Annual Report 202122

64th
ANNUAL REPORT
2021-22
TTK Healthcare Limited

TTK HEALTHCARE LIMITED
Contents
Page Page
Financial Highlights ........................................................... 2 Independent Auditor's Report........................................... 54

Notice to Shareholders....................................................... 4 Balance Sheet.................................................................. 62
Board's Report.................................................................. 13 Statement of Profit and Loss............................................ 64
Annexures to the Board's Report..................................... 23 Statement of Cash Flows ................................................ 66
Business Responsibility Report........................................ 35 Statement of Changes in Equity ...................................... 67
Report on Corporate Governance.................................... 41 Notes forming part of Financial Statements .................... 69
BOARD OF DIRECTORS DEPOTS

Mr T T Jagannathan Chairman Ahmedabad, Bengaluru, Bhiwandi, Chennai, Cuttack, Dehradun, Ernakulam,
Ghaziabad, Guwahati, Hubli, Hyderabad, Indore, Jaipur, Jammu, Kolkata,
Mr T T Raghunathan Executive Vice Chairman
Lucknow, Madurai, Meerut, Nagpur, Patna, Pune, Raipur, Ranchi, Salem,
Mr R K Tulshan Director Siliguri, Tirupathi, Vijayawada and Zirakpur
Mr K Shankaran Director
Dr (Mrs) Vandana R Walvekar Director BANKERS
Mr Girish Rao Director Union Bank of India
Mr S Balasubramanian Director G T Branch
Mr N Ramesh Rajan Director George Town, Chennai 600 001
Mr V Ranganathan Director Bank of Baroda
Mr S Kalyanaraman Wholetime Director & Secretary Corporate Financial Services Branch
T.Nagar, Chennai 600 017
Company SECRETARY
HDFC Bank Limited
Mr S Kalyanaraman
RK Salai Branch
REGISTERED & ADMINISTRATIVE OFFICE RK Salai, Chennai 600 004
No.6, Cathedral Road, Chennai 600 086
Website: www.ttkhealthcare.com CIN : L24231TN1958PLC003647 STATUTORY AUDITOR
Tel: 044-28116106 e-mail: [email protected] M/s PKF Sridhar & Santhanam LLP
KRD Gee Gee Crystal, 7th Floor,
FACTORIES No.91/92, Dr. Radhakrishnan Salai,
(i) Pharma Division No.5, Old Trunk Road, Pallavaram, Mylapore, Chennai 600 004
Chennai 600 043, Tamil Nadu
(ii) Heart Valve Site No.A28, KINFRA International Apparel Parks Ltd., COST AUDITOR
Division St. Xavier's College P.O., Thumba, M/s Geeyes & Co.
Trivandrum 695 586, Kerala Cost Accountants
(iii) Ortho Division yyNo.290, SIDCO Industrial Estate, Ambattur, A-3, III Floor, 7th Avenue,
Chennai 600 098, Tamil Nadu Ashok Nagar, Chennai 600 083
yyNo.3, Thiruneermalai Main Road,
Chromepet, Chennai 600 044, Tamil Nadu SECRETARIAL AUDITOR
(iv) Foods Division yyNo.2-B, Hosakote Industrial Area, M/s A K Jain & Associates
8th Kilometre, Hosakote, Chinthamani Road, Company Secretaries
Hosakote Taluk, Bengaluru 562 114, Karnataka No. 2, Raja Annamalai Road, First Floor,
yyPlot No.DTA-005-005, Mahindra World City, Purasawalkam, Chennai 600 084
Tehsil Sanganer, Jaipur 302 037, Rajasthan
(v) Protective Devices yyNo.3, Thiruneermalai Road, Chromepet, REGISTRARS & TRANSFER AGENTS
Division Chennai 600 044,Tamil Nadu M/s Data Software Research Co. Pvt. Ltd.
yyNo.20 & 21, Perali Road, 19, Pycrofts Garden Road, Off. Haddows Road,
Virudhunagar 626 001, Tamil Nadu Nungambakkam, Chennai 600 006
yyNo.12, TTN Complex, K P Natham Road, Tel: 044-28213738 / 044-28214487
Thiruvandarkoil, Pudhucherry 605 107 e-mail: [email protected]
1
Financial Highlights
Consequent to the sale / transfer of Human Pharma Division, the financial highlights for the year under review and the previous year have been shown separately for the Continuing
Operations and the Human Pharma Operations.
(Rs. in lakhs)
2021-22* 2020-21* 2019-20* 2018-19* 2017-18* 2016-17* 2015-16 2014-15 2013-14 2012-13
Revenue from Operations and Other
Income from -
(a) Continuing Operations 61,557.05 48,599.33 65,454.32 63,563.71 58,512.12 53,353.30 52,445.76 48,949.44 42,230.31 38,903.69
(b) Human Pharma Operations held
19,812.58 16,053.47 – – – – – – – –
for sale in subsequent year
(a) Continuing Operations
- Profit before Tax 2,483.73# 2,262.16# 1,942.48 3,925.95 3,014.71 2,917.75 3,552.74 2,633.46 1,966.56 2,162.17
- Current Tax 743.67 747.91 585.00 1,495.00 1,125.00 985.94 1,002.00 1,090.00 698.00 710.00
- Tax relating to previous year – (1,964.81) – – – – – – – –
- Deferred Tax (110.96) (199.11) 125.54 (6.42) 73.18 57.83 284.22 (72.06) 29.70 31.82
- Profit after Tax 1,851.02# 3,678.17# 1,231.94 2,437.37 1,816.53 1,873.98 2,266.52 1,615.52 1,238.87 1,420.35
- Profit after Tax 2,307.81 965.94 – – – – – – – –
Profit after Tax [(a)+(b)] 4,158.83 #
4,644.11 #
– – – – – – – –
Other Comprehensive Income 187.49 345.15 (623.90) 259.92 83.43 207.79 – – – –
Dividend - Amount 847.82** 423.91** 706.51** 706.51** 388.30** – 388.30 349.47 310.64 310.64
- Rate 60% 30% 50% 50% 50% – 50% 45% 40% 40%
Dividend Distribution Tax – – 145.23 145.23 79.05 – 79.05 71.14 52.79 52.79
Retained Earnings 3,498.50 4,565.35 (243.70) 1,845.55 1,432.61 2,081.77 1,799.17 1,194.91 875.44 1,056.92
Earning Per Share (EPS) of Rs.10/-
– – 8.72 17.25 12.86 24.13 29.19 20.80 15.95 18.29
each (in Rs.)
(a) Continuing Operations 13.10 26.03 – – – – – – – –
16.33 6.84 – – – – – – – –
Earning Per Share [(a)+(b)] 29.43 32.87 – – – – – – – –
Sources & Applications of Funds:
Net Block 8,045.92 8,579.22 9,741.81 9,910.16 11,031.75 9,947.54 10,707.04 9,757.21 5,563.50 4,374.70
Investments 1,513.47 1,316.61 875.33 1,304.63 925.89 882.54 1,013.37 13.37 13.37 76.81
Net Current Assets 24,556.10 20,370.70 15,432.61 14,252.69 13,448.08 6,885.52 4,544.27 5,920.74 7,019.67 7,528.52
Long Term Loans and Advances 714.07 1,399.05 2,316.97 2,707.12 2,754.91 1,004.71 1,189.26 1,152.45 2,143.16 1,123.21
Deferred Tax Assets 865.58 859.47 741.51 1,094.18 1,206.40 590.77 131.99 115.05 106.38 85.43
Deferred Tax Liabilities (135.30) (214.33) (325.36) (606.86) (751.27) (832.09) (638.80) (337.64) (401.02) (350.38)
Human Pharma Division - Assets
2,428.66 – – – – – – – – –
held for sale in subsequent year
Total Assets 37,988.50 32,310.72 28,782.87 28,661.92 28,615.76 18,478.99 16,947.13 16,621.18 14,445.06 12,838.29
Share Capital 1,413.03 1,413.03 1,413.03 1,413.03 1,413.03 776.60 776.60 776.60 776.60 776.60
Reserves 31,550.11 28,051.61 23,486.26 23,729.96 21,884.41 14,970.46 12,844.61 11,050.45 9,916.04 9,045.63
Borrowings 2,038.44 1,759.82 2,812.88 2,821.70 4,704.94 2,287.34 2,195.31 2,230.12 1,324.01 2,155.40
Long Term Liabilities 838.26 1,086.26 1,070.70 697.23 613.38 444.59 1,130.61 2,564.01 2,428.41 860.66
Human Pharma Division - Liabilities
2,148.66 – – – – – – – – –
Total Liabilities 37,988.50 32,310.72 28,782.87 28,661.92 28,615.76 18,478.99 16,947.13 16,621.18 14,445.06 12,838.29
* The presentation is in line with Indian Accounting Standards (Ind AS).

** Dividend for 2016-17, 2017-18, 2018-19, 2019-20 and 2020-21 paid during 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22, respectively.
#
Include Exceptional Item(s).
2
ANNUAL REPORT 2021-22
Financial Highlights (Contd.)
** Include Exceptional Item(s).

The figures for FY 2020-21 & 2021-22 pertain to Continuing Operations.
3
Notice to Shareholders
NOTICE is hereby given that the 64th Annual General Meeting of of Section 186 and other applicable provisions, if any, of the
the Company will be held at 11.30 a.m. (IST), on Wednesday, the Companies Act, 2013 ("the Act") and the Rules made thereunder,
3rd August, 2022, through Video Conferencing (VC) / Other Audio [including any statutory modification(s) or re-enactment(s) thereof for
Visual Means (OAVM), to transact the following businesses: the time being in force], approval of the Members be and is hereby
accorded to the Board of Directors of the Company (hereinafter
Ordinary Business
referred to as the "Board" which term shall be deemed to include
1. To receive, consider and adopt the Audited Financial Statements any Committee which the Board may have constituted or hereinafter
for the year ended 31st March, 2022 together with the Reports of constitute from time to time to exercise its powers including the power
Directors and Auditors thereon. conferred by this resolution) - (a) to give any loan to any person or
2. To declare Dividend. other body corporate; (b) to give any guarantee or provide security
3. To appoint a Director in the place of Mr R K Tulshan (DIN:00009876) in connection with a loan to any other body corporate or person;
who retires by rotation and being eligible, offers himself for and (c) to acquire by way of subscription, purchase or otherwise,
reappointment. the securities of any body corporate as they may in their absolute
4. To reappoint Statutory Auditors and fix their remuneration: discretion deem beneficial and in the interest of the Company,
subject to however that the aggregate of the loans and investments
To consider and if thought fit, to pass the following resolution as an
so far made in and the amount for which guarantees or securities
Ordinary Resolution:
have so far been provided to all persons or bodies corporate along
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 with the additional investments, loans, guarantees or securities
and other applicable provisions, if any, of the Companies Act, 2013 proposed to be made or given or provided by the Company, from
("the Act") read with the Companies (Audit and Auditors) Rules, 2014, time to time, in future, shall not exceed Rs.1,000 crores (Rupees
[including any statutory modification(s) or re-enactment(s) thereof One thousand crores only), over and above the limit of sixty percent
for the time being in force] and pursuant to the recommendations of the Paid-up Share Capital, Free Reserves and Securities Premium
of the Audit Committee and the Board of Directors of the Company, Account or one hundred percent of Free Reserves and Securities
M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Premium Account, whichever is more, as prescribed under Section
Registration No.003990S / S200018) be and are hereby reappointed 186 of the Act”.
as the Statutory Auditors of the Company, for a further term of 5
7. To consider and if thought fit, to pass the following resolution as an
(five) consecutive years, to hold office from the conclusion of the
Ordinary Resolution:
64th Annual General Meeting till the conclusion of the 69th Annual
General Meeting, on such remuneration, as may be recommended “RESOLVED THAT pursuant to the provisions of Section 148(3)
by the Audit Committee and fixed by the Board of Directors of the and other applicable provisions, if any, of the Companies Act, 2013
Company.” ("the Act") and the Rules made thereunder [including any statutory
modification(s) or re-enactment(s) thereof for the time being in force],
Special Business the remuneration of Rs.5,00,000 (Rupees Five lakhs only) plus
5. To consider and if thought fit, to pass the following resolution as a applicable taxes and levies and reimbursement of travel and out-
Special Resolution: of-pocket expenses incurred in connection with the audit, payable
“RESOLVED THAT pursuant to the provisions of Sections 197, 198 to M/s Geeyes & Co., Cost Accountants (Firm Regn. No.000044),
and other applicable provisions, if any, of the Companies Act, 2013 for conducting the audit of the cost records of the Company, for the
("the Act") and the Rules made thereunder [including any statutory financial year ending 31st March, 2023, as recommended by the Audit
modification(s) or re-enactment(s) thereof for the time being in Committee and approved by the Board of Directors of the Company,
force] and Article 117 of the Articles of Association, approval of be and is hereby ratified”.
the Members be and is hereby accorded to pay the Non-Executive BY ORDER OF THE BOARD
Directors, including Independent Directors (other than the Managing Place: Chennai S KALYANARAMAN
Director and Wholetime Directors) of the Company, effective 1st Date : May 23, 2022 Wholetime Director & Secretary
April, 2022, such sum by way of Commission as the Board and /
or a Committee thereof, may determine from time to time, but not Registered Office:
exceeding 1% (one percent) or such other percentage of the Net No.6, Cathedral Road
Profits of the Company in any financial year as may be specified Chennai 600 086
under the Act and computed in the manner provided under Section
198 of the Act”. NOTES:
6. To consider and if thought fit, to pass the following resolution as a 1. The Ministry of Corporate Affairs (“MCA”) vide its Circular Nos.
Special Resolution: 20/2020 dated 05.05.2020, 02/2021 dated 13.01.2021, 19/2021
“RESOLVED THAT in supersession of all earlier resolution(s) dated 08.12.2021, 21/2021 dated 14.12.2021 and 2/2022 dated
passed by the Members in this regard and pursuant to the provisions 05.05.2022 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62
4
Notice to Shareholders (Contd.)
dated 13th May, 2022 issued by the Securities and Exchange Board 12. Members are requested to note that in order to avoid any loss /
of India (SEBI) (collectively referred to as “the Circulars”) permitted interception in postal transit and also to get prompt credit of dividend
the holding of the Annual General Meeting (“AGM”) through Video through National Electronic Clearing Service (NECS) / Electronic
Conference (VC) / Other Audio Visual Means (OAVM), without the Clearing Service (ECS), they should submit their NECS / ECS
physical presence of the Members at a common venue. details to the RTA. The requisite NECS / ECS application form can
In compliance with the provisions of the Companies Act, 2013 be obtained from the RTA.
(“Act”), SEBI (Listing Obligations and Disclosure Requirements) 13. SEBI vide Circular dated 25th January, 2022 mandated issuance
Regulations, 2015 (“SEBI LODR”) and the Circulars, the AGM of the of Securities in Dematerialized Form in case of Investor Service
Company is being held through VC / OAVM. Requests viz., Issue of Duplicate Share Certificates, Claim
2. The attendance of the Members attending the AGM through VC / from Unclaimed Suspense Account, Renewal / Exchange of
OAVM will be counted for the purpose of ascertaining the quorum Share Certificates, Endorsement, Sub-division / Splitting of
under Section 103 of the Companies Act, 2013. Share Certificates, Consolidation of Share Certificates / Folios,
Transmission, Transposition, etc.
3. Since the AGM will be held through VC / OAVM, the Route Map,
Attendance Slip and Proxy Form are not attached to this Notice. 14. In terms of Sections 124(5) and 125 of the Companies Act, 2013 and
the Rules made thereunder, the dividend declared by the Company
4. Though a Member, pursuant to the provisions of the Act, is entitled for earlier years, which remained unclaimed / unpaid for a period of
to attend and vote at the meeting, is entitled to appoint one or more 7 years will be transferred on respective due dates to the Investor
proxies (proxy need not be a Member of the Company) to attend Education and Protection Fund (IEPF), established by the Central
and vote instead of himself / herself, the facility of appointment of Government.
proxies is not available as this AGM is convened through VC / OAVM
The particulars of due dates for transfer of such unclaimed dividends
pursuant to the Circulars.
to IEPF are furnished below:
5. In case of joint holders attending the AGM, only such joint holder who
Unpaid / Unclaimed
is higher in the order of names as per the Register of Members of the Financial Year Dividend Due date of
Amount as on
Company will be entitled to vote during the AGM. ended Declared on Transfer
31.03.2022 (in Rs.)
6. The Explanatory Statement pursuant to Section 102(1) of the 31.03.2015 07.08.2015 11.09.2022 8,23,428.50
Companies Act, 2013 and Regulations 36(5) of the SEBI (LODR) 31.03.2016 05.08.2016 08.09.2023 9,57,910.00
Regulations, 2015, in respect of the Ordinary / Special Businesses 31.03.2017 04.08.2017 04.09.2024 9,82,250.00
as set out in the Notice is annexed hereto. 31.03.2018 09.08.2018 14.09.2025 6,58,543.07
31.03.2019 09.08.2019 12.09.2026 5,77,165.52
7. The Register of Members and the Share Transfer Books of the
31.03.2020 11.09.2020 14.10.2027 3,42,921.20
Company will remain closed from 28th July, 2022 to 3rd August, 2022
31.03.2021 20.08.2021 21.10.2028 6,02,126.40
(both days inclusive), for the purpose of payment of Dividend for the
financial year ended 31st March, 2022, if declared, at the meeting. Members who have not encashed their Dividend Warrants in
respect of the above years are requested to make their claim(s) by
8. The Dividend on Equity Shares as recommended by the Board of surrendering the unencashed Dividend Warrants immediately to the
Directors, if declared at the meeting, will be paid to those Members Company.
whose names appear in the Register of Members on 27th July, 2022.
Pursuant to Investor Education and Protection Fund (Uploading
9. Members are requested to intimate the changes in their respective of Information regarding unpaid and unclaimed amount lying with
mailing address either to the Company or RTA in case of shares held Companies) Rules, 2012, the Company provided / hosted the
in physical form or to their respective Depository Participants (DPs) required details of unclaimed amounts referred to under Section 125
in case of shares held in dematerialized form. of the Companies Act, 2013, on its website www.ttkhealthcare.com
10. SEBI vide circular dated 3rd November, 2021, mandated furnishing of and also on the website of the Ministry of Corporate Affairs (MCA) in
PAN, KYC details and Nomination by holders of physical securities the relevant form, every year.
on or before 31st March, 2023, in Form ISR-1. In case of Folios 15. In terms of Section 124(6) and 125 of the Companies Act, 2013
without PAN, KYC details and Nomination, the said Folios, on or after and the Rules made thereunder, the underlying shares in respect
1st April, 2023 shall be frozen by the RTA. of dividends relating to the year 2014-15 that remained unclaimed/
Further, compulsory linking of PAN and Aadhaar by all the holders of unpaid for seven consecutive years or more would be transferred to
physical securities should be completed within the date extended by the Demat Account of the IEPF Authority, within 30 days from the
the Central Board of Direct Taxes (CBDT) [(i.e.) 31st March, 2023]. due date of transfer [(i.e.) 11th September, 2022], on or before 10th
Otherwise the said Folios shall be frozen by the RTA. October, 2022.
11. Members who have not yet registered their e-mail addresses are The Members whose shares are liable for transfer were informed
requested to register the same with their DPs, in case the shares individually and an advertisement would also be published in leading
are held in electronic form and with the Company / RTA, in case the newspapers both in English and Tamil. The details of the shares to
shares are held in physical form. be transferred were also uploaded on the website of the Company.
5
16. Any unclaimed / unpaid dividends or shares already transferred to (vi) Lower Withholding Tax Certificate, if any, obtained from the
the IEPF, may be claimed by the Members concerned from the IEPF Indian Tax Authorities.
Authority by e-Filing Form IEPF-5, which is available under the link The Members are required to provide the above documents /
http://www.iepf.gov.in. The Members may contact the RTA, M/s Data declarations by sending an e-mail to [email protected] on
Software Research Co. Pvt. Ltd., or the Company for any assistance, or before 23rd July, 2022. The aforesaid documents are subject to
in this regard.
verification by the Company and in case of ambiguity, the Company
17. In line with the MCA Circulars, the Notice convening the AGM and reserves its right to deduct the Tax Deducted at Source (TDS) as per
the Annual Report for the year 2021-22 are made available on the rates mentioned in the Income Tax Act, 1961.
the website of the Company at www.ttkhealthcare.com and also
In case of Foreign Institutional Investors / Foreign Portfolio Investors
on the websites of the Stock Exchanges (i.e.) BSE Limited and
tax will be deducted under Section 196D of the Income Tax Act, 1961
National Stock Exchange of India Limited at www.bseindia.com and
@ 20% plus applicable surcharge and cess.
www.nseindia.com, respectively. The Notice and the Annual Report
are also made available on the website of CDSL (agency providing 19. Procedure for registering the e-mail addresses and obtaining the
the remote e-Voting facility and e-Voting system during the AGM) AGM Notice, Annual Report and e-Voting User ID and password by
(i.e.) www.evotingindia.com. the Members whose e-mail addresses are not registered with the
Depositories (in case of Members holding shares in Demat form) or
The Register of Directors and Key Managerial Personnel and their
with Company / RTA (in case of Members holding shares in physical
shareholdings maintained under Section 170 of the Companies Act,
form):
2013 and the Register of Contracts or Arrangements maintained
under Section 189 of the said Act, will be available electronically for yy For Physical Members: For temporary registration of e-mail
inspection by the Members during the AGM. ID, please provide necessary details like Folio No., Name
of Shareholder, scanned copy of the Share Certificate (front
All documents referred to in the Notice will also be available for
and back), PAN (self-attested scanned copy of PAN card),
electronic inspection without any fee by the Members from the date
Aadhaar (self-attested scanned copy of Aadhaar Card) by
of circulation of this Notice upto the date of AGM (i.e.) 3rd August,
e-mail to the Company ([email protected]) / RTA
2022. Members seeking to inspect such documents can send e-mail
([email protected]).
to [email protected].
18. Effective from 1st April, 2020, dividend income will be taxable in Thereafter, for permanent registration of e-mail ID, Members are
the hands of Members. Hence the Company is required to deduct requested to submit Form ISR-1 (which is available in the website
tax at source from the amount of dividend paid to Members at the of the Company www.ttkhealthcare.com), duly filled and signed,
prescribed rates. A Resident Individual Shareholder with PAN and with the Company / RTA.
who is not liable to pay income tax can submit a yearly declaration yy For Demat Members: For temporary registration of e-mail
in Form No.15G / 15H, to avail the benefit of non-deduction of tax at ID, please provide Demat account details, Name, Client
source by e-mail to [email protected] on or before 23rd July, Master List or copy of Consolidated Account statement,
2022. Further, no tax shall be deducted on the dividend payable to PAN (self-attested scanned copy of PAN card), Aadhaar
a Resident Individual Members if the total amount of dividend to be (self-attested scanned copy of Aadhaar Card) to Company
received from the Company during the financial year 2021-22 does ([email protected]) / RTA (ttk.healthcare@dsrc-
not exceed Rs.5,000/-. Members may note that in case PAN is not cid.in).
updated with the DPs / RTA, the tax will be deducted at a higher rate
Thereafter, for permanent registration of e-mail ID, Members are
of 20%.
requested to contact their respective DPs for updation.
Non-resident Members can avail beneficial tax rates under Double
20. Procedure to be followed by the Members for updation of bank
Taxation Avoidance Agreement (DTAA) (i.e.) tax treaty between
account mandate for receipt of dividend:
India and their country of residence. Non-resident Members are
required to provide details of applicability of beneficial tax rates and Members are requested to submit Form ISR-1 to the Company
provide following documents: vide e-mail [email protected] or to RTA
[email protected] for updation of Bank Mandate along
(i) Copy of PAN card, if any, allotted by Indian Income Tax
with original cancelled cheque with name of the Member printed
Authorities duly self-attested by the Member.
on it or copy of the Bank Pass Book or Bank Statement attested
(ii) Copy of Tax Residency Certificate (TRC) for the FY 2022-23 by the Bank, for receiving dividends directly in their Bank Accounts
obtained from the revenue authorities of country of tax resi- through ECS or any other means.
dence duly attested by the Member.
21. Instructions for Members attending the AGM through VC /
(iii) Self-Declaration Form 10-F OAVM:
(iv) No-PE (Permanent Establishment) Certificate yy Members will be provided with a facility to attend the AGM
(v) Self-Declaration of Beneficial Ownership by the Non-Resident through VC / OAVM through the CDSL e-Voting System.
Member.
6
yy The procedure for attending meeting is same as the instructions yy The Members who have cast their vote by remote e-Voting may
mentioned below for e-voting. also attend the meeting but shall not be entitled to cast their vote
yy The link for VC/OAVM to attend meeting will be available where again during the AGM.
the EVSN of Company will be displayed after successful login as yy The voting rights of the Members / Beneficial Owners shall be
per the instructions mentioned below for e-voting. reckoned on the Equity Shares held by them as on 27th July, 2022
being the “cut-off” date. Members of the Company holding shares
yy The facility for joining the meeting shall be kept open from
either in physical or in dematerialized form, as on the cut-off date,
11.00 a.m. and shall be closed after 15 minutes of the conclusion
may cast their vote through remote e-Voting or e-Voting system
of the meeting.
available during the AGM.
yy Members are encouraged to join the meeting through Laptops /
yy A person, whose name is recorded in the Register of Members
iPads for better experience.
or in the Register of Beneficial Owners maintained by the
yy Further, Members will be required to allow Camera and may use Depositories as on the cut-off date (i.e.) 27th July, 2022 only shall
Internet with a good speed to avoid any disturbance during the be entitled to avail the facility of e-Voting.
meeting.
yy The Scrutinizer, after first scrutinizing the votes cast through
yy Please note that Members connecting from Mobile Devices or e-Voting system available during the AGM and thereafter, the
Tablets or through Laptops via Mobile Hotspot may experience votes cast through remote e-Voting will, not later than two days
Audio/Video loss due to fluctuation in their respective network. of conclusion of the meeting, make a Consolidated Scrutinizer's
It is, therefore, recommended to use Stable Wi-Fi or LAN Report and submit the same to the Chairman for declaring the
Connection to mitigate any kind of aforesaid glitches. results.
yy Members who would like to express their views / ask questions yy The results declared along with the Consolidated Scrutinizer's
during the meeting may register themselves as a speaker by Report shall be placed on the Company's website
sending their request in advance, on or before 26th July, 2022 www.ttkhealthcare.com and on the website of CDSL
mentioning their name, demat account number / folio number, www.evotingindia.com. The results shall simultaneously be
communicated to the Stock Exchanges.
e-mail ID, mobile number at [email protected].
yy Subject to the requisite number of votes cast in favour of the
The Company reserves the right to restrict the number of Resolution(s), the same shall be deemed to be passed on the
questions and number of speakers, depending upon availability date of the meeting (i.e.) 3rd August, 2022.
of time as appropriate for smooth conduct of the AGM.
Instructions for remote e-Voting:
The Members who do not wish to speak during the AGM but have
yy The voting period begins at 9.30 a.m. on 30th July, 2022 and
queries may send their queries in advance, on or before 26th
ends at 5.00 p.m. on 2nd August, 2022. During this period, the
July, 2022 mentioning their name, demat account number / folio
Members of the Company, holding shares either in physical form
number, e-mail ID, mobile number at investorcare@ttkhealthcare.
or in dematerialized form, as on the cut-off date (record date) 27th
com. These queries will be replied to by the Company suitably.
July, 2022 may cast their vote electronically. The e-Voting module
yy Those Members who have registered themselves as a speaker shall be disabled by CDSL for voting thereafter.
will only be allowed to express their views / ask questions during yy Members who have already voted through remote e-Voting would
the meeting. not be entitled to vote through e-Voting system available during
22. Information and other Instructions relating to e-Voting system: the AGM.
yy Pursuant to the provisions of Section 108 and other applicable Login Method for e-Voting and Joining Virtual Meeting for
provisions, if any, of the Companies Act, 2013 and the Companies Physical Shareholders and Shareholders other than individuals
(Management and Administration) Rules, 2014, as amended holding in Demat form.
and Regulation 44 of the SEBI (LODR) Regulations, 2015, the (i) The Shareholders should log on to the e-Voting website
Company is pleased to provide remote e-Voting as well as www.evotingindia.com.
e-Voting facility during the AGM to its Members through Central (ii) Click on “Shareholders / Members” tab.
Depository Services (India) Limited (CDSL), in respect of the
(iii) Now Enter your User ID:
businesses to be transacted at the 64th Annual General Meeting.
yy For CDSL: 16 digits beneficiary ID;
yy The Company has appointed M/s A K Jain & Associates, Practising
yy For NSDL: 8 character DP ID followed by 8 digits Client ID;
Company Secretaries represented by its Partners - Mr Balu Sridhar /
Mr Pankaj Mehta, as the Scrutinizer for conducting both yy Members holding shares in Physical Form should enter
the remote e-Voting and e-Voting during the AGM in a fair Folio Number registered with the Company.
and transparent manner and they have communicated their (iv) Next enter the Image Verification as displayed and Click on
willingness for the same. Login.
7
(v) If you are holding shares in demat form and had logged on to (xiv) Once you “CONFIRM” your vote on the resolution, you will not
www.evotingindia.com and voted on an earlier voting of any be allowed to modify your vote.
Company, then your existing password is to be used. (xv) You can also take printout of the votes cast by clicking on “Click
(vi) If you are a first time user, follow the steps given below: here to print” option on the Voting page.
For Physical Shareholders and Shareholders other than Individual Shareholders holding securities in Demat form:
individuals holding shares in Demat form Type of
Login Method
PAN Enter your 10 digit alpha-numeric PAN issued by Shareholders
Income Tax Department (Applicable for both demat Individual 1) Users who have opted for CDSL Easi / Easiest
Shareholders as well as physical Shareholders). Shareholders facility, can login through their existing user id and
Shareholders who have not updated the PAN holding securities password. Option will be made available to reach
details with the Company/Depository Participant are in Demat mode e-Voting page without any further authentication.
requested to use the “Sequence Number” provided with CDSL The URL for users to login to Easi / Easiest are
through e-mail. https://web.cdslindia.com/myeasi/home/login
Please refer Point No.20 for registering the e-mail or visit www.cdslindia.com and click on Login
address. icon and select New System Myeasi.
Dividend Enter the Dividend Bank Details or Date of Birth (in 2) After successful login the Easi / Easiest, user
Bank dd/mm/yyyy format) as recorded in your demat will be able to see the e-Voting option for eligible
Details or account or in the Company records in order to login. companies where the e-Voting is in progress as
Date of Shareholders who have not updated their DOB or per the information provided by the Company.
Birth (DOB) Dividend Bank Details with the Company / Depository On clicking the e-Voting option, the user will be
Participant are requested to use the User ID, in the able to see e-Voting page of the e-Voting service
Dividend Bank details field. provider for casting the vote during the remote
(vii) After entering these details appropriately, click on “SUBMIT” e-Voting period or joining virtual meeting and
tab. voting during the meeting. Additionally, there
are also links provided to access the system of
(viii) Members holding shares in physical form will then directly
all e-Voting Service Providers i.e. CDSL/NSDL/
reach the Company selection screen. However, Members
KARVY/LINKINTIME, so that the user can visit
holding shares in demat form will now reach ‘Password
the e-Voting service providers' website directly.
Creation' menu wherein they are required to mandatorily enter
their login password in the new password field. Kindly note that 3) If the user is not registered for Easi/Easiest, option
this password is to be also used by the demat holders for voting to register is available at https://web.cdslindia.
for resolutions of any other Company on which they are eligible com/myeasi/Registration/EasiRegistration
to vote, provided that Company opts for e-Voting through 4) Alternatively, the user can directly access
CDSL platform. It is strongly recommended not to share your e-Voting page by providing Demat Account
password with any other person and take utmost care to keep Number and PAN No. from a e-Voting link
your password confidential. available on www.cdslindia.com home page or
(ix) For Members holding shares in physical form, the details can click on https://evoting.cdslindia.com/Evoting/
be used only for e-Voting on the resolutions contained in this EvotingLogin. The system will authenticate the
Notice. user by sending OTP on registered Mobile &
e-mail as recorded in the Demat Account. After
(x) Click on the EVSN for “TTK HEALTHCARE LIMITED” on which
successful authentication, user will be able to
you choose to vote.
see the e-Voting option where the e-Voting is in
(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” progress and also be able to directly access the
and against the same the option “YES/NO” for voting. Select system of all e-Voting Service Providers.
the option YES or NO, as desired. The option YES implies that
you assent to the Resolution and option NO implies that you
dissent to the Resolution.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the
entire Resolution details.
(xiii) After selecting the resolution you have decided to vote on, click
on “SUBMIT”. A confirmation box will be displayed. If you wish
to confirm your vote, click on “OK”, else to change your vote,
click on “CANCEL” and accordingly, modify your vote.
8
Individual 1) If you are already registered for NSDL IDeAS yy Important note: Members who are unable to retrieve User
Shareholders facility, please visit the e-Services website of ID/ Password are advised to use Forget User ID and Forget
holding securities NSDL. Open web browser by typing the following Password option available at above mentioned website.
in demat mode URL: https://eservices.nsdl.com either on a yy Helpdesk for Individual Shareholders holding securities
with NSDL Personal Computer or on a mobile. Once the in demat mode for any technical issues related to login
home page of e-Services is launched, click on through Depository i.e. CDSL and NSDL
the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS' section. A new screen Login type Helpdesk details
will open. You will have to enter your User ID Individual Members facing any technical issue in login can
and Password. After successful authentication, Shareholders holding contact CDSL helpdesk by sending a request at
you will be able to see e-Voting services. Click securities in Demat [email protected] or contact
on “Access to e-Voting” under e-Voting services mode with CDSL at 022- 23058738 and 022-23058542-43.
and you will be able to see e-Voting page. Click Individual Sharehold- Members facing any technical issue in login can
on Company name or e-Voting service provider ers holding securities contact NSDL helpdesk by sending a request at
name and you will be re-directed to e-Voting in Demat mode with [email protected] or call at toll free No.: 1800
service provider website for casting your vote NSDL 1020 990 and 1800 22 44 30
during the remote e-Voting period or joining
virtual meeting & voting during the meeting. Instructions for Shareholders for e-Voting during the AGM:
2) If the user is not registered for IDeAS e-Services, (i) The procedure for e-Voting during the AGM is same as the
option to register is available at https:// instructions mentioned above for Remote e-Voting.
eservices.nsdl.com. Select “Register Online (ii) Shareholders who have voted through remote e-Voting will be
for IDeAS “Portal or click at https://eservices. eligible to attend the AGM. However, they will not be eligible to
nsdl.com/SecureWeb/IdeasDirectReg.jsp. cast their vote through e-Voting system available at the AGM.
3) Visit the e-Voting website of NSDL. Open web (iii) Only those Shareholders, who are present in the AGM
browser by typing the following URL: https:// through VC / OAVM facility and have not cast their vote on
www.evoting.nsdl.com either on a Personal the Resolutions through remote e-Voting and are otherwise not
Computer or on a mobile. Once the home page barred from doing so, shall be eligible to vote through e-Voting
of e-Voting system is launched, click on the icon system available during the AGM.
“Login” which is available under ‘Shareholder/ (iv) If any votes are cast by the Shareholders through the e-Voting
Member' section. A new screen will open. You available during the AGM and if the same Shareholders have
will have to enter your User ID (i.e. your sixteen not participated in the meeting through VC / OAVM facility,
digit demat account number held with NSDL),
then the votes cast by such Shareholders shall be considered
Password/OTP and a Verification Code as shown
invalid as the facility of e-Voting during the meeting is available
on the screen. After successful authentication,
only to the Shareholders attending the meeting.
you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on Other Instructions:
Company name or e-Voting service provider (i) Note for Non-individual Shareholders & Custodians:
name and you will be redirected to e-Voting
yy Non-individual Shareholders (i.e. other than Individuals,
service provider website for casting your vote
HUF, NRI, etc.) and Custodians are required to log on
during the remote e-Voting period or joining
to www.evotingindia.com and register themselves in the
virtual meeting & voting during the meeting.
“Corporates” modules.
Individual 1) You can also login using the login credentials
yy A scanned copy of the Registration Form bearing the
Shareholders of your demat account through your Depository
(holding securities Participant registered with NSDL/CDSL for stamp and sign of the entity should be e-mailed to CDSL at
in demat mode) e-Voting facility. After successful login, you [email protected].
login through will be able to see e-Voting option. Once you yy After receiving the login details, a Compliance User should
their Depository click on e-Voting option, you will be redirected be created using the admin and login password. The
Participants to NSDL/CDSL Depository site after successful Compliance User would be able to link the account(s) for
authentication, wherein you can see e-Voting which they wish to vote on.
feature. Click on Company name or e-Voting yy The list of accounts linked in the login should be mailed
service provider name and you will be redirected to [email protected] and on approval of the
to e-Voting service provider website for casting accounts, they would be able to cast their vote.
your vote during the remote e-Voting period
yy A scanned copy of the Board Resolution and Power of
or joining virtual meeting & voting during the
Attorney (POA) which they have issued in favour of the
meeting.
9
Custodian, if any, should be uploaded in PDF format in the Frequently Asked Questions (“FAQs”) and e-Voting manual
system for the scrutinizer to verify the same. available at www.evotingindia.com under Help Section or
write an e-mail to [email protected] or contact
(ii) Alternatively, Non-individual Shareholders are required to send
Mr Nitin Kunder (022-23058738) or Mr Mehboob Lakhani
the relevant Board Resolution / Authority Letter, etc., together (022-23058543) or Mr Rakesh Dalvi (022-23058542).
with attested specimen signature of the duly authorized
All grievances connected with the facility for voting by electronic
signatory who are authorized to vote, to the e-mail address of
means may be addressed to Mr Rakesh Dalvi, Manager
Scrutinizer [email protected] and to the Company (CDSL), Central Depository Services (India) Limited, A Wing,
[email protected], if they have voted from 25th Floor, Marathon Futurex, Mafatlal Mill Compounds,
individual tab and not uploaded the same in the CDSL e-Voting N M Joshi Marg, Lower Parel (East), Mumbai 400 013 or
system for the scrutinizer to verify the same. send an e-mail to [email protected] or call on
If you have any queries or issues regarding attending AGM 022-23058542 / 43.
and e-Voting from the e-Voting System, you may refer the
23. Additional Information of Directors [relating to Item No.3] with regard to reappointment, as required under Regulation 36(3) of the SEBI
(LODR) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) by ICSI:
Nature of Appointment Retirement by rotation and seeking reappointment

