control the flow of chilled
calls, a new video calling interface- i-window and also a Chat
water based on the temperature condition of controlled
BOT to solve the store concerns at a faster rate, with better
environment very precisely through digital monitoring and
efficiency.
control devices, leading to lesser energy consumption.
At the Central Warehouse located in Chikkaballapur premises, • 
The above initiatives have resulted in energy reduction
the team has deployed Robotic Process Automation (RPA) at of ~ 3 lakh units per annum in the air conditioning system.
the lens section- to generate automatic pick list and automatic
• The Watch manufacturing plant at Hosur has been awarded
invoicing. This is the first RPA project implemented in Eyewear
with the “Green Tech Environmental Management
Division. This implementation is enabled to push the order
Award-2019” under “Winner” category for their best
download time from 8:30 P.M. to 10:00 P.M. which resulted
environmental management practices in the areas of energy
in 8% additional orders connecting on the same day. Lens
conservation, renewable energy substitution, reduction
operations under RPA are more accurate, effortless and scalable.
of greenhouse gas emissions and constant reduction of
environmental impacts through systematic environmental
Conservation of Energy & Fuel
improvement programmers.
Watches & Wearables
The Division has successfully implemented various energy and The Division has also won the CII National Energy
• 
fuel conservation projects with internal expertise and association Efficient Unit Award-2019 for its best energy conservation
with external agencies in the areas of lighting, vacuum system, initiatives.
air-conditioning and process water cooling/evaporation
systems at its manufacturing facility. During FY 2019-20, these Jewellery
conservation initiatives have resulted in significant savings in a. Steps taken for conservation of Energy
power and fuel cost. The overall electricity consumption at Hosur was reduced
by 5% despite the increase in number of Machineries by
The key initiatives are: initiatives like installing Energy efficient Chillers for HVAC,
addressing outcomes of the Thermography Audit etc.
• In line with the vision of becoming “Carbon Neutral”, the
Hosur Jewellery Plant has maintained 30% of its energy
Division is continually sourcing part of its energy requirement
from renewable sources like wind and solar.
at watch manufacturing facility through renewable energy
resources – Wind Mills. During 2019-20, 9.70 million units
b. Sustainability
of energy was sourced from Green Infra Wind Power Theni
 Jewellery Manufacturing Division has been driving
Limited, (Associate Company) with wind farms which
sustainability initiatives successfully under the
represents 80.83% of the annual energy consumption and
implementation of “JSM” (Jewellery Sustainability
this has resulted in reducing the carbon emission to an
Mission). Rejuvenation of the Lake near Hosur Factory was
extent of 7,178 tons.
a major initiative taken during the year. Per capita water
• 
The Division has implemented installation of Scale Bio consumption in Hosur has reduced by 15% during the
Removal system (SBR): for the centralized A/c system year through multiple initiatives. Also, 500+ trees were
cooling tower circuit - It’s an online water treatment system planted with Miyawaki concept which improved the green
which reduces the Total Dissolved Solids (TDS) content in cover. Overall Carbon Footprint in Hosur Factory has also
the cooling water through the electrolysis process thereby been reduced by 10%.

Annual Report 2019-20 71

Titan Company Limited

Eyewear Expenditure on Research & Development

The Division has put many efforts to conserve energy in many (` in crore)
different ways. Among them, power saving by eliminating the Year ended Year ended
standalone individual machine chillers in Anti-reflective coating 31.3.2020 31.3.2019
department and connecting the centralized equipment helped
(a) Capital 2.44 3.77
the Division save 25,000 units per month summing up to saving
(b) Recurring 21.53 22.48
of ` 1.7 lakh per month and about ` 20 lakh for the entire year.
(c) Total 23.97 26.25
Also the Division commissioned variable frequency drives for
(d) Total R&D expenditure as 0.12% 0.14%
induction motors in Air handling units and saved 20,000 units/
percentage of turnover
month summing up to ` 1.4 lakh per month.

Foreign Exchange Earnings and Outgo

During the year under review, the Company earned ` 156.71
crore in foreign exchange and spent ` 748 crore.

On behalf of the Board of Directors,

N N Tata C K Venkataraman
Vice Chairman Managing Director
8th June 2020 Mumbai Bengaluru

72 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

Annexure-II
Annual Report on CSR – 2019-20
I. Since inception, your Company has been a responsible 
Your Company’s volunteering program (launched as
corporation, always working to improve the quality Titan Footprints) has been successfully operating in all its
of life of the community in general and specifically in locations over the years. During the year 2019-20, the
communities present in the Company’s areas of operation. Company clocked more than 19,750 person-hours of
Your Company has charted out its programs and projects volunteering involving employees across the Company,
that are both short and long term in nature. As part of its either in CSR projects or in local causes.
strategy, your Company will continue to support programs 
From the year 2020-21, your Company will spend
that have been in place historically while realigning and considerable time and resources in taking forward its
sharpening focus towards the areas mentioned in the strategic plans, on scaling up existing projects, and
CSR policy. on working towards creating deeper impact across all
During the year 2019-20, the CSR programs have reached its chosen areas as part of its Policy i.e. educating the
out to 3.52 lakh individuals. underprivileged girl child, skill development and support
towards Indian Arts, Crafts and Heritage. It will also spend
Key highlights during the year have been:
a significant part of its resources to support the fight
a) 
The Girl Child Education initiative through a against COVID-19 during the early part of the year.
combination of Employee engagement and support
The Company’s CSR Policy can be accessed at https://
by Business Associates has reached out to 38,000 girl
[Link]/sites/default/files/CSR%20
children.
Policy%20%20Titan%20Company%20Limited_n.pdf
b) 
The Titan LeAP Centre for skilling through its
combination model of skilling for employment, I. Composition of CSR Committee as of 31st March 2020
employability and entrepreneurship and skilling for the was as under:
differently abled is running to its full capacity. 1. Ms. Ireena Vittal – Chairperson & Independent Director

