About
Titan Company Ltd
Titan Company Ltd is the world's fifth largest wrist watch manufacturer and India's leading producer of watches. The Company is engaged in manufacturing and sale of Watches, Jewellery, Precision Engineering, Eyewear and Other accessories and products. They produce watches under the brand name 'Titan, Fastrack, Sonata, Nebula, RAGA, Regalia, Octane & Xylys'.
Titan Company established leading positions in the Jewellery, Watches and EyeCare categories led by trusted brands and superior customer experience. It has diversified into Wearables, Indian Dress Wear and Fragrances & Fashion Accessories as well. They manufacture precious jewellery under the Tanishq brand name.
As on 31 December 2020, Titan's retail chain (including CaratLane) stands at 1,854 stores, with a retail area crossing 2.4 million sq.ft. for all its brands covering 292 towns.
The Company is structured into four verticals namely Watches and wearables, Jewellery, Eyewear and Others where 'Others' include Accessones, Fragrances and Indian dress wear. Accordingly, the Company has presented its segment results under these business segments.
Titan Industries Limited, incorporated in year 1984, launched its operations as a joint venture between the esteemed Tata Group and the Tamil Nadu Industrial Development Corporation (TIDCO). The Company commenced their business in the year 1986. It set up an integrated watch manufacturing facility at Hosur in Tamil Nadu in the year 1987 with initial technical know-how from Europe and Japan. In October 1992, they came with a right issue to the part of finance for its expansion programmes. In the year 1995, they diversified into Jewellery under the brand name of Tanishq to capitalize on a fragmented market operating with no brands in urban cities. Apart from the domestic market, the company started the manufacturing of watches for several prestigious international brands during the year 1997.
In the year 1998, the company launched the second watch brand, Sonata. In the year 2003, the company leveraged their manufacturing competencies and branched into Precision Engineering Products and Machine Building. They diversified into fashion Eyewear by launching Fastrack Eye-Gear sunglasses, as well as Prescription Eyewear. The company's Precision Engineering Division supplies precision components and also manufactures dashboard clocks as OEM to car manufacturers in Europe and America. The division also provides fully integrated Automation solutions.
During the year 2004-05, the company launched two brands namely Fastrack sunglasses and Tommy Hilfiger Watches. They entered into the fragrance business through launch of Evolve and these are available in UAE, OMAN and Bahrain. During the year, the company set up a new watch assembly unit at Baddi Himachal Pradesh with an assembly capacity of 2 million watches per annum. In the year 2005, the company launched their second Jewellery brand under the name of Gold Plus aimed at the mass market and for capitalizing on the opportunity in small towns and rural India.
During the year 2005-06, the company merged their Retailing team and Customer Service and rechristened as the Retailing Services Group. They launched XYLYS, a new brand in the fast growing premium 'Swiss Made' market segment. The brand was launched in Mumbai, Delhi, Bangalore and Hyderabad. In the next year, they expanded their footprints to 11 towns of the country.
In January 2008, the company launched their all-new collection of chronograph, multifunction and retrograde watches with international styling, Octane from Titan. The collection embodies speed, energy and power. Also, they made a tie-up with Sankara Nethralaya for a technical collaboration for training optical store personnel for Titan Eye+, the optical division of the company. In April 2008, they set up large World of Titan showroom in Lahore, a Titan exclusive store in Karachi. In June 2008, they made partnership with the World Wildlife Fund (WWF-India) to spread awareness about some of the most endangered species in India through a collection of uniquely designed Titan watches.
During the year 2008-09, the company entered the US Jewellery market with the opening of two Tanishq Stores, one each at Chicago and New Jersey. They expanded their retail network by adding 135 new stores (1,78,235 sq.ft.) across watches, jewellery and eyewear businesses. As per the scheme of amalgamation, three domestic subsidiary companies, namely Samrat Holdings Ltd, Questar Investments Ltd and Titan Holdings Ltd were amalgamated with the company with effect from April 1, 2007.
During the year 2009-10, the company expanded their retail network with a net addition of 52 stores (81,267sq.ft.) across Watches, Jewellery and Eyewear businesses. They added one more Tanishq Boutique Retail Chain, which was the first of its Large Format Store strategy set for the Brand. This store spans across 20,000 sq.ft on Usman Road, Chennai, considered to be the hub of Jewellery buying in South India. Also, Gold Plus closed one of its stores in Bheemavaram in view of its low market potential. Eyewear expanded its retail chain to 82 stores.
In March 29, 2010, the company established one more assembly unit at an excise duty free zone in Uttarakhand State, with a production capacity of 5.0 million watches per annum having-a total built up area of 4,500 sq mtrs.
During the year 2010-11, the company expanded their retail network with a net addition of 122 stores (724503 sq.ft.) across Watches, Jewellery and Eyewear businesses. They also entered into the South African market with the launch of their products. Their 'World of Titan' network grew to 311 stores by the end of the financial year 2010-11. They launched two flagship stores, in Mumbai and Delhi.
During the year, the company launched collection of watches, such as Purple by Titan, an offering of fashion watches; Raga Aqua, a new collection whose evocative designs were inspired by the oceans and seas; Tycoon by Titan, a new collection of gold look watches; and new products in the automatic watches range, which cater to premium consumers.
In January 2012, as per the scheme of amalgamation, Tanishq (India) Ltd was amalgamated with the company. In March 29, 2012, the company commenced commercial production in their new integrated state of art Jewellery Unit set up in the excise free zone in Pantnagar, Uttarakand. The new Pantnagar Unit has been commissioned at an approximate cost of Rs. 15 crore for the manufacture of studded jewellery and is estimated to achieve a turnover of Rs. 250 crore during the financial year 2012-13.
In 2012, the company won a total of 3 awards at the ET retail awards which was held in Mumbai on the 18th of January 2012. The company also Won 2 awards at the 12th edition of Images fashion awards night. The company has been certified to ' OHSAS 18001: 2007 ' Management Systems. The company was selected unanimously by the jury as the Best Governed Company 2012 by Asian Centre for Corporate Governance & Sustainability. The company won the Client of the Year award at the Campaign India Digital Media Awards 2012.
In 2013, the company's name was changed from Titan Industries Ltd. to Titan Company Ltd. On 16 December 2013, Titan Company announced the opening its 1000th retail store in Bangalore. With this, Titan became the first Indian specialty retailer to open 1,000 stores in seven varied formats under watches, jewellery and eyewear categories.
In 2014, the Company entered into a Joint Venture agreement with Montblanc Services B.V. Netherlands for establishing operations in India for carrying on single brand retail trade. Titan Company Ltd which is engaged in manufacturing of watches/accessories, jewelry, precision engineering and eyewear stated that their jewellery division has launched first Karigar centre for jewellery manufacturing in Hosur.
In 2015, the company added one more feather to its Manufacturing Excellence and Commenced World Class Stainless Steel Case production in Coimbatore.
On 23 November 2015, Titan announced that it has joined forces with HP Inc., one of the world's leading information technology companies, to launch a range of smart watches in India and select international markets.
On 3 December 2015, Titan announced that its joint venture with Montblanc Services B.V, Netherlands has commenced operations. Montblanc Services B.V holds majority 51% stake in the joint venture company and Titan holds a 49% stake. The joint venture company was formed for carrying on the business of single brand retail trading of Montblanc products in India.
On 10 December 2015, Titan announced that the Reserve Bank of India has permitted FIIs/RFPIs to invest up to 35% of the paid-up capital of the company under portfolio investment scheme.
The Board of Directors of Titan Company at its meeting held on 6 May 2016 approved the acquisition of a majority stake in Carat Lane Trading Pvt. Ltd. (Carat Lane) subject to due diligence. Carat Lane was incorporated on 20 September 2007 and is a leading online jewellery brand and sells its products through its website Caratlane.com. The company has also developed omni-channel capabilities and has currently 13 stores across the country with plans to ramp up the retail stores significantly in the future. On 14 July 2016, Titan announced signing of Share Purchase Agreement for acquiring about 62% stake in Carat Lane Trading Pvt. Ltd for a cash consideration of Rs 357.24 crore. Carat Lane clocked revenue of Rs 141 crore for the financial year ended 31 March 2016. In August 2016, Titan completed the acquisition of about 62% stake in Carat Lane.