Name of the Director Mr R K Tulshan
Director Identification Number (DIN) 00009876
Date of Birth and Age 20.09.1954 – 67 years
Date of first appointment on the Board 30.11.1984
Brief Resume, Qualification, Experience and Nature of Expertise in specific yy He is a Commerce Graduate.
functional areas yy He has an experience of nearly four decades in Business and has been a Director of
the Company for the last 37 years.
yy He is actively involved in Rotary activities and is the Past President of the Rotary
Club of New Delhi.
yy He has expertise in the areas of management business, consumer behaviour, social
responsibility, general management and people development.
No. of Board Meetings attended during the year as a Director All the five meetings held during the year 2021-22.
Memberships / Chairmanships of Committees of the Board of the Company Member of the Stakeholders Relationship Committee and Nomination and Remuneration
Committee.
Directorships held in other Companies / entities yy Kanishka Enterprises Limited
yy ISO-Therm Cargo Products Private Limited
yy Varum Eximp Private Limited
yy Grand Slam Overseas Private Limited
Memberships / Chairmanships of Committees of other Boards He does not hold any Membership / Chairmanship of Committees of the Board of any
other Company.
Remuneration last drawn Sitting Fees of Rs.20,000/- per meeting of the Board and Committees thereof.
Remuneration sought to be paid Sitting Fees as approved by the Board of Directors, from time to time, within the limits
prescribed under the Companies Act, 2013.
Shareholding in the Company 31,487 (0.22%)
Relationship with other Directors and Key Managerial Personnel of the Company NIL
BY ORDER OF THE BOARD

Place: Chennai S KALYANARAMAN
Date : May 23, 2022 Wholetime Director & Secretary
Registered Office:
No.6, Cathedral Road
Chennai 600 086
10
Statement of material facts pursuant to Section 102(1) of the Companies Act, 2013 and Regulation 36(5) of the SEBI (LODR)
Regulations, 2015:
The following explanatory statement sets out all material facts relating This resolution also authorizes Board of Directors to fix the remuneration
to the Ordinary / Special Businesses mentioned in the accompanying payable to the Statutory Auditors from time to time based on the
Notice: recommendations of the Audit Committee.
Item No.4 The Board recommends the Ordinary Resolution at Item No.4 for the
approval of Members.
At the 59 Annual General Meeting of the Company held on 4
th th
August, 2017, the Members approved the appointment of M/s None of the Directors or Key Managerial Personnel of the Company or
PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm their relatives are concerned or interested, financially or otherwise in
Registration No.003990S/S200018), as Statutory Auditors of this Resolution.
the Company, for a term of 5 (five) consecutive years, to hold Item No.5
office till the conclusion of the 64th Annual General Meeting.
As per the provisions of the Sections 197 and 198 of the Companies
The Board of Directors at their meeting held on 23rd May, 2022 and
Act, 2013 ("the Act") and the Rules made thereunder, remuneration
based on the recommendations of the Audit Committee, have approved
payable to Non-Executive Directors including Independent Directors,
the reappointment of M/s. PKF Sridhar & Santhanam LLP, Chartered
other than Managing Director or Wholetime Directors, shall not exceed
Accountants, as Statutory Auditors of the Company, for a further term of
(i) one percent of the net profits of the Company, if there is a managing
5 (five) consecutive years, (i.e.) from the conclusion of this 64th Annual
or wholetime director or manager; (ii) three percent of the net profits in
General Meeting till the conclusion of the 69th Annual General Meeting.
any other case.
A brief profile of M/s. PKF Sridhar & Santhanam LLP is provided below:
The Non-Executive Directors and the Independent Directors of the
yy The Firm has been in existence from 1978, initially as a Partnership Company bring with them significant professional expertise and
Firm and presently as a Limited Liability Partnership. They are one of rich experience across a wide spectrum of functional areas such as
the leading Professional Service Providers with Global experience. marketing, technology, business strategy, corporate governance,
yy Has 23 partners as of now and has over 700 people – Directors with information systems and finance, including monitoring of risk
global exposures, Professionals from multifarious disciplines and management and compliances.
Staff with international assignments.
Further, with the enhanced Corporate Governance requirements under
yy Has its Head Office at Chennai and has offices in four cities, viz., the Act and the SEBI Listing Regulations, the role and responsibilities
Mumbai, New Delhi, Bengaluru and Hyderabad. of the Board, particularly the Independent Directors has become more
yy Is a member of PKF – a Global Network of Independent Accounting onerous, requiring greater time commitments, attention and a higher
Firms and an exclusive member of India. level of oversight.
yy The Firm has a very impressive list of clients across multiple industry In view of the above, it is proposed that remuneration not exceeding
verticals. one percent of the net profits of the Company calculated in accordance
yy The firm has been peer reviewed in 2019. Also, as a part of the “Forum with the provisions of Section 198 of the Companies Act, 2013 be paid
of Firms”, an association of international networks of accounting and distributed, with effect from 1st April, 2022, to the Non-Executive
firms that perform audits of financial statements that are or may be Directors including Independent Directors of the Company, as
used across national borders, the firm maintains international quality determined by the Board and / or a Committee thereof, in line with the
control standards. provisions of Section 197 and other applicable provisions, if any, of the
yy The Firm uses technology, data analytics and audit software in Companies Act, 2013 and the Rules made thereunder and Regulation
conducting audits. 17(6) of the SEBI (LODR) Regulations, 2015. Such payment will be in
The reappointment and the fixation of remuneration is subject to addition to the sitting fees for attending the meetings of the Board and
approval of the Members of the Company. its Committees thereof.
Their reappointment, if made, will be in accordance with the provisions of The Board recommends the Special Resolution at Item No.5 for the
the Companies Act, 2013, the Chartered Accountants Act, 1949 and the approval of Members.
Rules and Regulations made thereunder. They also satisfy the criteria All the Directors other than the Wholetime Directors and the Key
provided under Section 141 of the Companies Act, 2013 and are not Managerial Personnel of the Company and their respective relatives,
disqualified under the said Acts. are concerned or interested, financially or otherwise in this Resolution.
For the financial year 2021-22, the Statutory Auditors were paid Item No.6
Rs.37.50 lakhs plus GST for carrying out the statutory audit, Rs.25,000 As per the provisions of Section 186 and other applicable provisions,
plus GST per Quarter for carrying out the Limited Review of the if any, of the Companies Act, 2013 and the Rules made thereunder,
Unaudited Financial Results and Rs.7.79 lakhs including GST towards no Company shall directly or indirectly- (a) give any loan to any person
other services. or other body corporate; (b) give any guarantee or provide security
11
in connection with a loan to any other body corporate or person; and Item No.7
(c) acquire by way of subscription, purchase or otherwise, the securities The Board, on the recommendation of the Audit Committee, approved the
of any other body corporate, exceeding sixty percent of its paid-up appointment and remuneration of M/s Geeyes & Co., Cost Accountants
share capital, free reserves and securities premium account or one as Cost Auditors, to conduct audit of the cost accounting records
hundred percent of its free reserves and securities premium account, maintained by the Company, for the following product categories:
whichever is more, without the approval of Members by means of a
yy Drugs and Pharmaceuticals under the Regulated Sector;
Special Resolution passed at the General Meeting.
yy Rubber and its Allied Products viz., Male Contraceptives; and
In order to make optimum use of the funds available with the Company Medical Devices viz., Heart Valves and Orthopaedic Implants under
consequent upon the sale of Human Pharma Division and also to Non-Regulated Sector;
achieve the long term strategic and business objectives, it is proposed
for the financial year ending 31st March, 2023.
to seek prior approval of Members vide an enabling resolution to provide
loans, guarantees and make investments upto a sum of Rs.1,000 crores In accordance with the provisions of Section 148 and other applicable
(Rupees One thousand crores only), over and above the aggregate of provisions, if any, of the Companies Act, 2013 and the Rules made
sixty percent of Paid-up Share Capital, Free Reserves and Securities thereunder, the remuneration of Rs.5,00,000/- (Rupees Five lakhs only)
Premium Account or one hundred percent of Free Reserves and plus applicable taxes and levies and reimbursement of travel and out-
Securities Premium Account, whichever is more, as prescribed under of-pocket expenses incurred in connection with the audit, payable to
Section 186 of the Act. the said Cost Auditors, for the financial year ending 31st March, 2023,
as recommended by the Audit Committee and approved by the Board
The Board recommends the Special Resolution at Item No.6 for the
of Directors of the Company, has to be ratified by the Members of the
approval of Members.
Company.
None of the Directors or Key Managerial Personnel of the Company or
The Board recommends the Ordinary Resolution at Item No.7 for
their relatives is concerned or interested, financially or otherwise, in this
ratification by the Members.
resolution.
None of the Directors or Key Managerial Personnel of the Company or
their relatives is concerned or interested, financially or otherwise, in this
resolution.
BY ORDER OF THE BOARD

Place: Chennai S KALYANARAMAN
Date : May 23, 2022 Wholetime Director & Secretary
Registered Office:
Chennai 600 086
12
Board's Report
(Including Management Discussion and Analysis Report)
Your Directors have pleasure in presenting the 64th Annual Report Pre-Tax Profit for the year stood at Rs.24.84 crores as against the
together with the Audited Financial Statements for the financial year previous year's figure of Rs.22.62 crores.
ended 31st March, 2022. (During the year under review, the Revenue from Human Pharma
Sale / Transfer of Human Pharma Division: Operations held for sale in the subsequent year amounted to Rs.198.04
crores as against the previous year's figure of Rs.160.47 crores, a
In terms of the consent from the Members of the Company by means
growth of around 23%).
of a Special Resolution passed through Postal Ballot Process on 23rd
April, 2022, the Human Pharma Division (Undertaking) of your Company A detailed review is presented under the Section “Segmentwise
stands transferred, as a going concern, on a slump sale basis, for a Performance”.
consideration of Rs.805 crores (subject to adjustment for working Dividend:
capital and other items that are customary in such transactions) to Your Directors are pleased to recommend a dividend of Rs.10/- (100%)
M/s BSV Pharma Private Limited (BSV), with effect from 9th May, 2022. per Equity Share of Rs.10/- each for the year ended 31st March, 2022.
Consequently, in line with the Accounting Standard Ind AS 105, the [Previous Year - Rs.6.00 (60%) per Equity Share of Rs.10/- each].
results of your Company for the year under review were separately The dividend pay-out is in accordance with the Company's Dividend
shown as "Profit / (Loss) from Continuing Operations" and "Profit / Distribution Policy.
(Loss) from Human Pharma Operations held for sale in the subsequent
year". Share Capital:
The Paid-up Equity Share Capital as on 31st March, 2022 was Rs.1,413.03
Financial Results:
lakhs. Your Company has not issued any shares with differential voting
(Rs. in lakhs)
rights nor granted stock options nor sweat equity.
2021-22 2020-21
(a) Continuing Operations MANAGEMENT DISCUSSION AND ANALYSIS:
Profit before Depreciation & Tax 3,493.04 2,754.33 (A) INDUSTRY STRUCTURE AND DEVELOPMENTS:
Less: Depreciation 1,258.36 1,301.96
Add: Exceptional Item – Profit Though the performance during First Quarter was impacted
on sale of land / Interest on due to the second wave of CoVID-19 pandemic, all the
Tax Refund 249.05 809.79 Businesses / Divisions have reported a smart recovery in the
Profit before Tax 2,483.73 2,262.16 subsequent Quarters, thus closing the year with a healthy growth.
Less: Tax expense:
Current Tax 743.67 747.91
The Indian Pharmaceutical Market (IPM) currently valued at
Tax relating to earlier years – (1,964.81) Rs.1,85,498 crores [Source: IQVIA MAT March 2022] grew by
Deferred Tax (110.96) 632.71 (199.11) (1,416.01) around 18%.
Profit after tax from Continuing The growth was driven by volumes (9%), price revisions (5%)
Operations 1,851.02 3,678.17
and new introductions (4%). Market growth is primarily driven by
for sale in the subsequent year
Respiratory (44%), Parenterals (39.8%), Anti-Infectives (35%) and
Profit before Tax 3,294.14 1,443.03 Pain / Analgesics (21.6%).
Less: Tax Expense 986.33 477.09 (B) OPPORTUNITIES AND THREATS
Profit after tax from Human
Pharma Operations held for sale 2,307.81 965.94 Opportunities:
in the subsequent year yy Your Company has the unique advantage of an exclusive
Profit after tax [(a)+(b)] 4,158.83 4,644.11 network for distribution of FMCG / OTC products. This can be
leveraged for launch of new products so as to ensure improved
Surplus Account:
profitability and value creation through brand building.
Balance as per last Balance Sheet 16,771.09 12,645.18
Add: Profit for the year 4,158.83 4,644.11 yy In view of the increasing spend by Pet parents on Pet /
Other Comprehensive Income for Companion Animals over the years, this segment of the Animal
the year (Net of Tax) 12.31 4,171.14 (94.29) 4,549.82 Welfare Division (AWD) offers good potential for growth.
Total 20,942.23 17,195.00
yy On Medical Devices front, the market continues to be dominated
Less: Dividend Paid 847.82 423.91
by imported medical devices / implants. Since your Company
Net Surplus 20,094.41 16,771.09
manufactures world class products and these are priced
Review of Performance: competitively, this segment provides opportunity for growth.
During the year under review, the Revenue from Continuing Operations The “Make in India” and the “Atmanirbhar Bharat Abhiyaan”
amounted to Rs.599.24 crores as against the previous year's figure of (Self-reliant India) initiatives by the Government of India would
Rs.476.06 crores, a growth of around 26%. further enhance the growth prospects for this Segment and
13
Board’s Report (Contd.)
provide further fillip to the indigenous manufacture of medical contributed in excess of 30% to the Division's sales, with a double
devices. These products also have export potential. digit growth.
yy The Central Government's Medical Insurance Scheme - The strategy for the year 2022-23 would be to sustain the current
Ayushman Bharat being implemented to cover poor families momentum and to achieve a healthy growth from all Sub-divisions
is also likely to increase the number of treatment procedures along with Institution and Export businesses.
which would, in turn, improve the demand for medical implants
viz., Heart Valves and Ortho Implants manufactured by your Consumer Products Business:
Company. The Consumer Products Division reported a revenue from
yy Considering the size of the market for food products, the Foods operations of Rs.217.44 crores, with a growth of around 24%.
Business of your Company has potential for growth including Woodward's Gripewater (WGW)
branding / retail and export opportunities. During the year under review, Woodward's Gripe Water (WGW)
Threats: achieved an all-time high sales volume in excess of 4,50,000
yy Considering the commodity nature of the current Foods cases, with a healthy growth.
Business, there is pressure on price realizations. Nevertheless, The scaling up of key consumer-centric marketing activities such
this is mitigated through enhanced focus on export markets and as Media, Digital Engagement and consumer activation enabled
also launch of innovative and differentiated products. Further, the brand to deliver a sustained volume month-on-month.
efforts are also being made to convert part of the B2B business
The strategy for the year 2022-23 would be (i) to sustain Southern
into branded / retail business.
markets by driving consumption increase; and (ii) to grow the Non-
(C) SEGMENTWISE PERFORMANCE: South markets through appropriate promotional investments.
Your Company is engaged in Animal Welfare Products, Consumer
EVA
Products, Medical Devices, Protective Devices and Foods
Businesses. Despite the fact that the First Quarter was quite challenging for EVA
A look at the performance of individual Business Segments: as a brand due to CoVID-19 second wave, the brand demonstrated
a very good resilience in the subsequent Quarters and reported a
Human Pharma Division [Ethical Products Division (EPD) & healthy growth over the previous year.
Ventura Division] (since sold off)
The new 360 Degree “Eva Special Happens” campaign with
The Human Pharma Division of your Company was dealing in
celebrity endorsement helped in increasing brand awareness
Pharmaceutical formulations (Herbal and Allopathic) in various
and turnover during the said period. The brand was on constant
therapeutic segments and supplements, for human use.
communication across channels from Second Quarter onwards.
During the year 2021-22, EPD and Ventura Divisions have The launch of limited edition in Fourth Quarter helped to create
registered a revenue from operations of Rs.198.04 crores, with a excitement and buzz amongst the consumers. Talc & Lip ranges
growth of around 23%. too performed reasonably well.
Though there was some impact on the performance during First The strategy for the year 2022-23 would be- (i) to further
Quarter due to the second wave of CoVID-19 pandemic, the strengthen the brand communication “Eva Special Happens”
business improved gradually in the subsequent Quarters, thus and gain market share; (ii) to increase trials for the brand through
resulting in a robust performance for the year as a whole. relevant and effective marketing activations; (iii) to build stronghold
During the year under review, two new products viz., Chirocyst in Modern Trade and e-Com channels; and (iv) to launch strategic
DS and PCO 360 were launched under Ventura Division and the brand extensions under fragrances and personal enhancement
response was encouraging. categories.
Animal Welfare Division (AWD) Skore
The Animal Welfare Division of your Company deals in During the year under review, Skore brand has regained its
Pharmaceutical formulations in various therapeutic segments and momentum and managed to reach its pre-CoVID numbers and the
feed supplements, for veterinary use. overall growth was satisfactory.
During the year under review, Animal Welfare Division registered Skore also saw good growth in its non-condom segment, aided
a revenue from operations of Rs.99.11 crores, with a growth of by significant increase in India's digital offtake, especially post
around 27%. pandemic.
With top ten brands contributing significantly to the total sales, On brand front, focus remained on innovation and disruption with
all the Sub-divisions under AWD (Bovianim, Gallus, Companim & the launch of a unique offering namely ‘Skore Nothing', India's
Aquanim) have performed well. thinnest flavoured condoms and carried out a Brand Campaign,
which helped in generating good buzz and momentum for the
OTO (Orcal-P - Tefroli - Ossomin) Group, the flagship brands
brand.
14
The brand also focused on strengthening its e-Commerce sales Ortho Division
with the help of a couple of exclusive e-Com launches as well as The Division recorded a turnover of Rs.33.73 crores, with a growth
focus on Pleasure products. In 2021-22, skoreindia.com the Direct- of around 150% over the previous year. Both the Knee and the Hip
to-Consumer (D2C) initiative too, started contributing well to the segments reported a healthy growth.
overall brand sales.
Though there was some challenge during First Quarter due to
The strategy for 2022-23 would be (i) to drive distribution second wave of CoVID-19 pandemic, there has been significant
expansion; (ii) to further increase in the Skore retail reach in improvement in the performance in the subsequent Quarters with
Tier-1 towns; (iii) to improve e-commerce sales through D2C the opening up of the pent-up demand.
channels and digital marketing initiatives; and (iv) to capture
The launch of Hip Replacement System has been expanded to
and own pleasure space in India through digital medium for the
more geographies and the response is encouraging.
pleasure product range.
Productivity improvements in manufacturing helped to increase
Good Home production to a very significant level as compared to the previous
During the year under review, Good Home as a brand reported a year.
healthy growth. The strategy for the year 2022-23 would be (i) to expand the
Aroma (Perfumed Air Freshener) has been a true standout distribution and team footprint further in States mapped to
during the year registering a significant growth. Despite intense potential; (ii) to build on relationships to improve market share; (iii)
competition, Unblox (Drain Cleaner) too delivered a healthy growth. to strengthen sales performance in Revision and Hinge surgeries;
The launch of Sponge Wipes and Ultra-scrubbers widened the (iv) to improve manufacturing productivity; and (v) to test launch
portfolio. Relaunch of Odour Remover in new packaging and the new Fixed Bearing Knee.
positioning was another highlight for 2021-22.
Protective Devices Business:
The strategy for 2022-23 would be (i) to transform Good Home into During the year under review, the Protective Devices Division
a stronger brand by introducing new packaging and positioning; delivered an impressive performance with a revenue from
(ii) to build further volumes for Odour Remover, Aroma Air operations of Rs.133.26 crores (including Skore), a growth of
Fresheners, etc., (iii) to launch new products in Dish wash / Home around 41%.
Cleaning Agent Segments; and (iv) to focus on e-Com / Modern
Your Company has witnessed a good increase in productivity due
Trade to exploit the untapped potential.
to healthy order inflow, during the year.
Medical Devices Business: In addition to supplying of Skore Brand of Condoms, your Company
Heart Valve Division has also been supplying Condoms for a leading International
During the year under review, Heart Valve Division recorded Brand both for their India and Overseas requirements and has also
won a contract for supply of Condoms to an International Agency
a revenue from operations of Rs.17.18 crores, with a growth of
till July 2023.
around 30%.
As in the past many years, your Company successfully went through
There has been good improvement in the overall performance as
the Quality Audits conducted by the British Standards Institution
compared to the previous year though the Division is yet to scale
(BSI) for ISO Standards and CE Mark, South African Bureau of
the pre-CoVID volumes. Standards for SABS Certification and SCS Global Services for
The performance of Imported Cardiamed Bileaflet Valves was Forest Stewardship Council Certification, as part of the continual
quite satisfactory. assessment. Your Company is also being successfully audited for
Your Company signed an agreement for the manufacture and SEDEX and BSCI Standards by various agencies which are Social
supply of cardiology products like PTCA Catheters and Coronary compliance requirements.
Stents. The product registration with the regulatory authorities is Your Company successfully retained all the certifications without
in progress. any major or critical non-conformances and is also one of the pre-
qualified supplier under WHO-UNFPA Pre-Qualification Scheme
The Single Centric Clinical Trials relating to new model TTK Chitra
for Male Latex Condoms which is a requirement to supply products
TC2 Titanium Valve is progressing at Sree Chitra Tirunal Institute
to reputed International Aid Agencies.
of Medical Science and Technology (SCTIMST) with ten valves
implanted as of now. During the year under review, your Company had launched /
supplied a few value added, innovative and differentiated products
The focus for the year 2022-23 would be (i) to grow the volumes of developed by your Company's Research & Development Division.
TTK Chitra Valves; (ii) to gain further volumes through Bi- Some more products both in the condoms and lubes range are in
Leaflet Valves; (iii) to venture into the cardiology market; and (iv) the process of development and a few of those would be launched
to complete the Single Centric Clinical Trial of TC2 Titanium Valve. during 2022-23.
15
Your Company during the year has exported branded products to Department and also through External Audit Firms. The Reports
various countries and with new registrations being initiated by both are periodically discussed internally. The Internal Auditors
Third Party Contractors and International Aid Agency and they monitor and evaluate the efficacy and adequacy of internal control
would further enhance its export footprint to a few more countries system in your Company, its compliance with operating systems,
during the year 2022-23. accounting procedures and policies at all locations of your
The focus for the year 2022-23 would be (i) to develop and strengthen Company. Significant audit observations and corrective actions
relationships with third party contract manufacturing customers for thereon are presented to the Audit Committee.
increasing the volumes; (ii) to work on cost optimization to be more Frauds:
competitive in the domestic and international bid businesses; and
During the year under review, no fraud was reported by the
(iii) to increase the production output by strengthening the existing
Internal Auditors, Statutory Auditors, Cost Auditors and Secretarial
infrastructure and through automation, where feasible.
Auditors.
Foods Business:
(G) FINANCIAL PERFORMANCE:
During the year under review, Foods Division registered a revenue Consequent to the sale / transfer of the Human Pharma Division
from operations of Rs.98.03 crores (Previous Year Rs.101.62 (Undertaking) of the Company, effective 9th May, 2022, the results
crores). of your Company for the year under review were separately shown
The turnover was marginally lower as compared to the previous as "Profit / (Loss) from Continuing Operations" and "Profit / (Loss)
year due to the impact of CoVID-19 and a steep increase in edible from Human Pharma Operations held for sale in the subsequent
oil prices which reduced the demand for ready to fry products. year, in line with the Accounting Standard Ind AS 105".
Your Company being a pioneer in developing innovative products (Rs. in lakhs)
and concepts in this category has developed products for different 2021-22 2020-21
applications like ready to salt roasting, hot air popping and (a) Continuing Operations
mechanical popping considering future trend of healthy snacks Revenue from Operations (Net) 59,923.99 47,605.86
and increasing oil prices. All these products have been developed Other Income 1,633.06 993.47
at the R&D facility in Hosakote, Bengaluru. Total Income 61,557.05 48,599.33
Cost of Materials Consumed 28,149.47 20,932.49
Relentless use of TPM and other measures have yielded in
Employee Benefits Expense 10,284.24 9,369.79
lowering operational cost and improving efficiency. Other Expenses 19,306.55 15,371.63
Focus is being given for manufacturing 2D die-cut products at Profit before Finance Cost,
Jaipur plant in order to make the lines more versatile and improve Depreciation & Exceptional Items 3,816.79 2,925.42
capacity utilization. Finance Cost 323.75 171.09
Depreciation 1,258.36 1,301.96
The strategy for the year 2022-23 would be (i) to further increase
Exceptional Item – Profit on sale of land /
the capacity utilization at Jaipur facility through enhanced focus Interest on Tax Refund 249.05 809.79
on domestic / institutional and export businesses; and (ii) also to Profit before Tax 2,483.73 2,262.16
work on developing and launching innovative and differentiated Less: Tax Expense
products to improve volumes / margins. Current Tax 743.67 747.91
Tax relating to earlier years – (1,964.81)
(D) OUTLOOK:
Deferred Tax (110.96) (199.11)
In view of the above developments and initiatives, the outlook for
Profit after tax from Continuing
your Company as a whole for 2022-23, appears promising. Operations 1,851.02 3,678.17
(E) RISKS AND CONCERNS: (b) Human Pharma Operations held for
sale in the subsequent year
The analysis presented in the Industry Scenario and Opportunities
Profit before Tax 3,294.14 1,443.03
and Threats Section of this Report throws light on the important
Less: Tax Expense 986.33 477.09
risks and concerns faced by your Company. The strategy of your Profit after tax from Human Pharma
Company to de-risk against these factors is also outlined in the Operations held for sale in the
said Sections. subsequent year 2,307.81 965.94
Profit after Tax [(a)+(b)] 4,158.83 4,644.11
(F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company developed necessary Manuals / Standard Operating ANALYSIS OF PERFORMANCE:
Procedures (SOPs) for effectively implementing the Internal yy The revenue from Continuing Operations amounted to
Financial Control System. Accordingly, various Accounting and Rs.599.24 crores, with a growth of around 26% and the revenue
Reporting Policies have also been developed and implemented. from Human Pharma Operations held for sale in the subsequent
Internal Audits are regularly conducted through In-house Audit year amounted to Rs.198.04 crores, with a growth of around
23%.
16
Though there was some impact on the performance during First them to take up higher responsibilities. Also started a similar
Quarter due to the second wave of CoVID-19 pandemic, all the program for the third level Managers.
businesses improved gradually in the subsequent Quarters, Through the i-learn online training platform, your Company has
thus resulting in a healthy growth. provided training to around 250 employees on development of
yy The increase in Other Income was mainly due to (i) increase soft skills.
in interest on Fixed Deposits (ii) interest on Tax refund and Your Company has also continuously identified and rewarded
(iii) sale of scrap relating to Protective Devices Division. the employees and teams that have demonstrated the pursuit of
yy The increase in Employee Benefits Expense was mainly due excellence in the areas of marketing, customer focus, innovation,
to (i) regular annual increments / revision in packages; and (ii) business process transformation, etc., through R&R Programs
provision made for the increase in the packages of Unionized such as Xtra Mile, Trail Blazer and Corporate Excellence
Employees covered under Long Term Wage Settlement of Awards.
Pharma Division. As on 31st March, 2022, the employee strength was 2,588
yy The increase in Power and Fuel expenses was due to higher (Previous Year - 2,485).
production at Foods Division's factories at Hosakote and Jaipur yy Industrial Relations:
and also at Condoms factory at Puducherry.
The industrial relations during the year under review continued
yy The increase in Advertisement & Sales Promotion expenses to be cordial.
was mainly on account of the higher advertising and promotional
Your Company entered into a 3-year Wage Settlement (effective
activities undertaken relating to WGW, EVA, Good Home and
1st January, 2021) with the Workers' Union of the Foods Division,
Skore Brand of Condoms / Pleasure products range.
Hosakote.
yy The increase in Travelling & Conveyance was due to resumption
The Directors place on record their sincere appreciation for the
of regular travel post-CoVID-19 pandemic.
services rendered by employees at all levels.
yy As per the Provisioning Policy relating to Bad and Doubtful
Debts approved by the Audit Committee and the Board, a sum (I) INFORMATION TECHNOLOGY:
of Rs.32.02 lakhs (inclusive of Human Pharma Division) was Your Company has upgraded the Oracle ERP Application from
provided for Bad and Doubtful Debts for the year 2021-22. 12.1.3 to 12.2.10 and Oracle Database from Oracle 12C to Oracle
yy Bad Debts written off during the year under review, amounted to 19C.
Rs.18.39 lakhs, comprising- During the year under review, your Company has automated
(Rs. in lakhs) Key HR Processes such as the Recruitment and Performance
Pharma Division (including AWD) 9.82 Management System. Your Company has initiated a project titled
Ortho Division 3.72 FAST FORWARD for Ortho Division to automate the end-to-end
Foods Division 3.31 process of invoicing / inventory management.
Consumer Products Division 1.54 (J) FUTURISTIC STATEMENTS:
yy The increase in Legal and Consultancy charges was mainly This analysis may contain certain statements, which are futuristic
on account of the CE re-certification fees relating to Ortho in nature. Such statements represent the intentions of the
Division consequent to the change from Medical Devices Management and the efforts being put in by them to realize certain
Directives (MDD) to Medical Devices Regulations (MDR) and goals. The success in realizing these goals depends on various
the retainership fees paid to various media / digital agencies factors, both internal and external. Therefore, the investors are
with regard to the consumer brands and pleasure products. requested to make their own independent judgments by taking into
yy All the Other Expenses are in line with the increased level of account all relevant factors before taking any investment decision.
operations. (K) KEY FINANCIAL RATIOS:
(H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / Change
INDUSTRIAL RELATIONS FRONT: Particulars 2021-22 2020-21 Remarks
%
yy Human Resources: Debtors Turnover 12.34 9.28 32.97 F Mainly because of the
Ratio significantly improved
During the year 2021-22, your Company continued Inventory Turn- 4.25 3.55 19.72 F performance both in
to emphasize on the safety and health of employees in view over Ratio terms of Revenue from
of the CoVID-19 pandemic, with a constant focus on the safety Interest Coverage 16.73 15.65 6.90 F Operations and profitability
protocols, in line with the regulations announced by the various Ratio and effective management
Government Agencies. Current Ratio 2.06 1.99 3.52 F of Receivables /
Inventories, during the year
During the year, your Company completed the Leadership Operating Profit 7.03 5.48 28.28 F under review.
Advancement Program (LEAP) for the second level managers Margin (%)
on advanced leadership and managerial skills and prepared
17
Debt Equity Ratio 7.22 6.90 4.64 A Marginally higher due to All related party transactions are placed before the Audit Committee
(%) higher availment of Working as also the Board for approval. Prior omnibus approval of the
Capital Facilities from Audit Committee is obtained on a yearly basis for the transactions
Banks. which are repetitive in nature. A statement giving details of the
Net Profit Margin 5.22 7.30 (28.49) A During the previous
(%) year, the Net Profit was
transactions entered into with the related parties, pursuant to the
higher mainly due to the omnibus approval so granted, is placed before the Audit Committee
reversal of tax provisions and the Board of Directors for their approval / ratification on a
Return on Net 14.14 18.08 (21.79) A relating to earlier years. quarterly basis.
Worth (%) Consequently, the net profit
for the year under review The Register of Contracts containing the details of the transactions,
was lower, resulting in in which Directors / Key Managerial Personnel are interested, is
reduction in these ratios. placed before the Audit Committee / Board regularly.
F - Favourable; A - Adverse
The Board of Directors of your Company, on the recommendation
Above figures include Human Pharma Division held for sale in the subsequent
year. of the Audit Committee, adopted a policy on Related Party
DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND THE Transactions, to regulate the transactions between your Company
RULES MADE THEREUNDER: and its Related Parties, in compliance with the applicable provisions
(a) Annual Return: of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015. The Policy as approved by the Board is uploaded on the
Annual Return (Form MGT-7) for the year 2021-22 was made
Company's website at the following link https://ttkhealthcare.com/
available on the Company's website at the following link https://
investorlist/policies/.
ttkhealthcare.com.
Form AOC-2 containing the details of Related Party Transactions is
(b) Number of Meetings of the Board:
annexed as Annexure-2 to this Report.
The Board of Directors met 5 (Five) times during the year 2021-
(f) Corporate Governance:
22. The details of the Board Meetings and the attendance of the
Directors are provided in the Report on Corporate Governance. Your Company has complied with the various requirements of the
Corporate Governance Code under the provisions of the Companies
(c) Corporate Social Responsibility (CSR) Committee:
Act, 2013 and as stipulated under the SEBI (LODR) Regulations,
The Corporate Social Responsibility (CSR) Committee consists of 2015.
Mr T T Raghunathan as Chairman, Mr K Shankaran,
A detailed Report on Corporate Governance forms part of this
Dr (Mrs) Vandana R Walvekar and Mr Girish Rao as Members.
Annual Report.
Mr S Kalyanaraman is the Secretary to the Committee.
(g) Business Responsibility Report:
The Corporate Social Responsibility (CSR) Policy enumerating the
CSR activities to be undertaken by your Company, in accordance In accordance with the provisions of SEBI (LODR) Regulations,
with Schedule VII to the Companies Act, 2013 was recommended 2015 and on the basis of market capitalization as on 31st March,
to the Board and the Board adopted the same. The said policy was 2022, the Business Responsibility Report forms part of this Annual
also made available on the Company's website at the following link Report. (Page No.35)
https://ttkhealthcare.com/investorlist/policies/. (h) Risk Management:
The Annual Report under CSR Activities is annexed to this Report Your Company has developed and implemented a Risk Management
as Annexure-1. Policy which includes identification of elements of risk, if any, which
The details relating to the meeting(s) convened, etc., are furnished in the opinion of the Board, may threaten the existence of the
in the Report on Corporate Governance. Company.
(d) Composition of Audit Committee: Your Company has a Risk Identification and Management
Framework appropriate to the size of your Company and the
The Audit Committee consists of Mr Girish Rao as Chairman,
environment in which it operates.
Mr K Shankaran, Mr S Balasubramanian and Mr V Ranganathan as
Members. Mr S Kalyanaraman is the Secretary to the Committee. Your Company constituted a Risk Management Group (RMG)
More details on the Committee are given in the Report on Corporate with due representations from each of the Businesses / Functions
Governance. of your Company to effectively implement the Risk Management
Framework and to address the key risks.
(e) Related Party Transactions:
The meetings of the RMG were convened periodically, in order
During the year under review, no transaction of material nature has
to have detailed interactions / discussions with the Members /
been entered into by your Company with its Promoters, the Directors
Risk Owners on the various risks identified and the status of the
or the Key Managerial Personnel or their relatives, etc., that may
mitigation plans.
have a potential conflict with the interests of your Company.
18
The Risk Management Committee was constituted on 27th May, (iii) Key Managerial Personnel (KMP):
2021, in accordance with the SEBI (LODR) (Second Amendment) The following managerial personnel are Key Managerial
Regulations, 2021 notified on 5th May, 2021 and during the year Personnel (KMP):
two meetings were held on 12th July, 2021 and 20th October, 2021.
yy Mr T T Raghunathan, Executive Vice Chairman
The Company retained the services of a well-known consulting firm [Chief Executive Officer (CEO)];
and they made a detailed presentation to the Risk Management
yy Mr S Kalyanaraman, Wholetime Director & Secretary
Committee on the methodology adopted for arriving at the various
[Company Secretary]; and
risks after due interactions with the Business / Functional Heads
and the Risk Owners and also the updation of the Risk Register. yy Mr B V K Durga Prasad, President – Finance
[Chief Financial Officer (CFO)].
The Risk Management Committee was updated on the outcome of
the RMG Meetings held during the year. (iv) Performance Evaluation of the Board, its Committees,
The Audit Committee and the Board were also periodically updated Chairperson, Non-Independent Directors and Independent
Directors:
on the outcome of the Risk Management Committee Meetings and
on the key risk areas and its mitigation plans. The Risk Management In compliance with the provisions of the Companies Act, 2013
Framework was also periodically reviewed by the Audit Committee and the SEBI (LODR) Regulations, 2015, the performance
evaluation of the Board as a whole, its Committees,
and the Board.
Chairperson and Non-Independent Directors were carried out
(i) Directors and Key Managerial Personnel: during the year under review by the Independent Directors and
There are no changes in the composition of the Board of Directors the evaluation of the Independent Directors were carried out
during the year. by the entire Board of Directors excluding the Director being
None of the Directors are disqualified from being appointed or evaluated during the year under review. More details on the
holding office as Directors, as stipulated under Section 164 of the same are given in the Report on Corporate Governance.
Companies Act, 2013. (v) Policy on Directors' Appointment and Remuneration:
Certificate of Non-disqualifications of Directors from the Practicing Your Company adopted a Policy relating to selection,
Company Secretary is furnished under Report on Corporate appointment, remuneration and evaluation of Directors
Governance. (Page No.53) and Senior Management Personnel. The said Policy is
posted on the Company's website at the following link
(i) Reappointment of Directors:
https://ttkhealthcare.com/investorlist/policies/.
Mr R K Tulshan, liable to retire by rotation at the ensuing
(j) Auditors:
Annual General Meeting and being eligible, offers himself for
reappointment. The Board recommends his reappointment. (i) Statutory Auditor's and their Report:
(ii) Statement on Declaration by the Independent Directors of the yy Reappointment of Auditors:
Company: M/s PKF Sridhar & Santhanam LLP was appointed as
All the Independent Directors of your Company have given - Statutory Auditors of the Company, for a term of 5 years, to
hold office from the conclusion of the 59th Annual General
yy Declarations under Section 149(7) of the Companies Act,
Meeting till the conclusion of 64th Annual General Meeting.
2013 that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and The Board of Directors at their meeting held on 23rd
the Rules made thereunder and also Regulation 16(1)(b) of May, 2022, based on the recommendation of the Audit
the SEBI (LODR) Regulations, 2015. Committee, considered and recommended to the Members
of the Company, the reappointment of M/s. PKF Sridhar &
yy Confirmation of compliance with the Code for Independent
Santhanam LLP, Chartered Accountants (Firm Registration
Directors prescribed under Schedule IV to the Act and
No.003990S/S200018), as Statutory Auditors, for a further
the Company's Code of Conduct for Directors and Senior
term of five consecutive years, to hold office from the
Management Personnel.
conclusion of the 64th Annual General Meeting till the
yy Further, they have also confirmed that they are not aware conclusion of the 69th Annual General Meeting.
of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their A brief profile of M/s. PKF Sridhar & Santhanam LLP is
ability to discharge the duties with an objective independent provided below:
judgement and without any external influence. The Firm has been in existence from 1978, initially as
yy The terms and conditions of appointment of the Independent a Partnership Firm and presently as a Limited Liability
Directors are posted on the Company's website at the Partnership. They are one of the leading Professional
following link https://ttkhealthcare.com/wp-content/ Service Providers with Global experience.
uploads/2019/09/ Terms-and-Conditions-of-Appointment-of- Has 23 partners as of now and has over 700
Independent-Directors-2.pdf. people – Directors with global exposures, Professionals
19
from multifarious disciplines and Staff with international intimation of the said appointment would be given to the
assignments. Central Government vide Form CRA-2.
Has its Head Office at Chennai and has offices in M/s Geeyes & Co., have confirmed that their appointment
four cities, viz., Mumbai, New Delhi, Bengaluru and is within the limits prescribed under Section 141 of the
Hyderabad. Companies Act, 2013 and have also certified that they are
Is a member of PKF – a Global Network of Independent free from any disqualifications specified under the said
Accounting Firms and an exclusive member of India. Section.
The Firm has a very impressive list of clients across The Audit Committee also received a Certificate from the
multiple industry verticals. Cost Auditors certifying their independence and arm's length
The firm has been peer reviewed in 2019. Also, as a part relationship with your Company.
of the “Forum of Firms”, an association of international
Pursuant to the provisions of Section 148 of the Companies
networks of accounting firms that perform audits of
financial statements that are or may be used across Act, 2013 and the Rules made thereunder, the ratification by
national borders, the firm maintains international quality the Members is sought by means of an Ordinary Resolution
control standards. for the remuneration of Rs.5 lakhs plus applicable taxes
and levies and reimbursement of travel and out-of-pocket
The Firm uses technology, data analytics and audit
software in conducting audits. expenses incurred in connection with the audit, payable to
M/s Geeyes & Co., Cost Auditors, under Item No.7 of the
Their appointment, if made, will be in accordance with
Notice convening the Annual General Meeting.
the provisions of the Companies Act, 2013, the Chartered
Accountants Act, 1949 and the Rules and Regulations The Cost Audit Report for the year ended 31st March, 2022
made thereunder. They also satisfy the criteria provided would be filed on or before the due date (i.e.) 27th September,
under Section 141 of the Companies Act, 2013 and are not 2022 or within 30 days from the date of submission of the
disqualified under the said Acts. said Report to the Board, whichever is earlier.
Accordingly, a Resolution seeking Members' approval for yy Cost Audit Report for the year 2020-21:
the appointment of M/s PKF Sridhar & Santhanam LLP, as The Cost Audit Report for the financial year ended 31st
Statutory Auditors of the Company is included under Item March, 2021 was filed in Form CRA-4 vide SRN T38122982
No.4 of the Notice convening the Annual General Meeting. dated 27th August, 2021 with the Central Government.
Auditors' Report for the year ended 31st March, 2022: (iii) Secretarial Auditor and Secretarial Audit Report:
The Auditors' Report to the Shareholders for the year under The Board had appointed M/s A K Jain & Associates, Practising
review does not contain any qualifications. Company Secretaries, to carry out Secretarial Audit under the
provisions of Section 204 of the Companies Act, 2013 for the
(ii) Cost Auditors and Cost Audit Report:
financial year 2021-22. The Report of the Secretarial Auditor
yy Appointment for the year 2022-23: in Form MR-3 is annexed to this Report as Annexure-3. The
Pursuant to Section 148 of the Companies Act, 2013 and the Report does not contain any qualification or reservation or
Rules made thereunder, the Cost Records of your Company adverse remarks.
shall be audited for the following product categories, for the (k) Investor Education and Protection Fund (IEPF):
financial year 2022-23:
yy Transfer of Unclaimed Dividends to IEPF, during the year
Under Regulated Sectors: under review:
• Drugs and Pharmaceuticals. Your Company has transferred a sum of Rs.7,64,164 during the
Under Non-Regulated Sectors: financial year 2021-22 to the Investor Education and Protection
• Male Contraceptives under Rubber and Allied Fund established by the Central Government, in compliance
Products; with Sections 123 – 125 of the Companies Act, 2013. The
• Heart Valves and Orthopaedic Implants under said amount represents the unclaimed dividends for the year
Production, Import and Supply or Trading of Medical ended 31st March, 2014, which were lying unclaimed with your
Devices. Company for a period of seven years from the due date of
The Board of Directors, on the recommendation of the Audit payment.
Committee, appointed M/s Geeyes & Co., as Cost Auditors yy Transfer of Shares to the Demat Account of the IEPF
of your Company, for the financial year 2022-23 and fixed Authority:
their remuneration at Rs.5 lakhs plus applicable taxes
In accordance with the Investor Education and Protection
and levies and reimbursement of travel and out-of-pocket
Fund Authority (Accounting, Audit, Transfer and Refund)
expenses incurred in connection with the audit. Necessary
20
Rules, 2016, your Company transferred 12,672 Equity During the year under review, your Company had not given any
Shares of Rs.10/- each fully paid-up, in respect of which loan, provided any guarantee and made any investment under
the dividends relating to the year 2013-14, remained Section 186 of the Companies Act, 2013.
unclaimed / unpaid for a period of seven consecutive years (r) Material Changes and Commitments affecting the financial
or more, to the Demat Account of the IEPF Authority held with position:
CDSL on 29th September, 2021.
The Human Pharma Division (Undertaking) of your Company
yy Year wise amount of Unpaid / Unclaimed Dividends lying stands transferred, as a going concern, on a slump sale basis, for
in the Unpaid Account as on 31st March, 2022 and the due a consideration of Rs.805 crores (subject to adjustment for working
dates of transfer: capital and other items that are customary in such transactions) to
Unpaid / M/s BSV Pharma Private Limited, with effect from 9th May, 2022.
Financial Year Dividend Due date of Unclaimed Amount In terms of the Business Transfer Agreement dated 21st March,
ended Declared on Transfer as on 31.03.2022 2022, the Company received 74% of the consideration, subject to
(in Rs.)
adjustments for working capital, in cash and the balance 26% of
31.03.2015 07.08.2015 11.09.2022 8,23,428.50
the consideration in the form for Equity Shares in M/s BSV Pharma
31.03.2016 05.08.2016 08.09.2023 9,57,910.00
Private Limited.
31.03.2017 04.08.2017 04.09.2024 9,82,250.00
(s) Significant & material orders passed by the Regulators/Courts:
31.03.2018 09.08.2018 14.09.2025 6,58,543.07
31.03.2019 09.08.2019 12.09.2026 5,77,165.52 There are no significant and material orders passed by the
31.03.2020 11.09.2020 14.10.2027 3,42,921.20 Regulators / Courts which would impact the going concern status of
31.03.2021 20.08.2021 21.10.2028 6,02,126.40 your Company and its future operations.
(t) Whistle Blower Policy:
yy Details of the Nodal Officer
In accordance with the provisions of Section 177(9) of the
Name of the Nodal Officer : Mr S Kalyanaraman Companies Act, 2013 and the Rules made thereunder and also
Designation : Wholetime Director & Secretary the SEBI (LODR) Regulations, 2015, your Company established a
Address : TTK Healthcare Limited vigil mechanism termed as Whistle Blower Policy, for Directors and
No.6, Cathedral Road employees to report concerns about unethical behaviour, actual or
Chennai 600 086 suspected fraud or violation of the Company's Code of Conduct or
Telephone : 044 – 28116106 / 28113804 Ethics Policy, which also provides for adequate safeguards against
E-mail ID : [email protected] victimization of director(s) / employee(s) who avail of the mechanism
and also provide for direct access to the Corporate Governance
(l) Disclosure under Schedule V(F) of the SEBI (LODR)
Officer / Chairman of the Audit Committee and the Executive Vice
Regulations, 2015:
Chairman, in exceptional cases.
Your Company does not have any Unclaimed Shares issued in
The Whistle Blower Policy was also hosted on the Company's
physical form pursuant to Public Issue / Rights Issue.
website at the following link https://ttkhealthcare.com/investorlist/
(m) Conservation of Energy: policies/.
The prescribed particulars under Rule 8(3) of the Companies During the year under review, your Company had not received any
(Accounts) Rules, 2014 relating to conservation of energy, complaint.
technology absorption, foreign exchange earnings and outgo, are
(u) Compliance Certificate:
furnished in Annexure-4 to this Report.
Certificate from the Practising Company Secretary regarding
(n) Particulars of Employees:
compliance of conditions of Corporate Governance is furnished as
The information required under Section 197 of the Companies Act, Annexure-6 to this Report.
2013 and the Rules made thereunder are annexed to this Report as
(v) Secretarial Standards:
Annexure-5.
Your Company complies with all applicable mandatory Secretarial
(o) Subsidiary Company:
Standards issued by the Institute of Company Secretaries of India.
Your Company does not have any Subsidiary.
(w) Finance:
(p) Deposits:
Your Company has banking arrangements with Union Bank of
As on 31st March, 2022, your Company was not holding any amount India (formerly Corporation Bank), Bank of Baroda and HDFC Bank
under Fixed Deposit Account. Limited and availed various working capital facilities amounting to
(q) Loans, Guarantees and Investments under Section 186 of the Rs.20.38 crores as on 31st March, 2022. (Previous Year – Rs.17.60
Companies Act, 2013: crores).
21
(x) Listing of Equity Shares: yy Appropriate accounting policies had been selected and applied
Your Company's shares are listed with- 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
• BSE Limited (BSE), Mumbai; and
the Company at the end of the financial year 31st March, 2022 and of
• National Stock Exchange of India Limited (NSE), Mumbai.
the Profit of the Company for that period;
Your Company paid the Listing Fees for the financial year
yy Proper and sufficient care had been taken for the maintenance of
2022-23.
adequate accounting records in accordance with the provisions
(y) Obligation of your Company under the Sexual Harassment of
of this Act for safeguarding the assets of the Company and for
Women at Workplace (Prevention, Prohibition and Redressal) preventing and detecting fraud and other irregularities;
Act, 2013:
yy The Annual Accounts had been prepared on a going concern basis;
In order to prevent sexual harassment of women at workplace, a
yy The Internal Financial Controls had been laid down, to be followed by
legislation – The Sexual Harassment of Women at Workplace
the Company and that such Internal Financial Controls are adequate
(Prevention, Prohibition and Redressal) Act, 2013 was notified on
and were operating effectively; and
9th December, 2013. Under the said Act, every Company is required
to set up an Internal Complaints Committee to look into complaints yy In order to ensure compliance with the provisions of all applicable
relating to sexual harassment at workplace of any woman employee. laws, proper systems had been devised and that such systems were
adequate and operating effectively.
Your Company has adopted a policy for prevention of Sexual
Harassment of Women at Workplace and constituted an Internal General:
Complaints Committee (ICC) with an NGO as one of its Members. Your Directors state that no disclosure or reporting is required in
During the year 2021-22, there were no complaints. Further, respect of the following items as there were no transactions on these
adequate awareness programmes were also conducted for the items during the year under review:
employees of your Company. yy Issue of Equity Shares with differential rights as to dividend, voting
(z) Disclosure relating to Loans and Advances to Firms / or otherwise.
Companies in which Directors are interested by name and yy Issue of shares (including Sweat Equity Shares and ESOs) to
amount: employees of the Company under any Scheme.
During the year under review, your Company did not provide any Acknowledgement:
loans / advances, to any Firms / Companies in which Directors are Your Directors place on record their grateful thanks to the Bankers,
interested. Customers, Vendors and Members for their continued support and
Directors' Responsibility Statement: patronage.
As required under Section 134(3)(c) of the Companies Act, 2013, your
Directors hereby confirm that-
yy In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating
to material departures;
For and on behalf of the Board