c) The Grantees of Design Impact Program have made 2. Ms. Hema Ravichandar – Independent Director
significant progress during the penultimate year of the 3. Mr. Pradyumna Vyas – Independent Director
Program.
4. Mr. Arun Roy – Nominee Director of TIDCO
d) Launch of a Mobile Rural Vision Screening Program - a
5. Mr. C K Venkataraman – Managing Director
customised bus that augments the Eye Care Program
to reach out to the hinterlands of Karnataka. II. The average net profits of the Company made in three
All other programs continue as per plans. preceding financial years for the purpose of computation
of CSR expenditure is ` 1,537.67 crore
The year also saw a good amount of engagement in
restoration of water bodies, both in Hosur and Chennai, III. 
Mandated CSR expenditure (2% of II above) is
besides the Veerasandra lake, close to the Company’s ` 30.75 crore
corporate office at Bengaluru is nearing completion.
IV. Details of the amount spent during the financial year:
Based on the broad guidelines and inputs, your Company
presented its long term strategy on CSR that would strive to 1. Total amount spent in the financial year - ` 30.99 crore
reach out to over 1.85 million individuals by the year 2025. 2. Amount unspent - Nil
The reach has been classified into three categories, viz.a)
3. Manner of spending – Refer Annexure A
those that would create a direct or a deep impact (example:
A girl child educated) b) those which are a resultant of V. 
The Board CSR Committee of Titan Company Limited
primary reach (example: A Teacher trained) and c) those hereby declares that the implementation and monitoring
that reach out to individuals for a shorter period (example of the CSR Projects is in compliance with the CSR
screening of the underprivileged for eye care). Objectives and Policy of the Company.

C K Venkataraman Ireena Vittal

Bengaluru Managing Director Chairperson
8th June 2020 Board CSR Committee

Annual Report 2019-20 73

74
Annexure A
Sl CSR Project or activity identified Sector in Projects or programs Amount Amount spent Cumulative Amount spent
No 2a 2b which the 1) Local area or other outlay on the projects Expenditure Direct Through Name of
Programs Key projects and project is 2) Specify the state (Total of programs 1) upto the (` Cr.) implementing implementing
initiatives (Figures in ccovered districts where the Budget Direct Expenditure reporting agency/ partner(s)
brackets indicate direct (Schedule projects or programs was in ` Cr.) on projects or period partner (` Cr.)
beneficiaries) VII undertaken (Broad areas programs 2) (` Cr.)
Reference) given for Titan) Over heads
(Total Overheads
captured in last
row for Titan
(` Cr.)

Annual Report 2019-20

Titan Kanya -
Titan Company Limited

Education for Girl

Child
Academic support in ii Tamil Nadu (TN) - 2.90 2.60 2.60 0.00 2.60 K C Mahindra
Government (Govt.) Krishnagiri Education Trust
Schools & Thiruvannamalai,
UP-Varanasi
Education support for ii Uttarakhand: Dehradun, 2.15 2.24 2.24 0.00 2.24 IIMPACT
disadvantaged Girls Rudrapur, Tehri Garhwal,
Uttarkashi, Prayagraj,
Haridwar, Shahjahanpur
WB: 24 Paraganas &
Murshidabad
UP: Mirzapur, Kheri,
Kanpur
Kanya Sampoorna -
Holistic Education
Early childhood care, i,ii TN - Cuddalore 2.95 2.96 2.96 0.00 2.96 CARE India
School readiness,
augmented education,
Adolescent program,
Education with skilling, capacity
1 special focus on the building
Girl Child
Early childhood care, i,ii Karnataka - Yadgir 1.10 0.91 0.91 0.00 0.91 Kalike
School readiness,
augmented education,
Adolescent program,
skilling, capacity
building
Other Education
support initiatives
Augmenting Education ii TN - Krishnagiri 1.00 0.96 0.96 0.00 0.96 Agastya
- Science education in International
Govt schools Foundation
Titan Scholarship ii TN - Krishnagiri, 0.94 0.63 0.63 0.63 0.00 Direct
program for higher Uttarakhand - Dehradun,
education Pantnagar
Education for Tribal ii Karnataka - Mysore 0.36 0.54 0.54 0.00 0.54 Swami Vivekananda
children as part of TN - Krishnagiri Youth Movement/
affirmative action Sri Ramakrishna
Seva Ashram
Support towards ii TN - Krishnagiri 0.25 0.25 0.25 0.00 0.25 Children’s
creating Civic awareness Movement for Civic
among children Awareness
Sub-Total 11.65 11.08 11.08 0.63 10.45
 Sl CSR Project or activity identified Sector in Projects or programs Amount Amount spent Cumulative Amount spent
No 2a 2b which the 1) Local area or other outlay on the projects Expenditure Direct Through Name of
Programs Key projects and project is 2) Specify the state (Total of programs 1) upto the (` Cr.) implementing implementing
initiatives (Figures in ccovered districts where the Budget Direct Expenditure reporting agency/ partner(s)
brackets indicate direct (Schedule projects or programs was in ` Cr.) on projects or period partner (` Cr.)
beneficiaries) VII undertaken (Broad areas programs 2) (` Cr.)
Reference) given for Titan) Over heads
(Total Overheads
captured in last
row for Titan
(` Cr.)
Employment Led
Skill development
programs
Skilling Center for ii TN - Chennai, 1.93 1.93 1.93 0.00 1.93 Naandi Foundation
general skilling program Kanchipuram, Vellore,
(Chennai) - Titan LeAP Tiruvannamalai &
Coimbatore Districts
Skill Development in ii Karnataka - Bengaluru 0.50 0.24 0.24 0.00 0.24 SAFAL
general skilling program
Teacher Training ii Karnataka - Mysore 0.50 0.39 0.39 0.00 0.39 Swami
Program Vivekananda Youth
Movement
Skill Development in ii TN - Coimbatore 0.17 0.17 0.17 0.00 0.17 SNR Sons
Technical courses Charitable Trust
Vision Technician ii Telangana - Hyderabad 0.46 0.61 0.61 0.00 0.61 Hyderabad Eye
Training Institute (LVPEI)
Corporate Overview