On 12 October 2016, Titan Company announced that the company has since inception been exploring opportunities in personal lifestyle categories. One such category is special occasion ethnic wear for women which will now be piloted for understanding consumer attitudes and preferences. The pilot, which may include setting up a few stores, is expected to last about 12 months at the end of which the company will take a decision on the future course of action.
On 16 January 2017, Titan Company announced that it has decided to consolidate its portfolio by migrating the Gold Plus network to become a part of the Tanishq network. Titan said that customers in the larger cities of South India have evolved in their tastes and aspirations and Titan's main jewellery brand Tanishq has kept pace with them. Given that evolution of the customers and Tanishq as well as the need to focus all energies and resources in today's circumstances, Titan Company has decided to consolidate its portfolio by migrating the Gold Plus network to become part of the Tanishq network. Titan had launched its second jewellery brand Gold Plus in 2005 for small-town South India, to better cater to the needs of the more traditional requirements of those customers.
On 20 February 2017, Titan Company informed the stock exchanges that the High Court of Madras has sanctioned the Scheme of Arrangement between Titan Company Limited and Titan Engineering & Automation Limited for transfer of Precision Engineering Business Undertaking of the Titan Company Limited to Titan Engineering & Automation Limited, a wholly-owned subsidiary of Titan Company, in terms of an order passed on 12 December 2016.
During the year 2016-17, Titan's eyewear division added 95 new stores. Also during the year, the company announced the introduction of 30 minute delivery of spectacles. The company purchased land during the year to set up frame manufacturing. In the watches segment, the company ventured into smart watch category, launching 4 smart products (Juxt, Juxt Pro, Sonata Act, Fastrack Activity Tracker Band) to rave reviews.
As on 31 March 2018, the company has one joint venture, one associate and 5 subsidiary companies under its roof.
Titan featured as one of the top 10 Innovative Company Brands at Bengaluru Brand Summit & Hot Brands 2018. Titan won 7 awards for excellence in communications at the Brand & Corporate Communicators Meet 2017. Titan won the first prize at the 7th Innovation Practitioners Summit organised by AIMA for the Lens Analyser Project. Titan won the first prize under innovation category at the 29th Qimpro Qualtech Award 2017 for the Lens Analyser Project. The World of Titan won the Best Customer Experience Program in the Retail Sector at Customer Fest 2018. Favre Leuba's Raider Bivouac 9000 won the Watchstars New Star award for the best new watch in 2018. Tanishq Lean Retailing awarded with ET Now global award for Retail Excellence.
As on 31 March 2018, the Company had 1,480 stores, with over 1.9 million square feet of retail space delivering a retail turnover of over Rs 15,656 crore.
As on 31 March 2019, the company has one joint venture, one associate and 4 subsidiary companies under its roof.
During the FY2019, the company spent towards Capital Expenditure amounting to Rs 1095 crore.
During the fiscal 2019, the Group increased its stake in one of its subsidiaries i.e., Carat Lane Trading Private Limited by 3.08%, increasing the total ownership to 69.47%. The increase in percentage holding is on account of private placement of shares done by Carat Lane Trading Private Limited to Titan Company limited. Total cash consideration of Rs 10,000 lakhs was paid to Carat Lane Trading Private Limited on account of this transaction.
The Group also disposed off its entire shareholding in Titan TimeProducts Limited to Danlaw Technologies India Limited on 18 June 2018 at a consideration of Rs 1,850 lakhs.
As on 31 March 2019, the Company had 1,595 stores, with over 2.05 million square feet of retail space delivering a retail turnover of over Rs 19,000 crore.
Titan wins in Pitch Top 50 Brands, 2018, in the Evergreens Category'. Fastrack wins at the Afaqs Foxglove Awards 2018 for Shut the Fake up' campaign. Sonata wins the Best Brand Launch of the Year' at the Brand Equity Marketing Awards'. Tanishq won the 'Images Excellence Awards for Jewellery Retail' at IMAGES Fashion Awards 2019. Tanishq wins at the IREC 2019 summit for Jewellery category.
During the FY2020, the company spent towards Capital Expenditure amounting to Rs 1197 crore.
As on 31 March 2020, the Company had 1,739 stores, with over 2.27 million square feet of retail space delivering a retail turnover of over Rs 20,000 crore.
As on 31 March 2020, the company has one joint venture, one associate and 6 subsidiary companies under its roof.
During the year FY 2019- 20, the Company has invested CHF 8.76 million in its Swiss-based subsidiary Favre Leuba AG's share capital. Titan Watch Company Limited is a subsidiary of Favre Leuba AG and hence it is a subsidiary of the Company.
The Company holds a 49% equity stake in Montblanc India Retail Private Limited (Montblanc), a joint venture entered into with Montblanc Services B.V., the Netherlands for operation of retail boutiques in India for Montblanc products. During FY2020, the Company invested an additional amount of Rs 7.74 crore through rights issue in Montblanc.
The Dubai-based Titan Holdings International FZCO was formed as a Free Zone Company, for which the Certificate of Formation was issued on 22 October 2019, with a view to carry out business activities and invest in the share capital of any other companies/entities either as a joint venture partner or as its wholly owned subsidiary company for carrying out business activities. The Company did not have any business operations during FY 2019-20.
Titan Global Retail LLC was formed on 15 December 2019 as a subsidiary of Titan Holdings International FZCO.
In FY 2020-21, Titan launched Grandmaster collection. During the year 2021-22, Tanishq opened 36 new stores, Zoya added 1 store, CaratLane added 31 stores and Mia by Tanishq added 10 stores. It launched Titan EYEX, a first-of-its-kind smart wearable product. It launched several new analog collections such as Titan Solidarity, Edge Ceramics, Octane Aerobatics, Ladies' Edge and Unending Beauty, and Raga Silver to cater to different lifestyle segments. It launched Titan Smart' Watch. During the Financial Year 2021-22, there were new additions of 33 stores for Titan World and 33 stores for Helios. Over 40 Titan World Stores were renovated.
Titan Watch Company Limited, Hong Kong ceased to be a subsidiary of TCL WSAG and became a subsidiary of Titan Holdings during the year 2022-23. Irth Bags, a new brand was launched in October 2022. During the year 2022-23, the first international Titan Eye+ store was opened in Dubai. Some of the noteworthy collections launched during the year include Tick Tock 2.0', Style Up 3.0', Urban Camo' and Mixmatched'. The Company launched the latest collection Unveil 2.0', which offers distinct and unique designs for Sonata. It launched SKINN Nox' and SKINN Noura' to improve our premium product portfolio. It launched 'CREST' a Manager Promise initiative which outlines the desired behaviour from all Titan Managers and includes values such as empathy and inclusion. Several collections like Crystal Fusion, Retro and Crystal Burst were launched. Taneira@Home program was started during the year to provide customers with the comfort of shopping while being at home and the first all women staff store was launched in Gurgaon. The Company opened 180 new stores, including 5 Fastrack stores.
Titan Company Ltd
Company History
Titan Company Ltd is the world's fifth largest wrist watch manufacturer and India's leading producer of watches. The Company is engaged in manufacturing and sale of Watches, Jewellery, Precision Engineering, Eyewear and Other accessories and products. They produce watches under the brand name 'Titan, Fastrack, Sonata, Nebula, RAGA, Regalia, Octane & Xylys'.
Titan Company established leading positions in the Jewellery, Watches and EyeCare categories led by trusted brands and superior customer experience. It has diversified into Wearables, Indian Dress Wear and Fragrances & Fashion Accessories as well. They manufacture precious jewellery under the Tanishq brand name.
As on 31 December 2020, Titan's retail chain (including CaratLane) stands at 1,854 stores, with a retail area crossing 2.4 million sq.ft. for all its brands covering 292 towns.