Place : Chennai T T JAGANNATHAN
Date : May 23, 2022 CHAIRMAN
Registered Office:
Chennai 600 086
22
Annexures to the Board's Report
ANNEXURE-1
Annual Report on Corporate Social Responsibility (CSR) Activities
As on 31st March, 2022
1. Brief outline on CSR Policy of the Company:

The Company considers Society as an important stakeholder and shall discharge its responsibilities to the society proactively. The activities or projects that
will be undertaken by the Company shall include one or more of the following as may be recommended by the CSR Committee and approved by the Board of
Directors:
(1) Eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare and sanitation and making available safe drinking
water;
(2) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the
differently abled and livelihood enhancement projects;
(3) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and
such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward Groups;
(4) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources
and maintaining quality of soil, air and water;
(5) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public
libraries, promotion and development of traditional arts and handicrafts;
(6) Measures for the benefit of armed forces veterans, war widows and their dependents;
(7) Training to promote rural sports, nationally recognized sports, paralympic sports and olympic sports;
(8) Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief
and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
(9) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
(10) Rural development projects;
(11) Slum area development; and
(12) Such other projects as may be notified by the Government from time to time.
The Company shall give preference to various local areas and areas around which the Company is carrying out its activities. Weblink: www.ttkhealthcare.com.
2. Composition of CSR Committee:

Number of Meetings of CSR Number of Meetings of
S.
Name of Director Designation / Nature of Directorship Committee held during the year CSR Committee attended
No.
(On 27.05.2021 & 09.02.2022) during the year
1. Mr T T Raghunathan Executive Vice Chairman / Non-Independent Director 2 2
2. Mr K Shankaran Non-Executive / Non-Independent Director 2 2
3. Dr (Mrs) Vandana R Walvekar Independent Director 2 2
4. Mr Girish Rao Independent Director 2 2
3. Provide the web-link where (i) Composition of CSR Committee, (ii) CSR Policy and CSR Projects approved yy http://ttkhealthcare.com/investor_relations/
by the Board are disclosed on the website of the Company composition-of-various-board-committees.htm
yy http://ttkhealthcare.com/investor_relations/
investor_policies.htm
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of Sub-Rule (3) of Rule
Not Applicable
8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (Attach the Report)
5. Details of the amount available for set off in pursuance of Sub-Rule (3) of Rule 7 of the companies (Corporate
Not Applicable
Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.
6. Average Net Profit of the Company as per Section 135(5) Rs.3191.21 lakhs
23
Annexures to the Board’s Report (Contd.)
7. a. Two percent of average Net Profit of the Company as per Section 135(5) Rs.63.82 lakhs
b. Surplus arising out of the CSR projects or programmes or activities of the previous financial years. NIL
c. Amount required to be set off for the financial year, if any NIL
d. Total CSR Obligation for the financial year (7a+7b-7c) Rs.63.82 lakhs
(Rounded off to Rs.65 lakhs)
8. a. CSR amount spent or unspent for the financial year

Total Amount Spent Amount Unspent (in Rs.)
for the Financial Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule VII
year CSR Account as per Section 135(6) as per second proviso to Section 135(5)
(in Rs.) (in lakhs)
Amount Date of Transfer Name of the Fund Amount Date of Transfer
65.00 – – – – –
b. Details of CSR amount spent against ongoing projects for the financial year: NIL
(1) (2) (3) (4) (5)
Item from the list of
S.
Name of the Project activities in Schedule Local Area (Yes/No) Location of the Project
No.
VII to the Act
State District
(7) (8) (9) (10) (11)

Amount al- Amount transferred to
Amount spent in the Mode of
located for the Unspent CSR Account Mode of implementation –
current financial year Implementation –
project for the project as per Through Implementing Agency
(in Rs.) Direct (Yes / No)
(in Rs.) Section 135(6) (in Rs.)
Name CSR Registration Number
c. Details of CSR amount spent against other than ongoing projects for the financial year
(1) (2) (3) (4) (5) (6) (7)
Item from Amount Mode of implementation – Through Implementing
Local Mode of
the list of spent for Agency
S. Area Implementation –
Name of the Project activities in the project
No. (Yes / Direct
Schedule VII (in Rs.) Name CSR Registration Number
No) (Yes / No)
to the Act (in lakhs)
1. Tamil Nadu State Disaster Tamil Nadu State Disaster –
Management Fund (xii) Yes 65.00 No Management Authority
for CoVID-19 Containment
Total 65.00
d. Amount spent in Administrative Overheads –
e. Amount spent on Impact Assessment, if applicable –
f. Total amount spent for the financial year (8b+8c+8d+8e) Rs. 65 lakhs
g. Excess amount for set off, if any - NIL
Sl.
Particulars Amount (in Rs.)
No.
(i) Two percent of average net profit of the Company as per Section 135(5)
(ii) Total amount spent for the financial year
(iii) Excess amount spent for the financial year [(ii)-(i)]
Surplus arising out of the CSR projects or programmes or activities of the previous
(iv)
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]
24
9. a. Details of Unspent CSR amount for the preceding three financial years: NIL
Amount transferred to any fund specified
Amount transferred to under Schedule VII as per Section 135(6), Amount remaining
Amount spent in the
Sl. Preceding Financial Unspent CSR Account if any to be spent in suc-
reporting Financial
No. Year under Section 135(6) ceeding financial
Year (in Rs.)
(in Rs.) Name of the Amount Date of years (in Rs.)
Fund (in Rs.) Transfer
1.
2.
3.
Total
b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NIL
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl. Total
Financial Year Amount spent on the Cumulative amount Status of
No. amount
Name of in which the Project project in the report- spent at the end of the project –
Project ID allocated for
the Project project was duration ing Financial Year reporting Financial Completed /
the project
commenced (in Rs.) Year (in Rs.) Ongoing
(in Rs.)
1.
2.
3.
Total
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-
wise details)
(a) Date of creation or acquisition of the capital asset(s) –
(b) Amount of CSR spent for creation or acquisition of capital asset –
Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
(c)
address, etc.
–
Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
(d)
asset).
–
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5) : Not Applicable
T T RAGHUNATHAN
Executive Vice Chairman (CEO)
Place : Chennai &
Date : May 23, 2022 Chairman, CSR Committee
25
ANNEXURE-2
Form No.AOC-2
[Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for Disclosure of particulars of Contract / Arrangements entered into by the Company with Related Parties referred to under Section 188(1) of
the Companies Act, 2013 including certain arm's length transactions under third proviso thereto
(1) Details of contracts or arrangements or transactions not at arm's length basis: Nil
Sl.
Particulars Details
No.
(a) Name(s) of the Related Party and nature of relationship
(b) Nature of contracts / arrangements / transactions
(c) Duration of the contracts / arrangements / transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any.
Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date(s) of approval by the Board
(g) Amount paid as advances, if any
(h) Date on which the Special Resolution was passed in General Meeting as required under first provision to Section 188
(2) Details of material contracts or arrangements or transactions at arm's length basis:

Particulars
Nature of Duration of the Salient terms of the Date(s) of
Value Amount paid
Name(s) of the Nature of contracts/ contracts / contracts/ arrangements/ approval by
(Rs.) as advance,
Related Party relationship arrangements / arrangements/ transactions including the the Board, if
(2021-22) if any (Rs.)
transactions transactions value, if any. any
Purchase of
Four of the As and when need As mutually agreed based on
Promotional Items / 38,30,921 04.02.2021 –
TTK Prestige Directors are arises prevailing trade practices
Others
Limited interested as
Directors Receipt of Lease
01.04.2021 to 31.03.2022* Rs.100 p.m. 1,416 04.02.2021 –
Rent
Payment of Logo ½ % of Sales for using
01.11.2017 to 31.10.2022 4,78,87,595 30.05.2017 –
Charges their monogram “ttk”
Two of the Directors 3% of sales for availing
T T Krishnamachari Payment of C&FA
are interested as 01.04.2021 to 31.03.2022 their services as Clearing & 5,80,23,337 29.05.2018 –
& Co. Charges
Partners Forwarding Agents
Payment of Rent 01.04.2021 to 31.03.2022 As per rental Agreement 72,57,000 04.02.2021 40,00,000
One of the Directors Receipt of Rent 01.04.2021 to 31.03.2022* As per rental Agreement 1,41,600 04.02.2021 –
Pharma Research and wife of one
& Analytical of the Directors Payment of charges Monthly lump sum payment
Laboratories are interested as for Testing and 01.07.2019 to 30.06.2024* with an appropriate increase 74,39,753 30.05.2019 –
Partners Analytical Services every year
Two of the Directors As per the agreement
Packing Charges 01.01.2020 to 31.12.2025 60,78,276 07.11.2019 –
are interested as 01.01.2020
Packwell
Shareholders and
Packaging
one of the Directors
Products Limited Payment of Rent 01.04.2021 to 31.03.2022 As per Rental Agreement 14,86,800 04.02.2021 23,50,000
is interested as
Director
Two of the Directors
Mr T T Sriram are interested as Payment of Salary W.e.f. 01.06.2019 As per Appointment Order 13,79,616 30.05.2019 –
relatives
* Since discontinued.

26
ANNEXURE-3
Form No.MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2022
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
Chennai 600 086 (f) The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by
(vi) With respect to the other laws applicable to the Company as stated in
Annexure 'B', based on the written representations received from the
M/s. TTK HEALTHCARE LIMITED (hereinafter called “the Company”).
officials/executives of the Company, we state that there are adequate
Secretarial Audit was conducted in a manner that provided us a reasonable
systems and processes commensurate with the size and operations
basis for evaluating the corporate conducts/statutory compliances and
of the Company to monitor and ensure compliance of such applicable
expressing our opinion thereon.
laws, rules, regulations and guidelines.
Based on our verification of the Company's books, papers, minute books,
We report that the provisions of the following regulations are not applicable
forms and returns filed and other records maintained by the Company and
to the Company during the reporting period;
also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby (a) The Securities and Exchange Board of India (Employee Stock Option
report that in our opinion, the Company has, during the audit period covering Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
the financial year ended on 31st March, 2022 complied with the statutory (b) The Securities and Exchange Board of India (Issue and Listing of Debt
provisions listed hereunder and also that the Company has proper Board- Securities) Regulations, 2008;
processes and compliance-mechanism in place to the extent, in the manner (c) The Securities and Exchange Board of India (Buyback of Securities)
and subject to the reporting made hereinafter: Regulations, 1998; and
(d) The Securities and Exchange Board of India (Delisting of Equity Shares)
We have examined the books, papers, minute books, forms and returns filed
Regulations, 2009.
and other records maintained by M/s. TTK HEALTHCARE LIMITED for the
financial year ended on 31st March, 2022, according to the provisions of: We have also examined compliance with the applicable clauses of the
following:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(i) Secretarial Standards issued by the Institute of Company Secretaries
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the Rules
of India.
made thereunder;
(ii) The Listing Agreements entered into by the Company with BSE Limited
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed (BSE) and National Stock Exchange of India Limited (NSE).
thereunder; We further report that the applicable financial laws, such as the Direct and
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations Indirect Tax Laws, have not been reviewed under our audit as the same falls
made thereunder to the extent of Foreign Direct Investment. The under the review of statutory audit and by other designated professionals.
Company has no overseas direct investment and External Commercial During the period under review, the Company has complied with the
Borrowings. provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.,
(v) The following Regulations and Guidelines prescribed under the mentioned above.
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): We further report that-
(a) The Securities and Exchange Board of India (Registrars to an (a) the Board of Directors of the Company is duly constituted with
Issue and Share Transfer Agents) Regulations, 1993 regarding the proper balance of Executive Directors, Non-Executive Directors and
Companies Act and dealing with client; Independent Directors.
(b) The Securities and Exchange Board of India (Depositories and (b) adequate notice is given to all directors to schedule the Board Meetings,
Participants) Regulations, 1996; agenda and detailed notes on agenda were sent at least seven days
(c) The Securities and Exchange Board of India (Issue of Capital and in advance, and a system exists for seeking and obtaining further
Disclosure Requirements) Regulations, 2009; information and clarifications on the agenda items before the meeting
(d) The Securities and Exchange Board of India (Substantial and for meaningful participation at the meeting.
Acquisition of Shares and Takeovers) Regulations, 2011; (c) Majority decision was carried through while there were no dissenting
(e) The Securities and Exchange Board of India (Prohibition of Insider Members.
Trading) Regulations, 2015; and
27
We further report that there are adequate systems and processes in the We further report that during the audit period the Board of Directors at their
Company commensurate with the size and operations of the Company to meeting held on 21st March, 2022 approved the proposal for sale / transfer
monitor and ensure compliance with applicable laws, rules, regulations and of the Human Pharma Division (Undertaking) of the Company, as a going
guidelines. concern, on slump sales basis and the Members of the Company had
We further report that during the year under review the Company had approved the Special Resolution through Postal Ballot on 23rd April, 2022.
transferred an amount of Rs.7,64,164/- lying unclaimed/unpaid for seven We further report that during the audit period, there were no instances of:
consecutive years, pertaining to the financial year 2013-14 to the Investor (i) Public / Right / Preferential issue of Shares / Debentures / Sweat Equity,
Education and Protection Fund. etc.
We further report that during the year under review the Company had (ii) Redemption / Buy-back of securities.
transferred 12,672 Equity Shares of Rs.10/- each lying unclaimed / unpaid for
(iii) Foreign technical collaborations.
seven consecutive years or more, pertaining to the financial year 2013-14 to
the Demat account of the Investor Education and Protection Fund Authority. This report is to be read with our letter of even date which is annexed as
Annexure “A” and “B” and both the annexures form an integral part of this
report.
For A K Jain & Associates

Company Secretaries
Balu Sridhar
Partner
Place : Chennai M.No. F5869 / C.P.No. 3550
Date : May 12, 2022 UDIN: F005869D000311284
ANNEXURE-A
To
The Members
Chennai 600 086
Our report of even date is to be read along with this letter.

(1) Maintenance of Secretarial Records is the responsibility of the (4) Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of
Management of the Company. Our responsibility is to express an
events, etc.
opinion on these secretarial records based on the audit.
(2) We have followed the audit practices and processes as were appropriate (5) The compliances of the provisions of Corporate and other applicable
laws, rules, regulations, standards are the responsibility of Management.
to obtain reasonable assurance about the correctness of the contents
Our examination was limited to the verification of procedures on test
of the Secretarial Records. The verification was done on test basis to
basis.
ensure that correct facts are reflected in secretarial records. We believe
that the processes and practices, we followed provide a reasonable (6) The Secretarial Audit report is neither an assurance as to the future
basis for our opinion. viability of the Company nor of the efficacy or effectiveness with which
the Management has conducted the affairs of the Company.
(3) We have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.

Company Secretaries
Balu Sridhar
Partner
M.No. F5869 / C.P.No. 3550
Place : Chennai UDIN: F005869D000311284
Date : May 12, 2022
28
ANNEXURE-B
To
The Members
Chennai 600 086
Our report of even date is to be read along with this letter.

(d) Drug and Cosmetics Act, 1940 and Rules.
The internal system followed / adopted by the Company ensures the compliance
(e) Food Safety and Standards Act, 2006, rules and regulations thereunder.
of the provisions of the following acts, rules, regulations and guidelines:
(f) Legal Metrology Act 2009 along with Packaged Commodities Rules,
(a) The Factories Act, 1948.
2011.
(b) Employees State Insurance Act, 1948
(g) The Water (Prevention and Control of Pollution) Act, 1974.
(c) The Employees' Provident Fund and Misc. Provisions Act, 1952 and
(h) The Air (Prevention and Control of Pollution) Act, 1981.
other labour related laws.

Company Secretaries
Balu Sridhar
Partner
M.No. F5869 / C.P.No. 3550
Date : May 12, 2022
29
ANNEXURE-4
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, etc.
Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 for the Financial Year ended 31st March, 2022
(A) Conservation of Energy:
(i) Steps taken or impact on conservation of yy M

ajority of the Company's operations are not power-intensive except the Foods and
energy: Condoms Manufacturing operations.
yy F
urther, your Company outsources most of its products from Third Party
(ii) Steps taken by the Company for utilizing
Manufacturers. Nevertheless, steps are initiated to achieve possible improvements
alternate sources of energy:
with reference to energy conservation.
(iii) Capital Investment on energy conservation yy Y
our Company has entered into an arrangement with M/s Renew Wind Energy (AP)
equipment: Private Limited for purchase of wind energy for its Foods Factory at Hosakote.
yy Further, the Foods Division's factories at Hosakote and Jaipur use alternate fuel,
(i.e.) waste wood, in addition to briquette as fuel for boilers, resulting in savings.
(B) Technology Absorption:
(i) Efforts made towards technology absorption: Heart Valve Division:

The production technology for the TC2 TTK Chitra Valve currently undergoing clinical
trials was jointly developed by your Company and Sree Chitra Tirunal Institute of
Medical Sciences and Technology (SCTIMST). The new valve is expected to have better
performance in terms of Haemodynamics, etc.
(ii) Benefits derived like product improvement, Ortho Division:
cost reduction, product development or Semi-automatic machines were introduced in the manufacturing process (Grinding,
import substitution: Polishing and Cleaning) at Ortho Division's factory, to enhance production / productivity.
Foods Division:
The state-of-the-art R&D Centre of the Foods Division at Hosakote-
yy Developed four new variants and the same were launched commercially.
yy Successfully developed micro pellets for popping application with thermo hydraulic
press without oil.
Protective Devices Division:
Validating and manufacturing new products, as per the specific requirements of
customers and also based on customer research.
New Product viz., Skore Nothing – Thinnest flavoured product was launched in Indian
market during the year.
Team is on the continuous process of developing new SKUs and targeting to release at
least three new variants each year.
Investment in new 3-lane foiling machines and addition of electronic testing machines
resulted in increased output and reduction of manpower at these Sections.
As part of Import Substitution initiatives, local suppliers are being developed to reduce
the dependency of imports.
30
(iii) In case of imported technology (imported

during the last three years reckoned from the
beginning of the financial year):
(a) Details of technology imported
(b) Year of import

Not Applicable
(c) Whether the technology been fully ab-
sorbed
(d) If not fully absorbed, areas where ab-

sorption has not taken place and the
reasons thereof
(iv) Expenditure incurred on Research and 2021-22 2020-21

Development Particulars
Rs. Rs.
(a) Capital 43,53,839 –
(b) Recurring 2,94,12,799 2,65,38,274
(c) Total 3,37,66,638 2,65,38,274
(d) % of R&D Expenses to Sales 0.42% 0.42%
(C) Foreign Exchange Earnings and Outgo:
Actual Inflows:
2021-22 2020-21
Particulars
Rs. Rs.
Foreign Exchange Earnings:
Exports (FOB) 42,44,98,401 31,76,12,450
Total 42,44,98,401 31,76,12,450
Actual Outflows:
2021-22 2020-21
Particulars
Rs. Rs.
Foreign Exchange Outgo:
• Imports
Raw Materials 7,05,57,771 1,93,34,182
Finished Goods 3,00,68,140 7,49,610
Capital Goods 2,59,62,205 6,66,530
Spares 4,51,855 31,75,417
• Royalty, Consultancy, Product Registration / Pro-
3,88,23,580 1,68,40,534
motion Expenses, Travelling, etc.
Total 16,58,63,551 4,07,66,273

31
ANNEXURE-5
Disclosure as per Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(1) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Mr T T Raghunathan, Executive Vice Chairman (CEO) 1:99
Mr S Kalyanaraman, Wholetime Director & Secretary (CS) 1:99
No other Director was in receipt of remuneration except sitting fees.
(2) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if
any, in the financial year:
Name Designation Cost-to-Company (CTC) (Rs.) % Increase / (Decrease) in CTC

Mr T T Raghunathan Executive Vice Chairman 3,08,10,066 51.10
Mr S Kalyanaraman Wholetime Director & Secretary 3,08,10,066 98.97
Mr B V K Durga Prasad President - Finance 1,26,03,202 40.22
(3) The percentage increase in the median remuneration of employees in the financial year:
Around 10% (Excluding Unionized Employees).
(4) The number of permanent employees on the rolls of the Company:
2,588 Employees.
(5) 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 percentile increase was of the order of 10% for employees other than the managerial personnel. Current year increase for the
managerial personnel over the last year was on account of higher profit, one of the criteria for managerial remuneration and the one time
additional performance bonus / special pay considered for the financial year.
(6) Affirmation that the remuneration is as per the remuneration policy of the Company:
Yes.
Statement showing the details of Employees of the Company as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:
Nature of Percentage of Whether any such

Remu- employ- Date of com- Last employment held Equity Shares employee is a relative of
Designa- Qualifications Age of
S. Name of the neration ment, mencement by such employee held any Director or Manager
tion of the and experience the em-
No. Employee received whether of employ- before joining the by the Em- of the Company and if so,
employee of the employee ployee
(Rs.) contractual ment Company ployee in the name of such Director or
or otherwise Company Manager
A. Top ten Employees in terms of remuneration drawn:

1. Mr S Ranganath Rao President – 90,18,144 Regular B.Sc., MBA 04.03.1992 57 years Sales NIL No
Foods with 35 years' Executive,
Division experience BPL India Ltd.
2. Mr Yogesh Yadav President - 82,34,715 Regular B.A., MBA 26.07.1996 55 years Area Sales Manager, NIL No
CPD with 35 years' Shogun Group of
experience Industries
3. Mr Brijj Balaji Singh Sr. VP - 74,13,905 Regular B.E 18.01.2013 54 years Managing Director, NIL No
Operations with 33 years' Latex Medical Products
(PDD) experience (Pte) Ltd., Botswana
4. Mr K Sunil President – 71,83,688 Regular B.Sc., B.E. 01.07.1992 59 years Manager – Projects, NIL No
Heart Valve with 34 years' Peninsula
Division experience Polymers Ltd.
32
Nature of Percentage of Whether any such

Remu- employ- Date of com- Last employment held Equity Shares employee is a relative of
Designa- Qualifications Age of
S. Name of the neration ment, mencement by such employee held any Director or Manager
tion of the and experience the em-
No. Employee received whether of employ- before joining the by the Em- of the Company and if so,
employee of the employee ployee
(Rs.) contractual ment Company ployee in the name of such Director or
or otherwise Company Manager
5. Dr. Surinder Kumar Sr. VP – 64,02,869 Regular M.B.B.S., M.D., 02.07.1997 57 years Senior Manager – NIL No
Sharma Strategy & with 32 years' NEPC Pharmachem
Business experience
Develop-
ment / NPD
(Pharma)
6. Mr K Ramaprasad VP – Supply 60,40,402 Regular M.Com., Diploma 08.03.2017 52 years General Manager– NIL No
Chain in Software GDSO, Zydus Wellness
Engineering
with 29 years'
experience
7. Dr. V Senthil Kumar VP – Sales & 58,33,197 Regular M.VSc., 05.02.2014 45 years Marketing Manager, NIL No
Mktg. (AWD) with 19 years' Varsha Multitech
experience
8. Mr Vishal Vyas Asst. VP – 56,80,785 Regular B.Sc., MMS 13.09.2005 45 years Asst. Manager – Mktg., NIL No
Marketing with 20 years' Vidyut Metalics Pvt.
(CPD) experience Ltd.
9. Mr P A Venkateswaran Business 55,68,518 Regular B.Sc., MBA 01.02.2018 51 years Business Head, Stryker NIL No
Head – Ortho with 29 years' India Pvt. Ltd.
experience
10. Mr V K Srinivasan VP - Finance 52,36,242 Regular B.Com., ACA., 21.08.1997 55 years Senior Internal Auditor, NIL No
with 34 years' Ashok Leyland Limited
experience
B. Employee(s) in receipt of remuneration, not less than Rs.1.02 crores p.a.:

1. Mr T T Raghunathan Executive 3,08,10,066 Contractual B.Com 01.11.2001 69 years Managing Director, Particulars No. of Brother of
Vice with 48 years' TTK Tantex Ltd. Shares (% Mr T T Jagannathan,
Chairman experience to Total Chairman
Share
Capital)
In his 38,797
personal (0.27%)
capacity
His wife's 56,000
Holding (0.40%)
2. Mr S Kalyanaraman Wholetime 3,08,10,066 Contractual B.Com., ACS., 05.10.1987 59 years Finance Manager 432 No
Director & ACMA & Company (0.003%)
Secretary with 41 years' Secretary,
experience T T Maps &
Publications Ltd.
3. Mr B V K Durga Prasad President – 1,26,03,202 Regular B.Com., ACA., 06.03.1986 61 years – NIL No
Finance Grad. CMA
with 36 years'
experience

33
ANNEXURE-6
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of TTK Healthcare Limited suring the compliance of the conditions of the Corporate Governance. It is
neither an audit nor an expression of opinion on the Financial Statements
1. We have examined the compliance of conditions of Corporate Governance
of the Company.
by M/s. TTK Healthcare Limited (“the Company“) for the year ended
31st March 2022, as prescribed in Regulations 17 to 27, Clauses of 3. In our opinion and to the best of our information and according to the
Regulation 46 and Paras C, D and E of Schedule V to the Securities and explanations given to us, we certify that the Company has complied with
Exchange Board of India (Listing Obligations and Disclosure Requirements) the conditions of Corporate Governance as stipulated in the aforesaid
Regulations, 2015 (''LODR''). provisions of LODR.
2. We state that the compliance of conditions of Corporate Governance is 4. We further state that such compliance is neither an assurance as to the
the responsibility of the Management and our examination was limited to future viability of the Company nor the efficiency or effectiveness with
procedures and implementation thereof adopted by the Company for en- which the Management has conducted the affairs of the Company.