Skill Development in ii AP - Tirupathi 0.00 0.15 0.15 0.00 0.15 Anudip Foundation
general skilling program
Employability Skilling
programs
For Engineering ii Tamil Nadu 0.75 0.81 0.81 0.00 0.81 Naandi Foundation
Skilling & Placement students
of underpriveleged For ITI students ii TN - Chennai & Trichy 0.50 0.30 0.30 0.00 0.30 Naandi Foundation
2
youth in wage/self Skill Development for
employment the disabled
Rehabilitation/ ii Karnataka - Bengaluru & 0.89 1.27 1.27 0.00 1.27 Association of
Skilling/Placement of Belgaum People with
underprivileged disabled Disability
Board’s Report

youth
Teacher Training ii Karnataka - Bengaluru 0.12 0.12 0.12 0.00 0.12 Spastics Society of
Statutory Reports

Program & training for Karnataka

young mothers
Other Skill
Development &
Placement Programs
Skilling and ii TN - Salem, Kolli Hills & 0.45 0.35 0.35 0.00 0.35 Govt. ITI
infrastructure support Karumanthurai
for ITIs
Livelihood and x TN - Thiruvannamalai 0.00 0.20 0.20 0.00 0.20 Reviving Green
entrepreneurship Revolution
development for
women

Annual Report 2019-20

Model Career Center ii 0.25 0.00 0.00 0.00 0.00 Confederation of
for counselling, skilling Indian Industry
Financial Statements

and employment

75
(Chennai, Tamil Nadu)*
Sub Total 6.52 6.54 6.54 0.00 6.54
 Sl CSR Project or activity identified Sector in Projects or programs Amount Amount spent Cumulative Amount spent

76
No 2a 2b which the 1) Local area or other outlay on the projects Expenditure Direct Through Name of
Programs Key projects and project is 2) Specify the state (Total of programs 1) upto the (` Cr.) implementing implementing
initiatives (Figures in ccovered districts where the Budget Direct Expenditure reporting agency/ partner(s)
brackets indicate direct (Schedule projects or programs was in ` Cr.) on projects or period partner (` Cr.)
beneficiaries) VII undertaken (Broad areas programs 2) (` Cr.)
Reference) given for Titan) Over heads
(Total Overheads
captured in last
row for Titan
(` Cr.)
Project Tana Bana - v UP - Varanasi 0.53 0.31 0.31 0.00 0.31 Human Welfare

Annual Report 2019-20

reaching out to create Association
Titan Company Limited

women weavers
Identification, selection, v Kashmir 0.60 0.29 0.29 0.00 0.29 Commitment to
skilling and design Kashmir
interventions for craft
entrepreneurs
Support for Indian
Support to Arts- v PAN India 0.05 0.06 0.06 0.00 0.06 India Foundation
3 Arts Crafts and
Supporting Art Research of Arts
heritage
engagement over long
term through providing
grants
Marketing Platform/ v Karnataka - Shimoga 0.36 0.33 0.33 0.00 0.33 Kavi Kavya Trust
New Craft projects
ACH PLATFORM PLUS v Karnataka 0.50 0.00 0.00 0.00 0.00 –
NEW CLUSTERS*
Sub Total 2.04 0.98 0.98 0.00 0.98
4 Program Grant Disbursement and i, ii & iv Pan India 4.40 2.50 2.50 0.00 2.50 Foundation
recognizing design project management for Innovation
thinking in product and Social
design that enable Entrepreneurship
social change. (FISE)
Sub Total 4.40 2.50 2.50 0.00 2.50
 Sl CSR Project or activity identified Sector in Projects or programs Amount Amount spent Cumulative Amount spent
No 2a 2b which the 1) Local area or other outlay on the projects Expenditure Direct Through Name of
Programs Key projects and project is 2) Specify the state (Total of programs 1) upto the (` Cr.) implementing implementing
initiatives (Figures in ccovered districts where the Budget Direct Expenditure reporting agency/ partner(s)
brackets indicate direct (Schedule projects or programs was in ` Cr.) on projects or period partner (` Cr.)
beneficiaries) VII undertaken (Broad areas programs 2) (` Cr.)
Reference) given for Titan) Over heads
(Total Overheads
captured in last
row for Titan
(` Cr.)
Restoration of water
bodies, sanitation
and livelihood
programs
Integrated Village i,ii,iv Uttarakhand - Tehri 0.81 0.80 0.80 0.00 0.80 Himmotthan
Development Program Garhwal Society
Watershed Program i,ii,iv 0.60 0.70 0.70 0.00 0.70
Watershed programs for i,ii,iv TN - Cuddalore 0.60 0.76 0.76 0.00 0.76 NABARD/National
livelihood Agro Foundation/
CII
Health care support
Happy Eyes Program - i Karnataka - Raichur, 0.60 0.94 0.94 0.00 0.94 - Kanchi Kamakoti
Comprehensive Eye care Yadgir, Gulbarga, Medical Trust
including support to Mandya, Chamrajnagar, - Sankara Eye
Cataract and glasses for Bangalore rural/urban Foundation
under privileged Tamilnadu - Coimbatore - Yugrishi Shriram
Bihar - Mastichak Sharma Acharya
Corporate Overview