The Company is structured into four verticals namely Watches and wearables, Jewellery, Eyewear and Others where 'Others' include Accessones, Fragrances and Indian dress wear. Accordingly, the Company has presented its segment results under these business segments.
Titan Industries Limited, incorporated in year 1984, launched its operations as a joint venture between the esteemed Tata Group and the Tamil Nadu Industrial Development Corporation (TIDCO). The Company commenced their business in the year 1986. It set up an integrated watch manufacturing facility at Hosur in Tamil Nadu in the year 1987 with initial technical know-how from Europe and Japan. In October 1992, they came with a right issue to the part of finance for its expansion programmes. In the year 1995, they diversified into Jewellery under the brand name of Tanishq to capitalize on a fragmented market operating with no brands in urban cities. Apart from the domestic market, the company started the manufacturing of watches for several prestigious international brands during the year 1997.
In the year 1998, the company launched the second watch brand, Sonata. In the year 2003, the company leveraged their manufacturing competencies and branched into Precision Engineering Products and Machine Building. They diversified into fashion Eyewear by launching Fastrack Eye-Gear sunglasses, as well as Prescription Eyewear. The company's Precision Engineering Division supplies precision components and also manufactures dashboard clocks as OEM to car manufacturers in Europe and America. The division also provides fully integrated Automation solutions.
During the year 2004-05, the company launched two brands namely Fastrack sunglasses and Tommy Hilfiger Watches. They entered into the fragrance business through launch of Evolve and these are available in UAE, OMAN and Bahrain. During the year, the company set up a new watch assembly unit at Baddi Himachal Pradesh with an assembly capacity of 2 million watches per annum. In the year 2005, the company launched their second Jewellery brand under the name of Gold Plus aimed at the mass market and for capitalizing on the opportunity in small towns and rural India.
During the year 2005-06, the company merged their Retailing team and Customer Service and rechristened as the Retailing Services Group. They launched XYLYS, a new brand in the fast growing premium 'Swiss Made' market segment. The brand was launched in Mumbai, Delhi, Bangalore and Hyderabad. In the next year, they expanded their footprints to 11 towns of the country.
In January 2008, the company launched their all-new collection of chronograph, multifunction and retrograde watches with international styling, Octane from Titan. The collection embodies speed, energy and power. Also, they made a tie-up with Sankara Nethralaya for a technical collaboration for training optical store personnel for Titan Eye+, the optical division of the company. In April 2008, they set up large World of Titan showroom in Lahore, a Titan exclusive store in Karachi. In June 2008, they made partnership with the World Wildlife Fund (WWF-India) to spread awareness about some of the most endangered species in India through a collection of uniquely designed Titan watches.
During the year 2008-09, the company entered the US Jewellery market with the opening of two Tanishq Stores, one each at Chicago and New Jersey. They expanded their retail network by adding 135 new stores (1,78,235 sq.ft.) across watches, jewellery and eyewear businesses. As per the scheme of amalgamation, three domestic subsidiary companies, namely Samrat Holdings Ltd, Questar Investments Ltd and Titan Holdings Ltd were amalgamated with the company with effect from April 1, 2007.
During the year 2009-10, the company expanded their retail network with a net addition of 52 stores (81,267sq.ft.) across Watches, Jewellery and Eyewear businesses. They added one more Tanishq Boutique Retail Chain, which was the first of its Large Format Store strategy set for the Brand. This store spans across 20,000 sq.ft on Usman Road, Chennai, considered to be the hub of Jewellery buying in South India. Also, Gold Plus closed one of its stores in Bheemavaram in view of its low market potential. Eyewear expanded its retail chain to 82 stores.
In March 29, 2010, the company established one more assembly unit at an excise duty free zone in Uttarakhand State, with a production capacity of 5.0 million watches per annum having-a total built up area of 4,500 sq mtrs.
During the year 2010-11, the company expanded their retail network with a net addition of 122 stores (724503 sq.ft.) across Watches, Jewellery and Eyewear businesses. They also entered into the South African market with the launch of their products. Their 'World of Titan' network grew to 311 stores by the end of the financial year 2010-11. They launched two flagship stores, in Mumbai and Delhi.
During the year, the company launched collection of watches, such as Purple by Titan, an offering of fashion watches; Raga Aqua, a new collection whose evocative designs were inspired by the oceans and seas; Tycoon by Titan, a new collection of gold look watches; and new products in the automatic watches range, which cater to premium consumers.
In January 2012, as per the scheme of amalgamation, Tanishq (India) Ltd was amalgamated with the company. In March 29, 2012, the company commenced commercial production in their new integrated state of art Jewellery Unit set up in the excise free zone in Pantnagar, Uttarakand. The new Pantnagar Unit has been commissioned at an approximate cost of Rs. 15 crore for the manufacture of studded jewellery and is estimated to achieve a turnover of Rs. 250 crore during the financial year 2012-13.
In 2012, the company won a total of 3 awards at the ET retail awards which was held in Mumbai on the 18th of January 2012. The company also Won 2 awards at the 12th edition of Images fashion awards night. The company has been certified to ' OHSAS 18001: 2007 ' Management Systems. The company was selected unanimously by the jury as the Best Governed Company 2012 by Asian Centre for Corporate Governance & Sustainability. The company won the Client of the Year award at the Campaign India Digital Media Awards 2012.
In 2013, the company's name was changed from Titan Industries Ltd. to Titan Company Ltd. On 16 December 2013, Titan Company announced the opening its 1000th retail store in Bangalore. With this, Titan became the first Indian specialty retailer to open 1,000 stores in seven varied formats under watches, jewellery and eyewear categories.
In 2014, the Company entered into a Joint Venture agreement with Montblanc Services B.V. Netherlands for establishing operations in India for carrying on single brand retail trade. Titan Company Ltd which is engaged in manufacturing of watches/accessories, jewelry, precision engineering and eyewear stated that their jewellery division has launched first Karigar centre for jewellery manufacturing in Hosur.
In 2015, the company added one more feather to its Manufacturing Excellence and Commenced World Class Stainless Steel Case production in Coimbatore.
On 23 November 2015, Titan announced that it has joined forces with HP Inc., one of the world's leading information technology companies, to launch a range of smart watches in India and select international markets.
On 3 December 2015, Titan announced that its joint venture with Montblanc Services B.V, Netherlands has commenced operations. Montblanc Services B.V holds majority 51% stake in the joint venture company and Titan holds a 49% stake. The joint venture company was formed for carrying on the business of single brand retail trading of Montblanc products in India.
On 10 December 2015, Titan announced that the Reserve Bank of India has permitted FIIs/RFPIs to invest up to 35% of the paid-up capital of the company under portfolio investment scheme.
The Board of Directors of Titan Company at its meeting held on 6 May 2016 approved the acquisition of a majority stake in Carat Lane Trading Pvt. Ltd. (Carat Lane) subject to due diligence. Carat Lane was incorporated on 20 September 2007 and is a leading online jewellery brand and sells its products through its website Caratlane.com. The company has also developed omni-channel capabilities and has currently 13 stores across the country with plans to ramp up the retail stores significantly in the future. On 14 July 2016, Titan announced signing of Share Purchase Agreement for acquiring about 62% stake in Carat Lane Trading Pvt. Ltd for a cash consideration of Rs 357.24 crore. Carat Lane clocked revenue of Rs 141 crore for the financial year ended 31 March 2016. In August 2016, Titan completed the acquisition of about 62% stake in Carat Lane.
On 12 October 2016, Titan Company announced that the company has since inception been exploring opportunities in personal lifestyle categories. One such category is special occasion ethnic wear for women which will now be piloted for understanding consumer attitudes and preferences. The pilot, which may include setting up a few stores, is expected to last about 12 months at the end of which the company will take a decision on the future course of action.
On 16 January 2017, Titan Company announced that it has decided to consolidate its portfolio by migrating the Gold Plus network to become a part of the Tanishq network. Titan said that customers in the larger cities of South India have evolved in their tastes and aspirations and Titan's main jewellery brand Tanishq has kept pace with them. Given that evolution of the customers and Tanishq as well as the need to focus all energies and resources in today's circumstances, Titan Company has decided to consolidate its portfolio by migrating the Gold Plus network to become part of the Tanishq network. Titan had launched its second jewellery brand Gold Plus in 2005 for small-town South India, to better cater to the needs of the more traditional requirements of those customers.