Company Secretaries
Balu Sridhar
Partner
M.No. F5869 / C.P.No. 3550
Date : May 16, 2022
34
Business Responsibility Report

Regd. Office: No.6, Cathedral Road, Chennai 600 086
CIN: L24231TN1958PLC003647 Website: www.ttkhealthcare.com
BUSINESS RESPONSIBILITY REPORT

[Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]
Section A: General Information about the Company

1. Corporate Identity Number (CIN) of the Company L24231TN1958PLC003647
2. Name of the Company TTK Healthcare Limited
3. Registered address No.6, Cathedral Road, Chennai 600 086
4. Website www.ttkhealthcare.com
5. E-mail ID [email protected]
6. Financial Year reported 2021-22
7. Sector(s) that the Company is engaged in (industrial activity code-wise) Sector(s) NIC Code
Pharmaceuticals 2100
Consumer Products 2023
Medical Devices 3311 & 3250
Rubber Contraceptives 2219
Foods 1079
8. List three key products / services that the Company manufactures / provides 1. Allopathic / Ayurvedic Medicines
(as in balance sheet)
2. Male Contraceptives - Condoms
3. Foods - Pappads
9. Total number of locations where business activity is undertaken by the Company
(a) Number of International Locations (Provide details of major 5) Nil
(b) Number of National Locations
 Factories 9
 Corporate Office 1
 Branches 28
10. Markets served by the Company – Local / State / National / International Serves National and International markets
Section B: Financial Details of the Company
1. Paid up Capital (INR) Rs.1,413.03 lakhs
2. Total Turnover (from continuing operations) (INR) Rs.59,923.99 lakhs
3. Total profit after taxes and OCI (from continuing operations) (INR) Rs.2,038.51 lakhs
4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit

3.51%
after tax (%)
5. List of activities in which expenditure in 4 above has been incurred Disaster Management – For CoVID-19 Containment
[For details, please refer Page No.23 of Annual Report – 2021-22].
35
Business Responsibility Report (Contd.)
Section C: Other Details
Does the Company have any Subsidiary Company / Companies No
Do the Subsidiary Company / Companies participate in the BR Initiatives of the parent

NA
Company? If yes, then indicate the number of such subsidiary Company(s).
Do any other entity / entities (e.g. suppliers, distributors etc.) that the Company does
business with, participate in the BR initiatives of the Company? If yes, then indicate the No
percentage of such entity / entities? [Less than 30%, 30-60%, More than 60%]
Section D: BR Information
1. Details of Director / Directors responsible for BR
(a) Details of the Director / Directors responsible for implementation of the BR policy / policies:
I (i) DIN 00043455
(ii) Name T T Raghunathan
(iii) Designation Executive Vice Chairman (CEO)
II (i) DIN Number 00119541
(ii) Name S Kalyanaraman
(iii) Designation Wholetime Director & Secretary
(b) Details of the BR head
No. Particulars Details
1. DIN (if applicable) 00119541
2. Name S Kalyanaraman
3. Designation Wholetime Director & Secretary
4. Telephone Number 044 – 28116106
5. E-mail ID [email protected]
2. Principle-wise (as per NVGs) BR Policy / Policies
The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business released by the Ministry of Corporate Affairs
has adopted nine areas of Business Responsibility. These are briefly as under:
P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
P3 Businesses should promote the wellbeing of all employees.
P4 Businesses should respect the interests of and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and
marginalized.
P5 Businesses should respect and promote human rights.
P6 Business should respect, protect and make efforts to restore the environment.
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
P8 Businesses should support inclusive growth and equitable development.
P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
36
Business Responsibility Report(Contd.)
(a) Details of Compliance (Reply in Y / N)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy / policies for…………… Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with the relevant stakeholders? Y Y Y Y Y Y Y Y Y
3. Does the policy conform to any national / international standards? If yes,
specify? (50 words)
The various policies are captured in the current documents relating to Code
of Conduct and Governance Philosophy of the Company. The principles
contained in various laws and conventions are also incorporated into these Y Y Y Y Y Y Y Y Y
policies. Further, the various standards adopted and certifications obtained
such as ISO 9001, ISO 13485, ISO 14001, ISO 45001, CE Marking,
BSCI / SEDEX, Forest Stewardship Council Certification, etc., obtained by the
Company also incorporate these principles, as applicable.
4. Has the policy being approved by the Board? If yes, has it been signed by
Y Y Y Y Y Y Y Y Y
MD / Owner / CEO / appropriate Board Director?
5. Does the Company have a specified Committee of the Board / Director /
Y Y Y Y Y Y Y Y Y
Official to oversee the implementation of the Policy?
6. Indicate the link for the policy to be viewed online? www.ttkhealthcare.com
7. Has the policy been formally communicated to all relevant internal and
Y Y Y Y Y Y Y Y Y
external stakeholders?
8. Does the Company have in-house structure to implement the policy / policies? Y Y Y Y Y Y Y Y Y
9. Does the Company have a grievance redressal mechanism related to the The whistle blower mechanism provides a platform to report any
policy / policies to address stakeholders' grievances related to the policy / concerns / grievances pertaining to any potential or actual violation of
policies? the Company's Code of Conduct.
10. Has the Company carried out independent audit / evaluation of the working of The internal audit team reviews various aspects of the policies, from
this policy by an internal or external agency? time to time. The Quality, Safety, Health and Environmental policies are
subject to internal and external audits as part of the certification process
and continuous assessments.
(b) If answer to the question at serial number 1 against any principle, is ‘No', please explain why: (Tick upto 2 options)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the Principles
2. The Company is not at a stage where it finds itself in a position to formulate
and implement the policies on specified principles
3. The Company does not have financial or manpower resources available for
Not Applicable
the task
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)
3. Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company.
Within 3 months, 3-6 months, Annually, More than 1 year
Annual Review
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?
The Company publishes the BR Report in the Annual Report and it is also available in the Company's website at the following link https://ttkhealthcare.
com/investors/.
Section E: Principle-wise performance

Principle 1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes / No. Does it extend to the Group / Joint Ventures / Suppliers /
Contractors / NGOs / Others?
Largely applies to the Company
37
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management?
If so, provide details thereof, in about 50 words or so.
During the year, the Company did not receive any complaint under the whistle blower mechanism.
Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or opportunities
(a) Male Contraceptives - Condoms
(b) Medical Devices - Heart Valves / Orthopaedic Implants
(c) Foods - Pappads
2. For each such product, provide the following details in respect of resource use (Energy, water, raw material etc.) per unit of product (optional):
(a) Reduction during sourcing / production / distribution achieved since the previous year throughout the value chain?
 Most of the products of the Company are neither energy intensive nor water intensive and most of the raw materials are sourced locally.
 As regards Condoms, major portion of the water used for manufacturing are reprocessed for gardening and cleaning purposes, as part of con-
servation efforts.
Rejected Condoms are shredded / melted and used to produce either rubber mats or foam mattresses.
Condoms factory is accredited with ISO 14001:2015 – Environmental Management Systems and ISO 45001:2018 - Occupational Health and
Safety Management Systems.
 As regards Medical Devices, both the Heart Valves and Orthopaedic Implants, being critical devices, have been designed keeping the highest
safety standards as per the applicable international requirements.
Further, these products have an excellent clinical outcome over nearly three decades for its safety / efficacy.
 As regards Foods, where the energy consumption is relatively high, efforts have been made to source non-conventional energies like wind power.
Similarly, in addition to briquette as fuel for boilers, alternate fuel (i.e.) waste woods are used.
Further, the materials generated in the manufacturing process are recycled and also reprocessed so as to minimize wastages and issues relating
to disposal.
 Since the Company is engaged in the manufacturing and marketing of healthcare / lifesaving products, highest level of safety protocols are in
place.
 Further, these products / factories are also accredited with several national and international certifications matching international quality standards.
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?
Not applicable.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)?
(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.
Majority of the Company's inputs are sourced from established vendors, on a sustainable basis, both within and outside India. A back-up list of ven-
dors are also available in case of inability of any of the existing suppliers.
4. Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work?
(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
The Company encourages procurement of raw and packing materials and also finished goods from small and medium enterprises. The Company
constantly provides technical and other services to these units for improving their efficiencies / quality standards.
5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as
<5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.
Most of the products of the Company do not generate any recycled products and wastes and the overall wastages would be less than 5%. Wherever pos-
sible, recycling is also resorted so as to reduce wastages (e.g.) Foods.
Principle 3 Businesses should promote the wellbeing of all employees

1. Please indicate the Total number of employees (permanent) 2,588
2. Please indicate the Total number of employees hired on temporary / Contractual / Casual basis 1,871
3. Please indicate the Number of permanent women employees 114
4. Please indicate the Number of permanent employees with disabilities 2
5. Do you have an employee association that is recognized by management? Yes
6. What percentage of your permanent employees is Members of this recognized employee association? 23.40%
38
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year
and pending, as on the end of the financial year.
S. No of complaints filed during the No of complaints pending as on
Category
No. financial year end of the financial year
1. Child labour / forced labour / involuntary labour N.A. N.A.
2. Sexual harassment N.A. N.A.
3. Discriminatory employment N.A. N.A.
8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?
(a) Permanent Employees 55%
(b) Permanent Women Employees 73%
(c) Casual / Temporary / Contractual Employees 45%
(d) Employees with Disabilities 100%
Principle 4 Businesses should respect the interests of and be responsive towards all stakeholders, especially those who are disadvantaged, vulner-
able and marginalized
1. Has the Company mapped its internal and external stakeholders? Yes / No
Yes
2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders?
The Company is an Equal Opportunity employer, none of the categories is marginalized. As regards other stakeholders, the Company has a policy of non-
discrimination.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details
thereof, in about 50 words or so.
Not applicable
Principle 5 Businesses should respect and promote human rights

1. Does the policy of the Company on human rights cover only the Company or extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?
The policy covers only the Company.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?
The Company did not receive any complaints from the stakeholders during the financial year 2021-22 under this principle. Further, complaints, if any, received
are attended to within 48 hours.
Principle 6 Business should respect, protect and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the Company or extends to the Group / Joint Ventures / Suppliers / Contractors / NGOs / others.
Largely covers the Company only
2. Does the Company have strategies / initiatives to address global environmental issues such as climate change, global warming, etc.? Y / N. If yes, please
give hyperlink for web page etc.
No
3. Does the Company identify and assess potential environmental risks? Yes / No
Yes
4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether
any environmental compliance report is filed?
No
5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc.? Y / N. If yes, please give hyperlink
for web page etc.
The Company is constantly endeavouring to engage in energy savings / renewable energy projects.
6. Are the Emissions / Waste generated by the Company within the permissible limits given by CPCB / SPCB for the financial year being reported?
Yes
7. Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.
Nil
39
Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
1. Is your Company a Member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:
(i) Confederation of Indian Industry (CII)
(ii) The Southern India Chamber of Commerce & Industry (SICCI)
(iii) Indo German Chamber of Commerce (IGCC)
(iv) Indian Drug Manufacturers' Association (IDMA)
2. Have you advocated / lobbied through above associations for the advancement or improvement of public good? Yes / No; if yes specify the broad
areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security,
Sustainable Business Principles, Others)
The Company express its views on economic and other policy matters; but not lobbied for any matter.
Principle 8 Businesses should support inclusive growth and equitable development

1. Does the Company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8? If yes details thereof.
The Company has a well-defined CSR Policy and spends on various projects / activities as listed in the CSR Report forming part of the Board's Report for
the year ended 31st March, 2022.
2. Are the programmes / projects undertaken through in-house team / own foundation / external NGO / Government structures / any other organization?
The projects funded by the Company are undertaken by reputed NGOs, Educational Institutions and Public Charitable Trusts having good track record.
3. Have you done any impact assessment of your initiative?
Yes
4. What is your Company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken?
All the CSR projects undertaken by the Company are for the benefit of the community at large. For details of the CSR projects/ activities, please refer
Page No.23 of the Annual Report – 2021-22.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.
Not Applicable
Principle 9 Businesses should engage with and provide value to their customers and consumers in a responsible manner
1. What percentage of customer complaints / consumer cases are pending as on the end of financial year.
Insignificant
2. Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes / No / N.A. / Remarks
(additional information)
Yes
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and / or anti-competitive
behavior during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.
Nil
4. Did your Company carry out any consumer survey / consumer satisfaction trends?
The Company conducts formal and informal surveys so as to assess consumers' feedback on the products of the Company.

40
Report on Corporate Governance

[Pursuant to Schedule V (C) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015}]
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE: Dr (Mrs) Vandana R

     
In line with the tradition of the TTK Group, the Board of Directors of TTK Walvekar
Healthcare Limited view their role as trustees of the various stakeholders Mr Girish Rao     LOA 
and the society at large and it is their endeavour to observe the best Mr S Balasubramanian      
corporate governance practices which inter alia include transparency, Mr N Ramesh Rajan   LOA   
accountability and fairness in all dealings and pursuing a policy of Mr S Kalyanaraman      
appropriate disclosures and communication. Mr V Ranganathan      
It is the philosophy of the Board that the Company continues to follow
fair business and organizational practices to fulfil the mission of “Quality LOA – Leave of Absence
Products at Affordable Prices” and in the process deliver long term No. of other Board of Directors or Committees in which the Company
sustainable shareholder value. It is also the Philosophy of the Board Directors are Members / Chairman:
that practice of Corporate Governance should travel beyond statutory No. of Other Directorships
requirements and further encompass social responsibilities. & Committee Memberships /
Category
Name of the Listed Chairmanships
The Board of Directors believe that excellence in Corporate Governance Name of the Director
Entity
of Direc-
torship Other Committee Committee
Practices can be achieved only if the spirit of Corporate Governance is Director- Member- Chairman-
followed right from the top Management to the last level employee of the ships ships ships
Company. Mr T T Jagannathan TTK Prestige Limited P & NED 3 – –
Mr T T Raghunathan TTK Prestige Limited P & NED 2 – –
BOARD OF DIRECTORS:
Mr R K Tulshan – – 1 – –
Composition and Category of Directors: Mr K Shankaran TTK Prestige Limited ED 1 3 –
Dr (Mrs) Vandana R TTK Prestige Limited NEID
The composition of the Board conforms to Section 149(1) & 149(4) of the 1 1 –
Walvekar
Companies Act, 2013 and the Rules made thereunder and Regulation
Mr Girish Rao – – – – –
17(1) of the SEBI (LODR) Regulations, 2015.
Mr S Balasubramanian Sanghi Industries NEID
The Board consists of ten Directors, as detailed below: Limited
Emami Paper Mills NEID
Category Name of Director / Position DIN
Limited
Promoter Non-Executive Mr T T Jagannathan 00191522 5 1 3
Ucal Fuel Systems NEID
Chairman Limited
Executive Mr T T Raghunathan 00043455 GVK Power & NEID
Executive Vice Chairman Infrastructure Limited
Non-Independent Non-Executive Mr R K Tulshan 00009876 Mr N Ramesh Rajan Indo-National NEID
Mr K Shankaran 00043205 Limited
Cholamandalam NEID 4 2 3
Executive Mr S Kalyanaraman 00119541
Investment and
Wholetime Director & Secretary
Finance Co. Limited
Independent Non-Executive Dr (Mrs) Vandana R Walvekar 00059160 Rane (Madras) NEID
Mr Girish Rao 00073937 Limited
Mr S Balasubramanian 02849971 Mr V Ranganathan The India Cements NED
3 1 1
Limited
Mr N Ramesh Rajan 01628318
Nitta Gelatin India NEID
Mr V Ranganathan 00550121 Limited
Attendance of each Director at the meeting of the Board of Directors and Mr S Kalyanaraman – – 1 – –
the last Annual General Meeting (AGM):
P - Promoter; NED - Non-Executive Director; ED - Executive Director;
Date of NEID - Non-Executive Independent Director
the last
Date of the Board Meetings and Attendance AGM & Notes:
Name of the Director Attend- yy Other Directorships do not include Private Companies and Overseas
ance Entities.
27.05.2021 05.08.2021 29.10.2021 09.02.2022 21.03.2022 20.08.2021 yy Chairmanship / Membership of the Audit Committee and the
Mr T T Jagannathan       Stakeholders Relationship Committee alone was considered for the
Mr T T Raghunathan       above and also for the purpose of reckoning the limit of Chairmanship/
Mr R K Tulshan       Membership of the Board level Committees.
Mr K Shankaran       yy None of the Directors is a Member of more than 10 Board-level
Committees of Public Limited Companies or is a Chairman of more
than 5 such Committees.
41
Report on Corporate Governance (Contd.)
Board Meetings held during the year 2021-22 and its dates: yy Visit to the manufacturing units of the Company is also arranged
During the year under review, the meetings of the Board of Directors were based on their request.
held five times, on the following dates and conform to the Regulation yy On 21st and 22nd July, 2021, the Heads of the various Businesses
17(2) of the SEBI (LODR) Regulations, 2015: of the Company made detailed Strategy Presentations on their
respective Businesses to the Independent Directors, as part of the
27th May, 2021 29th October, 2021 21st March, 2022
familiarisation programme and also for seeking their inputs.
5th August, 2021 9th February, 2022
Details regarding familiarization programmes are provided in Company's
The Company placed before the Board the Annual Plans and Budget, website at the following link https://ttkhealthcare.com.
Capital Budget, Performance of the various Divisions, Unaudited Quarterly
Financial Results, Audited Annual Financial Results and various other Further, at the time of appointment of an Independent Director, the
information / details, as specified under Schedule II Part A of the SEBI Company issues a formal letter of appointment outlining his/her role,
(LODR) Regulations, 2015, from time to time. functions, duties and responsibilities as a Director. The terms and
conditions of the appointment of Independent Director are also available
Disclosure of relationships between Directors inter se: on Company's website www.ttkhealthcare.com.
None of the Directors is related to any other Directors / Key Managerial Key Board qualifications, expertise and attributes:
Personnel of the Company except Mr T T Jagannathan and
Mr T T Raghunathan who are brothers. The role of Board of Directors is one of providing guidance and direction
to the operating management of the Company and laying down the
No. of Shares and Convertible Instruments held by Non-Executive framework for maintenance of high standards of governance and
Directors: accountability. Since a member of the Board, not being a member with
Names of the No. of Equity Shares of wholetime responsibility, is not required to involve in the day-to-day
Non-Executive Directors Rs.10/- each held operations and / or running of the business, no strict specific domain
Mr T T Jagannathan 7,59,298* qualification or domain expertise can be prescribed. What is required
Mr R K Tulshan 31,487
is the ability to grasp the general aspects of business of the Company,
Mr K Shankaran 247
principles of governance and ability to articulate on matters brought to
Dr (Mrs) Vandana R Walvekar –
Mr Girish Rao – the Board etc.
Mr S Balasubramanian – Apart from a formal educational qualification, exposure to one or more
Mr N Ramesh Rajan – fields of relevance to the Company namely innovation, manufacturing
Mr V Ranganathan – operations, sales & marketing, consumer behaviour, finance, legal,
*Shares held in his personal capacity people management, governance, risk management, general
Separate Meeting of Independent Directors: management, social responsibility, inorganic expansion, information
As stipulated under Schedule IV to the Companies Act, 2013 and technology etc., is required to qualify to become a member of the Board.
Regulation 25(3) of the SEBI (LODR) Regulations, 2015, the Independent The skill matrix is divided into five broad baskets –
Directors met once during the year on 8th February, 2022. Amongst other (A) Innovation and Manufacturing;
matters, they reviewed the performance of Non-Independent Directors (B) Business Strategy, Business Process, Sales & Marketing and
and the Board as a whole; reviewed the performance of the Chairperson Consumer Behaviour;
of the Company, taking into account the views of Executive Directors
(C) Governance, Risk Management and Social Responsibility;
and Non-Executive Directors; and assessed the quality, quantity and
timeliness of flow of information between the Company Management and (D) Finance, Legal, Mergers & Acquisitions; and
the Board that is necessary for the Board to effectively and reasonably (E) People Development.
perform their duties. The composition of the Board will be such that there will be adequate
The review was carried out, in line with the guidelines provided by SEBI. representation of these skills on the Board. While each member of the
Familiarization Programmes imparted to Independent Directors: current Board has the basic understanding and exposure to above
mentioned skill matrix, the special expertise and strength that they bring
Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, 2015,
to the table are as follows:
your Company has the following process for induction and training of
Board Members as part of the familiarization programmes: Mr T T Jagannathan Innovation, Manufacturing, Business Strategy, Managing
Joint Ventures and Business Partnerships and General
yy A detailed induction programme is in place to familiarize the new
Management.
Directors of the entire operations of the Company. The programme
Mr T T Raghunathan Business Strategy, Sales, Distribution, Marketing & Consumer
includes presentations by various business / functional heads. Behaviour, JV relations and General Management.
yy Discussing with Independent Directors and ascertaining their further Mr R K Tulshan Business Management, Consumer Behaviour, Social
training / updating needs and arranging programmes outside the Responsibility, General Management and People
Company and arranging presentation by experts in the field, where Development.
required.
42
Mr K Shankaran Finance, Legal, Governance, Risk Management, Corporate Name of Director Position Category
Strategy, Mergers & Acquisitions, JV relations, Social Mr Girish Rao Chairman Non-Promoter / Non-Executive /
Responsibility and People Development.
Independent
Dr (Mrs) Vandana Consumer Behaviour, Medical Expertise and Social
Walveker Responsibility. Mr K Shankaran Member Non-Promoter / Non-Executive /
Non-Independent
Mr Girish Rao Product Management, Sales Management, General
Management, Health Insurance Management and Corporate Mr S Balasubramanian Member Non-Promoter / Non-Executive /
Strategy. Independent
Mr S Balasubramanian Finance, Legal, Governance, Risk Management, Corporate Mr V Ranganathan Member Non-Promoter / Non-Executive /
Strategy and Mergers & Acquisitions. Independent
Mr N Ramesh Rajan Finance, Taxation, Corporate Laws / Legal and Corporate
Mr S Kalyanaraman Secretary –
Governance.
Mr V Ranganathan Finance, Legal, Secretarial, Corporate Governance and Tax Meetings and Attendance during the year 2021-22:
Management.
During the year under review, the Committee met five times. The details
Mr S Kalyanaraman Finance, Legal, Governance, Risk Management, Corporate of the meetings and the attendance of the Members are provided below:
Strategy, Business Development, General Management and
People Development. Name of Director Date of the Meetings and Attendance
26.05.2021 04.08.2021 28.10.2021 08.02.2022 21.03.2022
AUDIT COMMITTEE: Mr Girish Rao     LOA
Terms of Reference: Mr K Shankaran     
Mr S Balasubramanian     
As per the provisions of Section 177 of the Companies Act, 2013 Mr V Ranganathan     
and Regulation 18(3) of & Schedule II – Part C to the SEBI (LODR) LOA – Leave of Absence
Regulations, 2015, the brief terms of reference of the Audit Committee of
the Company, inter alia include- The Audit Committee Meetings were also attended by the Statutory /
yy Recommendation for appointment, remuneration and terms of Cost / Internal Auditors, wherever necessary.
appointment of auditors of the Company. NOMINATION AND REMUNERATION COMMITTEE:
yy Review and monitor the Auditor's independence and performance Terms of reference:
and effectiveness of audit process.
The brief terms of reference are as per the provisions of Section 178 of
yy Review with the Management the quarterly Financial Statements the Companies Act, 2013 and Regulation 19(4) of & Schedule II – Part D
and the annual Financial Statements and the Auditor's Report to the SEBI (LODR) Regulations, 2015, which inter alia include-
thereon, before submission to the Board for approval, with particular
yy Formulation of the criteria for determining qualifications, positive
reference to:
attributes and independence of a director and recommend to the
matters required to be included in the director's responsibility Board a policy, relating to the remuneration of the Directors, Key
statement to be included in the board's report in terms of Clause Managerial Personnel and other employees;
(c) of sub-section (3) of Section 134 of the Companies Act, 2013.
yy For every appointment of an independent director, the
disclosure of any related party transactions. Nomination and Remuneration Committee shall evaluate the balance
modified opinion(s) in the draft audit report. of skills, knowledge and experience on the Board and on the basis
yy Approval or any subsequent modification of transactions of the of such evaluation, prepare a description of the role and capabilities
Company with related parties. required of an independent director. The person recommended to
the Board for appointment as an independent director shall have
yy Scrutiny of inter-corporate loans and investments.
the capabilities identified in such description.
yy Valuation of undertakings or assets of the Company, wherever it is
yy Formulation of criteria for evaluation of Independent Directors and
necessary.
the Board;
yy Evaluation of internal financial controls and risk management
yy Devising a policy on Board diversity;
systems.
yy Identifying persons who are qualified to become Directors and who
yy Monitoring the end use of funds raised through public offers and
may be appointed in Senior Management in accordance with the
related matters.
criteria laid down and recommend to the Board their appointment
yy To review the functioning of the whistle blower mechanism. and removal.
Composition, Name of the Members and Chairperson: yy Whether to extend or continue the term of appointment of the
The composition of the Committee is in line with the provisions of Section Independent Director, on the basis of the report of performance
177 of the Companies Act, 2013 and Regulation 18(1) of the SEBI evaluation of Independent Directors.
(LODR) Regulations, 2015, as detailed below: yy Recommend to the Board all remuneration, in whatever form,
payable to Senior Management.
43
Composition, Name of Members and Chairperson: REMUNERATION OF DIRECTORS:

The composition of the Committee is in line with the provisions of Section Your Company adopted a Policy relating to selection, remuneration and
178 of the Companies Act, 2013 and Regulation 19(1) of the SEBI evaluation of Directors and Senior Management. The said Policy was
(LODR) Regulations, 2015, as detailed below: made available on the Company's website www.tttkhealthcare.com.
Name of Director Position Category There are no pecuniary relationships or transactions of the Non-Executive
Dr (Mrs) Vandana R Chairman Non-Promoter / Non-Executive / Directors vis-à-vis the Company during the year.
Walvekar Independent Criteria of making payments to Non-Executive Directors:
Mr R K Tulshan Member Non-Promoter / Non-Executive / The Non-Executive Directors are paid Sitting Fees of Rs.20,000 per
Non-Independent meeting, attended by them for the Board Meetings and the Committee
Mr K Shankaran Member Non-Promoter / Non-Executive / Meetings and are entitled for reimbursement of expenses for participation
Non-Independent in the Board / Committee Meetings. Details of the sitting fees paid during
Mr N Ramesh Rajan Member Non-Promoter / Non-Executive / the year 2021-22 are furnished below.
Independent (Amount in Rs.)
Mr S Balasubramanian** Member Non-Promoter / Non-Executive / Directors Sitting fees
Independent Mr T T Jagannathan 1,00,000
Mr S Kalyanaraman Secretary – Mr R K Tulshan 2,00,000
** The Nomination and Remuneration Committee was reconstituted with the Mr K Shankaran 3,80,000
induction of Mr S Balasubramanian as a Member vide Circular Resolution Dr (Mrs) Vandana R Walvekar 1,60,000
dated 23.12.2021 in accordance with the SEBI (Listing Obligations and Mr Girish Rao 2,80,000
Disclosure Requirements) (Third Amendment) Regulations, 2021 read Mr S Balasubramanian 2,40,000
with the corrigendum, w.e.f. 01.01.2022. Mr N Ramesh Rajan 1,40,000
Mr V Ranganathan 2,00,000
Meeting and Attendance:
The above sitting fees paid are in line with the provisions of the
During the year under review, the Committee met once. The details of Companies Act, 2013 and the Rules made thereunder.
the meeting and the attendance of the Members are provided below:
No other payment viz., Commission is made to the Non-Executive
Date of Meeting and Directors. This information has been posted in the Company's website
Name of Director Attendance www.ttkhealthcare.com.
15.05.2021 Disclosure with respect to Managerial Remuneration paid for the
year 2021-22:
Dr (Mrs) Vandana R Walvekar 
Mr T T Raghunathan Mr S Kalyanaraman
Mr R K Tulshan  Particulars of Remuneration Executive Vice Wholetime Director &
Mr K Shankaran  Chairman (CEO) Secretary (CS)
Salary (Rs.) 46,00,000 57,00,000
Mr N Ramesh Rajan  Benefits:
Mr S Balasubramanian NA HRA & Other Allowances (Rs.) 28,31,227 34,20,000
Contribution to PF & Other
16,07,282 19,08,228
Performance Evaluation criteria for Independent Directors: Funds (Rs.)
Commission (Rs.) 97,37,475 77,02,516
The performance evaluation of Independent Directors was carried out Additional Performance Bonus – 97,48,991
by the entire Board of Directors, excluding the Director being evaluated. Fixed Component – –
The criteria for evaluation was formulated in the Remuneration Policy of Performance Linked
Incentives along with 1,15,55,730 –
the Company and for the year 2021-22, the Independent Directors were
Performance Criteria (Rs.)
evaluated, on the basis of a few parameters comprising of attendance Performance Criteria Performance based
at meetings either in person or through video / teleconferencing, Productivity Linked Variable Pay /
participation in discussions on various items on the agenda, dealing Commission
with respect to conflict of interest situation and any specific ideas and Others (Rs.) 4,78,352 23,30,331
contribution to the long term business strategy of the Company. Service Contract 5 years (w.e.f. 5 years (w.e.f.
Further, the evaluation of the Independent Directors also included the 01.11.2021) 01.06.2019)
Notice Period 6 months 3 months
additional criteria provided by SEBI in its Guidance Note on Board
Severance Fees Yes. As per Section 202
Evaluation. of the Companies Act, –
In the opinion of the Board, the Independent Directors fulfill the 2013
conditions specified in SEBI (LODR) Regulations and are independent Pension – –
of the Management. Stock Option – –
Total (Rs.) 3,08,10,066 3,08,10,066
44
Your Company currently does not have Stock Options Scheme. GENERAL BODY MEETINGS:
The managerial remuneration paid to the Wholetime Directors of the The location and time of the Annual General Meetings held during the last
Company is in line with the provisions of Section 197 and other applicable three years and number of Special Resolutions passed at that meetings:
provisions, if any, of and Schedule V to the Companies Act, 2013 and the
Rules made thereunder. No. of Special
Year Date Time Venue Resolutions
STAKEHOLDERS RELATIONSHIP COMMITTEE: passed
Composition, Name of Members and Chairperson: 2019 9th August, 10.15 The Music Academy
2019 a.m. Kasturi Srinivasan Hall (Mini Hall)
The composition of the Stakeholders Relationship Committee is in line 3
New No.168, (Old No.306)
with the provisions of Section 178 of the Companies Act, 2013 and TTK Road, Chennai 600 014
Regulation 20(2) of the SEBI (LODR) Regulations, 2015, as detailed 2020 11th 10.15 Through Video Conferencing and
below: September, a.m. other Audio Visual Means 2
2020 (VC/OAVM)
Name of Director Position Category 2021 20th August, 10.15 Through Video Conferencing and
Non-Promoter / Non-Executive / 2021 a.m other Audio Visual Means 2
Mr K Shankaran Chairman (VC/OAVM)
Non-Independent
Non-Promoter / Non-Executive / Special Resolution passed through Postal Ballot (by way of remote
Mr R K Tulshan Member
Non-Independent e-Voting) during the year 2021-22:
Non-Promoter / Non-Executive / During the year 2021-22, a Notice of Postal Ballot dated 21st March,
Mr Girish Rao Member 2022 was circulated through electronic means seeking the approval
Independent
of the Members of the Company by way of Special Resolution for
Mr S Kalyanaraman Secretary – sale / transfer of the Human Pharma Division of the Company, as a going
concern, on a slump sale basis, through remote e-Voting.
Meetings and Attendance during the year 2021-22:
The remote e-Voting period remained open from Friday, the 25th March,
During the year under review, the Committee met four times. The details
2022 at 9.30 a.m. to Saturday, the 23rd April, 2022 till 5.00 p.m.
of the meetings and the attendance of the members are provided below:
M/s A K Jain & Associates, Practising Company Secretaries represented
Date of the Meetings and Attendance by its Partners - Mr Balu Sridhar / Mr Pankaj Mehta was appointed as
Name of
Director Scrutinizer and they conducted the remote e-Voting process.
26.05.2021 04.08.2021 28.10.2021 08.02.2022
The resolution was carried by requisite majority and deemed to
Mr K Shankaran    
have been passed on the last date of the e-Voting (i.e.) 23rd April,
Mr R K Tulshan     2022. The results of the Postal Ballot was declared on Monday, the
Mr Girish Rao     25th April, 2022 and also posted on the website of the Company
www.ttkhealthcare.com.
Name and Designation of Compliance Officer: Proposal for Passing of Special Resolutions through Postal Ballot
during the year 2022-23 and procedure for Postal Ballot:
Name of the Compliance Officer Designation
There is no such proposal as of now. In case, any Special Resolution
Mr S Kalyanaraman Wholetime Director & Secretary needs to be passed through Postal Ballot during the year 2022-23, the
procedure laid down under Section 110 of the Companies Act, 2013 and
Details of Shareholders' Complaints received during the year the Rules thereunder will be complied with.
2021-22:
MEANS OF COMMUNICATION:
Complaints Not solved to the
Nature of Complaints received during satisfaction of
Pending yy The Unaudited Financial Results for every Quarter and the Annual
Complaints Audited Financial Results of the Company, in the prescribed format,
the year 2021-22 the Shareholders
are taken on record by the Board and are submitted to the Stock
Non-receipt of Dividends 26 – – Exchanges.
Non-receipt of Shares sent – – – yy The same are published, within 48 hours, in “Business Standard”
for transfer / transmission
and “Makkal Kural”.
Others (Non-receipt of – – – yy The Quarterly / Annual Results are also posted on the Company's
Annual Report)
website at the following link https://ttkhealthcare.com/investorslist/
Total 26 – – financial-results/ and also on the website of the BSE Limited and
National Stock Exchange of India Limited.
yy All the official news releases are disseminated on the Company's
website.
45
yy The presentations made to institutional investors or to the analysts NSE (2021-22) NSE (2020-21)
are posted on the Company's website.
High Low Volume High Low Volume
Month
GENERAL SHAREHOLDERS INFORMATION: No. of No. of
Rs. Rs. Rs. Rs.
(a) Date, Time and Venue of the Annual General Meeting: Shares Shares
April 708.80 481.25 6,36,425 509.45 313.05 79,555
Date :3rd August, 2022
May 734.95 561.95 11,12,131 459.90 385.65 32,415
Day :Wednesday
Time :11.30 a.m. June 725.00 609.25 6,80,686 485.00 405.40 80,428
Mode :Through Video Conferencing and Other Audio July 825.00 671.00 14,28,135 476.30 403.00 73,498
Visual Means (VC / OAVM) August 796.00 657.20 4,11,173 595.00 420.00 2,49,059
(b) Particulars of Financial Calendar: September 740.85 650.00 2,82,219 505.00 430.00 67,421
Financial Year : April – March October 730.00 636.35 2,28,340 466.95 416.20 27,795
Unaudited First Quarter Results : By 14th August November 702.00 629.85 1,57,950 511.70 421.60 1,05,154
Unaudited Second Quarter Results : By 14th November December 824.85 661.00 5,89,128 635.00 471.60 1,79,178
Unaudited Third Quarter Results : By 14th February January 739.95 660.00 1,31,600 606.90 525.00 64,526
Audited Annual Results : By 30th May February 725.95 622.35 3,07,421 668.90 544.95 1,30,694
(c) Dividend Payment Date: March 934.00 671.50 13,62,434 585.00 457.90 43,236
The Dividend for the financial year 2021-22, if declared by the
Shareholders, would be paid on or before 23rd August, 2022. (g) Performance comparison to BSE Sensex and Nifty:
(d) Name and Address of Stock Exchanges where the Company's STOCK PERFORMANCE Vs BSE SENSEX
shares are listed and confirmation of payment of Annual Listing BSE Quote BSE Sensex
Fees: Month % to Base % to Base
(High) (Rs.) (High) (Rs.)
(i) BSE Limited (BSE) Phiroze Jeejeebhoy Towers Apr 2021 734.00 100 50,375.77 100
25th Floor, Dalal Street, Mumbai 400 001 May 2021 735.00 100 52,013.22 103
(ii) National Stock Exchange Exchange Plaza
Jun 2021 726.20 99 53,126.73 102
of India Limited (NSE) Bandra Kurla Complex
Bandra East Mumbai 400 051 Jul 2021 825.00 114 53,290.81 100
The listing fees have been paid for the financial year 2022-23. Aug 2021 810.00 98 57,625.26 108
Sep 2021 783.95 97 60,412.32 105
(e) Stock Code:
Oct 2021 732.10 93 62,245.43 103
BSE 507747
Nov 2021 720.00 98 61,036.56 98
NSE TTKHLTCARE
Dec 2021 822.00 114 59,203.37 97
ISIN INE910C01018
Jan 2022 827.50 101 61,475.15 104
(f) Market Price Data:
Feb 2022 799.00 97 59,618.51 97
BSE (2021-22) BSE (2020-21)
Mar 2022 969.75 121 58,890.92 99
High Low Volume High Low Volume
Month
No. of No. of
Rs. Rs. Rs. Rs. TTKHC Vs BSE SENSEX
Shares Shares
140
April 734.00 472.85 62,603 513.25 313.20 9,548
120
May 735.00 561.65 1,10,333 474.65 388.00 2,602
June 726.20 612.10 78,571 481.70 407.00 8,908 100
PERCENTAGE
July 825.00 671.70 1,96,627 477.00 401.00 13,763 80

August 810.00 658.05 53,381 607.00 417.80 44,731
60
September 783.95 653.95 28,051 516.95 442.00 17,816
October 732.10 633.05 32,981 467.40 416.20 4,734 40
November 720.00 627.45 19,875 538.00 415.95 19,422 20

December 822.00 658.40 74,781 629.00 467.05 28,745
0
January 827.50 632.00 25,233 604.95 524.55 11,083
February 799.00 621.90 41,422 669.80 551.00 17,096
BSE Quote BSE Sensex
March 969.75 672.35 1,53,406 580.00 456.80 18,842
46
STOCK PERFORMANCE Vs NSE NIFTY of duplicate share certificates, exchange / sub-division / splitting /
NSE Quote NSE Nifty consolidation of securities, transmission / transposition of securities,
Month % to Base % to Base etc. SEBI, vide its Circular dated 25th January, 2022, has clarified
(High) (Rs.) (High) (Rs.)
Apr 2021 733.90 100 15,044.35 100 that listed entities / RTAs shall now issue a Letter of Confirmation
May 2021 734.95 100 15,606.35 104 in lieu of the share certificate while processing any of the aforesaid
Jun 2021 725.00 99 15,915.65 102
Investor Service Request.
Jul 2021 825.00 114 15,962.25 100 (k) Distribution of Shareholding as on 31st March, 2022:
Aug 2021 796.00 96 17,153.50 107
Sep 2021 740.85 93 17,947.65 105 % to Number
Number of Share Amount
Oct 2021 730.00 99 18,604.45 104 Shareholding of Shareholders of Sharehold- (Rs.)
% to Total
Nominal Value of ers
Nov 2021 702.00 96 18,210.15 98 (Rs.) Physi- Elec- Physi- Elec- Physi- Elec-
Dec 2021 824.85 118 17,639.50 97 Physical Electronic
cal tronic cal tronic cal tronic
Jan 2022 739.95 90 18,350.95 104 1 2 3 4 5 6 7 8 9
Feb 2022 725.95 98 17,794.60 97
Upto 5000 2,438 12,762 15.41 80.69 15,12,080 73,37,090 1.07 5.19
Mar 2022 934.00 129 17,559.80 99
5001 - 10000 5 348 0.03 2.20 35,500 25,61,790 0.03 1.81
10001 - 20000 4 133 0.03 0.84 57,500 18,87,520 0.04 1.34
TTKHC Vs NSE NIFTY
140
20001 - 30000 – 32 – 0.20 – 8,01,080 – 0.57
30001 - 40000 1 14 0.01 0.09 33,600 4,95,040 0.02 0.35
120
40001 - 50000 – 11 – 0.07 – 4,75,300 0.00 0.34
100
50001 - 100000 – 27 – 0.17 – 19,38,520 0.00 1.37
PERCENTAGE
80 100001 & Above – 42 – 0.27 – 12,41,68,310 0.00 87.87

60 Total 2,448 13,369 15.48 84.52 16,38,680 13,96,64,650 1.16 98.84
Grand Total 15,817 100.00 14,13,03,330 100.00
40
Categories of Equity Shareholders as on 31st March, 2022:
20
Share-holding No. of Equity
0 No. of
Cate- Category of Share- No. of as a % of total Shares held
Share-
gory holder Shares held number of in Dematerial-
holders
NSE Quote NSE Nifty shares ized Form
(A) Promoter &
Promoter Group
(h) Suspension of Securities from trading (1) Indian
Not applicable (a) Individuals / Hindu 8 9,84,375 6.97 9,84,375
Undivided Family
(i) Registrars & Share Transfer Agents:
(b) Central Government / – – – –
M/s Data Software Research Co. Pvt. Ltd. State Government(s)
No.19, Pycrofts Garden Road, Off. Haddows Road, (c) Financial Institu- – – – –
Nungambakkam, Chennai 600 006 tions / Banks
Tel : 044-28213738 / 044-28214487 (d) Any other (specify)
Fax: 044-28214636 (i) Partnership Firm 1 95,32,610 67.46 95,32,610
E-mail: [email protected]
(ii) Bodies Corporate 3 18,855 0.13 18,855
(j) Share Transfer System: Sub-Total (A)(1) 12 1,05,35,840 74.56 1,05,35,840
In line with the amended SEBI (LODR) Regulations, 2015, the Share (2) Foreign
Transfers are entertained only in dematerialized form, with effect (a) Individuals (Non- – – – –
from 1st April, 2019. Resident Individuals/
Foreign Individuals)
A summary of transactions relating to transfer, transmission,
(b) Government – – – –
dematerialization of shares etc. are placed before the Board for
their approval / ratification periodically. The Company obtains an (c) Institutions – – – –
annual certificate from Practising Company Secretaries as per the (d) Foreign Portfolio – – – –
requirement of Regulation 40(9) of Listing Regulations and the same Investor
is filed with the Stock Exchanges. (e) Any other (specify) – – – –
Sub-Total (A)(2) – – – –
Further, with effect from 24th January, 2022, SEBI has made it
mandatory for listed companies to issue securities in dematerialized
form only while processing any Investor Service Requests viz., issue
47
Share-holding No. of Equity Share-holding No. of Equity