Responsible
5 Charitable Trust -
citizenship
Akhand Jyoti Eye
Hospitals
Others
Prevention of Substance ii Sikkim - Sikkim 0.50 0.50 0.50 0.00 0.50 Sikkim Against
abuse among youth in Addiction Towards
schools Healthy India
(SAATHI)
Technology Incubation: ix Tamil Nadu 0.00 0.50 0.50 0.00 0.50 IIT Madras
Incubating companies
in the space of chosen
Board’s Report

areas through institutes

of repute
Statutory Reports

Odisha flood xii Odisha 0.00 2.00 2.00 0.00 2.00 Tata Community
Rehabilitation Initiatives Trust
One time support, i,ii,iii,iv, xii Locations where Titan 2.68 3.19 3.19 3.19 Various NGOs and
Volunteering, Disaster facilities are present Direct
Relief & Regional Spend
Sub Total 5.79 9.39 9.39 3.19 6.20
6 Overheads 1.60 0.49 0.49 0.49 0.00
Grand Total 32.00 30.99 30.99 4.31 26.68
Note:
* Amounts for Model Career Cener and ACH Platform were budgeted, but could not be spent because of the commitment that the Company made towards the Odisha Cyclone Relief and
Rehabilitation

Annual Report 2019-20

Financial Statements

77
Titan Company Limited

Annexure-III
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]

I. Registration and Other Details:

i) CIN L74999TZ1984PLC001456
ii) Registration Date 26.07.1984
iii) Name of the Company TITAN COMPANY LIMITED
iv) Category/Sub Category of the Company Public Company/Limited by shares
v) Address of the Registered office and contact 3, SIPCOT Industrial Complex, Hosur - 635 126, Tamil Nadu, India.
details Tel- 4344-664199 Fax-4344-276037
e-mail: investor@[Link]
vi) Whether listed company (Yes/No) Yes. Listed on BSE Limited and National Stock Exchange of India
Limited
vii) Name, Address and Contact details of Registrar TSR Darashaw Consultants Private Limited,
and Transfer Agent, if any 6-10, Haji Moosa Patrawala Industrial Estate,20, Dr. E Moses Road,
Mahalaxmi, Mumbai- 400 011, Maharashtra, India.
Tel- 22 6656 8484 Fax-22 6656 8494
Email id: csg-unit@[Link]

II. Principal Business Activities of the Company

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

Sl. Name and Description of main products/services NIC Code of the % to total turnover
No. Product/service of the company
i) Watches 2652 12.98
ii) Jewellery 3211 83.04
iii) Others 3.98
TOTAL 100.00

III. Particulars of Holding, Subsidiary and Associate Companies

Sl. Name and Address of the Company CIN/GLN Holding/ % of Applicable
No. Subsidiary/ shares Section
Associate held
i) Favre Leuba AG, Zug, Switzerland Foreign Company Subsidiary 100% 2(87)
ii) Titan Watch Company Limited, Hong Kong Foreign Company Subsidiary 100% 2(87)
iii) Titan Engineering & Automation Limited U33111TZ2015PLC021232 Subsidiary 100% 2(87)
Unit-II, No.141, S. Muduganapalli Village,
Denkanikottai Road,
Hosur Krishnagiri- 635110, Tamil Nadu, India
iv) Green Infra Wind Power Theni Limited U40105DL2011PLC274929 Associate 26.79% 2(6)
No. 29, Haddows Road, Chennai – Tamil Company
Nadu,India.

