Titan : Proceedings and details of voting results of the 38th Annual General Meeting (AGM)

TITAN

COMP/NY

SEC 36/2022-23

The General Manager, DCS - CRD

BSE Limited

Corporate Relationship Department

1st Floor, New Trading Ring

Rotunda Building, P J Towers

Dalal Street, Fort,

MUMBAI - 400 001

Scrip Code: 500114

Dear Sirs,

26th July 2022

The General Manager, DCS - CRD

National Stock Exchange ofIndia Ltd

Exchange Plaza,

Bandra-Kurla Complex,

Bandra (East),

MUMBAI - 400 051

Symbol: TITAN

Sub: Regulation 30 and Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") - Proceedings and details ofvoting results of the 38th Annual General Meeting (AGM) respectively

The 38th AGM ofthe Company was held on Tuesday, 26th July 2022 at 10.30 a.m. (IST) through two-way Video Conferencing (VC) to transact the business as stated in the Notice dated 3rd May 2022, convening the AGM.

Based on the report of the Scrutinizer, all the resolutions as set out in the Notice of the 38th AGM have been duly approved by the shareholders with the requisite majority.

In this regard, please find enclosed the following:

1. Summary of Proceedings of the 38th AGM of the Company as required under Regulation 30 read with Para A ofSchedule III ofthe Securities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) as Annexure A.
   Disclosure of the Voting Results ofthe businesses transacted at the AGM as required under Regulation 44(3) ofthe SEBI LODR as Annexure B.

1. Report ofthe scrutinizer dated 26th July 2022, pursuant to Section 108 ofthe Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as Annexure C.

Titan Company Limited

'IN TEGRI TY' No. 193, Veerasandra, Electronics City P.OOff Hosur Main Road, Bengaluru - 560 100 India, Tel : 91q.�.......:::1.....-�0, Fax : 91 80 - 67046262

Registered Office No.3, SIPCOT Industrial Complex Hosur 635 126 TN India, Tel [phone], Fax [phone], CIN : L74 999TZ1984PLC00 1456

www.titancompany.in

A TATA Enterprise

TITAN

COMPANY

The AGM concluded at 12:50 p.m. (1ST)

The voting results and the Scrutinizers Report is made available on the website ofthe Company at www.titancompany.in.

This is for your information and records.

Yours truly,

For rrITAN COMPANY LIMITED

mesh Shetty

eneral Counsel & Company Secretary

Encl. As stated

T itan Company limited

'INTEGRITY' No. 193, Veerasandra, Electronics City P.O Off Hosur Main Road, Bengaluru - 560 100 India, Tel: 9180 - 67047000, Fax: 9180 - 67046262

Registered Office No.3, SIP COT Industrial Complex Hosur 635 126 TN India, Tel [phone], Fax [phone], CIN: L74 999TZ1984PLC00 1456

www.titancompany.in

A TATA Enterprise

TITAN

COMP/NY

AnnexureA

Summary of proceedings of the 38thAnnual General Meeting

The 38th Annual General Meeting ('AGM' or 'Meeting') ofthe Members ofTitan Company Limited ('the Company') was held on Tuesday, 26th July 2022 at 10:30 a.m. (1ST) via two-way Video Conferencing ('VC'). The Company, while conducting the Meeting, adhered to the circulars issued by the Ministry of Corporate Affairs ('MCA'), the Securities and Exchange Board oflndia ('SEBI') and other social distancing norms in view of the current Covid-19 situation.

The Company Secretary welcomed the Members to the Meeting and briefed them on certain points relating to the participation at the Meeting through VC.

Mr. S Krishnan, Chairman of the Company chaired the AGM. The requisite quorum being present, the Chairman called the Meeting to order. The Registers as required under the Companies Act, 2013 and other relevant documents mentioned in the Notice were available for inspection. Since there was no physical attendance ofMembers and in compliance with the Circulars issued by MCA and SEBI, the requirement ofappointing proxies was not applicable, except for the authorized representatives ofcorporate shareholders.

All the Directors, except Mr. Pankaj Kumar Bansal attended the Meeting on video conference from their respective locations including Mr. Ashwani Puri, Chairman of the Board Audit Committee, Mr. B Santhanam, Chainnan ofthe Board StakeholdersRelationship Committee

and the Board Nomination and Remuneration Committee; Mr. Sandeep Singha!, Chairman of

the Risk Management Committee; Mr. Pradyumna Vyas, Chairman of the Board Corporate SocialResponsibility Committee and Board Ethics Committee, Dr. Mohanasankar S and Ms. Sindhu Gangadharan, Independent Directors, and Ms. Jayashree Muralidharan Non-Executive Director. Mr. C K Venkataraman, Managing Director, Mr. Bhaskar Bhat, Non-Executive Director, Mr. Ashok Sonthalia, Chief Financial Officer and Mr. Dinesh Shetty, General Counsel & Company Secretary attended the Meeting from a common location at Bengaluru.