No. of No. of
Cate- Category of Share- No. of as a % of total Shares held Cate- Category of Share- No. of as a % of total Shares held
Share- Share-
gory holder Shares held number of in Dematerial- gory holder Shares held number of in Dematerial-
holders holders
shares ized Form shares ized Form
Total Shareholding 12 1,05,35,840 74.56 1,05,35,840 Total Public Share- 15,805 35,94,493 25.44 34,30,625
of Promoter and holding (B) = (B)
Promoter Group (1)+(B)(2)+(B)(3)
(A)=(A)(1)+(A)(2) Total (A+B) 15,817 1,41,30,333 100.00 1,39,66,465
(B) Public Note:
(1) Institutions Indian Promoters include M/s T T Krishnamachari & Co., represented by
(a) Mutual Funds 5 3,38,301 2.39 3,38,065 its Partners and constituents of TTK Group. The constituents of TTK Group
(b) Venture Capital – – – – include T T Krishnamachari & Co., TTK Prestige Limited, TTK Tantex
Funds Limited, Packwell Packaging Products Limited and Partners & Relatives of
(c) Alternate Investment – – – – the Partners of M/s T T Krishnamachari & Co.
Funds Dematerialization of Shares and Liquidity as on 31st March, 2022:
(d) Foreign Venture – – – –
Capital Investors No. of No. of % of
Particulars
Shareholders Shares Shares
(e) Foreign Portfolio – – – –
Investors In Physical Mode 2,448 1,63,868 1.16
(f) Financial Institu- 6 716 0.01 200
In Electronic Mode 13,369 1,39,66,465 98.84
tions / Banks
(g) Insurance Compa- – – – – Total 15,817 1,41,30,333 100.00
nies
(h) Provident Funds / – – – – Days taken for No. of No. of % of
Pension Funds Dematerialization Requests Shares Shares
(i) Any other (specify) 15 days 98 21,326 0.15
Foreign Institutional 10 3,38,817 2.40 3,38,817
Investors National Securities Central Depository
Sub Total (B)(1) 21 6,77,834 4.80 6,77,082 Depository Limited Services (I) Limited
Particulars (NSDL) (CDSL)
(2) Central Govern- – – – –
ment / State 2021-22 2020-21 2021-22 2020-21
Government(s) / No. of Shares
President of India 5,590 3,012 15,736 23,674
Dematerialized
Sub Total (B)(2) – – – – No. of Shares
– – – –
(3) Non-Institutions Rematerialized
(a) Individuals -
(l) Outstanding GDRs / ADRs / Warrants or any Convertible
(i) Individual Sharehold- 15,244 16,38,218 11.59 14,80,678
ers holding nominal Instruments:
share capital upto The Company has not issued any GDRs / ADRs / Warrants or
Rs.2 lakhs. Convertible Instruments.
(ii) Individual Sharehold- 10 4,96,962 3.52 4,96,962
ers holding nominal (m) Commodity price risk or foreign exchange risk and hedging
share capital in activities:
excess of Rs.2 lakhs Please refer Page No.91.
(b) NBFCs registered – – – –
with RBI (n) Plant Locations:
(c) Employee Trusts – – – – (i) Pharma Division No.5, Old Trunk Road, Pallavaram,
(d) Overseas – – – – Chennai 600 043, Tamil Nadu
Depositories (ii) Heart Valve Site No.A28, KINFRA International Apparel Parks Ltd.,
(holding DRs) Division St. Xavier's College P.O., Thumba,
(e) Any other (specify) – – – – Trivandrum 695 586, Kerala
(i) Bodies Corporate 181 5,32,231 3.77 5,30,411 (iii) Ortho Division yy No.290, SIDCO Industrial Estate, Ambattur,
(ii) Non-Resident Indians 348 1,14,823 0.81 1,11,067 Chennai 600 098, Tamil Nadu
(iii) IEPF 1 1,34,425 0.95 1,34,425 yy No.3, Thiruneermalai Main Road,
Chromepet, Chennai 600 044, Tamil Nadu
Sub-Total (B)(3) 15,784 29,16,659 20.64 27,53,543
48
(iv) Foods Division yy No.2-B, Hosakote Industrial Area, yy The appointment, removal and terms of remuneration of the
8th Kilometre, Hosakote, Chief Risk Officer (if any) shall be subject to review by the Risk
Chinthamani Road, Hosakote Taluk, Management Committee.
Bengaluru 562 114, Karnataka
Composition, Name of Members and Chairperson:
yy Plot No.DTA-005-005,
Mahindra World City, Tehsil Sanganer, The composition of the Risk Management Committee is in line with
Jaipur 302 037, Rajasthan Regulation 21(2) of the SEBI (LODR) Regulations, 2015, as detailed
(v) Protective Devices yy No.3, Thiruneermalai Road, Chromepet, below:
Division Chennai 600 044,Tamil Nadu Name of Members Position Category / Designation
yy No.20 & 21, Perali Road, Mr S Balasubramanian Chairman Non-Promoter / Non-Executive /
Virudhunagar 626 001, Tamil Nadu Independent
yy No.12, TTN Complex, K P Natham Road, Mr K Shankaran Member Non-Promoter / Non-Executive /
Thiruvandarkoil, Pudhucherry 605 107
Non-Independent
(o) Address for Correspondence: Mr N Ramesh Rajan Member Non-Promoter / Non-Executive /
Registered Office: Administrative Office & Investor
Independent
No.6, Cathedral Road, Correspondence Address: Mr S Kalyanaraman Member Wholetime Director & Secretary
Chennai 600 086 Secretarial Department Mr B V K Durga Prasad Member President – Finance
Tel: 044-28116106 No.6, Cathedral Road, Chennai 600 086 Mr V K Srinivasan Member Vice President – Finance
Fax: 044-28116387 Tel: 044-28116106 Fax: 044-28116387 Mr R Srikanth Member Vice President - Systems
E-mail: [email protected] E-mail: [email protected]
Meetings and Attendance during the year 2021-22:
RISK MANAGEMENT COMMITTEE: During the year under review, the Committee met twice. The details of
The Risk Management Committee was constituted on 27th May, 2021, the meetings and the attendance of the members are provided below:
pursuant to Regulation 21(5) of the SEBI (Listing Obligations and Date of the Meetings and Attendance
Disclosure Requirements) Regulations, 2021 as substituted by the SEBI Name of Director
12.07.2021 20.10.2021
(Listing Obligations and Disclosure Requirements) (Fifth Amendment)
Mr S Balasubramanian  
Regulations, 2021 which mandates the top 1000 listed entities
Mr K Shankaran  
determined on the basis of market capitalization as at the end of the
Mr N Ramesh Rajan  
immediate preceding financial year to constitute a Risk Management
Mr S Kalyanaraman  
Committee.
Mr B V K Durga Prasad  
Terms of reference: Mr V K Srinivasan  
The brief terms of reference are as per the provisions of Section 134(3) Mr R Srikanth  
(n) of the Companies Act, 2013 and Regulation 21(4) of & Schedule
OTHER DISCLOSURES:
II – Part D to the SEBI (LODR) Regulations, 2015, which inter alia include-
yy To formulate a detailed risk management policy which shall include: Related Party Disclosure:
A framework for identification of internal and external risks During the year under review, no transaction of material nature has been
specifically faced by the listed entity, in particular including entered into by the Company with its promoters, the Directors or the key
financial, operational, sectoral, sustainability (particularly, ESG managerial personnel or their relatives, etc., that may have a potential
related risks), information, cyber security risks or any other risk conflict with the interests of the Company.
as may be determined by the Committee. All related party transactions are placed before the Audit Committee
Measures for risk mitigation including systems and processes for as also the Board for approval. Prior omnibus approval of the Audit
internal control of identified risks. Committee is obtained on a yearly basis for the transactions which
Business continuity plan. are repetitive in nature. A statement giving details of the transactions
yy To ensure that appropriate methodology, processes and systems are entered into with the related parties, pursuant to the omnibus approval so
in place to monitor and evaluate risks associated with the business granted, is placed before the Audit Committee and the Board of Directors
of the Company; for their approval / ratification on a quarterly basis.
yy To monitor and oversee implementation of the risk management The Register of Contracts containing the details of the transactions,
policy, including evaluating the adequacy of risk management in which the Directors are interested, is placed before the Audit
systems; Committee / Board regularly.
yy To periodically review the risk management policy, at least once in The Board of Directors of the Company, on the recommendation of the
two years, including by considering the changing industry dynamics Audit Committee, adopted a policy on Related Party Transactions, to
and evolving complexity; regulate the transactions between the Company and its Related Parties,
yy To keep the board of directors informed about the nature and content in compliance with the applicable provisions of the Companies Act, 2013
of its discussions, recommendations and actions to be taken; and the SEBI (LODR) Regulations, 2015. The Policy as approved by the
49
Board is uploaded on the Company's website at the following link https:// Non-Compliance by the Company:
ttkhealthcare.com/investorslist/policies/. There has been no instance of non-compliance by the Company on any
The details of the Related Party Transactions in Form AOC-2 are matter related to Capital Markets during the last three financial years
annexed as Annexure-2 to the Board's Report. (Please refer Page and hence no penalties or strictures were imposed by SEBI, the Stock
No.26 of this Annual Report). Exchanges or any statutory authorities.
The particulars of transactions between the Company and its related Compliance with Mandatory Requirements and adoption of non-
parties as per Indian Accounting Standard 24 (Ind AS 24) are set out in mandatory requirements:
Page No.100 of this Annual Report. The Company has complied with all the mandatory requirements of
Establishment of Vigil Mechanism / Whistle Blower Policy and Corporate Governance norms as enumerated under Schedule II to the
affirmation that no personnel has been denied access to the Audit SEBI (LODR) Regulations, 2015 and the disclosure relating to adoption of
Committee: Non-mandatory / Discretionary requirements are provided in this Report.
In accordance with the provisions of Section 177(9) of the Companies NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE
Act, 2013 and the Rules made thereunder and also Regulation 22 of GOVERNANCE REPORT:
the SEBI (LODR) Regulations, 2015, your Company established a vigil
mechanism termed as Whistle Blower Policy, for Directors and employees The Company has complied with all the mandatory requirements of
to report concerns about unethical behaviour, actual or suspected Corporate Governance Report.
fraud or violation of the Company's Code of Conduct or Ethics Policy, DISCLOSURE RELATING TO ADOPTION OF DISCRETIONARY
which also provides for adequate safeguards against victimization of REQUIREMENTS:
director(s) / employee(s) who avail of the mechanism and also provide (a) The Board:
for direct access to the Corporate Governance Officer / Chairman of the
No reimbursement of expenses is made to the Non-Executive
Audit Committee and the Executive Vice Chairman, in exceptional cases.
Chairman in connection with the maintenance of his office.
The Whistle Blower mechanism is devised in such a manner that would
(b) Shareholders' Right:
enable the stakeholders, including individual employees and their
representative bodies, to freely communicate their concerns about illegal The Company does not mail the Unaudited Half-yearly Financial
or unethical practices. Results individually to its shareholders. However, these are published
in “Business Standard” & “Makkal Kural” and are also posted on the
The Whistle Blower Policy is available on the Company's website at the
Company's website www.ttkhealthcare.com and also on the website
following link https://ttkhealthcare.com/investorslist/poilicies/. Further, the
of BSE Ltd. (www.bseindia.com) and National Stock Exchange of
Company has a designated e-mail lD (i.e.) whistleblow@ttkhealthcare.
India Ltd. (www.nseindia.com).
com for forwarding the complaints to the Corporate Governance Officer
(Vigil) by the employees. The Company has not received any complaints (c) Modified Opinion(s) in Audit Report:
during the year under review. The Audit Report for the year 2021-22 is an unmodified one and
does not contain any qualifications.
Certification from Company Secretary in Practice:
(d) Separate Posts of Chairperson and the Managing Director or the
Mr Balu Sridhar, Partner, M/s A K Jain & Associates, Practising Company
Chief Executive Officer:
Secretaries has issued a certificate as required under Regulation 34(3)
and Schedule V Para C Clause (10)(i) of the SEBI (LODR) Regulations, Not Applicable.
2015, confirming that none of the Directors on the Board of the Company (e) Reporting of Internal Auditor:
has been debarred or disqualified from being appointed or continuing as The Internal Auditors report to the Audit Committee.
Director of the Company by the Ministry of Corporate Affairs / SEBI or
DISCLOSURE OF COMPLIANCE:
such other Statutory Authorities, if any. The certificate is annexed to this
Report. (Page No.53) Regulation 17 – Board of Directors:
Fees paid to the Statutory Auditors: (i) The composition and meetings of Board of Directors are complied
with.
The Statutory Auditors M/s. PKF Sridhar & Santhanam LLP were paid
Rs.37.50 lakhs plus GST for carrying out the statutory audit, Rs.25,000 (ii) Periodical review of Statutory Compliance Report, Quarterly / Half-
plus GST per Quarter for carrying out the Limited Review of the yearly / Annual Corporate Governance Report, Quarterly Investor
Unaudited Financial Results and Rs.7.79 lakhs inclusive of GST towards Grievance Report, etc. are carried out by the Board of Directors.
other services. (iii) Code of Conduct for the Directors (incorporating the duties
Disclosure relating to Sexual Harassment of Women at Workplace of Independent Directors) and Senior Management of the
(Prevention, Prohibition and Redressal) Act, 2013: Company:
The Board of Directors had laid down a Code of Conduct applicable
a. Number of complaints filed during the financial year Nil
to all the Directors and Senior Management of the Company. The
b. Number of complaints disposed of during the financial year NA said Code of Conduct had also been posted on the Company's
c. Number of complaints pending as at end of the financial year Nil website www.ttkhealthcare.com. A report on the compliance aspect
50
of the Code of Conduct by the Executive Vice Chairman (CEO) has (v) The details relating to the performance evaluation of Independent
been given at Page No.53 of this Annual Report. Directors by the entire Board of Directors excluding the Director
Code of Conduct for prevention of Insider Trading: Pursuant being evaluated is given in Page No.44 of this Annual Report.
to the requirements of the Securities and Exchange Board of India Regulation 18 – Audit Committee:
(Prohibition of Insider Trading) Regulations, 2015, the Board of Compliance to this Regulation is given in Page No.43 of this Annual
Directors of your Company adopted a Code of Conduct for prevention
Report.
of Insider Trading and Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information, as amended Regulation 19 – Nomination and Remuneration Committee:
from time to time, in line with the amendment of the said Regulation, Compliance to this Regulation is given in Page No.43 of this Annual
to regulate, monitor and report trading by Insiders. Further, your Report.
Company also formulated a Policy and Procedure for inquiry in Regulation 20 – Stakeholders Relationship Committee:
the event of leak or suspected leak of Unpublished Price Sensitive
Compliance to this Regulation is given in Page No.45 of this Annual
Information and Policy on determination of Legitimate Purpose
Report.
for sharing Unpublished Price Sensitive Information. The said
Codes and the Policies are posted on the website of the Company Regulation 21 – Risk Management Committee:
www.ttkhealthcare.com. Compliance to this Regulation is given in Page No.49 of this Annual
These Codes of Conduct are applicable to all designated persons as Report.
defined in the said Regulation who are expected to have access to Regulation 22 – Vigil Mechanism:
unpublished price sensitive information relating to the Company and Compliance to this Regulation is given in Page No.21 & 50 of this
administered by the Compliance Officer. Annual Report.
The Compliance to the Code and Regulations are periodically Regulation 23 – Related Party Transactions:
ensured by the Board of Directors and the Audit Committee.
Compliance to this Regulation is given in Page No.49 of this Annual
(iv) Board Disclosure – Risk Management:
Report.
Your Company has developed and implemented a Risk Management
Regulation 24 – Corporate Governance Requirements with respect
Policy which includes identification of elements of risk, if any, which
to subsidiary:
in the opinion of the Board, may threaten the existence of the
Company. Not applicable to your Company.
Your Company has a Risk Identification and Management Framework Regulation 25 – Obligations with respect to Independent Directors:
appropriate to the size of your Company and the environment in Compliance to this Regulation is given in Page No.42 of this Annual
which it operates. Report.
Your Company constituted a Risk Management Group (RMG) with
Regulation 26 – Obligations with respect to Directors & Senior
due representations from each of the Businesses / Functions of your
Management:
Company to effectively implement the Risk Management Framework
and to address the key risks. Disclosures relating to compliance to the Directorships in other listed
The meetings of the RMG were convened periodically, in order to entities, Board level Committee Memberships and Chairmanships are
have detailed interactions / discussions with the Members / Risk annually provided by the Directors of your Company. Further, notification
Owners on the various risks identified and the status of the mitigation of the changes in the other Directorships, Committee Memberships and
plans. Chairmanships are also provided by the Directors. Compliance to this
Regulation is given in Page No.41 of this Annual Report.
The Risk Management Committee was constituted on 27th May,
2021, in accordance with the SEBI (LODR) (Second Amendment) All the Directors and Senior Management had affirmed compliance as
Regulations, 2021 notified on 5th May, 2021 and during the year two on 31st March, 2022 to the Code of Conduct applicable to them.
meetings were held on 12th July, 2021 and 20th October, 2021. Regulation 27 – Other Corporate Governance Requirements:
The Company retained the services of a well-known consulting firm Disclosure relating to adoption of discretionary requirements under this
and they made a detailed presentation to the Risk Management Regulation is given in Page No.50 of this Annual Report.
Committee on the methodology adopted for arriving at the various
risks after due interactions with the Business / Functional Heads and Regulation 46 – Website:
the Risk Owners and also the updation of the Risk Register. Pursuant to the above Regulation, prescribed information / details are
The Risk Management Committee was updated on the outcome of available on the Company's website www.ttkhealthcare.com.
the RMG Meetings held during the year. OTHER ADDITIONAL DISCLOSURES [As per Schedule V to the SEBI
The Audit Committee and the Board were also periodically updated (LODR) Regulations, 2015]:
on the outcome of the Risk Management Committee Meetings and
Related Party Disclosure: Please refer Page No.26 & 49 of this
on the key risk areas and its mitigation plans. The Risk Management
Annual Report.
Framework was also periodically reviewed by the Audit Committee
and the Board.
51
Management Discussion and Analysis Report: Composition, Name of Members and Chairperson:
The Management Discussion and Analysis Report is included in the The composition of the Committee is in line with the provisions of Section
Board's Report. (Please refer Page No.13 of this Annual Report). 135 of the Companies Act, 2013 and the Rules made thereunder, as
Disclosure on Accounting Treatment: detailed below:
In the preparation of financial statements, generally accepted accounting Name of Director Position Category
principles and policies and the mandatory Indian Accounting Standards Mr T T Raghunathan Chairman Promoter / Executive / Non-
(Ind AS) prescribed under Section 133 of the Companies Act, 2013 read Independent
with relevant Rules issued thereunder were followed. Mr K Shankaran Member Non-Promoter / Non-Executive /
Non-Independent
Declaration by the Chief Executive Officer relating to the affirmation
of compliance with the Code of Conduct by the Board of Directors Dr (Mrs) Vandana R Member Non-Promoter / Non-Executive /
and Senior Management: Walvekar Independent
Mr Girish Rao Member Non-Promoter / Non-Executive /
Please refer Page No.53 of this Annual Report. Independent
Compliance Certificate from the Practicing Company Secretaries Mr S Kalyanaraman Secretary –
regarding compliance of conditions of Corporate Governance:
Meetings and Attendance:
Please refer Page No.34 of this Annual Report.
During the year under review, the Committee met twice to determine the
Disclosure with respect to Demat Suspense Account / Unclaimed amount to be spent towards CSR activities and to approve the various
Suspense Account: proposals / projects eligible for contribution under the CSR Policy of
Your Company does not have any Unclaimed Shares issued in physical the Company, for the financial year 2021-22 and also to review and
form pursuant to Public Issue / Rights Issue. record the status report of the CSR Activities undertaken during the year
2020-21:
Other constituents of the TTK Group within the meaning of “Group”
under SEBI (Substantial Acquisition of Shares and Takeovers) Date of the Meetings and Attendance
Regulations, 2011 include: Name of Director
27.05.2021 09.02.2022
yy M/s T T Krishnamachari & Co., and its Partners & Relatives of the Mr T T Raghunathan  
Partners Mr K Shankaran  
yy M/s TTK Prestige Limited Dr (Mrs) Vandana R Walvekar  
yy M/s TTK Tantex Limited Mr Girish Rao  
yy M/s Packwell Packaging Products Limited
Corporate Social Responsibility (CSR) Policy:
yy M/s TTK Property Services (P) Limited
Your Company adopted a Policy relating to Corporate Social Responsibility
yy M/s TTK Services (P) Limited
in accordance with the provisions of Section 135 of and Schedule VII
yy M/s Triveni Bialetti Industries (P) Limited
to the Companies Act, 2013 and the Rules made thereunder. The said
yy M/s TTK Partners LLP Policy was made available on the Company's website at the following
yy M/s Immidart Technologies LLP link https://ttkhealthcare.com/investorlist/policies/.
yy M/s Pharma Research & Analytical Laboratories
PARTICULARS OF DIRECTOR(S) SEEKING APPOINTMENT /
yy M/s Peenya Packaging Products REAPPOINTMENT:
yy M/s TTK British Holdings Limited
The particulars of the Director(s) seeking appointment / reappointment
yy M/s Horwood Homewares Limited
are given under S.No.23 of the Notes forming part of the Notice to
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Shareholders. (Please refer Page No.10 of this Annual Report).
Terms of reference: RECONCILIATION OF SHARE CAPITAL AUDIT:
The brief terms of reference are as per the provisions of Section 135 of Audits were conducted on a quarterly basis by M/s A K Jain & Associates,
the Companies Act, 2013 and the Rules made thereunder, include- Practising Company Secretaries, Chennai, reconciling the issued and
yy Formulation and recommendation to the Board, a Corporate listed capital of the Company with the aggregate of the number of
Social Responsibility Policy which shall indicate the activities to be shares held by investors in physical form and in electronic form with the
undertaken by the Company as specified in Schedule VII. Depositories and relevant certificates were submitted to BSE Limited and
yy Recommendation of the amount of expenditure to be incurred on the National Stock Exchange of India Limited within the prescribed time limit.
activities referred to above. As on 31st March, 2022, there was no difference between the issued
yy Monitoring the Corporate Social Responsibility Policy of the Company and listed capital and the aggregate of shares held by investors both in
from time to time. physical form and in electronic form with the Depositories.
As on 31st March, 2022, 1,39,66,465 Equity Shares representing 98.84%
of the Paid-up Equity Capital were in dematerialized form.
52
CEO / CFO CERTIFICATION: yy Policy for Preservation of Documents pursuant to the provisions
As required under Schedule II – Part B to the SEBI (LODR) Regulations, of Regulation 9 - Chapter III; and
2015, the Executive Vice Chairman (CEO) and President – Finance yy Policy for Disclosure of Events or Information pursuant to the
(CFO) have furnished necessary Certificate to the Board of Directors provisions of Regulation 30 - Chapter IV.
with respect to Financial Statements and Cash Flow Statement for the yy Policy on dealing with Related Party Transactions pursuant to
year ended 31st March, 2022. the provisions of Regulation 46(2)(g) - Chapter IV; and
ADOPTION OF VARIOUS POLICIES: yy Dividend Distribution Policy pursuant to the provisions of
Regulation 43A - Chapter IV.
Your Company formulated, adopted and disseminated in its website
www.ttkhealthcare.com, the following policies, as required under the yy Risk Management Policy pursuant to the provisions of Regulation
SEBI (LODR) Regulations, 2015: 21 and Clause C - Part D - Schedule II.
DECLARATION ON CODE OF CONDUCT

As required under Schedule V(D) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, it is hereby affirmed that all the Board Members and Senior Management personnel have complied with the Code of Conduct of the
Company. It is also confirmed that the Code of Conduct has already been posted on the Company's website.
Place : Chennai T T RAGHUNATHAN

Date : May 12, 2022 Executive Vice Chairman (CEO)
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI
[Listing Obligations and Disclosure Requirements] Regulations, 2015)
To
The Members of TTK Healthcare Limited
Chennai 600 086
In pursuance of sub-clause (i) of Clause 10 of Para C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (LODR) in respect of M/s. TTK HEALTHCARE LIMITED (CIN: L24231TN1958PLC003647), we hereby
certify that:
On the basis of the written representation / declaration received from the Directors, as on March 31, 2022 none of the Directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as Director of Companies, by the Securities Exchange Board of
India / Ministry of Corporate Affairs or any other Statutory Authority.
Company Secretaries
Balu Sridhar
Partner
Place : Chennai M.No. F5869 / C.P.No. 3550
Date : May 12, 2022 UDIN: F005869D000311295
53
Independent Auditor's Report
To the Members of TTK Healthcare Limited Revenue is recognized upon Accounting Policies –
Report on the Audit of the Financial Statements transfer of control of promised Assessing the appropriateness
goods to customers in an amount of the Company's Revenue
Opinion that reflects the consideration Recognition Policy and
We have audited the financial statements of TTK Healthcare Limited (“the expected to be received in the significant accounting
Company”), which comprise the balance sheet as at 31st March, 2022, exchange for those goods. judgements, estimates and
and the statement of Profit and Loss (including other comprehensive Revenue is measured net assumptions relating to
income), statement of changes in equity and statement of cash flows of expected defective stock Promotional Expenditure.
for the year then ended, and notes to the financial statements, including returns, volume based discounts, Control Testing – Testing the
turnover based discounts and effectiveness of Company's
a summary of significant accounting policies and other explanatory
other pricing incentives. Controls over the calculation of
information (hereinafter referred to as “financial statements”).
The cost of these activities (which returns, discounts and incentives.
In our opinion and to the best of our information and according to the are reduced from revenue) are Test of Details – Obtaining
explanations given to us, the aforesaid financial statements give the generally recognized at the time supporting documentation for
information required by the Companies Act, 2013 (‘the Act') in the the related revenue is recorded, credit notes issued in connection
manner so required and give a true and fair view in conformity with which normally precedes their with achievement of sales
the accounting principles generally accepted in India, of the state of actual discharge. targets by dealers for sample
The estimate of returns, discounts promotional schemes. Critically
affairs of the Company as at 31st March, 2022, and profit and other
and incentives recognized based assessing manual journals
comprehensive income, changes in equity and its cash flows for the posted to revenue to identify
on sales made during the year,
year ended on that date. unusual or irregular items.
is material and considered to
Basis for Opinion involve judgements. Analytical Procedures -
We conducted our audit in accordance with the Standards on Auditing Therefore, there is a risk of Comparing current year accruals
(SAs) specified under Section 143(10) of the Act. Our responsibilities estimation errors or errors in to the prior year and evaluating
under those SAs are further described in the Auditor's Responsibilities stating revenues arising on the reasonableness of techniques
account of returns, discounts and of estimation including historical
for the Audit of the Financial Statements section of our report. We are incentives. data on performance of similar
independent of the Company in accordance with the Code of Ethics promotional programs and trends
issued by the Institute of Chartered Accountants of India (ICAI) together of actual returns.
with the ethical requirements that are relevant to our audit of the financial
Information Other than the Financial Statements and Auditors'
statements under the provisions of the Act and the Rules thereunder,
Report Thereon
and we have fulfilled our other ethical responsibilities in accordance
The Company's management and Board of Directors are responsible
with these requirements and the Code of Ethics. We believe that the
for the preparation of the other information. The other information
audit evidence we have obtained is sufficient and appropriate to provide
comprises the information included in the Directors report but does not
a basis for our opinion.
include the financial statements and our auditors' report thereon.
Key Audit Matters Our opinion on the financial statements does not cover the other
Key audit matters are those matters that, in our professional judgment, information and we do not express any form of assurance / conclusion
were of most significance in our audit of the financial statements of the thereon.
current period. These matters were addressed in the context of our
In connection with our audit of the financial statements, our responsibility
audit of the financial statements as a whole, and in forming our opinion
is to read the other information and, in doing so, consider whether the
thereon, and we do not provide a separate opinion on these matters.
other information is materially inconsistent with the financial statements
We have determined the matter described below to be the key audit or our knowledge obtained during the audit or otherwise appears to
matter to be communicated in our report be materially misstated. If, based on the work we have performed, we
Revenue Recognition under Audit Response conclude that there is a material misstatement of this other information,
Ind AS 115 “Revenue from we are required to report that fact. We have nothing to report in this
Our audit included but was regard.
Contracts entered with
not limited to the following
Customers”
procedures: Responsibilities of the Management and Those Charged with
Refer Note 2 A.5.(c) and Note
2.B(g) of Financial Statements Our procedures included, Governance for Financial Statements
among others, obtaining an The Company's management and Board of Directors are responsible
understanding of the processes for the matters stated in Section 134(5) of the Act with respect to the
and relevant controls relating preparation of these financial statements that give a true and fair view
to the accounting for customer
contracts. of the state of affairs, profit and other comprehensive income, changes
in equity and cash flows of the Company in accordance with the
54
Independent Auditor's Report (Contd.)
accounting principles generally accepted in India, including the Indian yy Conclude on the appropriateness of management's use of the going
accounting Standards (Ind AS) prescribed under Section 133 of the Act. concern basis of accounting and, based on the audit evidence
This responsibility also includes maintenance of adequate accounting obtained, whether a material uncertainty exists related to events
records in accordance with the provisions of the Act for safeguarding or conditions that may cast significant doubt on the Company's
the assets of the Company and for preventing and detecting frauds and ability to continue as a going concern. If we conclude that a material
other irregularities; selection and application of appropriate accounting uncertainty exists, we are required to draw attention in our auditors'
policies; making judgments and estimates that are reasonable and report to the related disclosures in the financial statements or, if such
prudent; and design, implementation and maintenance of adequate disclosures are inadequate, to modify our opinion. Our conclusions
internal financial controls, that were operating effectively for ensuring are based on the audit evidence obtained up to the date of our
auditors' report. However, future events or conditions may cause the
the accuracy and completeness of the accounting records, relevant to
Company to cease to continue as a going concern; and
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether yy Evaluate the overall presentation, structure and content of the
due to fraud or error. financial statements, including the disclosures, and whether the
In preparing the financial statements, management and Board of financial statements represent the underlying transactions and
Directors are responsible for assessing the Company's ability to events in a manner that achieves fair presentation.
continue as a going concern, disclosing, as applicable, matters related We communicate with those charged with governance regarding,
to going concern and using the going concern basis of accounting among other matters, the planned scope and timing of the audit and
unless management either intends to liquidate the Company or to significant audit findings, including any significant deficiencies in
cease operations, or has no realistic alternative but to do so. internal control that we identify during our audit.
Board of Directors are also responsible for overseeing the Company's We also provide those charged with governance with a statement
financial reporting process. that we have complied with relevant ethical requirements regarding
Auditors' Responsibilities for the Audit of the Financial Statements independence, and to communicate with them all relationships and other
Our objectives are to obtain reasonable assurance about whether the matters that may reasonably be thought to bear on our independence,
financial statements as a whole are free from material misstatement, and where applicable, related safeguards.
whether due to fraud or error, and to issue an auditors' report that From the matters communicated with those charged with governance,
includes our opinion. Reasonable assurance is a high level of assurance we determine those matters that were of most significance in the audit of
but is not a guarantee that an audit conducted in accordance with SAs the financial statements of the current period and are therefore the key
will always detect a material misstatement when it exists. Misstatements audit matters. We describe these matters in our auditors' report unless
can arise from fraud or error and are considered material if, individually law or regulation precludes public disclosure about the matter or when,
or in the aggregate, they could reasonably be expected to influence in extremely rare circumstances, we determine that a matter should not
the economic decisions of users taken on the basis of these financial be communicated in our report because the adverse consequences of
statements. doing so would reasonably be expected to outweigh the public interest
As part of an audit in accordance with SAs, we exercise professional benefits of such communication.
judgment and maintain professional skepticism throughout the audit. Report on Other Legal and Regulatory Requirements
We also: (1) As required by the Companies (Auditors' Report) Order, 2020 (“the
yy Identify and assess the risks of material misstatement of the financial Order”), issued by the Central Government of India in terms of sub-
statements, whether due to fraud or error, design and perform audit Section (11) of Section 143 of the Act, we give in the “Annexure A”
procedures responsive to those risks, and obtain audit evidence that a statement on the matters specified in paragraphs 3 and 4 of the
is sufficient and appropriate to provide a basis for our opinion. The Order, to the extent applicable.
risk of not detecting a material misstatement resulting from fraud (2) As required by Section 143(3) of the Act, we report that:
is higher than for one resulting from error, as fraud may involve (a) We have sought and obtained all the information and
collusion, forgery, intentional omissions, misrepresentations, or the explanations which to the best of our knowledge and belief
override of internal control. were necessary for the purposes of our audit.
yy Obtain an understanding of internal financial control relevant to the (b) In our opinion, proper books of account as required by law
audit in order to design audit procedures that are appropriate in have been kept by the Company so far as it appears from our
the circumstances. Under Section 143(3)(i) of the Act, we are also examination of those books.
responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to the financial (c) The Balance Sheet, the Statement of Profit and Loss (including
statements in place and the operating effectiveness of such controls. other comprehensive income), the Statement of Changes
in Equity and the statement of cash flows dealt with by this
yy Evaluate the appropriateness of accounting policies used and the Report are in agreement with the books of account.
reasonableness of accounting estimates and related disclosures
made by management. (d) In our opinion, the aforesaid financial statements comply with
55
the Indian Accounting Standards (Ind AS) prescribed under (b) The management has represented, that, to the best of
Section 133 of the Act. its knowledge and belief, no funds have been received
(e) On the basis of the written representations received from the by the Company from any person(s) or entity(ies),
directors as on 31st March, 2022 taken on record by the Board including foreign entities (“Funding Parties”), with
of Directors, none of the directors is disqualified as on 31st the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly
March, 2022 from being appointed as a director in terms of
or indirectly, lend or invest in other persons or entities
Section 164 (2) of the Act.
identified in any manner whatsoever by or on behalf of
(f) With respect to the adequacy of the internal financial controls the Funding Party (“Ultimate Beneficiaries”) or provide
with reference to the financial statements of the Company any guarantee, security or the like on behalf of the
and the operating effectiveness of such controls, refer to our Ultimate Beneficiaries
separate Report in “Annexure B”. (c) Based on such audit procedures that we have
(g) With respect to the other matters to be included in the Auditors' considered reasonable and appropriate in the
Report in accordance with Rule 11 of the Companies (Audit circumstances, nothing has come to our notice that
and Auditors) Rules, 2014, in our opinion and to the best of has caused us to believe that the representations
our information and according to the explanations given to us: under sub-clause (a) and (b) contain any material mis-
(i) The Company has disclosed the impact of pending statement.
litigations as at 31 Match 2022 on its financial position in (d) As stated in note 5.20 to the financial statements, the
its financial statements – Refer Note 5.3 to the financial Board of Directors of the Company have proposed final
statements; dividend for the year which is subject to the approval of
(ii) the Company did not have any long-term contracts the members at the ensuing Annual General Meeting.
including derivative contracts for which there were any The dividend declared is in accordance with Section
material foreseeable losses. 123 of the Act to the extent it applies to declaration of
dividend.
(iii) There has been no delay in transferring amounts, required
to be transferred, to the Investor Education and Protection The final dividend paid by the Company during the year
Fund by the Company during the year ended 31st March, in respect of the same declared for the previous year is
2022; and in accordance with Section 123 of the Companies Act
2013 to the extent it applies to payment of dividend.
(iv) (a) The management has represented that, to the best
of its knowledge and belief, as disclosed in Note (3) With respect to the matter to be included in the Auditors' Report
5.19 to the financial statements, no funds have been under Section 197(16):
advanced or loaned or invested (either from borrowed In our opinion and according to the information and explanations
funds or share premium or any other sources or kind of given to us, the remuneration paid by the Company to its directors
funds) by the Company to or in any other person(s) or during the current year is in accordance with the provisions of
entity(ies), including foreign entities (“Intermediaries”), Section 197 of the Act. The remuneration paid to any director is not
with the understanding, whether recorded in writing or in excess of the limit laid down under Section 197 of the Act. The
otherwise, that the Intermediary shall, whether, directly Ministry of Corporate Affairs has not prescribed other details under
or indirectly lend or invest in other persons or entities Section 197(16) which are required to be commented upon by us.
identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate
Beneficiaries
For M/s. PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm's Regn. No.003990S/S200018
S Rajeshwari
Partner
Place : Chennai Membership No.024105
Date : May 23, 2022 UDIN No.22024105AJKPFU7561
56
Annexure A Freehold 265.03 TTK-LIG No 10 Being held in