78 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

Sl. Name and Address of the Company CIN/GLN Holding/ % of Applicable

No. Subsidiary/ shares Section
Associate held
v) Montblanc India Retail Private Limited U52390KA2014PTC074786 Joint Venture 49% 2(6)
“INTEGRITY”, No. 193, Veerasandra,
Electronics City P.O., Off Hosur Main Road
Bengaluru - 560 100
vi) CaratLane Trading Private Limited U52393TN2007PTC064830 Subsidiary 72.3% 2(87)
2nd, 3rd & 4th Floor, #32, Rutland Gate,
2nd Street, Khader Nawaz Khan Road,
Nungambakkam, Chennai- 600 006.
vii) Titan Holdings International FZCO, Dubai Foreign Company Subsidiary 100 2(87)
viii) Titan Global Retail LLC, Dubai Foreign Company Step-down 99.6% 2(87)
Subsidiary

IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
1st April 2019 31st March 2020 Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
A. Promoters
(1) Indian
a) Individual/HUF - - - - - - - - -
b) Central Govt/State 24,74,76,720 - 24,74,76,720 27.88 24,74,76,720 - 24,74,76,720 27.88 -
Govt(s)
c) Bodies Corp. 22,22,25,200 - 22,22,25,200 25.03 22,22,25,200 - 22,22,25,200 25.03 -
d) Banks/FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A)(1) 46,97,01,920 - 46,97,01,920 52.91 46,97,01,920 - 46,97,01,920 52.91 -
(2) Foreign
(a) NRIs – Individuals - - - - - - - - -
(b) Other – Individuals - - - - - - - - -
(c) Bodies Corp. - - - - - - - - -
(d) Banks/FI - - - - - - - - -
(e) Any other…. - - - - - - - - -
Sub-total(A)(2) - - - - - - - - -
Total shareholding 46,97,01,920 - 46,97,01,920 52.91 46,97,01,920 - 46,97,01,920 52.91 -
of Promoter
(A) = (A)(1)+(A)(2)

Annual Report 2019-20 79

Titan Company Limited

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
1st April 2019 31st March 2020 Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
B. Public Shareholding
1. Institutions - - - - - - - - -
a) Mutual Funds 4,60,53,962 25,200 4,60,79,162 5.19 5,02,35,917 25,200 5,02,61,117 5.66 0.47
b) Banks/FI 4,72,058 16,150 4,88,208 0.05 6,42,561 1,52,280 7,94,841 0.09 0.03
c) Central Govt/State 15,16,035 - 15,16,035 0.17 20,01,682 - 20,01,682 0.23 0.05
Govt(s)
d) Venture Capital Funds - - - - - - - - -
e) Insurance Companies 1,59,86,528 - 1,59,86,528 1.80 4,20,51,259 - 4,20,51,259 4.74 2.94
f) FIIs 1,39,317 16,000 1,55,317 0.02 69,998 12,000 81,998 0.01 -0.01
g) F oreign Venture Capital - - - - - - - - -
Funds
h) Others (specify) Foreign 17,06,10,555 - 17,06,10,555 19.22 15,73,68,983 - 15,73,68,983 17.73 -1.49
Portfolio Investors
(Corporate)

i) Others (specify) 15,36,291 - 15,36,291 0.17 35,83,567 - 35,83,567 0.40 0.23

Alternate Investment
Fund (Corporate)
Sub-total (B)(1) 23,63,14,746 57,350 23,63,72,096 26.62 25,59,53,967 1,89,480 25,61,43,447 28.85 2.23
2. Non-Institutions
a) Bodies Corp. 2,40,04,573 64,060 2,40,68,633 2.71 1,22,68,630 59,440 1,23,28,070 1.39 -1.32
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual 7,34,80,748 1,16,44,833 8,51,25,581 9.59 7,92,38,777 93,35,369 8,85,74,146 9.98 0.39
 shareholders holding
nominal share
capital upto ` 1 lakh
ii) Individual 7,12,24,115 6,99,400 7,19,23,515 8.10 5,87,07,673 5,92,600 5,93,00,273 6.68 -1.42
 shareholders holding
nominal share
capital in excess of
` 1 lakh
c) Others (specify)
1) Trusts 5,85,415 - 5,85,415 0.07 17,29,304 - 17,29,304 0.19 0.13
2) OCB 9,000 - 9,000 0.00 9,000 - 9,000 0.00 -
Sub-Total(B)(2) 16,93,03,851 1,24,08,293 18,17,12,144 20.47 15,19,53,384 99,87,409 16,19,40,793 18.24 -2.23
Total Public Shareholding 40,56,18,597 1,24,65,643 41,80,84,240 47.09 40,79,07,351 1,01,76,889 41,80,84,240 47.09 -
(B)=(B)(1)+ (B)(2)
C. Shares held by - - - - - - - - -
Custodian for GDRs
& ADRs
Grand Total (A+B+C) 87,53,20,517 1,24,65,643 88,77,86,160 100.00 87,76,09,271 1,01,76,889 88,77,86,160 100.00 0.00

80 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

(ii) Shareholding of Promoters

Sl. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year %
No. 1st April 2019 31st March 2020 change
No. of Shares % of total % of Shares No. of % of total % of Shares in share
Shares Pledged/ Shares Shares Pledged/ holding
of the encumbered of the encumbered during
company to total shares company to total the year
shares
1 TAMILNADU INDUSTRIAL 24,74,76,720 27.88 0.00 24,74,76,720 27.88 0.00 0.00
DEVELOPMENT CORPORATION
LTD
2 TATA SONS Private LIMITED 18,50,58,900 20.84 0.00 18,50,58,900 20.84 0.00 0.00
3 TATA INVESTMENT 1,78,75,640 2.01 0.00 1,78,75,640 2.01 0.00 0.00
CORPORATION LTD
4 TATA CHEMICALS LIMITED 1,38,26,180 1.56 0.00 1,38,26,180 1.56 0.00 0.00
5 EWART INVESTMENTS LIMITED 49,64,480 0.56 0.00 49,64,480 0.56 0.00 0.00
6 PIEM HOTELS LIMITED 5,00,000 0.06 0.00 5,00,000 0.06 0.00 0.00
46,97,01,920 52.91 0.00 46,97,01,920 52.91 0.00 0.00