On 20 February 2017, Titan Company informed the stock exchanges that the High Court of Madras has sanctioned the Scheme of Arrangement between Titan Company Limited and Titan Engineering & Automation Limited for transfer of Precision Engineering Business Undertaking of the Titan Company Limited to Titan Engineering & Automation Limited, a wholly-owned subsidiary of Titan Company, in terms of an order passed on 12 December 2016.
During the year 2016-17, Titan's eyewear division added 95 new stores. Also during the year, the company announced the introduction of 30 minute delivery of spectacles. The company purchased land during the year to set up frame manufacturing. In the watches segment, the company ventured into smart watch category, launching 4 smart products (Juxt, Juxt Pro, Sonata Act, Fastrack Activity Tracker Band) to rave reviews.
As on 31 March 2018, the company has one joint venture, one associate and 5 subsidiary companies under its roof.
Titan featured as one of the top 10 Innovative Company Brands at Bengaluru Brand Summit & Hot Brands 2018. Titan won 7 awards for excellence in communications at the Brand & Corporate Communicators Meet 2017. Titan won the first prize at the 7th Innovation Practitioners Summit organised by AIMA for the Lens Analyser Project. Titan won the first prize under innovation category at the 29th Qimpro Qualtech Award 2017 for the Lens Analyser Project. The World of Titan won the Best Customer Experience Program in the Retail Sector at Customer Fest 2018. Favre Leuba's Raider Bivouac 9000 won the Watchstars New Star award for the best new watch in 2018. Tanishq Lean Retailing awarded with ET Now global award for Retail Excellence.
As on 31 March 2018, the Company had 1,480 stores, with over 1.9 million square feet of retail space delivering a retail turnover of over Rs 15,656 crore.
As on 31 March 2019, the company has one joint venture, one associate and 4 subsidiary companies under its roof.
During the FY2019, the company spent towards Capital Expenditure amounting to Rs 1095 crore.
During the fiscal 2019, the Group increased its stake in one of its subsidiaries i.e., Carat Lane Trading Private Limited by 3.08%, increasing the total ownership to 69.47%. The increase in percentage holding is on account of private placement of shares done by Carat Lane Trading Private Limited to Titan Company limited. Total cash consideration of Rs 10,000 lakhs was paid to Carat Lane Trading Private Limited on account of this transaction.
The Group also disposed off its entire shareholding in Titan TimeProducts Limited to Danlaw Technologies India Limited on 18 June 2018 at a consideration of Rs 1,850 lakhs.
As on 31 March 2019, the Company had 1,595 stores, with over 2.05 million square feet of retail space delivering a retail turnover of over Rs 19,000 crore.
Titan wins in Pitch Top 50 Brands, 2018, in the Evergreens Category'. Fastrack wins at the Afaqs Foxglove Awards 2018 for Shut the Fake up' campaign. Sonata wins the Best Brand Launch of the Year' at the Brand Equity Marketing Awards'. Tanishq won the 'Images Excellence Awards for Jewellery Retail' at IMAGES Fashion Awards 2019. Tanishq wins at the IREC 2019 summit for Jewellery category.
During the FY2020, the company spent towards Capital Expenditure amounting to Rs 1197 crore.
As on 31 March 2020, the Company had 1,739 stores, with over 2.27 million square feet of retail space delivering a retail turnover of over Rs 20,000 crore.
As on 31 March 2020, the company has one joint venture, one associate and 6 subsidiary companies under its roof.
During the year FY 2019- 20, the Company has invested CHF 8.76 million in its Swiss-based subsidiary Favre Leuba AG's share capital. Titan Watch Company Limited is a subsidiary of Favre Leuba AG and hence it is a subsidiary of the Company.
The Company holds a 49% equity stake in Montblanc India Retail Private Limited (Montblanc), a joint venture entered into with Montblanc Services B.V., the Netherlands for operation of retail boutiques in India for Montblanc products. During FY2020, the Company invested an additional amount of Rs 7.74 crore through rights issue in Montblanc.
The Dubai-based Titan Holdings International FZCO was formed as a Free Zone Company, for which the Certificate of Formation was issued on 22 October 2019, with a view to carry out business activities and invest in the share capital of any other companies/entities either as a joint venture partner or as its wholly owned subsidiary company for carrying out business activities. The Company did not have any business operations during FY 2019-20.
Titan Global Retail LLC was formed on 15 December 2019 as a subsidiary of Titan Holdings International FZCO.
In FY 2020-21, Titan launched Grandmaster collection. During the year 2021-22, Tanishq opened 36 new stores, Zoya added 1 store, CaratLane added 31 stores and Mia by Tanishq added 10 stores. It launched Titan EYEX, a first-of-its-kind smart wearable product. It launched several new analog collections such as Titan Solidarity, Edge Ceramics, Octane Aerobatics, Ladies' Edge and Unending Beauty, and Raga Silver to cater to different lifestyle segments. It launched Titan Smart' Watch. During the Financial Year 2021-22, there were new additions of 33 stores for Titan World and 33 stores for Helios. Over 40 Titan World Stores were renovated.
Titan Watch Company Limited, Hong Kong ceased to be a subsidiary of TCL WSAG and became a subsidiary of Titan Holdings during the year 2022-23. Irth Bags, a new brand was launched in October 2022. During the year 2022-23, the first international Titan Eye+ store was opened in Dubai. Some of the noteworthy collections launched during the year include Tick Tock 2.0', Style Up 3.0', Urban Camo' and Mixmatched'. The Company launched the latest collection Unveil 2.0', which offers distinct and unique designs for Sonata. It launched SKINN Nox' and SKINN Noura' to improve our premium product portfolio. It launched 'CREST' a Manager Promise initiative which outlines the desired behaviour from all Titan Managers and includes values such as empathy and inclusion. Several collections like Crystal Fusion, Retro and Crystal Burst were launched. Taneira@Home program was started during the year to provide customers with the comfort of shopping while being at home and the first all women staff store was launched in Gurgaon. The Company opened 180 new stores, including 5 Fastrack stores.
Titan Company Ltd
Directors Reports
To the Members of Titan Company Limited
The Directors are pleased to present the Thirty-Ninth Annual Report
together with the Audited Financial Statements for the year ended 31st March
2023:
1. FINANCIAL RESULTS
(Rs in crore)
|
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Revenue from Operations |
38,270 |
27,210 |
40,575 |
28,799 |
| Other Income |
299 |
246 |
308 |
234 |
| Total Income |
38,569 |
27,456 |
40,883 |
29,033 |
| Expenditure |
33,500 |
23,931 |
35,696 |
25,458 |
| Profit before exceptional items, finance costs, depreciation
and taxes |
5,069 |
3,525 |
5,187 |
3,575 |
| Finance Costs |
240 |
195 |
300 |
218 |
| Depreciation/Amortisation |
364 |
347 |
441 |
399 |
| Profit before share of profit/(loss) of an associate and
joint venture and exceptional items and taxes |
4,465 |
2,983 |
4,446 |
2,958 |
| Share of profit/(loss) of an associate and jointly controlled
entity |
- |
- |
1 |
- |
| Profit before exceptional items and taxes |
4,465 |
2,983 |
4,447 |
2,958 |
| Exceptional items |
- |
51 |
- |
54 |
| Profit before taxes |
4,465 |
2,932 |
4,447 |
2,904 |
| Income taxes |
|
|
|
|
| - Current |
1,140 |
779 |
1,150 |
786 |
| - Deferred |
(8) |
(27) |
26 |
(80) |
| - taxes of earlier years |
- |
- |
(3) |
- |
| Profit for the year |
3,333 |
2,180 |
3,274 |
2,198 |
| Attributable to |
|
|
|
|
| - Shareholders of the Company |
3,333 |
2,180 |
3,250 |
2,173 |
| - Non-controlling interests |
- |
- |
24 |
25 |
| Profit brought forward |
6,104 |
4,279 |
6,028 |
4,210 |
| Appropriations |
|
|
|
|
| Dividend on Equity Shares |
(666) |
(355) |
(666) |
(355) |
| Closing Balance in Retained Earnings |
8,771 |
6,104 |
8,612 |
6,027 |
a) Standalone Numbers:
During the year under review, the Company's total revenue grew by 41%
to Rs 38,270 crore compared to Rs 27,210 crore in the previous year.