Referred to in paragraph 1 on ‘Report on Other Legal and land at Limited years the name of the
Regulatory Requirements' of our report of even date to the Virudhunagar Company which
members of TTK Healthcare Limited (“the Company”) on the got merged with
financial statements as of and for the year ended 31st March, 2022. the Company
(i) (a) (A) The Company has maintained proper records showing Freehold 11.90 TTK No 27 Being held in
full particulars including quantitative details and situation building at Pharma years erstwhile name
of Property, Plant and Equipment. Ahmedabad Limited of the Company
(B) The Company has maintained proper records showing Freehold 12.79 TTK No 28 Being held in
full particulars of intangible assets. building at Pharma years erstwhile name
(b) The Company has a regular programme of physical verifica- Hyderabad Limited of the Company
tion of its Property, Plant and Equipment by which all Property, Freehold 5.91 TTK No 28 Being held in
Plant and Equipment are verified in a phased manner over a building at Pharma years erstwhile name
period of three years. In our opinion, this periodicity of physical Kolkata Limited of the Company
verification is reasonable having regard to the size of the Com-
pany and the nature of its assets. Pursuant to the programme, Freehold 34.43 TTK No 24 Being held in
Property, Plant and Equipment were physically verified by the building at Pharma years erstwhile name
management during the year. In our opinion, and according Indore Limited of the Company
to the information and explanations given to us, no material In respect of immovable properties of land and buildings that
discrepancies were noticed on such verification. have been taken on lease and disclosed as right of use assets
(c) According to the information and explanations given to us, in the financial statements, the lease agreements are in the
the records examined by us and based on the examination of name of the Company.
the conveyance deeds provided to us, we report that, the title (d) The Company has not revalued its Property, Plant and Equip-
deeds, comprising all the immovable properties disclosed in ment (including Right of Use assets and intangible assets)
the financial statements are held in the name of the Company during the year and hence this clause is not applicable to the
as at Balance Sheet date, except as stated below: Company.
Whether (e) According to the information and explanations given to us, no
Gross promoter, proceedings have been initiated or are pending against the
Reason for not Company for holding any benami property under the Benami
carrying director
Description of Held in the Period being held in Transactions (Prohibitions) Act, 1988 (45 of 1988) and rules
value or their
property name of held the name of the
(Rs. In relative made thereunder.
Company
lakhs) or (ii) (a) Based on our audit procedures and according to the information
employee and explanations given to us, the inventory, except goods in
Freehold land 336.71 Orient No 63 Being held in transit and stocks lying with third parties, has been physically
at Pallavaram Pharma years erstwhile name verified by the management at reasonable intervals during
Private of the Company the year. In our opinion, the frequency of such verification
Limited is reasonable. For stocks lying with third parties at the year-
end, written confirmations have been obtained or subsequent
Freehold land 1.48 London No 10 Being held in
utilisation has been verified and in respect of goods-in-
at Pallavaram Rubber years the name of the
Company Company which transit, subsequent goods receipts have been verified. The
(India) got merged with discrepancies noticed on verification between the physical
Limited the Company stocks and the book records are not 10% or more in the
aggregate for each class of inventory.
Freehold land 22.00 TTK-LIG No 10 Being held in
(b) Based on our audit procedures & according to the information
at Pondicherry Limited years the name of the
and explanation given to us, the Company has been sanc-
Company which
tioned working capital limits in excess of five crore rupees, in
got merged with
aggregate, from banks or financial institutions on the basis of
the Company
security of current assets. Quarterly returns or statements filed
Freehold 62.85 London No 10 Being held in by the Company with such banks or financial institutions are in
land at Rubber years the name of the agreement with the books of account of the Company except
Virudhunagar Company Company which for minor differences which did not affect the drawing power
(India) got merged with and the required security cover computed in accordance with
Limited the Company the sanctioned terms.
57
(iii) Based on our audit procedures & according to the information and Amount
explanation given to us, the Company has not made investments in, under
Amount Period(s)
provided any guarantee or security or granted any loans or advances Name of the Nature of demanded
dispute
to which
Forum where
in the nature of loans, secured or unsecured, to companies, firms, and not dispute is
Statute the Dues (Rs. in amount
Limited Liability Partnerships or any other parties. Accordingly, paid pending
lakhs) relates
(Rs. in
paragraph 3(iii) of the Order is not applicable to the Company. lakhs)
(iv) Based on our audit procedures & according to the information and The Central Excise Duty 1988-1989 to The Customs,
explanation given to us, the Company has neither given any loan, Excise with interest, 2000-01 and Excise and Service
117.90 115.95
guarantees and security nor made any investment during the year Act,1944 penalty, as 1995-1996 to Tax Appellate
covered under Section 185 and 186 of the Act. Therefore paragraph applicable 2007-2008 Tribunal Chennai
3(iv) of the Order is not applicable to the Company. 1994-1995 The Deputy
and Commissioner of
(v) Based on our audit procedures & according to the information 0.74 0.74
1995-1996 Central Excise
and explanation given to us, the Company has not accepted any Aurangabad
deposits or amounts which are deemed to be deposits within the 2002-03 The Commissioner
meaning of the Act and the directives issued by the Reserve Bank 0.42 0.42 of Central Excise
of India and the provisions of Sections 73 to 76 or any other relevant (Appeals)
provisions of the Act and the rules framed thereunder. Accordingly, The Customs Customs 1992-93 to Settlement
paragraph 3(v) of the Order is not applicable to the Company. Tariff Act,1975 Duty with 20.30 20.30 2005-06 Commission,
interest and Chennai
(vi) We have broadly reviewed the books of account maintained by
penalty 2010-11 & CESTAT, Chennai
the Company as specified under sub Section (1) of Section 148 of 322.65 315.73
2011-12
the Act, for maintenance of cost records in respect of the products
manufactured by the Company, and are of the opinion that prima Finance Act Service Tax 2005-2006 to The Commis-
2007-2008 sioner of Central
facie, the prescribed accounts and records have been made and 3.71 3.71
Excise (Appeals),
maintained. However, we have not, made a detailed examination Bangalore
of cost records with a view to determine whether they are accurate State VAT Sales Tax Various In various State
or complete. Acts of various years forums
(vii) (a) According to the information and explanations given to us and States 81.38 51.22 between
the records of the Company examined by us, the Company 1986 - 87 to
2014-15
has been regular in depositing undisputed statutory dues
including Goods and Service Tax, provident fund, employees' Income Tax Income Tax 2012-2013, Commissioner
Act, 1961 with interest 2013-2014 of Income Tax
state insurance, income-tax, sales-tax, service tax, duty of and penalty 1096.33 1048.89 and 2015- (Appeals)
customs, duty of excise, value added tax, cess and any other 2016 to
statutory dues as applicable with the appropriate authorities. 2017-2018
According to the information and explanation given to us and 1599.76 1599.76 2014-2015 Income Tax Officer
the records of the Company examined by us, no undisputed
(viii) Based on our audit procedures and as per the information and
amounts payable in respect of Goods and Service Tax, provi-
explanations given by the management, no amount has been
dent fund, employees' state insurance, income-tax, sales-tax,
surrendered or disclosed as income during the year in the tax
service tax, duty of customs, duty of excise, value added tax,
assessments under the Income Tax Act, 1961. Accordingly,
cess and any other statutory dues were in arrears, as at 31st
paragraph 3(viii) of the order is not applicable to the Company.
March, 2022 for a period of more than six months from the date
they became payable . (ix) (a) Based on our audit procedures and as per the information and
(b) According to the information and explanations given to us and explanations given by the management, the Company has
based on our examination of the records of the Company, there not defaulted in repayment of loans or other borrowings or in
are no statutory dues referred to in sub-clause (a) as at 31st payment of interest thereon to any lender
March, 2022, which have not been deposited with the appro- (b) According to the information and explanations given to us, the
priate authorities on account of any dispute, except as stated Company is not a declared willful defaulter by any bank or fi-
below: nancial institution or other lender. Accordingly, paragraph 3(ix)
(b) of the Order is not applicable to the Company.
(c) According to the information and explanations given to us and
the records of the Company examined by us, there were no
term loans taken by the Company and hence the question of
the amount of loan so diverted and the purpose for which it
is used does not arise. Accordingly, paragraph 3(ix)(c) of the
Order is not applicable to the Company.
58
(d) According to the information and explanations given to us and 177 and Section 188 of the Act where applicable and the details
the procedures performed by us, and on an overall examina- have been disclosed in the financial statements as required by the
tion of the financial statements of the Company, we report Indian accounting standards Related Party Disclosures (Ind AS 24)
Company has not used any funds raised on short term basis (xiv) (a) To the best of our knowledge and belief and according to the
for long term purposes during the year. information and explanations given to us, the Company has an
(e) According to the information and explanations given to us and internal audit system commensurate with the size and nature
the records of the Company examined by us, the Company of its business.
does not have any subsidiary, associate or joint venture and
(b) We have considered the reports of the Internal Auditors for the
hence the question of the Company taking loan from any entity
or person on account of or to meet the obligations of its sub- period under audit.
sidiaries, joint ventures or associate companies does not arise. (xv) On the basis of the information and explanations given to us, in
Accordingly, paragraph 3(ix)(e) of the Order is not applicable our opinion, during the year the Company has not entered into any
to the Company non-cash transactions with its directors or persons connected with
(f) According to the information and explanations given to us and its directors and hence provisions of Section 192 of the Companies
the records of the Company examined by us, the Company Act, 2013 are not applicable to the Company.
does not have any subsidiary, associate or joint venture and (xvi) (a) Based on our audit procedures and according to the information
hence the question of the Company raising any loans during and explanations given to us, the Company is not required to
the year on pledge of securities held in its subsidiaries, joint be registered under Section 45-IA of Reserve Bank of India
ventures or associate companies does not arise. Accordingly, Act, 1934 (2 of 1934).
paragraph 3(ix)(f) of the Order is not applicable to the Com-
pany. (b) Based on our audit procedures and according to the informa-
tion and explanations given to us, the Company has not con-
(x) (a) According to the information and explanations given to us, the ducted any Non-Banking Financial or Housing Finance activi-
Company did not raise money by way of initial public offer or ties without a valid Certificate of Registration (CoR) from the
further public offer (including debt instruments) during the year Reserve Bank of India as per the Reserve Bank of India Act,
and hence the question of whether money raised were applied 1934. Accordingly, paragraph 3(xvi)(b) of the Order is not ap-
for the purposes for which those are raised does not arise. plicable to the Company.
Accordingly, paragraph 3(x) of the Order is not applicable to (c) Based on our audit procedures and according to the informa-
the Company. tion and explanations given to us, the Company is not a Core
(b) According to the information and explanations given to us, the Investment Company (CIC) as defined in the regulations made
Company has not made any preferential allotment or private by the Reserve Bank of India and hence the question of fulfill-
placement of shares or convertible debentures (fully, partially ing criteria of a CIC, and in case the Company is an exempted
or unregistered CIC, whether it continues to fulfill such criteria,
or optionally convertible) during the year and hence the ques-
do not arise. Accordingly, paragraph 3(xvi)(c) of the Order is
tion of whether the requirements of Section 42 and Section 62
not applicable to the Company.
of the Companies Act, 2013 have been complied with and the
(d) Based on our audit procedures and according to the informa-
funds raised have been used for the purposes for which the
tion and explanations given to us, none of the group companies
funds were raised does not arise. Accordingly, paragraph 3(x)
are Core Investment Company (CIC) and hence the question
(b) of the Order is not applicable to the Company.
of number of CICs which are part of the Group does not arise.
(xi) (a) To the best of our knowledge and belief and according to the Accordingly, paragraph 3(xvi)(d) of the Order is not applicable
information and explanations given to us, we report that no to the Company.
fraud by the Company or on the Company has been noticed or (xvii) Based on our audit procedures and according to the information
reported during the year. and explanations given to us, the Company has not incurred cash
(b) No report under sub-section (12) of Section 143 of the Com- losses in the financial year and in the immediately preceding
panies Act has been filed by us in Form ADT-4 as prescribed financial year.
under rule 13 of Companies (Audit and Auditors) Rules, 2014
(xviii) There has been no resignation of the statutory auditors during the
with the Central Government
year and accordingly this clause is not applicable.
(c) To the best of our knowledge and belief and according to the
information and explanations given to us, we report that no (xix) On the basis of financial ratios, ageing and expected dates of
whistle blower complaints were received during the year by the realisation of financial assets and payment of financial liabilities,
Company. other information accompanying the financial statements, our
(xii) The Company is not a Nidhi Company in accordance with Nidhi knowledge of the Board of Directors and management plans, we
Rules 2014. Accordingly, paragraph 3(xii)(a) to (c) of the Order is are of the opinion that no material uncertainty exists as on the
not applicable. date of the audit report of the Company's capability of meeting its
(xiii) Based on our audit procedures and according to the information liabilities existing at the date of balance sheet as and when they fall
and explanations given to us, all the transactions entered into with due within a period of one year from the balance sheet date. We,
the related parties during the year are in compliance with Section however, state that this is not an assurance as to the future viability
59
of the Company. We further state that our reporting is based on second proviso to sub-section (5) of Section 135 of the said
the facts up to the date of the audit report and we neither give any Act.
guarantee nor any assurance that all liabilities falling due within a (b) Based on our audit procedures and according to the informa-
period of one year from the balance sheet date, will get discharged tion and explanations given to us, the Company is not required
by the Company as and when they fall due. to transfer unspent amount under subsection (5) of Section 135
(xx) (a) Based on our audit procedures and according to the information of the Companies Act, pursuant to ongoing project to special
and explanations given to us, in respect of other than ongoing account in compliance with provision of sub section (6) of Sec-
projects, the Company having spent the required amount, there tion 135. Accordingly, paragraph 3(xx)(b) of the Order is not
applicable to the Company.
is no amount pending to be transferred to a Fund specified
in Schedule VII to the Companies Act within a period of six
months of the expiry of the financial year in compliance with
For M/s. PKF Sridhar & Santhanam LLP

S Rajeshwari
Partner
Annexure B
Referred to in paragraph 2(f) on ‘Report on Other Legal and and the Standards on Auditing, prescribed under Section 143(10)
Regulatory Requirements' of our report of even date of the Act, to the extent applicable to an audit of internal financial
Report on the Internal Financial Controls with reference to the controls with reference to financial statements. Those Standards and
aforesaid financial statements under Clause (i) of Sub-section 3 the Guidance Note require that we comply with ethical requirements
of Section 143 of the Companies Act, 2013 and plan and perform the audit to obtain reasonable assurance about
We have audited the internal financial controls with reference to whether adequate internal financial controls with reference to financial
financial statements of TTK Healthcare Limited (“the Company”) as of statements were established and maintained and if such controls
31st March, 2022 in conjunction with our audit of the financial statements operated effectively in all material respects.
of the Company for the year ended on that date. Our audit involves performing procedures to obtain audit evidence
Management's Responsibility for Internal Financial Controls about the adequacy of the internal financial controls with reference
The Company's management and the Board of Directors are responsible to financial statements and their operating effectiveness. Our audit
for establishing and maintaining internal financial controls based of internal financial controls with reference to financial statements
on the internal control with reference to financial statements criteria included obtaining an understanding of internal financial controls,
established by the Company considering the essential components assessing the risk that a material weakness exists, and testing and
of internal control stated in the Guidance Note. These responsibilities evaluating the design and operating effectiveness of internal control
include the design, implementation and maintenance of adequate based on the assessed risk. The procedures selected depend on the
internal financial controls that were operating effectively for ensuring auditor's judgement, including the assessment of the risks of material
the orderly and efficient conduct of its business, including adherence misstatement of the financial statements, whether due to fraud or error.
to Company's policies, the safeguarding of its assets, the prevention We believe that the audit evidence we have obtained is sufficient and
and detection of frauds and errors, the accuracy and completeness of appropriate to provide a basis for our audit opinion on the Company's
the accounting records, and the timely preparation of reliable financial internal financial controls with reference to financial statements.
information, as required under the Companies Act, 2013 (hereinafter
Meaning of Internal Financial Controls with reference to financial
referred to as “the Act”). statements
Auditors' Responsibility A Company's internal financial control with reference to financial
Our responsibility is to express an opinion on the Company's internal statements is a process designed to provide reasonable assurance
financial controls with reference to financial statements based on our regarding the reliability of financial reporting and the preparation of
audit. We conducted our audit in accordance with the Guidance Note financial statements for external purposes in accordance with generally
60
accepted accounting principles. A Company's internal financial or improper management override of controls, material misstatements
control with reference to financial statements includes those policies due to error or fraud may occur and not be detected. Also, projections
and procedures that (1) pertain to the maintenance of records that, in of any evaluation of the internal financial controls with reference to
reasonable detail, accurately and fairly reflect the transactions and financial statements to future periods are subject to the risk that the
dispositions of the assets of the Company; (2) provide reasonable internal financial control with reference to financial statements may
assurance that transactions are recorded as necessary to permit become inadequate because of changes in conditions, or that the
preparation of financial statements in accordance with generally degree of compliance with the policies or procedures may deteriorate.
accepted accounting principles, and that receipts and expenditures of
Opinion
the Company are being made only in accordance with authorizations of
management and directors of the Company; and (3) provide reasonable In our opinion, the Company has, in all material respects, adequate
assurance regarding prevention or timely detection of unauthorized internal financial controls with reference to financial statements and
acquisition, use, or disposition of the Company's assets that could have such internal financial controls were operating effectively as at 31st
a material effect on the financial statements. March, 2022, based on the internal control with reference to financial
statements criteria established by the Company considering the
Inherent Limitations of Internal Financial Controls with reference essential components of internal control stated in the Guidance Note on
to financial statements Audit of Internal Financial Controls Over Financial Reporting issued by
Because of the inherent limitations of internal financial controls with the Institute of Chartered Accountants of India (the “Guidance Note”).
reference to financial statements, including the possibility of collusion
For PKF Sridhar & Santhanam LLP

S Rajeshwari
Partner
61
Balance Sheet
as at 31st March, 2022
(Rs. in lakhs)
As at As at
Particulars Note No.
31.03.2022 31.03.2021
A ASSETS
1 Non-current Assets
(a) Property, Plant and Equipment 3.1A 6,922.13 7,457.08
(b) Right of Use Asset 3.1B 1,096.49 1,062.29
(c) Capital Work-in-progress 3.1C 18.67 44.50
(d) Other Intangible Assets 3.1D 8.63 15.35
(e) Financial Assets
(i) Investments 3.2 1,513.47 1,316.61
(ii) Other Financial Assets 3.3 231.37 231.88
(f) Non-Current Tax Assets (Net) 438.85 1,081.67
(g) Deferred Tax Asset (Net) 3.4 730.28 645.14
(h) Other Non-current Assets 3.5 43.85 85.50
Total Non-current Assets 11,003.74 11,940.02
2 Current Assets
(a) Inventories 3.6 7,892.44 7,030.39
(b) Financial Assets
(i) Investments – –
(ii) Trade Receivables 3.7 5,358.02 5,977.69
(iii) Cash and Cash Equivalents 3.8 1,486.42 955.48
(iv) Bank balances other than (iii) above 3.9 25,864.34 21,813.65
(v) Other Financial Assets 3.10 746.65 641.59
(c) Other Current Assets 3.11 1,074.57 1,068.34
Total Current Assets 42,422.44 37,487.14
Human Pharma Division - Assets held for sale in subsequent year 5.13 2,428.66 –
TOTAL ASSETS 55,854.84 49,427.16
B EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 3.12 1,413.03 1,413.03
(b) Other Equity 3.13 31,550.11 28,051.61
Equity attributable to owners of the Company 32,963.14 29,464.64
Total Equity 32,963.14 29,464.64
2 Liabilities
Non-current Liabilities
(a) Financial Liabilities
(i) Lease Liabilities 3.14 133.83 115.77
(b) Provisions 3.18 515.65 789.78
(c) Deferred Revenue Income 5.15 188.78 180.71
Total Non-current Liabilities 838.26 1,086.26
62
Balance Sheet (Contd.)

as at 31 March, 2022
st
(Rs. in lakhs)
As at As at
31.03.2022 31.03.2021
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 3.15 2,038.44 1,759.82
(ii) Lease Liabilities 3.14 48.98 38.79
(iii) Trade Payables
(A) Total outstanding due to Micro Enterprises and Small Enterprises 3.16A 2,074.60 1,940.79
(B) Total outstanding due to creditors other than Micro Enterprises and Small Enterprises 3.16B 8,271.12 7,819.83
(iv) Other Financial Liabilities 3.17 6,111.40 6,216.73
(b) Other Current Liabilities 3.19 618.88 469.69
(c) Provisions 3.18 431.93 490.06
(d) Current Tax Liabilities (Net) 309.43 140.55
Total Current Liabilities 19,904.78 18,876.26
Human Pharma Division - Liabilities held for sale in subsequent year 5.13 2,148.66 –
Total Liabilities 22,891.70 19,962.52
TOTAL EQUITY AND LIABILITIES 55,854.84 49,427.16
Significant Accounting Policies and Notes forming part of Financial Statements 2 to 5.

The notes referred to above form an integral part of the Financial Statements.
As per our audit report even date attached For and on behalf of the Board
For M/s. PKF Sridhar & Santhanam LLP T T Jagannathan, Chairman K Shankaran, Director S Kalyanaraman, Wholetime Director & Secretary
Chartered Accountants DIN: 00191522 DIN: 00043205 DIN: 00119541
Firm's Regn.No.003990S/S200018
S. Rajeshwari, Partner T T Raghunathan, Executive Vice Chairman (CEO) Girish Rao, Director B V K Durga Prasad, President - Finance (CFO)
Membership No.024105 DIN: 00043455 DIN: 00073937 PAN: AAFPD4104K
Place : Chennai
Date : May 23, 2022
63
Statement of Profit and Loss

for the year ended 31st March, 2022
(Rs. in lakhs)
For the year ended For the year ended
31.03.2022 31.03.2021
I Revenue from operations 4.1 59,923.99 47,605.86
II Other income 4.2 1,633.06 993.47
III Total Income (I+II) 61,557.05 48,599.33
IV Expenses
(a) Cost of materials consumed 4.3 14,346.23 9,820.83
(b) Purchases of stock-in-trade 15,040.39 10,935.44
(c) Changes in inventories of finished goods, stock-in-trade and Work-In-Progress 4.4 (1,237.15) 176.22
(d) Employee benefits expense 4.5 10,284.24 9,369.79
(e) Finance costs 4.6 323.75 171.09
(f) Depreciation and amortisation expense 4.7 1,258.36 1,301.96
(g) Other expenses 4.8 19,306.55 15,371.63
Total expenses (IV) 59,322.37 47,146.96
V Profit before exceptional items and tax (III- IV) 2,234.68 1,452.37
VI Exceptional Items 5.5 B 249.05 809.79
VII Profit before tax (V-VI) 2,483.73 2,262.16
VIII Tax expense
(1) Current tax 743.67 747.91
(2) Tax relating to earlier years (Net) 5.5 B – (1,964.81)
(3) Deferred tax (110.96) (199.11)
632.71 (1,416.01)
IX Profit for the year from Continuing Operations (VII-VIII) 1,851.02 3,678.17
X Profit / (Loss) from Human Pharma operations held for sale in subsequent year 5.13 3,294.14 1,443.03
XI Tax Expense of Human Pharma operations held for sale in subsequent year 5.13 986.33 477.09
XII Profit / (Loss) from Human Pharma operations held for sale in subsequent year(after tax) (X -XI) 5.13 2,307.81 965.94
XIII Profit / (Loss) for the year (IX + XII) 4,158.83 4,644.11
XIV Other comprehensive income
A (i) Items that will not be reclassified subsequently to profit or loss
(a) Remeasurements of the defined benefit plans 16.45 (126.00)
(b) Equity instruments through other comprehensive income 196.86 441.27
(c) Others – –
(ii) Income tax relating to items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit plans 5.6 (4.14) 31.71
(b) Equity instruments through other comprehensive income 5.6 (21.68) (1.83)
B (i) Items that may be reclassified subsequently to profit or loss when specific conditions are met
(a) Exchange differences in translating the financial statements of foreign operations – –
(b) Debt instruments through other comprehensive income – –
(c) Others – –
(ii) Income tax relating to items that may be reclassified to profit or loss – –
Other Comprehensive Income 187.49 345.15
XV Total Comprehensive Income for the year (XIII + XIV) [Comprising Profit / (Loss) and Other
4,346.32 4,989.26
Comprehensive Income for the year] including Human Pharma operations
64
Statement of Profit and Loss (Contd.)

(Rs. in lakhs)
31.03.2022 31.03.2021
Earnings per equity share (Continuing Operations):
(1) Basic (in Rs.) 5.8 13.10 26.03
(2) Diluted (in Rs.) 5.8 13.10 26.03
Earnings per equity share (Human Pharma operations held for sale in subsequent year):
(1) Basic (in Rs.) 5.8 16.33 6.84
(2) Diluted (in Rs.) 5.8 16.33 6.84
Earnings per equity share (Continuing Operations and Human Pharma operations held for sale in
subsequent year):
(1) Basic (in Rs.) 5.8 29.43 32.87
(2) Diluted (in Rs.) 5.8 29.43 32.87
Significant Accounting Policies and Notes forming part of Financial Statements 2 to 5.
The notes referred to above form an integral part of the Financial Statements.
Place : Chennai
Date : May 23, 2022
65
Statement of Cash Flows

(Rs. in lakhs)
Particulars
31.03.2022 31.03.2021
Cash Flow from Operating activities
Profit before tax for Continuing Operations 2,483.73 2,262.16
Profit before tax for Human Pharma operations held for sale in subsequent year 3,294.14 1,443.03
Profit before tax for Continuing operations and Human Pharma operations held for sale in subsequent year 5,777.87 3,705.19
Adjustments for:
Remeasurements of defined benefit plans 16.45 (126.00)
Depreciation and amortisation expenses 1,318.98 1,371.13
Provision for Doubtful Debts 32.02 111.60
Bad debts written off 18.39 27.59
Creditors written back (25.35) (66.68)
Interest Paid 396.24 222.38
Interest Received (1,472.07) (1,796.49)
(Profit) / Loss on Sale / Impairment of Assets (249.10) 10.93
Dividend Income (9.80) (7.13)
Operating Profit before Working Capital Changes 5,803.63 3,452.52
Adjustments for working capital changes
Inventories (1,612.07) 134.09
Trade Receivables (960.38) 1,560.09
Other Receivables (160.33) (189.90)
Trade Payables 1,292.92 1,176.31
Other Liabilities 1,046.08 1,466.67
Deferred Revenue Income 8.07 10.35
Cash generated from Operations 5,417.92 7,610.13
Less: Direct Taxes Paid 1,622.61 1,091.14
Add : Direct Taxes Received 704.32 3,123.12
Net Cash generated from (used in) Operating Activities 4,499.63 9,642.11
Cash Flow from Investing Activities
Purchase of Fixed Assets / Capital Advances (649.47) (173.27)
Sale of Fixed Assets 258.16 6.46
Investments in Bank deposits (net) (4,050.69) (9,360.71)
Interest Received 1,377.47 1,796.49
Dividend Received 9.80 7.13
Net Cash generated from (used in) Investing Activities (3,054.73) (7,723.90)
Cash Flow from Financing Activities
Borrowings (including Lease Liabilites, net of repayment) 330.10 (1,069.33)
Interest Paid (including interest on Lease Liabilities) (396.24) (222.38)
Dividend Paid (847.82) (423.91)
Net Cash generated from (used in) Financing Activities (913.96) (1,715.62)
Net Increase (Decrease) in Cash and Cash Equivalents 530.94 202.59
Cash and Cash Equivalents as at the beginning of the year (Note No.3.8) 955.48 752.89
Total 1,486.42 955.48
Cash and Cash Equivalents as at the end of the year (as per Balance Sheet)(Note No.3.8) 1,486.42 955.48
Notes:
1.The above Statement of Cash Flows has been prepared under the 'Indirect Method' set out in Indian Accounting Standard 7 notified under the Companies (Accounting Standards)
Rules, 2014.
2. Refer Note No. 3.15 - Net Debt Reconciliation
Place : Chennai
Date : May 23, 2022
66
Statement of Changes in Equity

A. Equity Share Capital (Rs. in lakhs)

(1) Current reporting period
Changes in Equity Share Restated balance at the
Balance at the beginning Changes in equity share capital Balance at the end of the
Capital due to prior period beginning of the current
of the current reporting period during the current year current reporting period
errors reporting period
1,413.03 – – – 1,413.03
(2) Previous reporting period
Changes in Equity Share Restated balance at the
Balance at the beginning Changes in equity share capital Balance at the end of the
Capital due to prior period beginning of the previous
of the previous reporting period during the previous year previous reporting period
errors reporting period
1,413.03 – – – 1,413.03
Shares held by the Promoters / Promoter Group at the end of the year
EQUITY SHARE:
S.No. Name No.of Shares % of total shares % Change during the year
1 Mr T T Jagannathan 7,59,298 5.37% 0%
2 Mr T T Raghunathan 38,797 0.27% 0%
3 Mrs Shanthi Ranganathan 58,360 0.41% 0%
4 Dr Latha Jagannathan 29,728 0.21% 0%
5 Mrs Bhanu Raghunathan 56,000 0.40% 0%
6 Mr T T Mukund 14,096 0.10% 0%
7 Mr T T Lakshman 14,096 0.10% 0%
8 Mr T T Venkatesh 14,000 0.10% 0%
9 M/s T T Krishnamachari & Co. represented by its Partners -
95,32,610 67.46% 0%
Mr T T Jagannathan & Mr T T Raghunathan
10 TTK Tantex Limited 8,640 0.06% 0%
11 TTK Prestige Limited 1,440 0.01% 0%
12 Packwell Packaging Products Limited 8,775 0.06% 0%
Total 1,05,35,840 74.56% 0%
B. Other Equity (Rs. in lakhs)

Reserves
Equity In-
Special struments Revaluation
Particulars Capital TOTAL
Capital Securities General Contin- Retained through Reserve
Redemption
Reserve Premium Reserve gency Earnings OCI
Reserve
Reserve
Balance as at March 31, 2020 681.33 50.57 982.49 6,436.23 1,411.77 12,645.18 837.26 441.43 23,486.26
Profit for the year – – – – – 4,644.11 – – 4,644.11
Payment of dividend – – – – – (423.91) – – (423.91)
Other comprehensive income for the year,
– – – – – (126.00) 441.27 – 315.27
net of income tax
Deferred Tax Liability – – – – – – (1.83) – (1.83)
Deferred Tax Asset – – – – – 31.71 – – 31.71
Transferred from Special Contingency
– – – 1,411.77 (1,411.77) – – – –
Reserve
Total comprehensive income for the year – – – 1,411.77 (1,411.77) 4,125.91 439.44 – 4,565.35
67
Statement of Changes in Equity (Contd.)

Balance as at March 31, 2021 681.33 50.57 982.49 7,848.00 0.00 16,771.09 1,276.70 441.43 28,051.61
Profit for the year from Continuing
– – – – – 1,851.02 – – 1,851.02
operations
Profit from Human Pharma operations held
2,307.81 2,307.81
Payment of dividend – – – – – (847.82) – – (847.82)
Other comprehensive income for the year,
– – – – – 16.45 196.86 – 213.31
net of income tax
Deferred Tax Liability – – – – – – (21.68) – (21.68)
Deferred Tax Asset – – – – – (4.14) – – (4.14)
Total comprehensive income for the year – – – – – 3,323.32 175.18 – 3,498.50
Balance as at March 31, 2022 681.33 50.57 982.49 7,848.00 0.00 20,094.41 1,451.88 441.43 31,550.11
There were no changes due to "Change in accounting policy or prior period errors" and we have not restated the balance at the beginning of the current or previous
reporting period.
a. Capital Reserve: Represents the amounts accrued pursuant to the merger of TT Maps & Publications Limited, TTK Biomed Limited & TTK
Medical Devices Limited and also the subsidies received from Central / State Governments.
b. Capital Redemption Reserve: The Company has recognised Capital Redemption Reserve on buyback of Equity Shares from its retained earnings. The
amount in Capital Redemption Reserve is equal to nominal amount of the Equity Shares bought back.
c. Securities Premium: The amount received in excess of face value of the Equity Shares is recognised in Securities Premium.
d. General Reserve: The Company had transferred a portion of the net profit of the Company before declaring dividend to General Reserve pursuant
to the earlier provisions of Companies Act, 1956. Mandatory transfer to General Reserve is not required under the Companies
Act, 2013.
e. Special Contingency Reserve: The Company had created Special Contingency Reserve out of General Reserves as per the approved Scheme of Amalgamation
of the Company with TTK Protective Devices Limited and its Wholly Owned Subsidiary TSL Techno Services Limited with the
Company pursuant to National Company Law Tribunal (NCLT) Order dated 15th December, 2017, with appointed date being
1st April, 2012. This Special Contingency Reserve would be kept for three years and if it is not fully utilised within that period,
the unutilized portion would be transferred to General Reserve at the end of the three year period. Accordingly, the Special
Contingency Reserve had been transferred to General Reserve during the year ended 31st March, 2021.
f. Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to General Reserve, Dividends or
other distributions to Shareholders.
g. Revaluation Reserve: The Company has transferred revaluation surplus on revaluation of its immovable properties and this is not available for
distribution to Shareholders.
Place : Chennai
Date : May 23, 2022
68
Notes forming part of Financial Statements

TTK Healthcare Limited (vi) Amendment of definition of term ‘recoverable amount' in

Ind AS 105, Ind AS 16 and Ind AS 36 from ‘fair value less
Notes forming part of financial statements
cost to sell' to ‘fair value less cost of disposal'.
1. Corporate Information None of these amendments have any material effect on
TTK Healthcare Limited, (The Company), a part of the TTK Group is a the Company's financial statements.
public limited Company domiciled in India and incorporated under the A.1.2. Amendments to the Schedule III of the Companies Act
provisions of Companies Act, 1956 having its registered office at No 6, 2013:
Cathedral Road, Chennai - 600 086, Tamil Nadu, India. The Company's
shares are listed and traded in the Bombay Stock Exchange (BSE) and Ministry of Corporate Affairs (MCA) issued notifications
the National Stock Exchange (NSE) in India. TTK Healthcare has five main dated 24th March, 2021 to amend Schedule III of the
Strategic Business Units namely, Pharmaceuticals, Consumer Products, Companies Act, 2013 to enhance the disclosures required to
Medical Devices, Foods and Protective Devices divisions. be made by the Company in its financial statements. These
amendments are applicable to the Company for the financial
2.A Significant Accounting Policies year starting 1st April, 2021 and applied to the standalone
A.1. Statement of Compliance financial statements:
The financial statements of the Company comply in all material (a) Lease liabilities separately disclosed under the head
aspects with the Indian Accounting Standards (“Ind AS”) issued ‘financial liabilities', duly distinguished as current or non-
under Section 133 of the Companies Act 2013 notified under current.
the Companies (Indian Accounting Standards) Rules 2015 (as (b) Certain additional disclosures in the Statement of
amended) with and other relevant provision of the Act. The Changes in Equity such as changes in equity share
accounting policies as set out below have been applied consistently capital due to prior period errors and restated balances
to all years presented in these financial statements. at the beginning of the current reporting period.
Recent Accounting and Other Pronouncements: (c) Additional disclosure for shareholding of promoters.
A.1.1. New Accounting Standards/Amendments notified and (d) Additional disclosure for ageing schedule of trade
adopted by the Company: receivables, trade payables, capital work-in-progress.
(i) Ind AS 107 Financial Instruments: Disclosures – (e) Specific disclosure such as compliance with approved
Additional disclosures relating to interest rate benchmark schemes of arrangements, compliance with number of
reform (IBOR reform) including nature and extent of risks layers of companies, title deeds of immovable property
to which the entity is exposed due to financial instruments not held in the name of the Company, loans and advances
subject to interest rate benchmark reform and how the to promoters, directors, key managerial personnel (KMP)
Company manages those risks; the Company's progress and related parties etc.
in completing the transition to alternative benchmark (f) Additional disclosures relating to Corporate Social
rates and how the Company is managing the transition. Responsibility (CSR) and undisclosed income.
(ii) Ind AS 109 Financial Instruments – Guidance provided on The amendments are extensive, and the Company has
accounting for modifications of contracts resulting from given effect to them as required by the law in the current
changes in the basis for determining the contractual cash financial statements to the extent applicable.
flows as a result of the IBOR reform; various exceptions A.1.3. New Standards/Amendments notified but not yet
and relaxations have been provided in relation to the effective:
hedge accounting.
The following Accounting Standards have been modified on
(iii) Ind AS 116 Leases – Extension of optional practical miscellaneous issues with effect from 1st April 2022. Such
expedient in case of rent concessions as a direct changes include clarification/guidance on:
consequence of CoVID-19 pandemic till 30th June, 2022
and guidance on accounting for modification of lease (i) Ind AS 103 Business Combination – Identified assets
contracts resulting from the IBOR reform. acquired and liabilities assumed (including contingent
assets and contingent liabilities) must meet the
(iv) Ind AS 102 Share based payments – Alignment of definitions of assets and liabilities in the Conceptual
liabilities definition with the Conceptual Framework for Framework for Financial Reporting under Ind AS
Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of
(Conceptual Framework) issued by the Institute of Chartered Accountants of India (ICAI).
Chartered Accountants of India.
(ii) Ind AS 109 Financial Instruments – Guidance provided
(v) Ind AS 103 Business Combination – Alignment of on identifying substantial modification of the terms of an
assets and liabilities definition with the Framework for existing financial liability basis difference in discounted
Preparation and Presentation of Financial Statements present value of the cash flows between old and new
with Indian Accounting Standards terms (the ‘10 percent' test).
69
Notes forming part of Financial Statements (Contd.)