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No Name Date Reason Shareholding at the Cumulative Shareholding
beginning of the year during the year
No Change

(iv) Shareholding Pattern of top ten Shareholders:

(other than Directors, Promoters and holders of GDRs and ADRs):

Sl. Top 10 shareholder* No of shares as on No of shares as on Net Changes % to Capital

No 31.03.2020 31.03.2019

1 Jhunjhunwala Rakesh Radheshyam 4,05,10,395 5,07,75,645 -1,02,65,250 4.56

2 Life Insurance Corporation of India Profit Plus Growth Fund 2,01,98,921 59,92,946 1,42,05,975 2.28
3 Jhunjhunwala Rekha Rakesh 97,40,575 1,16,75,575 -19,35,000 1.10
4 Sbi - Various Mutual Funds 97,07,260 64,19,347 32,87,913 1.09
5 Matthews Pacific Tiger Fund 90,15,327 90,15,327 0 1.02
6 United Nations for and on behalf of the United Nations 69,22,398 50,56,092 18,66,306 0.78
Joint Staff Pension Fund
7 Government of Singapore-E 68,76,302 63,11,894 5,64,408 0.77
8 Icici Prudential Life Insurance Company Ltd 61,11,502 65,73,011 -4,61,509 0.69
9 Uti Nifty Index Fund 58,15,441 44,29,112 13,86,329 0.66
10 Icici Prudential - Various Mutual Funds 57,28,076 81,02,953 -23,74,877 0.65

* The shares of the Company are traded on daily basis and hence the date-wise increase/decrease in shareholding is not indicated. Shareholding
is consolidated based on Permanent Account Number (PAN) of the shareholder.

Annual Report 2019-20 81

Titan Company Limited

(v) Shareholding of Directors and Key Managerial Personnel:

Sl For each of the Directors and KMP Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of shares % of total shares No. of shares % of total shares
of the company of the company

1 Mr. N N Tata
At the beginning of the year 46,900 0.0052 46,900 0.0052
Date wise Increase/Decrease in Shareholding during the year 0 0 0 0
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity, etc):
At the End of the year 46,900 0.0052 46,900 0.0052
2 Mr. Harish Bhat**
At the beginning of the year 80,000 0.0090 NA NA
Date wise Increase/Decrease in Shareholding during the year 0 0 NA NA
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity, etc):
At the End of the year 80,000 0.0090 NA NA
3 Mr. T K Balaji**
At the beginning of the year 5,61,000 0.0631 NA NA
Date wise Increase/Decrease in Shareholding during the year 0 0 NA NA
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity, etc):
At the End of the year 5,61,000 0.0631 NA NA
4 Mr. Bhaskar Bhat*** NA NA
At the beginning of the year 80,960 0.0091 80,960 0.0091
Date wise Increase/Decrease in Shareholding during the year 0 0 0 0
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity, etc):
At the End of the year 80,960 0.0091 80,960 0.0091
5 Mr. C K Venkataraman*
At the beginning of the year 14,000 0.0015 14,000 0.0015
Date wise Increase/Decrease in Shareholding during the year
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity, etc):
At the End of the year 14,000 0.0015 14,000 0.0015
6 Ms. Kakarla Usha*
At the beginning of the year 50 0.0000 50 0.0000
Date wise Increase/Decrease in Shareholding during the year
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity, etc):
At the End of the year 50 0.0000 50 0.0000
5 Mr. Dinesh Shetty
At the beginning of the year 10 0.0000 10 0.0000
Date wise Increase/Decrease in Shareholding during the year 0 0 0 0
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity, etc):
At the End of the year 10 0.0000 10 0.0000

* Appointed during the year

** Resigned during the year
*** MD upto 30th September 2019 and NED from 1st October 2019.

82 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment - Nil

VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(` in crore)
Sl. No. Particulars of Remuneration Mr. Bhaskar Bhat* Mr. C K Venkataraman**
1 Gross salary
(a) Salary as per provisions contained in section 17(1) 3.13 1.43
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.10 0.08
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission 3.00* 1.95**
- as % of profit
- others, specify…………
5 Others, please specify -
Total (A) 6.23 3.60
Ceiling as per the Act 105.89
* S uperannuated from the services of the Company on 30th September 2019. Proposed commission amount payable during the year
2020-21 pertaining to the year 2019-20.
** Appointed as Managing Director of the Company with effect from 1st October 2019. Proposed commission amount payable during the
year 2020-21 pertaining to the year 2019-20.