Profit before tax and exceptional items grew by 50% to Rs 4,465 crore
and the net profit grew by 53% to Rs 3,333 crore.
The Watches & Wearables Division of the Company recorded a revenue
of Rs 3,296 crore, a growth of 43%. The revenue from Jewellery Division grew by 37%
touching Rs 31,897 crore (excluding sale of bullion of Rs 2,208 crore). The revenue from
EyeCare Division grew by 33% to Rs 689 crore.
New Businesses, viz., Indian Dress Wear Division and Fragrances &
Fashion Accessories Division recorded a consolidated revenue of Rs 295 crore, a growth of
92% over the previous year. While the Indian Dress Wear Division grew by 168%, the
Fragrances & Fashion Accessories Division also recorded a growth of 56%.
The Management Discussion and Analysis report, which is attached,
dwells into the performance of each of the business divisions and the outlook for the
current year.
b) Consolidated Numbers
At the consolidated level, the revenue stood at Rs 40,575 crore as
against Rs 28,799 crore in the previous year. The details of the performance of the
Company's subsidiaries are covered below in point 15 of this Report.
2. DIVIDEND
Considering the excellent performance of the Company during the last
financial year, the Board of Directors are pleased to recommend a dividend on equity
shares at the rate of 1000% (i.e., Rs 10 per equity share of Rs 1 each), for the financial
year ended 31st March 2023 subject to approval by the Shareholders, at the
ensuing Annual General Meeting (AGM) and payment is subject to deduction of tax at source
as may be applicable. This payment represents a dividend payout ratio of 26.6%. The total
dividend on equity shares for the financial year 2022-23, if approved by the Shareholders
would aggregate to approximately Rs 888 crore. The dividend, subject to the approval of
Shareholders at the ensuing AGM would be paid to the Members whose names appear in the
Register of Members as on the Book Closure date. The Dividend
Distribution Policy, is annexed as Annexure-III to this Report.
3. TRANSFER TO GENERAL RESERVE
As permitted under the provisions of the Companies Act, 2013 (the Act),
the Board does not propose to transfer any amount to general reserve and has decided to
retain the entire amount of profit for the financial year 2022-23 in the profit and loss
account.
4. FINANCE
The year saw strong performance by all the businesses driven by the
aggressive expansion plans across all business segments.
ICRA maintained the Company's long term rating of AAA with stable
outlook. The Company continues to optimise its efficiency in inventory management and cash
flow by selling excessive bullion as and when necessary.
5. PUBLIC DEPOSITS
The Jewellery Division of the Company was successfully operating
customer acquisition schemes for jewellery purchases for many years. When the Companies
Act, 2013 became substantially effective on 1st April 2014, the Company had
around seven lakh subscribers contributing to these schemes. However, these schemes were
exempt under the Companies Act, 1956 relating to acceptance of Public Deposits, as such
schemes were not covered in the definition of Deposits. Under the Act and the Rules made
thereunder (Deposit Regulations) the scope of the term "Deposit" was enlarged
and therefore a view was taken that the jewellery purchase schemes offered by the Company
to its customers would be treated as Public Deposits. Thereupon, the Company discontinued
fresh enrolment of subscribers and initiated steps to close the erstwhile customer
schemes, which were wound down in August 2014.
Under the Deposit Regulations as amended from time to time, a company
is permitted to accept Deposits subject to applicable provisions, to the extent of 10% of
the aggregate of the paid-up share capital, securities premium account and free reserves
from its members and 25% of the aggregate of the paid-up share capital, securities premium
account and free reserves from the public after prior approval by way of special
resolutions passed by the members in this regard. Requisite approval was obtained from the
Members of the Company and a new programme for customers to purchase jewellery (under the
Jewellery Purchase Plan) was launched in November 2014 in compliance with the Deposit
Regulations.
The details relating to Deposits, covered under Chapter V of the Act
are as under:
(a) accepted during the year: Rs 3,890 crore
(b) remained unpaid or unclaimed as at the end of the year: Rs 2,290
crore
(c) whether there has been any default in repayment of Deposits or
payment of interest thereon during the year and if so, number of such cases and the total
amount involved:
(i) at the beginning of the year: Nil
(ii) maximum during the year: Nil
(iii) at the end of the year: Nil
There are no Deposits that have been accepted by the Company that are
not in compliance with the requirements of Chapter V of the Act.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments for the likely
impact affecting financial position between the end of the financial year and the date of
the Report.
7. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act are given in the notes to the financial statements.
9. INTEGRATED REPORT
The Company has, over the last five years, taken steps to move towards
Integrated Reporting <IR> in line with its commitment to voluntarily disclose more
information to stakeholders on all aspects of the Company's business. Accordingly, the
Company had introduced key content elements of Integrated Reporting aligned to the
International Integrated Reporting Council Framework (IIRC) in the Annual Report of the
previous years and has disclosed more qualitative data in the Annual Report of this year.
Similar to earlier years, the relevant information has been provided in this year's Annual
Report as well.
10. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS
During the year, the Company has reviewed its Internal Financial
Control systems and has continually contributed to the establishment of a more robust and
effective internal financial control framework, prescribed under the ambit of Section
134(5) of the Act. The preparation and presentation of the financial statements is
pursuant to the control criteria defined considering the essential components of Internal
Control - as stated in the "Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting" issued by the Institute of Chartered Accountants of India.
The control criteria ensures the orderly and efficient conduct of the Company's business,
including adherence to its policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
Based on the assessment carried out by the Management and the
evaluation of the results of the assessment, the Board of Directors are of the opinion
that the Company has an adequate Internal Financial Controls system that is operating
effectively as of 31st March 2023.
There were no instances of fraud which necessitated reporting of
material misstatements to the Company's operations.
There has been no communication from regulatory agencies concerning
non-compliance with or deficiencies in financial reporting practices.
11. BOARD MEETINGS
During the year under review, seven Board meetings were held, details
of which are provided in the Corporate Governance Report.
12. AUDIT COMMITTEE AND OTHER BOARD COMMITTEES
The details pertaining to the composition of the Audit Committee and
its role are included in the Corporate Governance Report, which is a part of this Annual
Report.
13. RISK MANAGEMENT
Pursuant to the requirements of Regulation 21 and Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
LODR), the Company has constituted a Risk Management Committee (RMC), consisting of Board
members and senior executives of the Company.
The Company has in place a Risk Management framework to identify, and
evaluate business risks and challenges across the Company, both at the corporate level and
also separately for each business division. The Company has a robust process for managing
the key risks overseen by the RMC. As part of this process, the Company has identified the
risks with the highest impact and then assigned a likely probability of occurrence.
Mitigation plans for each risk have also been put in place and are reviewed by the
Management every six months before presenting to the RMC. The RMC has set out a review
process to report to the Board on the progress of the initiatives for the major risks of
each of the businesses.
The Company had implemented a well-designed enterprise level Business
Continuity Plan including Disaster Recovery scenario for the various businesses and
functions of the Company to minimise disruptions and potential impact on its employees,
customers and businesses during any unforeseen adverse events or circumstances.