(iii) Ind AS 16 Property, Plant and Equipment (PPE) – In addition, for financial reporting purposes, fair value
Clarification provided on accounting for excess of measurements are categorised into Level 1, 2, or 3 based on
net sale proceeds of items produced over the cost of the degree to which the inputs to the fair value measurements
testing as deduction from the directly attributable costs are observable and the significance of the inputs to the fair
considered as part of cost of an item of PPE. value measurement in its entirety, which are described as
(iv) Ind AS 37 Provisions, Contingent Liabilities and follows:
Contingent Assets – Illustrative guidance provided on (i) Level 1 inputs are quoted prices (unadjusted) in active
the cost of fulfilling a contract - incremental costs of markets for identical assets or liabilities that the entity can
fulfilling the contract and allocation of other costs that access at the measurement date;
relate directly to fulfilling contracts, and clarification (ii) Level 2 inputs are inputs, other than quoted prices included
provided on recognizing impairment loss that has within Level 1, that are observable for the asset or liability,
occurred on assets used in fulfilling the contract before either directly or indirectly; and
a separate provision for onerous contract established.
(iii) Level 3 inputs are unobservable inputs for the asset or
None of these amendments is expected to have any material liability.
impact on the financial statements of the Company.
For assets and liabilities that are recognised in the financial
A.2. Basis of Preparation and presentation statements on a recurring basis, the Company determines
The Financial statements have been prepared on historical cost whether transfers have occurred between levels in the
convention on accrual basis of accounting except for certain financial hierarchy by reassessing categorization (based on the lowest
instruments and deferred benefit plans that are measured at fair level input that is significant to the fair value measurement as a
value. GAAP comprises of Indian Accounting Standards as specified whole) at the end of each reporting period.
in section 133 of the Act read together with Rule 3 of Companies At each reporting date, the Company analyses the movements
(Indian Accounting Standard) Rules 2015 as amended from time in the values of assets and liabilities which are required to
to time, to the extent applicable, pronouncements of regulatory be re-measured or re-assessed in line with the Company's
bodies applicable to the Company and other provisions of the Act. accounting policies. For this analysis, the Company verifies
Accounting Policies have been consistently applied except where a the major inputs applied in the latest valuation by agreeing the
newly issued accounting standard is initially adopted or revision to
information in the valuation computation to contracts and other
existing accounting standards requires a change in the accounting
relevant documents.
policy hitherto in use. Management evaluates all recently issued or
revised Accounting Standards on an on-going basis. For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of the
A.3. Operating Cycle
nature, characteristics and risks of the asset or liability and the
Based on the nature of products / activities of the Company and level of the fair value hierarchy as explained above.
the normal time between acquisition of assets and their realisation
in cash or cash equivalents, the Company has determined its (b) Foreign Currency Transactions
operating cycle as 12 months for the purpose of classification of its In preparing the financial statements of the Company,
assets and liabilities as current and non - current. transactions in currencies other than the entity's functional
A.4. Functional and Presentation Currency currency (foreign currencies) are recognised at the rates of
exchange prevailing at the dates of the transactions. At the
The functional currency of the Company is Indian Rupees which
end of each reporting period, monetary items denominated
represents the currency of the primary economic environment in
in foreign currencies are retranslated at the rates prevailing
which it operates.
at that date. Non-monetary items carried at fair value that are
The Financial Statements are presented in Indian Rupees Lakhs, denominated in foreign currencies are retranslated at the rates
and all values are rounded off to the nearest two decimals except prevailing at the date when the fair value was determined.
when otherwise stated. Non-monetary items that are measured in terms of historical
A.5. Summary of Significant Accounting policiesa.) cost in a foreign currency are not retranslated.
(a) Fair value measurement Exchange differences on monetary items are recognized in the
Fair value is the price that would be received to sell an asset Statement of Profit and Loss in the period in which they arise.
or paid to transfer a liability in an orderly transaction between
(c) Revenue recognition
market participants at the measurement date, regardless of
whether that price is directly observable or estimated using Revenue is measured at the fair value of the Consideration
another valuation technique. In estimating the fair value of received or receivable. Amounts disclosed as revenue are
an asset or a liability, the Company takes into account the inclusive of Excise Duty and net of returns, trade allowances,
characteristics of the asset or liability if market participants rebates, volume discounts, Value Added Tax and Goods
would take those characteristics into account when pricing the and Service Tax (GST). Accumulated experience is used to
asset or liability at the measurement date. estimate and provide for the sales returns.
70

• Sale of Goods (e) Taxation

Revenue is recognized upon transfer of control of Income tax expense comprises current tax expense and the
promised goods to customers in an amount that reflects net change in the deferred tax asset or liability during the year.
the consideration expected to be received in exchange Current and deferred tax are recognized in Statement of profit
for those goods. The arrangements with the customers or loss, except when they relate to items that are recognized
generally creates a single performance obligation which is in other comprehensive income or directly in equity, in which
satisfied at a point of time when the obligation is discharged case, the current and deferred tax are also recognized in other
i.e. on sale of goods. comprehensive income or directly in equity, respectively.
Revenue is measured at the fair value of the consideration • Current tax
received or receivable, taking into account contractually Current Tax expenses are accounted in the same period
defined terms of payment and excluding taxes and duties. to which the revenue and expenses relate. Provision for
Expected defective stock returns, volume based discounts, current income tax is made for the tax liability payable
turnover based discounts and other pricing incentives are on taxable income after considering tax allowances,
accounted as reduction of revenue basis the estimate of deductions and exemptions determined in accordance with
customers' future purchases / customers' future sales to the applicable tax rates and the prevailing tax laws.
downstream customers in the value-chain. Any changes Current tax assets and current tax liabilities are offset when
in the estimated amount of obligations for discounts / there is a legally enforceable right to set off the recognised
incentives are recognized prospectively in the period in amounts and there is an intention to settle the asset and
which the change occurs. the liability on a net basis.
“Refund Liabilities” in the case of expected defective stock • Deferred tax
returns are recognized under other financial liabilities in Deferred Tax is recognized on temporary differences
Balance Sheet at sale value. between the carrying amounts of assets and a liability in
• Dividend Income the financial statements and the corresponding tax base
Dividend income from investments is recognized when the used in the computation of taxable profit and is accounted
Company's right to receive payment has been established for using the balance sheet method. Deferred tax liabilities
(provided that it is probable that the economic benefits will are generally recognized for all taxable temporary
differences. Deferred tax assets are generally recognized
flow to the Company and the amount of income can be
for all deductible temporary differences to the extent that
measured reliably).
it is probable that taxable profits will be available against
• Interest Income which those deductible temporary differences can be
Interest income from a financial asset is recognised when utilized.
it is probable that the economic benefits will flow to the The carrying amount of deferred tax assets is reviewed at
Company and the amount of income can be measured the end of each reporting period and reduced to the extent
reliably. Interest income is accrued on a time basis, by that is no longer probable that sufficient taxable profits will
reference to the principal outstanding and at the effective be available to allow all or part of the asset to be recovered.
interest rate applicable, which is the rate that exactly Deferred tax liabilities and assets are measured at the tax
discounts estimated future cash receipts through the rates that are expected to apply in the period in which the
expected life of the financial asset to that asset's net liability is settled or the asset realized, based on tax rates
carrying amount on initial recognition (and tax laws) that have been enacted or substantively
(d) Borrowing costs enacted by the end of the reporting period.
Borrowing costs directly attributable to the acquisition, Minimum Alternative Tax (“MAT”) credit is recognized as
construction or production of qualifying assets, which are an asset only when and to the extent there is convincing
assets that necessarily take a substantial period of time to get evidence that the Company will pay normal income tax
ready for their intended use or sale, are added to the cost of during the specified period. Such asset is reviewed at each
those assets, until such time as the assets are substantially Balance Sheet date and the carrying amount of the MAT
ready for their intended use or sale. Interest income earned credit asset is written down to the extent there is no longer
on the temporary investment of specific borrowings pending a convincing evidence to the effect that the Company will
their expenditure on qualifying assets is deducted from the pay normal income tax during the specified period.
borrowing costs eligible for capitalisation. (f) Property plant and equipment
Borrowing costs that are not directly attributable to a qualifying Property Plant and Equipment is stated at cost net of
asset are recognised in the Statement of Profit or Loss using accumulated depreciation and accumulated impairment loss
the effective interest method. All other borrowing costs are if any
recognised in profit or loss in the period in which they are Freehold land is measured at cost and is not depreciated.
incurred. Cost comprises the purchase price and any attributable cost of
71

bringing the asset for its intended use. It includes expenditure Any gain or loss arising from such disposal, retirement or
that is directly attributable to the acquisition of the items. de-recognition of an item of property, plant and equipment
Borrowing costs for acquisition of fixed assets are capitalized is measured as the difference between the net disposal
till such assets are ready to be put to use. proceeds and the carrying amount of the item. Such gain
Subsequent costs are included in the asset's carrying amount or loss is recognized in the statement of profit and loss.
or recognized as a separate asset, as appropriate, only when In case of de-recognition of a revalued asset, the
it is probable that future economic benefits associated with corresponding portion of the revaluation surplus as is
the item will flow to the Company and the cost of the item can attributable to that asset is transferred to retained earnings
be measured reliably. All other repairs and maintenance are on such de-recognition. Such transfers to retained earnings
charged to profit or loss during the reporting period in which are made through Other Comprehensive Income and not
they are incurred. routed through profit or loss.
The Company capitalizes the import duty waived in respect of (g) Intangible assets
capital equipment imported under the Export Promotion Capital Intangible assets with finite useful lives that are acquired
Goods Scheme (EPCG). separately are carried at cost less accumulated amortisation
The import duty waived on capital assets which are purchased and accumulated impairment losses. Amortisation is
under the EPCG schemes and which are capitalized are recognised on a straight-line basis over their estimated useful
recorded as deferred revenue and recognized in Statement of lives. The estimated useful life and amortisation method are
Profit and Loss on a systematic basis over the periods in which reviewed at the end of each reporting period, with the effect of
the related performance obligations are fulfilled. any changes in estimate being accounted for on a prospective
Improvements to Leasehold premises are amortized over the basis. Intangible assets with indefinite useful lives that are
remaining primary lease period. acquired separately are carried at cost less accumulated
impairment losses.
For transition to Ind AS, the Company had elected to continue
with carrying value of all of its tangible assets recognized as Class of Asset Estimated Useful Life
of April 1, 2016 (transition date) measured as per the previous Software and Licences 6 years
GAAP and use that carrying value as its deemed cost as of the An intangible asset is derecognized on disposal, or when no
transition date. future economic benefits are expected from use of disposal.
PPE which are not ready for intended use as on the date of Gains or losses arising from derecognition of an intangible
Balance Sheet are disclosed as “Capital Work in Progress”. asset, measured as the difference between the net disposal
The Company follows the useful lives set out under Schedule proceeds and the carrying amount of the asset, are recognized
II of the Companies Act, 2013 for the purpose of determining in the Statement of Profit and Loss when the asset is
the useful lives of respective blocks of property plant and derecognized.
equipment. For transition to Ind AS, the Company had elected to continue
Depreciation is calculated on pro rata basis on straight-line with carrying value of all of its intangible assets recognized as
method based on estimated useful life prescribed under of April 1, 2016 (transition date) measured as per the previous
Schedule II of the Companies Act, 2013. Freehold land is not GAAP and use that carrying value as its deemed cost as of the
depreciated. transition date
The useful life of major components of Property, Plant and (h) Impairment of Property plant and equipment and intan-
Equipment is as follows: gible assets
Class of Asset Estimated Useful Life The carrying values of assets/cash generating units are
assessed for impairment at the end of every reporting period.
Buildings 30 years
If the carrying amount of an asset exceeds the estimated
Plant & Equipments 15 years
recoverable amount, an impairment is recognized as expense
Air Conditioners, Furniture & 10 years
in the statement of profit and loss. The recoverable amount is
Fixtures & Lab Equipments
the higher of the fair value less costs of disposal and its value
Dyes 8.84 years
in use. Value in use is arrived at by discounting the estimated
Vehicles 8 years future cash flows to their present value based on an appropriate
Computer 3 years present value factor.
Office equipments 5 years
An impairment loss recognized in prior periods for an asset
Right to Use Assets Based on Lease period
other than goodwill is reversed if, and only if, there has been
• De-recognition of assets a change in the estimates used to determine the asset's
An item of property, plant and equipment is derecognized recoverable amount since the last impairment loss was
upon disposal or when no future economic benefits are recognized. In that case, the carrying amount of the asset
expected to arise from the continuous use of the asset. is increased to its recoverable amount. A reversal of an
72

impairment loss is recognized immediately in Statement of is done as per the projected unit credit method as at the
Profit and Loss. reporting date.
(i) Inventories • Short term employee benefits
Inventories are valued at the lower of cost and net realisable A liability is recognized for benefits accruing to employees
value. Costs of inventories are determined on a weighted in respect of salaries, wages, performance incentives,
average cost basis. medical benefits and other short term benefits in the period
Cost of raw materials and traded goods comprises cost of the related services are rendered, at the undiscounted
purchase. amount of benefits expected to be paid In exchange for
that service.
Cost of finished goods and WIP includes all costs of purchases,
conversion costs and other costs incurred in bringing the (k) Financial instruments
inventories to the present location and condition including Financial assets
an appropriate proportion of variable and fixed overhead • Classification.
expenditures. The Company classifies financial assets as subsequently
Net Realisable value is the estimated selling price in the ordinary measured at amortised cost, fair value through other
course of business less the estimated cost of completion and comprehensive income or fair value through profit or loss on
estimated costs necessary to make the sale. the basis of its business model for managing the financial
(j) Employee benefits assets and the contractual cash flow characteristics of the
Employee benefits include salaries, wages, provident financial asset.
fund, Employee state insurance, Superannuation gratuity, • Initial Recognition and measurement
leave encashment towards un-availed leave, compensated All financial assets (not measured subsequently at fair
absences, sick leave and other terminal benefits. value through profit or loss) are recognised initially at
• Defined contribution plan fair value plus transaction costs that are attributable to
The Company's contribution to provident fund, the acquisition of the financial asset. Purchases or sales
Superannuation fund and employee state insurance of financial assets that require delivery of assets within a
are considered as defined contribution plan and are time frame established by regulation or convention in the
recognized as and when the employees have rendered market place (regular way trades) are recognised on the
services entitling them to contributions under relevant trade date, i.e., the date that the Company commits to
statute / scheme and charged to Statement of Profit and purchase or sell the asset.
Loss during the period of incurrence. • De-recognition of financial assets
• Defined benefit plan The Company derecognises a financial asset when the
The Company has an obligation towards gratuity, a defined contractual rights to the cash flows from the asset expire,
benefit retirement plan covering eligible employees through or when it transfers the financial asset and substantially all
Group Gratuity Scheme of Life Insurance Corporation the risks and rewards of ownership of the asset to another
of India. The Company accounts for the liability for the party.
gratuity benefits payable in future based on an actuarial On derecognition of a financial asset in its entirety
valuation carried out by an independent Actuary using (except for equity instruments designated as FVTOCI),
Projected Unit Credit Method considering discounting rate the difference between the asset's carrying amount and
relevant to Government Securities at the Balance Sheet the sum of the consideration received and receivable is
Date. recognised in the Statement of Profit and Loss.
Defined benefit costs in the nature of current and past • Investments in equity instruments at FVTOCI
service cost and net interest expense or income are On initial recognition, the Company can make an
recognized in the statement of profit and loss in the period irrevocable election (on an instrument-by-instrument basis)
in which they occur. Re-measurement comprising actuarial to present the subsequent changes in fair value in other
gains and losses are reflected immediately in the balance comprehensive income pertaining to investments in equity
sheet with a charge or credit recognized in the Other instruments. This election is not permitted if the equity
Comprehensive Income in the period in which they occur. investment is held for trading. These elected investments
Re-measurement recognized in other comprehensive are initially measured at fair value plus transaction costs.
income is reflected immediately in retained earnings and Subsequently, they are measured at fair value with gains
is not reclassified to profit or loss. and losses arising from changes in fair value recognized
• Long term employee benefits in other comprehensive income and accumulated
Provision for Compensated Absences and its classification in the ‘Reserve for equity instruments through other
between current and non-current liabilities are based on comprehensive income'. The cumulative gain or loss is not
independent actuarial valuation. The actuarial valuation reclassified to profit or loss on disposal of the investments.
73

• Investments in Debt Instruments at FVTPL This category generally applies to interest-bearing loans
On initial recognition, Company classifies its investments and borrowings. A financial liability is derecognized when
in debt instruments as measured subsequently at fair value the obligation under the liability is discharged or cancelled
through Profit and Loss, based on its business model for or expires.
managing the financial assets and the contractual item of (l) Provisions, contingent liabilities and contingent assets
the cash flows. Provisions are recognized when the Company has a present
Subsequent measurement of debt instruments depends obligation (legal or constructive) as a result of past event, and
on the Company's business model for managing the asset it is probable that the Company will be required to settle the
and the cash flow characteristic of the asset. obligation, in respect of which ,a reliable estimate can be made.
• Impairment of financial assets If the effect of the time value of money is material, provisions
The Company applies the expected credit loss model for are discounted to reflect its present value using a current pre-
recognizing impairment loss on financial assets measured tax rate that reflects the current market assessments of the
at amortised cost, trade receivables and other contractual time value of money and the risks specific to the obligation.
rights to receive cash or other financial asset. When discounting is used, the increase in the provision due to
The Company measures the loss allowance for a financial the passage of time is recognized as a finance cost.
instrument at an amount equal to the lifetime expected Contingent liabilities are disclosed when there is a possible
credit losses if the credit risk on that financial instrument obligation arising from past events, the existence of which
has increased significantly since initial recognition. If the will be confirmed only by the occurrence or non-occurrence
credit risk on a financial instrument has not increased of one or more uncertain future events not wholly within the
significantly since initial recognition, the Company control of the Company or a present obligation that arises from
measures the loss allowance for that financial instrument past events where it is either not probable that an outflow of
at an amount equal to 12-month expected credit losses. resources will be required to settle the obligation or a reliable
For trade receivables or any contractual right to receive cash estimate of the amount cannot be made.
or another financial asset that results from transactions that Contingent assets are disclosed in the Financial Statements by
are within the scope of Ind AS 115, the Company follows way of notes to accounts when an inflow of economic benefits
‘simplified approach' and measures the loss allowance at is probable.
an amount equal to lifetime expected credit losses. This
(m) Assets taken on lease
impairment allowance is computed based on historical
credit loss experience and management assessment. Company as lessee
Financial liabilities and equity instruments On inception of a contract, the Company assesses whether
• Classification as debt or equity it contains a lease. A contract is, or contains a lease when it
Debt and equity instruments issued by the Company conveys the right to control the use of an identified asset for a
are classified as either financial liabilities or as equity period of time in exchange for consideration. To assess whether
in accordance with the substance of the contractual a contract conveys the right to control the use of an identified
arrangements and the definitions of a financial liability and asset, the Company assesses whether: (i) the contract involves
an equity instrument. the use of an identified asset (ii) the Company has substantially
• Equity instruments all of the economic benefits from use of the asset through the
An equity instrument is any contract that evidences a period of the lease and (iii) the Company has the right to direct
residual interest in the assets of an entity after deducting the use of the asset.
all of its liabilities. Equity instruments issued by the At the date of commencement of the lease, the Company
Company are recognised at the proceeds received, net of recognizes a right-of-use asset (“ROU”) and a corresponding
direct issue costs. lease liability for all lease arrangements in which it is a lessee,
• Financial Liabilities except for leases with a term of twelve months or less (short-
All financial liabilities are recognized initially at fair term leases) and low value leases. For these short-term and
value. After initial recognition, interest-bearing loans and low value leases, the Company recognises the lease payments
borrowings are subsequently measured at amortised cost as an operating expense on a straight-line basis over the term
using the Effective Interest Rate (EIR) method. Gains and of the lease.
losses are recognized in the Statement of Profit and Loss Lease contracts may contain both lease and non-lease
when the liabilities are derecognised. components. The Company allocates payments in the contract
Amortised cost is calculated by taking into account any to the lease and non-lease components based on their relative
discount or premium on acquisition and fees or costs that stand-alone prices and applies the lease accounting model
are an integral part of the EIR. The EIR amortisation is only to lease components.
included as finance costs in the Statement of Profit and
The right-of-use assets are initially recognised at cost, which
Loss.
comprises the initial amount of the lease liability adjusted for
74

initial direct costs incurred, lease payments made at or before The Company as a lessor
the commencement date, any asset restoration obligation, and Leases for which the Company is a lessor is classified as a
less any lease incentives received. They are subsequently finance or operating lease. Whenever the terms of the lease
measured at cost less accumulated depreciation and transfer substantially all the risks and rewards of ownership
impairment losses. Right-of-use assets are also adjusted for to the lessee, the contract is classified as a finance lease. All
any re-measurement of lease liabilities. Unless the Company is other leases are classified as operating leases.
reasonably certain to obtain ownership of the leased assets or When the Company is an intermediate lessor, it accounts for
renewal of the leases at the end of the lease term, recognised its interests in the head lease and the sublease separately.
right-of-use assets are depreciated to a residual value over the The sublease is classified as a finance or operating lease by
shorter of their estimated useful life or lease term. reference to the right-of-use asset arising from the head lease.
The lease liability is initially measured at the present value of For operating leases, rental income is recognized on a straight
the lease payments to be made over the lease term. The lease line basis over the term of the relevant lease.
payments include fixed payments (including ‘in-substance
(n) Earnings per Share
fixed' payments) and variable lease payments that depend on
Basic earnings per share are computed by dividing the net profit
an index or a rate, less any lease incentives receivable. ‘In-
after tax attributable to equity shareholders of the Company by
substance fixed' payments are payments that may, in form,
the weighted average number of Equity Shares outstanding
contain variability but that, in substance, are unavoidable.
during the period. Diluted earnings per share is computed by
In calculating the present value of lease payments, the
dividing the profit after tax by the weighted average number
Company uses its incremental borrowing rate at the lease of Equity Shares considered for deriving basic earnings per
commencement date if the interest rate implicit in the lease is share and the weighted average number of Equity Shares that
not readily determinable. could have been issued upon conversion of all dilutive potential
The lease term includes periods subject to extension options Equity Shares.
which the Company is reasonably certain to exercise and (o) Segment Reporting
excludes the effect of early termination options where the
Segments have been identified in line with the Indian Accounting
Company is not reasonably certain that it will exercise the Standard on Segment Reporting (INDAS-108) considering the
option. Minimum lease payments include the cost of a purchase organization structure and the differential risks and returns of
option if the Company is reasonably certain it will purchase the these segments.
underlying asset after the lease term.
Details of products included in each of the segments are as
Lease liabilities are re-measured with a corresponding below:
adjustment to the related right-of-use asset if the Company
• Animal Welfare (earlier included in Pharmaceuticals
changes its assessment if whether it will exercise an extension
Segment) include products for Veterinary use.
or a termination option and any lease modification.
• Consumer Products comprise marketing and distribution
Variable lease payments that do not depend on an index or a
of Woodward's Gripewater, EVA Range of Cosmetics,
rate are recognised as an expense in the period over which the
Good Home Range of Scrubbers, Air Fresheners, etc.
event or condition that triggers the payment occurs. In respect
(OwnBrands).
of variable leases which guarantee a minimum amount of rent
over the lease term, the guaranteed amount is considered to • Medical Devices include Artificial Heart Valves, Orthopedic
be an ‘in-substance fixed' lease payment and included in the Implants, etc.
initial calculation of the lease liability. Payments which are ‘in- • Foods comprise manufacturing and marketing of Food
substance fixed' are charged against the lease liability. Products.
Lease liability and ROU asset have been separately presented • Protective Devices – Manufacturing and Marketing of
in the Balance Sheet and lease payments are presented as Condoms.
follows in the Company's statement of cash flows: • Others include Printing and Publishing of Maps and
• short-term lease payments, payments for leases of low- Atlases.
value assets and variable lease payments that are not • Human Pharma (earlier included in Pharmaceutical
included in the measurement of the lease liabilities are Segment) include products for Human use.
presented within cash flows from operating activities; The accounting policies adopted for segment reporting are
• payments for the interest element of recognised lease in line with the accounting policies of the Company. The
liabilities are included in ‘interest paid' within cash flows segment-wise revenue, results and capital employed figures
from financing activities; and relate to respective amounts directly identifiable to each of the
• payments for the principal element of recognised lease segments. The unallocable expenditure includes expenses
liabilities are presented within cash flows from financing incurred on common services at the corporate level and also
activities those expenses not identifiable to any specific segment.
75

(p) Cash and Cash equivalents a sale transaction rather than through continuing use. This
Cash comprises cash on hand and demand deposits with banks. condition is regarded as met only when the asset or disposal
Cash equivalents are short-term balances (with an original Group is available for immediate sale in its present condition
maturity of three months or less from the date of acquisition), subject only to terms that are usual and customary for sale of
highly liquid investments that are readily convertible into known such asset or disposal Group and its sale is highly probable.
amounts of cash and which are subject to insignificant risk of Management must be committed to the sale, which should be
changes in value. expected to qualify for recognition as a completed sale within
Cash flows are reported using the indirect method, whereby one year from the date of classification. As at each balance
profit/ (loss) before tax is adjusted for the effects of transactions sheet date, the management reviews the appropriateness of
of no cash nature and any deferrals or accruals of past or future such classification.
cash receipts or payments. Cash flow for the year is classified Non-current assets or disposal group classified as held for
by operating, investing and financing activities. sale are measured at the lower of their carrying amount and
(q) Share Capital fair value less costs to sell. Property, plant and equipment and
Ordinary shares are classified as equity. Incremental Costs intangible assets once classified as held for sale/distribution to
directly attributable to the issue of share options are recognized owners are not depreciated or amortised.
as deduction from equity, net of any tax effects. Such Issue A disposal Group qualifies as discontinued operation if it is a
expenses are set off against reserves. component of an entity that either has been disposed of, or is
(r) Government grants classified as held for sale, and:
Government grants are recognised in the period to which they yy represents a separate major line of business or geographical
relate when there is reasonable assurance that the grant will be area of operations,
received and that the Company will comply with the attached yy is part of a single co-ordinated plan to dispose of a separate
conditions. Government grants are recognised in the Statement major line of business or geographical area of operations
of Profit and Loss on a systematic basis over the periods in
Discontinued operations are excluded from the results of
which the Company recognises as expenses the related costs
continuing operations and are presented as a single amount
for which the grants are intended to compensate.
as profit or loss after tax from discontinued operations in the
Government grants in the form of import duty waivers for consolidated Ind AS statement of profit and loss.
capital assets purchased under Export Promotion Capital
2.B Significant accounting judgements, estimates and assumptions
Goods (EPCG) schemes are recorded as deferred revenue
and recognized in Statement of Profit and Loss on a systematic The key assumptions concerning the future and other key sources of
basis over the periods in which the related performance estimation uncertainty at the reporting date, that have a significant risk
obligations are fulfilled. of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. Existing
(s) Dividends
circumstances and assumptions about future developments may change
Final dividends on shares are recorded as a liability on the
due to market changes or circumstances arising that are beyond the
date of approval by the shareholders and interim dividends
control of the Company. Such changes are reflected in the assumptions
are recorded as a liability on the date of declaration by the
when they occur
Company's Board of Directors.
(t) Exceptional items. a. Defined benefit obligations (gratuity and long term
compensated absences)
The Company discloses financial information both including and
excluding exceptional items. The presentation of information The cost of the defined benefit gratuity plan/Long term Compensated
excluding exceptional items allows a better understanding of absences and the present value of the gratuity obligation/Long term
the underlying operating performance of the Company and compensated absences are determined using actuarial valuations.
provides consistency with the Company's internal management An actuarial valuation involves making various assumptions that
reporting. Exceptional items are identified by virtue of either may differ from actual developments in the future. These include
their size or nature so as to facilitate comparison with prior the determination of the discount rate, future salary increases and
periods and to assess underlying trends in the financial mortality rates. Due to the complexities involved in the valuation and
performance of the Company. Exceptional items can include, its long-term nature, a defined benefit obligation is highly sensitive
but are no restricted to, gains and losses on the disposal of to changes in these assumptions. All assumptions are reviewed at
assets/investments, gains and losses arising out of business each reporting date. Information about the various estimates and
mergers, impairment charges, and exchange gain/(loss) on assumptions made in determining the present value of defined
long term borrowings / assets . benefit obligations are disclosed in Note No- 5.4
(u) IND AS 105 - Non Current Assets (or Disposal Group) b. Income Taxes – The calculations of income taxes required
Classified as Held For Sale judgement in interpreting tax rules and regulations. Management
Non-current assets or disposal group are classified as held for judgment is used to determine the amounts of deferred tax assets
sale if their carrying amount will be recovered principally through and liabilities and future tax liabilities to be recognized.
76

c. Recognition of deferred tax – The Company estimates the downline, and the existing information system catering to this
possible utilization of unabsorbed losses while recognizing deferred requirement.
tax asset considering the future business plan and economic The costs of these activities are generally recognized at the time
environment. the related revenue is recorded, which normally precedes their
d. Useful lives of property, plant and equipment and intangible actual discharge. The recognition of these costs therefore requires
assets – The Company has estimated useful life of each class management judgment regarding the volume of promotional offers
of assets based on the nature of assets, the estimated usage that will be redeemed by the customer. These estimates are made
of the asset, the operating condition of the asset, past history of using various techniques including historical data on performance
replacement, anticipated technological changes, etc. The Company of similar promotional programs. Differences between estimated
reviews the carrying amount of property, plant and equipment expense and actual redemptions are normally immaterial and
and Intangible assets at the end of each reporting period. This recognized as a change in management estimate in a subsequent
reassessment may result in change in depreciation expense in period.
future periods. h. Leases: Ind AS 116 requires lessees to determine the lease term
e. Impairment testing - Property, plant and equipment and Intangible as the non-cancellable period of a lease adjusted with any option to
assets are tested for impairment when events occur or changes extend or terminate the lease, if the use of such option is reasonably
in circumstances indicate that the recoverable amount of the cash certain. The Company makes an assessment on the expected lease
generating unit is less than its carrying value. The recoverable term on a lease-by-lease basis and there by assesses whether
amount of cash generating units is higher of fair value less costs it is reasonably certain that any options to extend or terminate
of disposal and its value-in-use. The calculation involves use of the contract will be exercised. In evaluating the lease term, the
significant estimates and assumptions which includes turnover and Company considers factors such as any significant leasehold
earnings multiples, growth rates and net margins used to calculate improvements undertaken over the lease term, costs relating to
projected future cash flows, risk-adjusted discount rate, future the termination of the lease and the importance of the underlying
economic and market conditions. asset to Company's operations taking into account the location of
f. Litigation: From time to time, the Company is subject to legal the underlying asset and the availability of suitable alternatives. The
proceedings the ultimate outcome of each being always subject to lease term in future periods is reassessed to ensure that the lease
many uncertainties inherent in litigation. A provision for litigation is term reflects the current economic circumstances.
made when it is considered probable that a payment will be made, The discount rate is generally based on the incremental borrowing
and the amount of the loss can be reasonably estimated. Significant rate specific to the lease being evaluated or for a portfolio of leases
judgement is made when evaluating, among other factors, the with similar characteristics.
probability of unfavorable outcome and the ability to make a i. Estimation of uncertainties relating to the global health
reasonable estimate of the amount of potential loss. Litigation pandemic from CoVID-19: The Company has considered the
provisions are reviewed at each accounting period and revisions possible effects that may result from the pandemic relating to
made for the changes in facts and circumstances. CoVID-19 on the carrying amounts of inventory, receivables,
g. Promotional Expenditure (including revenue reductions): The property, plant and equipment, right to use assets, intangible assets
Company conducts promotional activities which include discounts and investments. The Company, as at the date of the approval of
and other pricing allowances, visibility schemes, performance these financial statements, has performed evaluation of available
linked incentives and promotional gifts. Discounts and other pricing information, considered sensitivity on the assumptions used and
allowances given by the Company to consumers include turnover based on current estimates expects the carrying amount of these
based discounts, volume-based discounts and pricing incentives. assets to be recovered. The impact of CoVID-19 on the Company's
These discounts are given to dealers on achievement of sales financial statements may differ from that estimated as at the date
targets in consideration of the redistribution sale made by them. of approval of these financial statements and the Company will
Based on the Company's promotional strategies, the estimate continue to closely monitor any material changes to future economic
applied to derive the incentives on volume purchase is determined condition.
by factoring in the total purchases made by the customers, their
******
77

Note No. 3.1A: Property, Plant and Equipment (Rs. in lakhs)

Summary
As at As at
Particulars
March 31, 2022 March 31, 2021
Carrying amount of
Freehold Assets:
Land 898.77 902.44
Buildings 2,309.33 2,423.29
Plant & Equipments 3,504.29 3,902.95
Furniture & Fixtures 58.60 69.37
Vehicles 54.69 59.10
Office Equipments 27.17 35.50
Computers 69.28 64.43
Total - Freehold Assets 6,922.13 7,457.08
Capital Work-in-progress 18.67 44.50
Total Tangible assets 6,940.80 7,501.58
(Rs. in lakhs)
Description Freehold Assets
Plant & Furniture & Office
Carrying amount of Land Buildings Vehicles Computers Total
Equipments Fixtures Equipments
Cost or deemed cost
Balance at March 31, 2020 902.44 3,107.11 8,758.83 212.16 163.39 174.95 193.59 13,512.47
Additions – 4.00 105.56 4.25 – 2.27 34.43 150.51
Deletions – – 14.22 – 9.49 2.49 1.62 27.82
Transfer from Capital Work-in-progress – – 867.38 – – – – 867.38
Balance at March 31, 2021 902.44 3,111.11 9,717.55 216.41 153.90 174.73 226.40 14,502.54
Additions – 28.43 254.07 3.76 15.55 2.98 44.13 348.92
Deletions 3.67 – 95.68 3.43 5.80 10.44 9.38 128.40
Transfer from Capital Work-in-progress – – 368.34 0.40 – 3.58 0.45 372.77
Balance at March 31, 2022 898.77 3,139.54 10,244.28 217.14 163.65 170.85 261.60 15,095.83
Accumulated depreciation and impairment
Balance at March 31, 2020 – 543.50 4,770.07 128.19 78.08 119.27 126.16 5,765.27
Depreciation for the year – 144.32 1,055.03 18.85 22.69 22.45 37.18 1,300.52
Deletions – – 10.50 – 5.97 2.49 1.37 20.33
Impairment – – – – – – – –
Balance at March 31, 2021 – 687.82 5,814.60 147.04 94.80 139.23 161.97 7,045.46
Depreciation for the year – 142.39 1,018.28 14.92 19.17 14.56 39.09 1,248.41
Deletions – – 92.89 3.42 5.01 10.11 8.74 120.17
Impairment – – – – – – – –
Balance at March 31, 2022 – 830.21 6,739.99 158.54 108.96 143.68 192.32 8,173.70
Net book value
Balance at March 31, 2020 902.44 2,563.61 3,988.76 83.97 85.31 55.68 67.43 7,747.20
Balance at March 31, 2021 902.44 2,423.29 3,902.95 69.37 59.10 35.50 64.43 7,457.08
Balance at March 31, 2022 898.77 2,309.33 3,504.29 58.60 54.69 27.17 69.28 6,922.13
78

Note No. 3.1 B - Right of Use Assets (Rs. in lakhs)

Plant and
Net carrying amount Land Buildings Vehicles Total
Equipment
Gross Block at Cost
At March 31, 2020 884.69 110.46 3.72 285.41 1,284.28
Additions – – – 30.93 30.93
Reversals (less) – – – 23.59 23.59
At March 31, 2021 884.69 110.46 3.72 292.75 1,291.62
Additions – – – 98.89 98.89
Reversals (less) – – 3.72 70.12 73.84
At March 31, 2022 884.69 110.46 – 321.52 1,316.67
Amortizations
At March 31, 2020 39.92 20.96 3.72 126.06 190.66
Charge for the year 9.98 1.62 – 50.66 62.26
Deductions for the year – – – 23.59 23.59
Currency translation and others – – – – –
At March 31, 2021 49.90 22.58 3.72 153.13 229.33
Charge for the year 9.98 1.61 – 52.26 63.85
Deductions for the year – – 3.72 69.28 73.00
At March 31, 2022 59.88 24.19 – 136.11 220.18
Balance as at 31st March 2020 844.77 89.50 – 159.35 1,093.62
Note No.3.1C: Capital Work-in-progress (Rs. in lakhs)

Carrying amount of Plant & Equipment Total
Cost or deemed cost
Balance at March 31, 2020 877.29 877.29
Additions 44.49 44.49
Transfer to P&L (Impairment) 9.90 9.90
Transfer to Property, Plant & Equipments 867.38 867.38
Balance at March 31, 2021 44.50 44.50
Additions 346.94 346.94
Transfer to Property, Plant & Equipments 372.77 372.77
Balance at March 31, 2022 18.67 18.67
Accumulated impairment
Balance at March 31, 2020 – –
Additions – –
Deletions – –
Additions – –
Deletions – –
Net book value
Balance at March 31, 2020 877.29 877.29
Balance at March 31, 2021 44.50 44.50
Balance at March 31, 2022 18.67 18.67
79

As on 31.03.2022 (Rs. in lakhs)

Amount in CWIP for a period of
Capital Work-in-progress (CWIP)
Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 18.67 – – – 18.67
Projects temporarily suspended – – – – –
As on 31.03.2021 (Rs. in lakhs)

Amount in CWIP for a period of
Capital Work-in-progress (CWIP)
Projects in progress 44.50 – – – 44.50
Projects temporarily suspended – – – – –
Note No.3.1D: Other Intangible Assets (Rs. in lakhs)

Carrying amount of Computer Software Total
Cost or deemed cost
Balance at March 31, 2020 84.02 84.02
Additions – –
Transfer from Capital Work-in-progress – –
Balance at March 31, 2021 84.02 84.02
Additions – –
Transfer from Capital Work-in-progress – –
Balance at March 31, 2022 84.02 84.02
Accumulated amortization and impairment
Balance at March 31, 2020 60.32 60.32
Amortization for the year 8.35 8.35
Deletions – –
Balance at March 31, 2021 68.67 68.67
Amortization for the year 6.72 6.72
Deletions – –
Balance at March 31, 2022 75.39 75.39
Net book value
Balance at March 31, 2020 23.70 23.70
Balance at March 31, 2021 15.35 15.35
Balance at March 31, 2022 8.63 8.63
(Rs. in lakhs)
Particulars Computer software Total
Carrying amount of as at March 31, 2022 (Rs. Lakhs) 8.63 8.63
Carrying amount of as at April 01, 2021 (Rs. Lakhs) 15.35 15.35
Estimated useful life (in years) 6 –
Estimated remaining useful life (in years) 2 –
80

Note on title deeds status as on 31st March, 2022

Gross Whether the title deed holder is Property held
Description of the Title deeds held in the Reason for not being held in the name
Carrying value a promoter, director or relative / since which
item of Property name of of the Company
(Rs. in lakhs) employee of promoter / director date
Freehold land at Orient Pharma Private Being held in erstwhile name of the
336.71 No 04-03-1959
Pallavaram Limited Company
London Rubber
Freehold land at Being held in the name of the Company
1.48 Company (India) No 01-04-2012
Pallavaram which got merged with the Company
Limited
22.00 TTK-LIG Limited No 01-04-2012
Puducherry which got merged with the Company
London Rubber
62.85 Company (India) No 01-04-2012
Virudhunagar which got merged with the Company
Limited
265.03 TTK LIG Limited No 01-04-2012
Freehold building at Being held in erstwhile name of the
11.90 TTK Pharma Limited No 10-03-1995
Ahmedabad Company
Hyderabad Company
Kolkata Company
Indore Company
Note on title deeds status as on 31st March 2021

Gross
Whether the title deed holder is Property held
Description of the Carrying Title deeds held in the Reason for not being held in the name
a promoter, director or relative / since which
item of Property value name of of the Company
employee of promoter / director date
(Rs. in lakhs)
Freehold land at Orient Pharma Private Being held in erstwhile name of the
336.71 No 04-03-1959
Pallavaram Limited Company
Freehold land at London Rubber Being held in the name of the Company
1.48 No 01-04-2012
Pallavaram Company (India) Limited which got merged with the Company
Puducherry which got merged with the Company
Freehold land at London Rubber Being held in the name of the Company
62.85 No 01-04-2012
Virudhunagar Company (India) Limited which got merged with the Company
3.67 TTK Biomed Limited No 01-07-1999
Tirunelveli which got merged with the Company
Ahmedabad Company
Hyderabad Company
Kolkata Company
Indore Company
81