B. Remuneration to other Directors: (`)

S. Particulars of Remuneration Fee for attending Commission Total Amount
No. board/committee
meetings
1 Independent Directors
Mr. T K Balaji 1,90,000 14,66,667 16,56,667
Ms. Hema Ravichandar 5,30,000 69,45,833 74,75,833
Ms. Ireena Vittal 6,00,000 61,66,667 67,66,667
Mr. Ashwani Puri 5,80,000 53,00,000 58,80,000
Mr. B Santhanam 5,80,000 42,41,666 48,21,666
Mr. Pradyumna Rameshchandra Vyas 3,30,000 25,58,333 28,88,333
Dr. Mohanasankar Sivaprakasam 2,80,000 21,83,334 24,63,334
Total (1) 30,90,000 2,88,62,500 3,19,52,500
2 Other Non-Executive Directors
Mr. N Muruganandam (nominated by TIDCO) 50,000 32,00,000 32,50,000
Mr. Ramesh Chand Meena (nominated by TIDCO) 1,80,000 17,50,000 19,30,000
Mr. Arun Roy (nominated by TIDCO) 90,000 34,00,000 34,90,000
Ms. Kakarla Usha (nominated by TIDCO) 50,000 750,000 8,00,000
Mr. N N Tata (nominated by Tata Sons Private Limited) 4,20,000 - 31,20,000
Mr. Harish Bhat (nominated by Tata Sons Private Limited) 3,30,000 - 31,55,000
Mr. Bhaskar Bhat* (nominated by Tata Sons Private Limited) 2,00,000 18,75,000 20,75,000
Total (2) 13,20,000 1,65,00,000 1,78,20,000
Total Managerial Remuneration 44,10,000 3,98,37,500 4,42,47,500
Ceiling as per the Act (` crore) 21.18
* for the period 1st October 2019 to 31st March 2020

Annual Report 2019-20 83

Titan Company Limited

C. Remuneration to Key Managerial Personnel other than Managing Director/Manager/Whole-time Director

(` in crore)
[Link]. Particulars of Remuneration Key Managerial Personnel
Company Secretary CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax 1.14 3.48 4.62
Act, 1961
(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961 0.03 0.13 0.16
(c) Profits in lieu of salary under section 17(3) of Income-tax Act, 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit
- others, specify…
5 Others, Allowances - - -
Total 1.17 3.61 4.78

VII. Penalties/Punishment/Compounding of Offences:

There were no penalties, punishment or compounding of offences during the year ended 31st March 2020.

84 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

Annexure-IV
Dividend Distribution Policy

Scope and Purpose External Factors:

The Securities and Exchange Board of India (SEBI) on 8th July The Board of Directors of the Company would consider the
2016 has notified the SEBI (Listing Obligations and Disclosure following external factors before declaring or recommending
Requirements) (Second Amendment) Regulations, 2016 dividend to shareholders:
(Regulations). Vide these Regulations, SEBI has inserted
• 
Prevailing legal requirements, regulatory conditions or
Regulation 43A after Regulation 43 of SEBI (LODR) Regulations,
restrictions laid down under the applicable laws including
2015, which requires the Company to frame and adopt a
tax laws;
Dividend Distribution Policy, which shall be disclosed in its
Annual Report and on its website. Accordingly, this Dividend • Dividend pay-out ratios of companies in the same industry.
Distribution Policy has been adopted by the Company.
Circumstances under which the shareholders may or may not
Objective expect Dividend:
The objective of this Policy is to ensure the right balance
between the quantum of Dividend paid and amount of profits The shareholders of the Company may not expect Dividend
retained in the business for various purposes. Towards this end, under the following circumstances:
the Policy lays down parameters to be considered by the Board • 
Whenever it undertakes or proposes to undertake a
of Directors of the Company for declaration of Dividend from significant expansion project requiring higher allocation of
time to time.; capital, if any;

Effective Date • Significantly higher working capital requirements adversely

The Policy shall become effective from the date of its adoption impacting free cash flow;
by the Board i.e. 4th November, 2016. • Whenever it undertakes any acquisitions or joint ventures
requiring significant allocation of capital;
Key Parameters to be Considered while Declaring
the Dividend • Whenever it proposes to utilise surplus cash for buy-back
In line with the objective stated above, the Board of Directors of securities; or
of the Company shall consider the following parameters for • In the event of inadequacy of profits or whenever the
declaration of Dividend: Company has incurred losses.

Financial Parameters/Internal Factors : Utilization of retained earnings:

The Board of Directors of the Company would consider The Company may declare dividend out of the profits of the
the following financial parameters before declaring or Company for the year or out of the profits for any previous year
recommending dividend to shareholders: or years or out of the free reserves available for distribution of
• Consolidated net operating profit after tax; Dividend, after having due regard to the parameters laid down
in this Policy.
• Working capital requirements;
• Capital expenditure requirements; Parameters adopted with regard to various classes of
shares:
• 
Resources required to fund acquisitions and/or new Presently, the Authorised Share Capital of the Company is
businesses divided into equity share of Re. 1 each and Preference shares of
• Cash flow required to meet contingencies; ` 10 each. At present, the issued and paid-up share capital of
the Company comprises only of equity shares.
• Outstanding borrowings;
• Past Dividend Trends

Annual Report 2019-20 85

Titan Company Limited

The Company shall first declare dividend on outstanding Disclosure:

preference shares, if any, at the rate of dividend fixed at the The Company shall make appropriate disclosures as required
time of issue of preference shares and thereafter, the dividend under the SEBI Regulations.
would be declared on equity shares.
General:
As and when the Company issues other kind of shares, the This Policy would be subject to revision/amendment in
Board of Directors may suitably amend this Policy. accordance with the guidelines as may be issued by Ministry of
Corporate Affairs, Securities Exchange Board of India or such
Procedure: other regulatory authority as may be authorized, from time to
The agenda of the Board of Directors where Dividend time, on the subject matter.
declaration or recommendation is proposed shall contain the
rationale of the proposal. The Company reserves its right to alter, modify, add, delete or
amend any of the provisions of this Policy.
Pursuant to the provisions of applicable laws and this Policy,
interim Dividend approved by the Board of Directors will be In case of any amendment(s), clarification(s), circular(s) etc.
confirmed by the shareholders and final Dividend, if any, issued by the relevant authorities, not being consistent with the
recommended by the Board of Directors, will be subject to provisions laid down under this Policy, then such amendment(s),
shareholders approval, at the ensuing Annual General Meeting clarification(s), circular(s) etc. shall prevail upon the provisions
of the Company. hereunder and this Policy shall stand amended accordingly
from the effective date as laid down under such amendment(s),
The Company shall ensure compliance of provisions of clarification(s), circular(s) etc.
Applicable Laws and this Policy in relation to Dividend declared
by the Company.