14. RELATED PARTY TRANSACTIONS
I n line with the requirements of the Act and the SEBI LODR, the
Company has formulated a Policy on Related Party Transactions. There are no materially
significant Related Party Transactions made by the Company with Promoters, Directors or
Key Managerial Personnel (KMP) which may have a potential conflict with the interests of
the Company at large. All Related Party Transactions are placed before the Audit Committee
for approval as per the applicable regulatory requirements, and approval of the Board, if
required. Prior omnibus approval of the Audit Committee is obtained for transactions which
are of foreseen and repetitive in nature. The transactions entered into pursuant to the
omnibus approval so granted are verified by the Internal Auditor and a statement giving
details of all Related Party Transactions is placed before the Audit Committee and the
Board of Directors for their approval, if applicable, on a quarterly basis. The Policy on
Related Party Transactions as approved by the Board is uploaded on the Company's website
and can be accessed at https://www.titancompany.in/investors/
corporate-governance/policies. None of the Directors have any pecuniary relationships or
transactions except to the extent of sitting fees and commission paid to the Directors,
except for the post-retirement benefits being paid to Mr. Bhaskar Bhat, as approved by the
Board, consequent upon his retirement as Managing Director on 30th September
2019. None of the transactions with related parties fall under the scope of Section 188(1)
of the Act and Regulation 23(4) of the SEBI LODR. The information on
transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company
for the financial year 2022-23 and hence the same is not provided. The details of the
transactions with related parties during the financial year 2022-23 are provided in the
accompanying financial statements.
15. SUBSIDIARIES/ASSOCIATE COMPANIES
As on 31st March 2023, the Company had the following
Subsidiaries/Associate Companies:
| Sl. No. |
Name of the Subsidiary/ Associate Companies |
Relationship |
| 1 |
TCL Watches Switzerland AG (earlier known as Favre Leuba AG) |
Step-down Subsidiary |
| 2 |
Titan Watch Company Limited, Hong Kong |
Step-down Subsidiary |
| 3 |
Titan Engineering & Automation Limited (TEAL) |
Wholly-owned Subsidiary |
| 4 |
CaratLane Trading Private Limited (CaratLane) |
Subsidiary |
| 5 |
Green Infra Wind Power Theni Limited |
Associate |
| 6 |
Titan Holdings International FZCO, Dubai (Titan Holdings) |
Wholly-owned Subsidiary |
| 7 |
Titan Global Retail LLC, Dubai |
Step-down Subsidiary |
| 8 |
Titan Commodity Trading Limited (TCTL) |
Wholly-owned Subsidiary |
| 9 |
StudioC Inc., USA |
Step-down Subsidiary |
| 10 |
TCL North America Inc., (TCL NA) |
Wholly-owned Subsidiary |
| 11 |
TEAL USA Inc. |
Step-down Subsidiary |
| 12 |
Titan International QFZ LLC., Qatar (from 1st
December 2022) |
Step-down Subsidiary |
During the year under review, no Company had become or ceased to be
subsidiary, joint venture or associate company.
During the financial year 2022-23, TCL Watches Switzerland AG (formerly
Favre Leuba AG) (TCL WSAG) had registered a turnover of CHF 0.12 million i.e., Rs 1 crore
against the previous year's figures of CHF 0.23 million, i.e., Rs 2 crore and loss of CHF
0.66 million, i.e., Rs 7 crore (previous year: CHF 1.25 million, i.e., Rs 28 crore).
During the financial year 2022-23, the Company has invested CHF 0.3 million (Rs 2 crore)
in TCL WSAG as share capital.
As on the date of this report, TCL WSAG is in the process of selling
its brand Favre Leuba to a prospective buyer, subject to completion of certain conditions
precedent. Post completion of the sale of the brand, the liquidation process would be
initiated, subject to receipt of requisite approvals.
During the year under review, as part of restructuring exercise of the
Company's subsidiaries, Titan Watch Company Limited, Hong Kong ceased to be a subsidiary
of TCL WSAG and became a subsidiary of Titan Holdings.
TEAL is in the business of Manufacturing Services and Automation
Solutions. During the financial year 202223, TEAL generated an income of Rs 580 crore
against the previous year's figures of Rs 378 crore, an increase of 35% and the profit
before tax was at Rs 26 crore against the previous year's figures of Rs 21 crore.
CaratLane is engaged in the business of manufacturing and retailing of
jewellery products and has a significant online presence. During the last year, CaratLane
recorded a strong performance with double-digit growths in retail sales, with great
emphasis on omnichannel selling. CaratLane added 84 stores in the year to take the store
count to 222. During the financial year 2022-23, CaratLane registered a turnover of Rs
2,169 crore against the previous year's figures of Rs 1,256 crore and recorded profit
before tax of Rs 119 crore against the previous year's figures of Rs 39 crore.
Titan Holdings was formed as a Free Zone Company in Dubai with a view
to carry out business activities and invest in the share capital of any other
companies/entities either as a joint venture partner or as its wholly-owned subsidiary
company for carrying out business activities across UAE, GCC regions and other
International markets. Titan Holdings incurred a loss of AED 2 million (Rs 4 crore)
against the previous year's loss of AED 0.87 million (Rs 2 crore).
Titan Global Retail LLC., carries out business activities in UAE and
GCC regions pertaining to retail trade in the industry in which the Company operates.
During the financial year 2022-23, Titan Global Retail LLC., registered a turnover of AED
157.70 million (Rs 345 crore) against previous year's figures of AED 55.24 million (Rs 112
crore) and incurred a loss of AED 26.59 million (Rs 58 crore) against the previous year's
loss of AED 11.53 million (Rs 23 crore).
TCTL is a wholly-owned subsidiary of the Company and is a trading cum
clearing member of Multi Commodity Exchange of India Limited and Multi Commodity Exchange
Clearing Corporation Limited. TCTL is in the business of trading in all types of direct
and derived commodities, commodity futures, currencies, and other securities. During the
financial year 2022-23, TCTL registered an income of Rs 7.23 crore against the previous
year's figures of Rs 5.21 crore and a profit before tax of Rs 2.76 crore against the
previous year's figures of ' 0.95 crore. The Company avails the services of TCTL for its
hedging of gold (physical and non-physical) and sale of bullion.
TCL NA is in the business of jewellery retailing in the USA. TCL NA
started retail operations during financial year 2022-23 by opening its first Tanishq store
in New Jersey and registered a turnover of USD 7.10 million (Rs 57 crore) and a loss of
USD 2.51 million (Rs 20 crore).
TEAL USA Inc., a wholly-owned subsidiary of TEAL was incorporated with
the objective of business development for its Manufacturing Services and Automation
Solutions. The Company has not started any operations as of 31st March 2023.
The Company holds 26.79% stake in Green Infra Wind Power Theni Limited
which supplies energy to the Company.
None of these subsidiary companies declared a dividend for the
financial year 2022-23.
The annual accounts of these subsidiary/associate companies were
consolidated with the accounts of the Company for the financial year 2022-23. The
statement containing salient features of the financial statement of subsidiaries/associate
companies in Form AOC-1 forms part of the Annual Report. Pursuant to the provisions of
Section 136 of the Act, the financial statements along with other relevant documents, in
respect of subsidiaries, are available on the website of the Company at https://
www.titancompany.in/investors/investor-relations/ subsidiaries.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under sub-section (3) (m) of Section 134
of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished in
Annexure-I to the Board's Report.
17. CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Act, the Company has undertaken
Corporate Social Responsibility (CSR) activities, projects and programmes as provided in
the CSR Policy of the Company and as per the
Annual Action Plan, excluding activities undertaken in pursuance of its
normal course of business. In addition to the projects specified as CSR activities under
Section 135 of the Act, the Company has also carried out several other
sustainability/responsible business initiatives and projects. The Company has spent the
entire 2% of the net profits earmarked for CSR projects during the year under review and
Impact Assessment has been carried out for all the projects wherever applicable. A report
on CSR pursuant to Section 135 of the Act and Rules made thereunder is attached in
Annexure-II.
18. ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 the Act
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the Company's website at https://
www.titancompany.in/sites/default/files/Annual%20 Report%20FY23.pdf.