The representatives ofB SR & Co. LLP, Statutory Auditors, and V Sreedharan and Associates, Secretarial Auditors and Scrutinizers, were also present at the Meeting through VC.

With the consent ofthe Members, the Notice ofthe Meeting was taken as read. The Members were informed that the Statutory Auditors'Report and Secretarial AuditReport did not have any qualifications and hence, pursuant to Section 145 ofthe Companies Act, 2013 the same were not required to be read.

The Company Secretary informed the Members that the Company had provided its Members the facility to cast their vote electronically through the National Securities Depository Limited ('NSDL') system before the Meeting. He further informed that the remote e-voting facility was also made available during the AGM for the benefit ofMembers who were present during the Meeting and had not cast their votes earlier through remote e-voting. He further informed that

Titan Company Limited
'INTEGRITY' No.193, Veerasandra, Electronics City P.O Off Hosur Main Road, Bengaluru - 560 100 India, Tel: 9180 - 67047---.--...u,	7046262
Registered Office No.3, SIPCOT Industrial Complex Hosur 635 126 TN India, Tel [phone], Fax [phone], Cl
www.titancompany.in

A TATA Enterprise

TITAN

COMPANY

the Board of Directors had appointed V Sreedharan and Associates as the Scrutinizer to supervise the remote e -voting and e-voting at the AGM.

The following items ofbusiness, as per the Notice ofAGM dated 3rd May 2022, were transacted at the meeting through remote e-voting:

Item	Details ofthe Agenda		Resolution
No.			required
1.	To receive, consider and adopt the Audited Standalone Financial	Ordinary
	Statements for the financial year ended 31	March 2022 together
	with the Reports ofthe Board ofDirectors and Auditors thereon.
2.	To receive, consider and adopt the Audited Consolidated Financial	Ordinary
	Statements for the financial year ended 31	March 2022 together
	with the Report ofthe Auditors thereon.
3.	To declare dividend on equity shares for the financial year ended	Ordinary
	31 March 2022.
4.	To appoint a Director in place of Mr. Noel Naval Tata (DIN:	Ordinary
	00024713), who retires by rotation and, being eligible, offers
	himselffor re-appointment.
5.	Re-appointment ofStatutory Auditors ofthe Company.	Ordinary
6.	Appointment ofMr. Saranyan Krishnan as a Director.	Ordinary
7.	Appointment ofMs. Jayashree Muralidharan as a Director.	Ordinary
8.	Change in place ofkeeping Registers, Returns, etc.	Special
9.	Appointment ofBranch Auditors.		Ordinary

The Chairman then invited the Members to express their views, offer their comments, make observations and seek clarifications, ifany, on the operations and financial performance ofthe Company and on the resolutions set out in the Notice. The Members who had been listed as speaker shareholders out ofthe list ofmembers requested to register as speaker shareholders were given an opportunity to speak and the Managing Director appropriately responded to the queries raised by them.

The Chairman authorized Mr. Dinesh Shetty, General Counsel & Company Secretary to carry out the voting procedure and conclude the Meeting. He also authorized the Company Secretary to accept and countersign the Scrutinizer's Report and declare the consolidated voting results. He informed the Members that the combined results ofthe remote e-voting before as well as remote e-voting during the AGM would be announced within the stipulated time frame and the results along with the Scrutinizer's Report would be intimated to the Stock Exchanges in terms ofthe SEBI LODR and would be placed on the websites ofthe Company and NSDL.

The Chairman then thanked the Members for their continued support and for attending and participating in the Meeting. He also thanked the Directors for joining the Meeting virtually.

	T itan Company Limited
'INTEGRITY' No.193, Veerasandra, Electronics City P.O Off Hosur Main Road, Bengaluru - 560 100 India, Tel : 91 80 - 67
Registered Office No.3, SIPCOT Industrial Complex Hosur 635 126 TN India, Tel [phone], Fax [phone],
l	www.titancompany.in
A TATA Enterprise

• 67046262
  LC001456

TITAN

COMP/NY

The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their vote. Upon completion of the e-voting process the Meeting was declared as closed.

The Scrutinizer's Report was received on Tuesday, 26th July 2022 and, as set out therein, all the Resolutions have been passed with the requisite majority.

Yours truly,

For ffITAN COMPANY LIMITED

nesh Shetty

General Counsel & Company Secretary

T itan Company Limited

'INTEGRITY' No.193, Veerasandra, Electronics City P.O Off Hosur Main Road, Bengaluru - 560 100 India, Tel: 9180 - 67047000, Fax: 9180 - 67046262

Registered Office No.3, SIPCOT Industrial Complex Hosur 635 126 TN India, Tel [phone], Fax [phone], CIN: L74999TZ1984PLC001456

www.titancompany.in

A TATA Enterprise