86 Annual Report 2019-20

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Board’s Report

Annexure-V
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Sub Section (1) of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
For the Financial Year Ended 31st March 2020

To,
The Members
Titan Company Limited
3, SIPCOT Industrial Complex
Hosur - 635126

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Titan Company Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other Records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the financial year ended on 31st
March 2020 (the audit period) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company during
the audit period according to the provisions of:
(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment and Overseas Direct Investment. There was no External Commercial Borrowing by the Company during the period
under review;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to
the Company during the Audit Period);
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the
Company during the Audit Period);
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company
during the Audit Period); and
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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Titan Company Limited

(vi) Other Laws Applicable to the Company namely:

a. Industries (Development & Regulation) Act, 1951
b. The Factories Act, 1948
c. The Employment Exchanges (Compulsory notification of Vacancies) Act, 1959
d. The Apprentices Act, 1961
e. The Employees Provident Fund & Miscellaneous Provisions Act, 1952
f. The Employees State Insurance Act, 1948
g. The Workmen’s Compensation Act, 1923
h. The Maternity Benefits Act, 1961
i. The Payment of Gratuity Act, 1972
j. The Payment of Bonus Act, 1965
k. The Industrial Disputes Act, 1947
l. The Trade Unions Act, 1926
m. The Payment of Wages Act, 1936
n. The Minimum Wages Act, 1948
o. The Child Labour (Regulation & Abolition) Act, 1970
p. The Contract Labour (Regulation & Abolition) Act, 1970
q. The Industrial Employment (Standing Orders) Act, 1946
r. Equal Remuneration Act, 1976
s. Inter-State Migrant Workmen (Regulation of Employment and Conditions of Services) Act, 1979
t. The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
u. Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation) Act, 1996
v. Prohibition of Employment as Manual Scavengers and their Rehabilitation Act, 2013
w. Dangerous Machines (Regulation) Act, 1983
x. Indian Boilers Act, 1923
y. The Karnataka Shops & Establishments Act, 1961
z. The Industrial Establishments (National and Festival Holidays) Act, 1963
aa. The Labour Welfare Fund Act, 1965
bb. The Karnataka Daily Wage Employees Welfare Act, 2012
cc. The Environment Protection Act, 1986
dd. The Water (Prevention & Control of Pollution) Act, 1974
ee. The Water (Prevention & Control of Pollution) Cess Act, 1977
ff. The Air (Prevention & Control of Pollution) Act, 1981
gg. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008.
hh. Manufacture, Storage and import of Hazardous Chemicals Rules, 1989
ii. The Karnataka Ground Water (Regulation for Protection of Sources of Drinking Water) Act, 1999
jj. The Competition Act, 2002
kk. The Indian Contract Act, 1872
ll. The Sales of Goods Act, 1930
mm. The Forward Contracts (Regulation) Act, 1952
nn. The Indian Stamp Act, 1899

88 Annual Report 2019-20

 Corporate Overview Statutory Reports Financial Statements
Board’s Report

oo. The Transfer of Property Act, 1882

pp. Indian Explosives Act, 1884
qq. Legal Metrology Act, 2009
rr. Electricity Act, 2003
ss. Information Technology Act, 2000

We have been informed by the Company that there is no law specifically applicable to the Company.

We have also examined compliance with the applicable clauses of the following:
a. Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meeting.
b. Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards
etc., mentioned above.

We have not examined compliance with applicable Financial Laws, like Direct and Indirect Tax Laws, since the same have been
subject to review by statutory financial audit and other designated professionals.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous, and
no dissenting views have been recorded.

Based on the review of systems and processes adopted by the Company and the Statutory Compliance self-certification by the
Managing Director of the Company which was taken on record by the Board of Directors, there are adequate systems and processes
in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines as per the list of such laws as mentioned above in Point No. vi of para 3 of this report.

The following events/actions were having a major bearing on the company’s affairs in pursuance of the above referred laws, rules,
regulations, guidelines etc., during the audit period:
a. During the year under review Board has appointed Mr. C. K. Venkataraman as Managing Director at its meeting held on
6th August 2019 and the appointment is effective from 1st October 2019.
b. During the year under review the Board has given approval for inviting and accepting deposits up to the limits of `  61,694.78
lakh from the members and up to the limit of ` 1,54,236.94 lakh from the public including amounts already held as such in
the respective categories under Jewellery Purchase Scheme.

For V. SREEDHARAN & ASSOCIATES

(Pradeep B. Kulkarni)
Partner
Place: Bengaluru FCS: 7260; CP No. 7835
Date: 8th June 2020 UDIN: F007260B000326117

Annual Report 2019-20 89