19. VIGIL MECHANISM
The Company has a whistle blower mechanism wherein the employees can
approach the Management of the Company (Audit Committee in case where the concern involves
the Senior Management) and make protective disclosures to the Management about unethical
behaviour, actual or suspected fraud or violation of the Company's Tata Code of Conduct
and Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Fair
Disclosure. The Whistle Blower Policy requires every employee to promptly report to the
Management any actual or possible violation of these Codes or an event an employee becomes
aware of, that could affect the business or reputation of the Company. The disclosures
reported are addressed in the manner and within the time frames prescribed in the Policy.
A mechanism is in place whereby any employee of the Company has access to the Chairman of
the Audit Committee to report any concern. No person has been denied access to the
Chairman of the Audit Committee to report any concerns. Further, the said Policy has been
disseminated within the organisation and has also been posted on the Company's website at
https://www.titancompany.in/sites/default/files/ Whistle%20Blower%20Policy 1.pdf.
20. SECRETARIAL STANDARDS
The Directors state that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to
Meetings of Board of Directors and General Meetings respectively, have been duly complied
with.
21. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The constant endeavour of the Company is to create a secure and safe
work environment for everyone in the Company. Several means to prevent, prohibit and
redress concerns are adopted by the Company. The Ethics Committee and the Committee on
Prevention of Sexual Harassment (POSH) work closely with the Board Ethics Committee and
obtain inputs and feedback for improvement from time to time.
Besides the core committee on POSH (having senior level representation
from across the Company), 16 locational committees have been formed to ensure both spread
and coverage of the implementation of the requirements of the POSH Act, 2013. The core
committee has also been strengthened with more senior members being made part of it
representing manufacturing locations as well.
The Policy on POSH as adopted by the Company is gender neutral, and
acknowledges that today workplace is more than the premises that employees come to work
and all stakeholders are ensured a safe working environment. Titan has also included the
collaborations by partnering with recruiting agencies and consultants in granting recourse
to aggrieved persons by forming joint Internal Complaints Committee to look into such
matters. An elaboration of the penalties that could be applicable as per the Disciplinary
Procedure and Policies manual and also an internal consequence guideline/ matrix and
related processes has also been updated.
The Company shares best governance practices with its business
associates to influence and impact more work communities. In an effort to encourage
business associates to adopt the Policy for their own enterprises, masterclasses are
conducted highlighting the importance of compliance and the consequences of good
governance.
Communication cascades using the large scale interaction process has
been restarted, storytelling as method is used and awareness is created using theatre
plays on this subject. A total of 148 sessions involving 17,619 stakeholders across the
Company's ecosystem have been covered. The cascades are conducted at various cities and
towns across the diverse ecosystem of the Company (manufacturing, retail, offices, vendors
and partners).
As on 31st March 2023, there were 12 complaints filed during
the year on Sexual harassment, 6 of which are pending resolution at the end of the year.
The remaining cases were investigated and dealt with in line with the POSH Policy of the
Company and were disposed off appropriately.
22. DIVERSITY, EQUITY, INCLUSION AND BELONGING
During the year under review, the Company has embarked on an elaborate
Diversity, Equity, Inclusion and Belonging programme focusing on both enhancing the
Diversity quotient, besides conducting large scale awareness, building capacity and also
sensitising employees across levels on the importance of gender sensitivity.
23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as
specified under the second proviso of Section 143(12) of the Act (including any statutory
modification(s) or re-enactment(s) for the time being in force).
24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
As per SEBI LODR, Management Discussion and Analysis, Corporate
Governance Report and Practicing Company Secretary's Certificate regarding compliance of
conditions of Corporate Governance forms part of this Annual Report.
Pursuant to Regulation 34 of the SEBI LODR, the Management Discussion
and Analysis is presented in a separate section forming part of this Annual Report. As
required under the provisions of the SEBI LODR, the Audit Committee of the Company has
reviewed the Management Discussion and Analysis report of the Company for the year ended
31st March 2023.
25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
SEBI, in May 2021 introduced new sustainability related reporting
requirements to be reported in the specific format which is a notable departure from the
existing Business Responsibility Report and a significant step towards giving platform to
the companies to report the initiatives taken by them in areas of environment, social and
governance. Further, SEBI has mandated top
1,000 listed companies, based on market capitalization, to transition
to Business Responsibility and Sustainability Reporting from the financial year 2022-23
onwards. In line with the above, the Business Responsibility and Sustainability Report
forms part of this Report and is also available on the Company's website.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Ashwani Puri, Mr. B Santhanam, Mr. Pradyumna Vyas, Dr. Mohanasankar
Sivaprakasam, Ms. Sindhu Gangadharan and Mr. Sandeep Singhal were the Independent
Directors during the entire financial year 2022-23.
Mr. B Santhanam was appointed as an Independent Director for the first
term of five years effective 3 rd August 2018 and accordingly, his office of
directorship ceases on 2nd August 2023. The Board based on the recommendations
of the Board Nomination and Remuneration Committee (BNRC) and pursuant to the performance
evaluation of Mr. B Santhanam as a Member of the Board and considering that the continued
association of Mr. B Santhanam would be beneficial to the Company, recommended to
re-appoint Mr. B Santhanam as an Independent Director of the Company, not liable to retire
by rotation, for a second term effective 3rd August 2023 up to 9th
May 2028.
Based on the disclosures received from all Independent Directors, as
laid under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR and also in
the opinion of the Board, the Independent Directors fulfill the conditions as specified in
the Act and SEBI LODR and are independent of the Management and that they are not debarred
from holding the office of director by virtue of any SEBI order or any other such
authority. All the Independent Directors have confirmed that they are in compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules,
2014, with respect to registration with the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
In accordance with the provisions of the Act and in terms of the
Memorandum and Articles of Association of the Company, Mr. Bhaskar Bhat is liable to
retire by rotation at the ensuing Annual General Meeting and has offered himself for
re-appointment.
During the year under review, Tamilnadu Industrial Development
Corporation Limited (TIDCO) had
withdrawn the nomination of Mr. Pankaj Kumar Bansal, IAS and had
nominated Ms. Mariam Pallavi Baldev, IAS.
The Board placed on record its appreciation and recognised the valuable
contribution rendered by Mr. Pankaj Kumar Bansal, IAS during his tenure as member of the
Board.
Members' attention is drawn to Item No. 4 of the Notice for the
re-appointment of Mr. Bhaskar Bhat as a NonIndependent, Non-Executive Director of the
Company, liable to retire by rotation and Item No.5 of the Notice for the re-appointment
of Mr. B Santhanam as an Independent Director of the Company for a second term.
None of the Directors are related to each other within the meaning of
the term "Relative" as per Section 2(77) of the Act.
27. DETAILS OF KEY MANAGERIAL PERSONNEL
None of the Key Managerial Personnel were appointed or resigned during
the year. Pursuant to the provisions of Section 203 of the Act, Mr. C K Venkataraman -
Managing Director, Mr. Ashok Sonthalia - Chief Financial Officer and Mr. Dinesh Shetty -
General Counsel and Company Secretary are the Key Managerial Personnel of the Company.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including audit of internal
financial control over financial reporting by the statutory auditors and the reviews
performed by the Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls are
adequate and operating effectively.
Accordingly, pursuant to the requirements of Section 134 (5) of the
Act, the Directors hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
29. BOARD EVALUATION
The Company is led by a diverse, experienced and competent Board. The
performance evaluation of the Board, Committees of the Board and the individual members of
the Board (including the Chairman) for financial year 2022-23, was carried out internally
pursuant to the framework laid down by the BNRC. This was based on a structured
questionnaire which cover various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, Member's strengths and contribution,
execution and performance of specific duties, obligations and governance and feedback from
each Director.
The Independent Directors at their separate meeting, review the
performance of Non-Independent Directors and the Board as a whole and the Chairman of the
Company after taking into account the views of Executive Director and Non-Executive
Directors, the quality, quantity and timeliness of flow of information between the
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. The Chairman of the BNRC leads the performance evaluation exercise.
The outcome of the performance evaluation of Committees and the Board is presented to the
Board of Directors of the Company and the key outcomes are discussed and acted upon.
30. INDEPENDENT DIRECTORS MEETING
A separate meeting of the Independent Directors (Annual ID Meeting) was
convened, which reviewed the performance of the Board (as a whole), the
Non-Independent Directors and the Chairman. The Independent Directors
inter-alia discuss the issues arising out of Committee meetings and Board discussions
including the quality, quantity and timely flow of information between the Management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties. Post the Annual ID Meeting, the collective feedback of each of the Independent
Directors was discussed by the Chairman of the BNRC with the Board covering the
performance of the Board as a whole, the performance of the Non-Independent Directors and
the performance of the Chairman of the Board.
31. REMUNERATION POLICY
The Board has, on the recommendation of the BNRC, framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy forms part of the Corporate Governance Report.
The remuneration to the Non-Executive Directors and Senior Management
Employees consists of various components as explained here.
Non-Executive Directors
The Non-Executive Directors shall be entitled to receive remuneration
by way of sitting fees, reimbursement of expenses, for participation in the
Board/Committee meetings and Commission.
Senior Management Employees
The remuneration is divided into two components viz; fixed component of
salaries, perquisites and retirement benefits and variable component of performance based
incentive.
32. EMPLOYEE STOCK OPTION PLAN - PERFORMANCE BASED STOCK UNITS
With an objective to achieve sustained growth and to create shareholder
value by aligning the interests of the employees with long term interest of the Company,
during the financial year 2022-23, the Company had sought approval of the Members through
Postal Ballot Notice dated 10th February 2023 for the adoption and
implementation of the Titan Company Limited Performance Based Stock Unit Scheme (Scheme
2023) to the eligible employees of the Company and its subsidiaries. The Members, vide
special resolution passed through Postal Ballot on 21st March 2023, approved
the adoption and implementation of the Scheme 2023 and BNRC is the administrator of the
Scheme 2023. During the year under review, the Company has not granted any Performance
Based Stock Units to the eligible employees in terms of Scheme 2023.
The details of the Scheme 2023, including terms of reference, and the
requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, are available on the Company's website at
https://www.titancompany. in/sites/default/files/ESOP%20disclosure 0.pdf.
33. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In accordance with the Joint Venture Agreement between the Promoters,
three Directors each may be nominated by Tata Sons Private Limited and Tamilnadu
Industrial Development Corporation Limited. The broad guidelines for selection of
Independent Directors are as set out below:
The BNRC oversees the Company's nomination process for Independent
Directors and in that connection identifies, screens and reviews individuals qualified to
serve as an Independent Director on the Board. The BNRC further has in place a process for
selection and the attributes that would be desirable in a candidate and as and when a
candidate is shortlisted, the BNRC will make a formal recommendation to the Board.
34. OTHER DISCLOSURES
The information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
i) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company and the percentage increase in remuneration
of each Director, Managing Director, Chief Financial Officer and Company Secretary in the
financial year:
| Name of the Director |
Ratio (Times) |
% change |
| Director's remuneration |
|
|
| Mr. S Krishnan |
8.99 |
NA |
| Ms. Jayashree Muralidharan |
8.95 |
NA |
| Mr. Pankaj Kumar Bansal1 |
3.19 |
NA |
| Ms. Mariam Pallavi Baldev1 |
3.12 |
NA |
| Name of the Director |
Ratio (Times) |
|
| % change |
|
|
| Mr. N N Tata |
|
|
| Mr. Bhaskar Bhat |
11.42 |
19.69 |
| Mr. Ashwani Puri |
16.31 |
17.80 |
| Mr. B Santhanam |
15.58 |
30.30 |
| Mr. Pradyumna Vyas |
12.09 |
41.85 |
| Dr. Mohanasankar Sivaprakasam |
13.25 |
20.12 |
| Ms. Sindhu Gangadharan |
11.26 |
25.49 |
| Mr. Sandeep Singhal |
16.38 |
61.04 |
| Mr. C K Venkataraman |
156.87 |
9.80 |
| Key Managerial Personnel |
|
|
| Mr. Ashok Sonthalia1 |
- |
NA |
| Mr. Dinesh Shetty |
- |
8.00 |
Notes:
1 The % change in remuneration is not comparable as the said
Directors/KMP held the position for a part of the year either in financial year 2021-22 or
in financial year 2022-23.
The Directors' remuneration includes the Commission for the year under
reporting and payable in financial year 2023-24 post the ensuing Annual General Meeting.
ii) The percentage increase in the median remuneration of employees in
the financial year: 10%
iii) The number of permanent employees on the rolls of Company: 7,857
iv) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average percentage increase for the financial year 2022-23 was 10%
across all levels. Increase in the managerial remuneration is based on market trends and
performance criteria as determined by the Board of Directors and on the basis of the
recommendation of the BNRC.
v) Affirmation that the remuneration is as per the Remuneration Policy
of the Company:
The Company's Remuneration Policy is based on the principle of internal
equity, competence and experience of the employee and industry standards. Through its
compensation programme, the Company endeavours to attract, retain, develop
and motivate high performance and engaged workforce. The Company
follows a compensation mix of fixed pay, benefits and performance based variable pay.
Individual performance pay is determined by business performance and the performance of
the individuals is measured through the annual appraisal process. The Company affirms that
remuneration is as per the Remuneration Policy of the Company.
35. INFORMATION AS PER RULE 5(2) OF THE CHAPTER XIII, OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this
Report. Further, the Report and the Accounts are being sent to the Members excluding the
aforesaid statement. In terms of Section 136 of the Act, the said statement will be open
for inspection upon request by the Members. Any Member interested in obtaining such
particulars may write to the Company Secretary.
36. AUDITORS
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with
applicable Rules framed thereunder, M/s. B S R & Co., LLP have been appointed
as Auditors for a term of five years from the conclusion of the 38th
Annual General Meeting till the conclusion of the 43rd Annual General Meeting.
The Ministry of Corporate Affairs vide Notification dated 7th
May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the
said notification, the requirement of ratification of appointment of auditors, under
Section 139 of the Act at each AGM is no longer required. Hence, the resolution for this
item is not being included in the Notice to the AGM.
b) Secretarial Audit and Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed V. Sreedharan & Associates, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith
as Annexure-IV.
c) Cost Audit
The Company is not required to maintain cost records as per sub-section
(1) of Section 148 of the Act.
37. GENERAL DISCLOSURE
During the year, there were no transactions requiring disclosure or
reporting in respect of matters relating to:
a) i ssue of equity shares with differential rights as to dividend,
voting or otherwise;
b) i ssue of shares (including sweat equity shares) to employees of the
Company under any scheme;
c) raising of funds through preferential allotment or qualified
institutions placement;
d) significant or material order passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future;
e) pendency of any proceedings under the Insolvency and Bankruptcy
Code, 2016; and
f) i nstance of one-time settlement with any bank or financial
institution.
38. AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
The Auditors' Report on the financial statements of the Company for the
financial year ended 31st March 2023 is unmodified, i.e., it does not contain
any qualifications, reservations, adverse remarks or disclaimers. The Auditor's Report is
enclosed with the financial statements forming part of the Annual Report.
There are no disqualifications, reservations, adverse remarks, or
disclaimers in the Secretarial Auditor's Report.
39. DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR
ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN
THE LISTED ENTITY, IN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR
ANNUAL RESULTS
Related Party Transactions with Promoter/Promoter Group holding 10% or
more shares
Tamilnadu Industrial Development Corporation Limited and Tata Sons
Private Limited hold 10% or more shares in the Company. The details of transactions with
promoter/ promoter group holding 10% or more shares have been disclosed in the financial
statements which is part of the Annual Report.
The details of the transactions with related parties during financial
year 2022-23 are provided in the accompanying financial statements. There were no
transactions during the year which would require to be reported in Form AOC-2.
Acknowledgements
Your Directors wish to place on record their appreciation for the
commitment extended by the employees of the Company and its subsidiaries during the year.
Further, the Directors also wish to place on record the support which the Company has
received from its promoters, shareholders, bankers, business associates, vendors and
customers of the Company.
|
On behalf of the Board of Directors, |
| S Krishnan |
C K Venkataraman |
| Chairman |
Managing Director |
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