Note No.3.2 Investments (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current:
Quoted Investments:
Investment in Equity Instruments - Carried at Fair Value Through OCI
1,77,600 Equity Shares of Re.1/- each of TTK Prestige Limited
1,468.31 1,287.58
(As at 31st March, 2021 17,760 Equity Shares of Rs.10/- each)
1,000 Equity Shares of Rs.5/- each of Apollo Hospitals Enterprise Limited
45.16 29.03
(As at 31st March, 2021 1,000 Equity Shares of Rs.5/- each)
Non-Current Investments Total 1,513.47 1,316.61
Aggregate cost of quoted instruments 13.37 13.37
Aggregate market value of quoted instruments 1,513.47 1,316.61
Note No.3.3 Other Financial Assets - Non-Current (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Unsecured, considered good
Security Deposits 231.37 231.88
231.37 231.88
Note No.3.4 Deferred Tax Assets (Net) (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Deferred Tax Assets:
(Also Ref Note 5.6)
Provision for post retirement benefits and other employee benefits - Compensated Absence 193.03 190.48
Provision for post retirement benefits and other employee benefits - Gratuity 199.28 203.42
Water Charges Provision 31.64 31.64
Stock Returns and Expected Credit Loss 441.63 388.65
Voluntary Retirement Scheme – 45.28
Less: Deferred Tax Liabilities:
Property, Plant and Equipment and Intangible assets 87.08 187.79
Revaluation of Equity Instrument 48.22 26.54
730.28 645.14
Note No.3.5 Other Non-Current Assets (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Capital Advances 11.18 47.98
Deposits with Government Departments 32.67 37.52
43.85 85.50
Note No.3.6 Inventories (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
(a) Raw Materials 1,617.87 1,380.63
(b) Work-in-progress 799.26 730.48
(c) Finished and Semi-finished goods* 5,185.44 4,739.34
(d) Stock-in-trade (in respect of goods acquired for trading) 150.80 54.03
(e) Stores and Spares 139.07 125.91
7,892.44 7,030.39
* include Goods-in-transit - Rs.121.71 lakhs (Previous Year Rs.177.35 lakhs)
The above assets are subject to charge with the banks as security for the loan facilities availed by the Company.
82

Mode of Valuation: Inventories are valued at lower of cost (computed on a weighted average basis) and estimated Net Realisable Value after providing for cost of
obsolescence and other anticipated losses, wherever considered necessary. Finished Goods and Work-in-Progress include cost of conversion and other costs incurred
in bringing the inventories to their present location and condition.
Note No.3.7 Trade Receivables (Rs. in lakhs)
As at As at
Particulars
March 31, 2022 March 31, 2021
Considered good - Secured – –
Considered good - Unsecured
Due from Related Parties (Refer Note No.5.7) – –
Others 5,382.33 6,023.47
Less: Allowance for expected credit loss (24.31) (45.78)
Trade Receivables which have significant increase in Credit Risk – –
Trade Receivables - Credit Impaired 137.45 111.60
Less: Allowance for Credit Impairment (137.45) (111.60)
5,358.02 5,977.69
The above assets are subject to charge with the banks as security for the loan facilities availed by the Company.
Note No.3.7A Age of Receivables
As at 31st March, 2022 (Rs. in lakhs)
Outstanding for following periods from due date of payments
Particulars Within Credit Less than 6 months - More than
1-2 years 2-3 years Total
period 6 months 1 year 3 years
(i) Undisputed Trade receivables - considered good 2,552.95 2,703.31 107.61 26.85 9.74 (18.13) 5,382.33
(ii) Undisputed Trade receivables - considered doubtful – – – – – – –
(iii) Undisputed Trade receivables - credit impaired – – – 20.82 18.35 98.28 137.45
(iv) Disputed trade receivables considered good – – – – – – –
(v) Disputed trade receivables credit impaired – – – – – – –
(vi) Disputed trade receivables credit unimpaired – – – – – – –
Total (A) 2,552.95 2,703.31 107.61 47.67 28.09 80.15 5,519.78
Allowance for expected credit loss 24.31
Allowance for credit impairment 137.45
Total (B) 161.76
Total [(A)-(B)] 5,358.02
As at 31st March, 2021 (Rs. in lakhs)

Outstanding for following periods from due date of payments
Within
Particulars Less than 6 months - More than
Credit 1-2 years 2-3 years Total
6 months 1 year 3 years
period
(i) Undisputed Trade receivables - considered good 2,989.36 2,812.89 75.44 87.72 47.31 10.75 6,023.47
(ii) Undisputed Trade receivables - considered doubtful – – – – – – –
(iii) Undisputed Trade receivables - credit impaired – – – 38.59 52.07 20.94 111.60
(iv) Disputed trade receivables considered good – – – – – – –
(v) Disputed trade receivables credit impaired – – – – – – –
(vi) Disputed trade receivables credit unimpaired – – – – – – –
Total (A) 2,989.36 2,812.89 75.44 126.31 99.38 31.69 6,135.07
Allowance for expected credit loss 45.78
Allowance for credit impairment 111.60
Total (B) 157.38
Total [(A) - (B)] 5,977.69
83

Note No.3.7B Reconciliation of Provision for Credit Impaired Trade Receivables (Rs. in lakhs)
As at As at
Particulars
March 31, 2022 March 31, 2021
Balance at the beginning of the year 157.38 45.78
Less: Amount pertaining to Human Pharma Division held for sale in subsequent year (30.14) –
127.24 45.78
Add: Allowance for bad and doubtful debts during the year 34.52 111.60
Balance at the end of the year 161.76 157.38
Note No.3.8 Cash and Cash Equivalents (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
(a) Balance with banks:
Balance in Current Account 1,477.03 944.02
Bank Deposit with original maturity of 3 months or less than 3 months – –
(b) Cash on hand 9.39 11.46
Total 1,486.42 955.48
Note No.3.9 Bank balance other than Cash and Cash Equivalents (Rs. in lakhs)
As at As at
Particulars
March 31, 2022 March 31, 2021
Other Bank Balances
In Deposit Account held as margin money 2.26 2.26
In Deposit Account held as security against Guarantees – 15.00
In Dividend Warrant Account 49.44 52.19
In Deposit Account with more than 3 months maturity 25,812.64 21,744.20
Total 25,864.34 21,813.65
Note No.3.10 Other Financial Assets - Current (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Lease Deposit
With Related Parties (Refer Note No.5.7) 63.50 63.50
With Others 42.28 52.79
Earnest Money Deposits 119.64 98.67
Interest accrued on Fixed Deposits 515.58 420.98
Security Deposit 5.65 5.65
Total 746.65 641.59
Note No.3.11 Other Current Assets (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Prepaid expenses / Insurance 237.79 246.23
Advance to Suppliers 378.59 296.30
Advance others* 113.57 323.65
Taxes available for set-off 344.62 202.16
Total 1,074.57 1,068.34
* (Refer Note 5.7 for Related Party Transactions)
84

Note No.3.12 Equity Share Capital (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Authorized Share Capital:
2,00,00,000 Equity Shares of Rs.10/- each
2,000.00 2,000.00
(31st March, 2021 - 2,00,00,000 Equity Shares of Rs.10/- each)
Issued, Subscribed and Paid-up Share Capital:
1,41,30,333 Equity Shares of Rs.10/- each
1,413.03 1,413.03
(31st March, 2021 - 1,41,30,333 Equity shares of Rs.10/- each)
Total 1,413.03 1,413.03
Note No.3.12A Movement in respect of Equity Share Capital: (Rs. in lakhs)

As at As at
Particulars March 31, 2022 March 31, 2021
Nos. Amount Nos. Amount
At the beginning of the year 1,41,30,333 1,413.03 1,41,30,333 1,413.03
(+) Issued during the year – – – –
(-) Redeemed during the year – – – –
Outstanding at the end of the year 1,41,30,333 1,413.03 1,41,30,333 1,413.03
Note No.3.12B Rights, Preferences and Restrictions Attached to Shares

Equity Shares: The Company has one class of Equity Shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held.
In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in
proportion to their shareholding. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting, except in case of interim dividend.
Note No.3.12C Details of Shareholders holding more than 5% shares in the Company
As at As at
Nos. % of Holding Nos. % of Holding
(i) T T Krishnamachari & Co. represented by its Partners 95,32,610 67.46 95,32,610 67.46
(ii) MCap India Fund Limited 4,62,264 3.27 9,00,000 6.37
(iii) Mr T T Jagannathan 7,59,298 5.37 7,59,298 5.37
Note No.3.12D Dividend on Equity Shares (Rs. in lakhs)

Particulars 2021-22 2020-21
Final Dividend paid during the year (pertaining to previous year) 847.82 423.91
Note No.3.13 Other Equity (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Capital Reserve 681.33 681.33
Capital Redemption Reserve 50.57 50.57
Security Premium 982.49 982.49
General Reserve 7,848.00 7,848.00
Retained earnings 20,094.41 16,771.09
Equity through OCI 1,451.88 1,276.70
Revaluation Reserve 441.43 441.43
Total 31,550.11 28,051.61
85

Note No.3.14 Financial Liabilities – Lease Liabilities (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Secured - at amortised cost:
Non - Current 133.83 115.77
Current 48.98 38.79
Total 182.81 154.56
Finance Lease is secured by Hypothecation of the leased assets. IRR for the same is 16.20% and these are repayable in equal monthly instalments till December 2026.
Refer Note 5.11
Note No.3.15 Other Financial Liabilities - Current Borrowings (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Secured Short Term borrowings:
Loan Repayable on demand from banks 2,038.44 1,759.82
Total 2,038.44 1,759.82
As at As at
Nature of Security and Term of Repayment for Secured Loans availed from banks March 31, 2022 March 31, 2021
1. Cash Credit facility from Union Bank of India (formerly Corporation Bank) - Secured by hypothecation of
1,404.40 1,165.69
stocks, book debts. Repayable on demand at 7.7% interest.
2. Cash Credit facility from Bank of Baroda - Secured by hypothecation of stocks, book debts. Repayable on
442.53 100.98
demand at 9.0% interest.
3. Cash Credit facility from HDFC Bank Ltd. - Secured by hypothecation of stocks, book debts. Repayable on
191.51 493.15
demand at 7.55% interest.
Total 2,038.44 1,759.82
1. The Company has submitted quarterly statement with the banks. There are no significant variances between the figures submitted to the bank and books of
accounts.
2. The above mentioned hypothecations have been registered with the Registrar of Companies.
Changes in liabilities arising from financing activities (Rs. in lakhs)

As at As at
Net Debt Reconciliation March 31, 2022 March 31, 2021
1. Cash and Cash Equivalents 1,486.42 955.48
2. Current Borrowings (2,038.44) (1,759.82)
3. Lease Borrowings - Non-Current (133.83) (115.77)
4. Lease Borrowings - Current (48.98) (38.79)
Net Debt (734.83) (958.90)
Cash and Cash Current Lease

Particulars Total
Equivalents Borrowings Borrowings
Net Debt as at 1st April, 2020 752.89 (2,812.88) (170.83) (2,230.82)
Cash Flows 202.59 – – 202.59
Proceeds from availments – – (81.63) (81.63)
Repayments – 1,053.06 97.90 1,150.96
Interest / Tax Expenses – (199.22) (50.62) (249.84)
Interest / Tax Paid – 199.22 50.62 249.84
Net Debt as at 1st April, 2021 955.48 (1,759.82) (154.56) (958.90)
Cash Flows 530.94 – – 530.94
Proceeds from availments – (278.62) (155.69) (434.31)
Repayments – – 104.21 104.21
Interest / Tax Expenses – (367.77) (58.18) (425.95)
Interest / Tax Paid – 367.77 58.18 425.95
Net Debt as at 31st March, 2022 1,486.42 (2,038.44) (206.04) (758.06)
Lease Borrowing pertaining to Human Pharma Division – – 23.23 23.23
Total Net Debt as on 31st March, 2022 1,486.42 (2,038.44) (182.81) (734.83)
86

Note No.3.16 Trade Payables (Rs. in lakhs)

Note No.3.16A Due to Micro and Small Enterprises
As at As at
Particulars
March 31, 2022 March 31, 2021
Principal amount payable (but not due) to suppliers as at year end 2,074.19 1,940.38
Interest accrued and due to suppliers on the above amount as at year end – –
Payment made to suppliers (other than interest) beyond the appointed day, during the year – –
Interest paid to suppliers (other than Section 16) – –
Interest paid to suppliers (Section 16) – –
Interest due and payable to suppliers for payments already made 0.41 0.41
Interest accrued and remaining unpaid to suppliers as at year end – –
Total 2,074.60 1,940.79
Classification of Micro and Small Enterprises is based on the communications received from the respective suppliers that they are registered as Micro and Small
Enterprises.
Note No.3.16B Due to other than Micro and Small Enterprises (Rs. in lakhs)
As at As at
Particulars
March 31, 2022 March 31, 2021
Related Parties (Refer Note No.5.7) 97.23 138.85
Others 8,173.89 7,680.98
Total 8,271.12 7,819.83
Note No.3.16C Trade Payables - Ageing Schedule:

As at March 31, 2022 (Rs. in lakhs)
Outstanding for following periods from due date of payment
Particulars
(i) MSME 2,074.19 – 0.41 – 2,074.60
(ii) Others 8,070.83 26.45 18.70 155.14 8,271.12
(iii) Disputed dues - MSME – – – – –
(iv) Disputed dues - others – – – – –
As at March 31, 2021 (Rs. in lakhs)

Outstanding for following periods from due date of payment
Particulars
(i) MSME 1,940.38 0.41 – – 1,940.79
(ii) Others 7,247.26 194.32 79.84 298.41 7,819.83
(iii) Disputed dues - MSME – – – – –
(iv) Disputed dues - others – – – – –
Note No.3.17 Other Financial Liabilities (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Refund Liabilities 1,565.31 1,364.63
Unpaid Dividends 49.44 52.19
Other Payables 1,116.36 1,112.27
Liability for Capital Goods 33.43 141.89
Employee Related Liabilities (Refer Note No.5.7 for KMP related payables) 3,346.86 3,545.75
Total 6,111.40 6,216.73
87

Note No.3.18 Provisions (Rs. in lakhs)

As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current:
Provision for Employee Benefits 515.65 789.78
Total (A) 515.65 789.78
Current*:
Provision for Employee Benefits 431.93 490.06
Total (B) 431.93 490.06
Total [(A) + (B)] 947.58 1,279.84
* Includes provision made for impending Social Security Code, 2020 - Refer Note No.5.4. Also refer Note No.5.3
Note No.3.19 Other Current Liabilities (Rs. in lakhs)
As at As at
Particulars
March 31, 2022 March 31, 2021
Statutory dues payable 402.12 394.35
Advance from Customers 216.76 75.34
Total 618.88 469.69
Note No.4.1 Revenue from Operations (Rs. in lakhs)

Particulars
31-03-2022 31-03-2021
Sale of Products (Net of Sales Returns) 59,607.39 47,323.05
Other Operating Revenues 316.60 282.81
Total Revenue from operations 59,923.99 47,605.86
Note No.4.2 Other Income (Rs. in lakhs)

Particulars
31-03-2022 31-03-2021
(a) Interest Income - Fixed Deposits 1,221.15 972.55
- Others 244.92 8.15
(b) Dividend Income from Equity Investments at FVTOCI 9.80 7.13
(c) Other non-operating income (net of expenses directly attributable to such income) 126.02 2.77
(d) Net foreign exchange gain 31.17 2.87
Total 1,633.06 993.47
Note No.4.3 Cost of Materials Consumed (Rs. in lakhs)

Particulars
31-03-2022 31-03-2021
Opening Stock of Raw Material & Packing Material 1,358.84 1,111.73
Purchase of Raw Material & Packing Material 14,605.26 10,067.94
15,964.10 11,179.67
Less: Closing Stock of Raw Material & Packing Material 1,617.87 1,358.84
Consumption 14,346.23 9,820.83
Note No.4.4 Changes in Inventories of Finished Goods, Stock-in-trade and Work-in-progress (Rs. in lakhs)
Particulars
31-03-2022 31-03-2021
Opening Inventories:
Finished goods 4,167.87 4,189.02
Work-in-progress 730.48 885.55
4,898.35 5,074.57
Closing Inventories:
Finished goods 5,336.24 4,167.87
Work-in-progress 799.26 730.48
6,135.50 4,898.35
Changes in Inventories (1,237.15) 176.22
88

Note No.4.5 Employee Benefits Expense (Rs. in lakhs)

Particulars
31-03-2022 31-03-2021
(a) Salaries, Wages and Bonus* 8,854.37 8,212.74
(b) Contribution to Provident and Other Funds 648.76 335.83
(c) Gratuity and Superannuation 351.45 484.79
(d) Contribution to E.S.I. 41.77 40.59
(e) Welfare Expenses 387.89 295.84
Total 10,284.24 9,369.79
* includes payment made to Contractors
Note No.4.6 Finance Costs (Rs. in lakhs)

Particulars
31-03-2022 31-03-2021
(a) Interest expense 323.75 171.09
(b) Other borrowing costs – –
Total 323.75 171.09
Note No.4.7 Depreciation and Amortization Expenses (Rs. in lakhs)

Particulars
31-03-2022 31-03-2021
(a) Depreciation 1,251.64 1,293.61
(b) Amortization Expenses 6.72 8.35
Total 1,258.36 1,301.96
Note No.4.8 Other Expenses (Rs. in lakhs)

Particulars
31-03-2022 31-03-2021
Power & Fuel 1,417.82 1,210.65
Repairs & Maintenance:
Repairs to Building 55.04 59.60
Repairs to Machinery 697.52 700.32
Factory / Office Upkeep 218.50 971.06 233.01 992.93
Consumable Stores 552.16 226.03
General Insurance 63.91 62.10
Rates & Taxes 39.25 48.02
Rent 304.71 212.26
Electricity 164.97 133.10
Printing & Stationery 90.89 67.91
Postage & Telephones 101.81 96.38
Carriage Outwards 2,571.60 2,203.57
Transit Insurance 18.27 16.05
Advertisement & Sales Promotion 8,930.97 6,985.97
Travelling & Conveyance 1,399.62 922.17
Payment to Auditors * 39.62 36.74
Donation 40.49 0.46
Expenditure on Corporate Social Responsibility 65.00 60.00
Depot Service Charges 872.26 772.46
Directors' Sitting Fees 17.00 14.20
Loss on Sale of Assets 1.56 11.93
Loss on Impairment 1.28 1.69
Conversion Charges 61.97 54.00
Provision for Doubtful Debts 28.80 111.60
Bad Debts written off 18.39 18.38
Legal and Consultancy Charges 787.44 455.11
Research and Development Expenses 293.40 265.35
Miscellaneous Expenses 452.30 392.57
Total 19,306.55 15,371.63
* Payment to Auditors shown above pertains to Continuing operations
89

Payment to Auditors (both for Continuing and Human Pharma Operations):

(Rs. in lakhs)
Particulars
31-03-2022 31-03-2021
Fee for Statutory Audit 41.79 37.64
Fee for other services 7.79 11.62
Reimburesment of expenses 0.12 0.00
Total 49.70 49.26
5.1 FINANCIAL INSTRUMENTS
Financial Risk Management
The Company's business activities expose it to a variety of financial risks, namely liquidity risk, market risk and credit risk. The Company's
senior management has the overall responsibility for the establishment and oversight of the Company's risk management framework. The
key risks and mitigating actions are also placed before the Audit Committee of the Company. The Company's risk management policies
are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's
activities.
In the ordinary course of business, the Company is exposed to Market risk, Credit risk and Liquidity risk.
5.1.1 Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market
risk comprises three types of risk: interest rate risk, foreign currency risk and commodity risk.
(a) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's short term debt
obligations with floating interest rates.
If the interest rates had been 50 basis points higher or lower and all the other variables were held constant, the Company's profit would be
impacted by Rs. 6.10 lakhs in FY 2021-22 (Rs.3.77 lakhs in FY 2020-21).
(b) Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange
rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities
which is very minimal.
The details of foreign currency exposures not hedged by derivative instruments are as under :
As at March 31, 2022 As at March 31, 2021
Particulars Currency (Amount in lakhs) (Amount in lakhs)
Foreign Currency Rs. Foreign Currency Rs.
Trade Receivables USD 2.5624 194.10 4.9129 361.12
Trade Payables USD 0.1388 10.51 0.2183 16.05
Trade Payables EURO 0.0004 0.03 – –
Liability for Capital Goods EURO – – 1.0000 86.10
Foreign Currency Sensitivity Analysis
The Company is principally exposed to foreign currency risk against USD & Euro. Sensitivity of profit or loss arising mainly from USD &
Euro denominated receivables and payables is given below:
As per management's assessment of reasonable possible changes in the exchange rate of + / - 5% between USD-INR & Euro-INR
currency pair, sensitivity of profit or loss only on outstanding foreign currency denominated monetary items at the period end is presented
below:
(Rs. in lakhs)
March 31, 2022 March 31, 2021
Particulars
USD EURO USD EURO
Receivables:
Weakening of INR by 5% 9.71 – 18.06 –
Strengthening of INR by 5% (9.71) – (18.06) –
Payables:
Weakening of INR by 5% (0.53) (0.002) (0.80) (4.30)
Strengthening of INR by 5% 0.53 0.002 0.80 4.30
90

(c) Commodity Price Risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the on-going purchase or continuous
supply of raw materials. Therefore, the Company monitors its purchases closely to optimise the price.
5.1.2 Credit Risk
Credit Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to financial
loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of
risks.
Financial instruments that are subject to concentrations of credit risk principally consist of investments classified as loans and receivables,
trade receivables, loans and advances, cash and cash equivalents, bank deposits and other financial assets amounting to Rs.35,200.27 lakhs
(Previous year Rs.30,936.90 lakhs). None of the other financial instruments of the Company result in material concentration of credit risk.
The Company follows simplified approach for recognition of impairment loss allowance on trade receivables which do not contain a significant
financing component.
The Company does not have significant credit exposure to any single customer. Concentration of credit risk to a single customer exceeding
10% of receivables in the FY 2021-22 is NIL. (FY 2020-21 - Rs.957.24 Lakhs ).
Bank Deposits include an amount of Rs.247.70 crores with two Indian Banks having high credit rating which are individually in excess of 10%
of the total deposits of the entity as on March 31, 2022. And None of the other financial instruments of the entity result in material concentration
of credit risk.
5.1.3 Financial assets that are neither past due nor impaired
Cash and cash equivalents, financial assets carried at fair value are neither past due nor impaired. Cash and cash equivalents with banks has
high credit-rating assigned by international and domestic credit-rating agencies. Financial assets carried at fair value are investments in Equity
Shares. With respect to Trade receivables and other financial assets that are past due but not impaired, there are no indications as of March
31, 2022, that defaults in payment obligations will occur except as described in Note 3.7 on allowances for impairment of trade receivables.
The Company does not hold any collateral for trade receivables and other financial assets. Trade receivables and other financial assets that
are neither past due nor impaired relate to new and existing customers and counter parties with no significant defaults in past.
5.1.4 Trade Receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to
customer credit risk management. Credit quality of a customer is assessed based on a detailed assessment and individual credit limits are
defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor
receivables are grouped into homogenous groups and assessed for impairment collectively. The Company does not hold collateral as security.
The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions
and operate in largely independent markets.
5.1.5 Financial Instruments and Cash Deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the
Company's policy. The cash surpluses of the Company are short term in nature and are invested in Fixed Deposit with Nationalized / Scheduled
Commercial Banks. Hence, the assessed credit risk is low.
5.1.6 Liquidity Risk
The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial
investments, committed funding and projected cash flows from operations. The Company's objective is to provide financial resources to meet
its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of
funding and flexibility is maintained through continued support from lenders and trade creditors.
During the year, the Company has made repayment of principal and interest on borrowings on or before due dates. The Company did not have
any defaults of principal and interest as on the reporting date.
The table below summarises the maturity profile of the Company's financial liability based on contractual undiscounted payment and financial
assets based on contractual undiscounted receipts.
91

Liabilities (Rs. in lakhs)

Particulars Carrying Amount Contractual cash flows Less than 1 Year 1-5 years More than 5 years
As at 31 March, 2022
st
Lease Liabilities 182.81 231.19* 72.03 159.16 –

Borrowings 2,038.44 2,038.44 2,038.44 – –
Trade Payables 10,345.72 10,345.72 10,345.72 – –
Other financial liabilities 6,111.40 6,111.40 6,111.40 – –
As at 31st March 2021
Lease Liabilities 154.56 196.66* 58.78 137.88 –
Borrowings 1,759.82 1,759.82 1,759.82 – –
Trade Payables 9,760.62 9,760.62 9,760.62 – –
Other financial liabilities 6,216.73 6,216.73 6,216.73 – –
* includes interest dues
Assets (Rs. in lakhs)

Particulars Carrying Amount Contractual cash flows Less than 1 Year 1-5 years More than 5 years
As at 31st March, 2022
Investments 1,513.47 1,513.47 – – 1,513.47
Cash and Cash Equivalents 1,486.42 1,486.42 1,486.42 – –
Bank balances other than above 25,864.34 25,864.34 25,864.34 – –
Trade Receivables 5,358.02 5,358.02 5,358.02 – –
Other Financial Assets 978.02 978.02 978.02 – –
Investments 1,316.61 1,316.61 – – 1,316.61
Cash and Cash Equivalents 955.48 955.48 955.48 – –
Bank balances other than above 21,813.65 21,813.65 21,813.65 – –
Trade Receivables 5,977.69 5,977.69 5,977.69 – –
Other Financial Assets 873.47 873.47 873.47 – –
5.1.7 Financial Risk Management - Other Risk - Impact of CoVID-19
yy Financial Assets measured at fair value amounting to Rs.1,513.47 lakhs and measured at amortised cost amounting to Rs.33,686.80 lakhs
have been considered for the likelihood of increased credit risk and consequential default considering emerging situations due to CoVID-19.
yy The financial assets carried at fair value by the Company are mainly investments in Equity Instruments and accordingly, any material
volatility is not expected.
yy Financial assets of Rs.28,328.78 lakhs as at March 31, 2022 carried at amortised cost is in the form of cash and cash equivalents, bank
deposits, earmarked balances with banks, interest accrued on bank deposits and others security deposits where the Company has assessed
the counterparty credit risk.
yy Trade receivables of Rs.5,358.02 lakhs as at March 31, 2022 forms a significant part of the financial assets carried at amortised cost which
is valued considering provision for allowance using expected credit loss method.
yy The Company has specifically evaluated the potential impact with respect to certainty of collections from its customers.
yy Since the Company closely monitors the financial strength of its customers & investments on a continuing basis and assesses actions such
as changes in payment terms, no provision is deemed necessary.
5.1.8 Financing Facilities
The Company has access to committed credit facilities as described below. The Company expects to meet its other obligations from operating
cash flows and proceeds of maturing financial assets.
(Rs. in lakhs)
Sanctioned 2021-22 2020-21
Funded Limit 3,250.00 3,250.00
Non-Funded Limit 775.00 775.00
92

(Rs. in lakhs)
Utilized 2021-22 2020-21
Amount Utilized (Funded) 2,038.44 1,759.82
Amount Utilized (Non-Funded) 52.30 193.39
Unutilized 2021-22 2020-21

Amount Unutilized (Funded) 1,211.56 1,490.18
Amount Uuntilized (Non-Funded) 722.70 581.61
Assets pledged as Security* 2021-22 2020-21

Inventories 7,892.44 7,030.39
Trade Receivables 5,358.02 5,977.69
Total 13,250.46 13,008.08
* Exclude Human Pharma Assets pledged
5.1.9 Financial Instruments

Financial Assets and Liabilities
(a) Fair Value Measurement: (Rs. in lakhs)
Particulars FVTOCI FVTPL Amortised cost Total Carrying amount
A. Financial assets
(i) Non-Current investments 1,513.47 – – 1,513.47 1,513.47
(ii) Trade receivables – – 5,358.02 5,358.02 5,358.02
(iii) Cash and cash equivalents – – 1,486.42 1,486.42 1,486.42
(iv) Bank balances other than (iii) above – – 25,864.34 25,864.34 25,864.34
(v) Other financial assets (Current and Non-current) – – 978.02 978.02 978.02
Total 1,513.47 – 33,686.80 35,200.27 35,200.27
B. Financial Liabilities
(i) Borrowings – – 2,038.44 2,038.44 2,038.44
(ii) Lease Liabilities (Current and Non-current) – – 182.81 182.81 182.81
(iii) Trade payables – – 10,345.72 10,345.72 10,345.72
(iv) Other financial liabilities (Current and Non-current) – – 6,111.40 6,111.40 6,111.40
Total – – 18,678.37 18,678.37 18,678.37
(Rs. in lakhs)
Particulars FVTOCI FVTPL Amortised cost Total Carrying amount
A. Financial assets
(i) Non-Current investments 1,316.61 – – 1,316.61 1,316.61
(ii) Trade receivables – – 5,977.69 5,977.69 5,977.69
(iii) Cash and cash equivalents – – 955.48 955.48 955.48
(iv) Bank balances other than (iii) above – – 21,813.65 21,813.65 21,813.65
(v) Other financial assets (Current and Non-current) – – 873.47 873.47 873.47
Total 1,316.61 – 29,620.29 30,936.90 30,936.90
B. Financial Liabilities
(i) Borrowings – – 1,759.82 1,759.82 1,759.82
(ii) Lease Liabilities (Current and Non-current) – – 154.56 154.56 154.56
(iii) Trade payables – – 9,760.62 9,760.62 9,760.62
(iv) Other financial liabilities (Current and Non-current) – – 6,216.73 6,216.73 6,216.73
Total – – 17,891.73 17,891.73 17,891.73
Inventories and Trade receivables are subject to charge with the banks as security for the loan facilities availed by the Company.
93

(b) Fair value hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or
unobservable and consists of the following three levels:
Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a
valuation model based on assumptions that are neither supported by prices from observable current market transactions in the
same instrument nor are they based on available market data.
(c) Fair value of the Company's financial assets that are measured at fair value on a recurring basis (Rs. in lakhs)
As at March 31, 2022

Particulars Level 1 Level 2 Level 3 Total
A. Financial Assets
(i) Non-Current Investments 1,513.47 – – 1,513.47
As at March 31, 2021

Particulars Level 1 Level 2 Level 3 Total
A. Financial Assets
(i) Non-Current Investments 1,316.61 – – 1,316.61
(d) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
Management considers that the carrying amounts of financial assets and financial liabilities recognized in the financial statements except
as per note (a) above approximate their fair values.
(e) Interest income / (expenses), gain / (losses) recognized on financial assets and liabilities (Rs. in lakhs)

Particulars
March 31, 2022 March 31, 2021
(a) Financial assets at amortized cost
Interest income on Bank Deposits 1,221.15 972.55
Interest income on other Financial Assets 6.95 8.15
Impairment of Trade Receivables (18.39) (27.59)
Provisions for Bad and doubtful debts (32.02) (111.60)
Bad Debts written off recovered 12.92 15.62
(b) Financial asset at FVTOCI
Change in fair value of equity instruments designated irrevocably as FVTOCI 196.86 441.27
Dividend Income 9.80 7.13
(c) Financial liabilities at amortized cost
Interest expenses on borrowings from banks, others and overdrafts 147.35 147.93
Sundry Creditors written back 25.35 66.68
5.1.10 Capital Management:

The Company's capital comprises Equity Share Capital, retained earnings and other equity attributable to equity holders. The primary objective
of Company's capital management is to maximize shareholders value. The Company manages its capital and makes adjustment to it in light of
the changes in economic and market conditions. The Company does so by adjusting dividend paid to shareholders. The total Paid up Equity
Share Capital as on March 31, 2022 is Rs.1413.03 lakhs (Previous Year: Rs.1413.03 lakhs).
The Company's overall strategy remains unchanged from previous year.
The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and
other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation and short term borrowings.
The Company's policy is to use short-term and long-term borrowings to meet anticipated funding requirements. The Company monitors capital
on the basis of debt to equity ratio and its gearing ratio is as below:
94

(Rs. in lakhs)
Borrowings 2021-22 2020-21
Loan Repayable on demand from banks 2,038.44 1,759.82
Long term maturities of lease obligation 133.83 115.77
Current maturities of lease obligation 48.98 38.79
Total Debt (A) 2,221.25 1,914.38
Debt as a % of Total Capital 6.31% 6.10%
Total Equity
Equity share capital 1,413.03 1,413.03
Other equity 31,550.11 28,051.61
Total Equity (B) 32,963.14 29,464.63
Equity as a % of Total Capital 93.69% 93.90%
Total Capital (A + B) 35,184.39 31,379.01
Capital Gearing Ratio 6.74% 6.50%
Borrowings represent 6.31% and 6.10% as of 31st March, 2022 & 2021, respectively.
The Company is not subjected to any externally imposed capital requirements.
5.2 The R & D facilities at Foods and Pharma Divisions of the Company have been recognized by the Ministry of Science & Technology,
Government of India, U/s.35(2AB) of the Income Tax Act. The expenditure incurred in respect of these R & D Centres is as below:
(Rs. in lakhs)
Nature of Expenditure 2021-22 2020-21
a. Capital 43.54 –
b. Recurring 294.13 265.38
c. Total 337.66 265.38
d. % of R & D expenses to sales of Continuing operations and Human Pharma Operations 0.42% 0.42%
Recurring Expenditure details are as follows: 2021-22 2020-21

Cost of Materials consumed 40.90 33.31
Salaries and Wages 211.00 208.50
Repairs and Maintenance 8.13 14.24
Others 34.10 9.33
Total 294.13 265.38
The above expenditure includes Rs.40.31 lakhs & Rs.31.86 lakhs spent on Capital assets and expenses, respectively, in respect of Improved
TC2 Heart Valve project for which the Company has received subsidy from the Biotechnology Industry Research Assistance Council (BIRAC).
5.3 Provision, Contingent Liabilities and Commitments:
(Rs. in lakhs)
A) Provisions
(a) Non-Current:
Provision for Compensated Absences 401.46 675.59
Provision for Gratuity 114.19 114.19
515.65 789.78
(b) Current:
Provision for Compensated Absences 11.90 219.08
Provision for Gratuity 420.03 270.98
431.93 490.06
Total [(a)+(b)] 947.58 1,279.84
95

(Rs. in lakhs)
B) Contingent Liabilities not provided for:
Claims against the Company not acknowledged as debt
Income tax matters 1,761.77 468.69
Indirect Tax Matters - (Sales tax/Service tax/Customs Duty/Excise Duty) 547.09 542.92
Bank Guarantees / Bonds executed by the Company 257.78 393.94
Others Matters including Claims related to Employees / Ex-Employees 43.68 42.59
2,610.32 1,448.14
C) Commitments not provided for:
Estimated amount of contracts remaining to be executed on capital account and not provided for 10.34 138.92
D) Other Legal Cases:

(i) There are certain pending matters / litigations including labour matters before certain forums and the likely impact of these are not
ascertainable or quantifiable at this stage.
(ii) Condoms were included for the first time under Drugs (Prices Control) Order, 2013 (DPCO 2013). National Pharmaceuticals Pricing
Authority (NPPA) under Department of Pharmaceuticals, Ministry of Chemicals and Fertilizers, Government of India, by way of
Notification No.SO 3348 dated 5th November 2013, fixed ceiling prices for sale of condoms. The Company challenged inclusion of
Condoms under DPCO 2013 and also the methodology for arriving at the Ceiling Prices for Condoms by a writ petition in the Hon'ble
High Court of Madras. During 2015-16, the Hon'ble High Court of Delhi and Madras ruled that Condoms are drugs but fixation of
ceiling for condoms is impermissible under law as the strengths and dosage for condoms are not specified in the first schedule of
DPCO 2013. The Government of India filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court. The Company also
filed SLP before Hon'ble Supreme Court against some points of the order of the Hon'ble High Court of Madras. Financial impact, if
any, based on the outcome of the pending case is not quantifiable and hence not provided for in the books.
5.4 As per Ind AS - 19 "Employee Benefits", the disclosures are given below.
(A) Defined Contribution Plan:
(Rs. in lakhs)
Contributions to Defined Contribution Plan, recognized as expense for the year are as under: 2021-22 2020-21
Employer's Contribution to Provident Fund * 763.36 732.52
Employer's Contribution to Superannuation Fund * 261.29 252.05
* Above includes Human Pharma Operations related contributions.
(B) Defined Benefit Plan:
The Employees' Gratuity Fund Scheme managed by a Trust is a Defined Benefit Plan.
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to
vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's
salary and the tenure of employment.
The Company pays Gratuity to employees who have completed five years of Service with the Company at the time of resignation /
Superannuation. The Company has its own scheme for payment of Gratuity. The employees who are eligible for payment of Gratuity will
be paid based on Company Scheme or as per Gratuity Act, which ever is beneficial to the employees. As per Gratuity Act, Gratuity is paid
at the rate of 15 days of last drawn salary for every completed year of service.
As per Company's Scheme, Gratuity is paid as below:
Completed Year of Service Benefit
5 Years and above upto 9 years 1/2 (Half) month's Salary for every completed year of service
10 years and more upto 14 years 3/4 (75%) month's Salary for every completed year of service
15 years and more upto 25 years 15 months Salary
26 years or more 20 months Salary
Note: "Salary" means last 36 months' average salary.
The Gratuity liability amount is contributed to approved Gratuity Fund maintained by the Life Insurance Corporation of India for Gratuity
payment to the employees. The Gratuity fund has been approved by the Income Tax Authorities. The liability in respect of Gratuity and
other post employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit
is expected to be derived from employees' services.
The entire funds relating to Gratuity is being managed by Life Insurance Corporation of India.
96

Reconciliation of the opening and closing balances of defined benefit obligation

The status of Gratuity and Compensated Absence Plan as required under Ind AS 19: (Rs. in lakhs)
Gratuity Compensated Absence*
Particulars
2021-22 2020-21 2021-22 2020-21
Changes in the present value of defined benefit obligation
Opening defined benefit obligation 2,565.59 2,321.04 754.11 654.01
Interest Cost 162.04 153.85 40.45 40.42
Current service cost 186.30 168.27 99.79 112.65
Past service cost – – – –
Benefits paid (148.06) (156.56) (167.80) (136.09)
Actuarial Losses/(Gains) 13.55 78.99 40.41 83.12
Closing defined benefit obligation 2,779.43 2,565.59 766.96 754.11
Changes in the fair value of plan assets
Opening fair value of plan assets 2,644.63 2,194.84 – –
Expected return on plan assets 166.55 145.12 – –
Contributions 263.96 508.25 – –
Benefits paid (148.06) (156.56) (167.80) (136.09)
Actuarial gains/(losses) 30.00 (47.02) 65.13 83.12
Closing fair value of plan assets 2,957.07 2,644.63 – –
Amount to be recognised in the Statement of Profit and Loss

Current Service Cost 186.30 168.27 99.79 112.65
Net Interest cost (4.51) 8.73 40.45 40.42
Actuarial Losses/(Gains) (16.45) 126.00 40.41 83.12
Total 165.35 303.00 180.64 236.19
Amount to be recognized in OCI - Actuarial losses/(Gains) (16.45) 126.00 – –

* Excludes Compensated Absence - Sick leave - Rs 152.53 Lakhs (FY 2020-21 - Rs.140.56 Lakhs).
Expected contribution for the next annual reporting period is Rs.804.30 lakhs
Plan Assets: The Gratuity plan's weighted-average assets allocation at March 31, 2022 and March 31, 2021, by assets category is as follows:
2021-22 2020-21
Fund managed by insurers 100% 100%
Sensitivity Analysis
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the
end of the reporting period on government bonds. When there is a deep market for such bonds; if the return on plan asset is below this rate, it
will create a plan deficit. Currently, for these plans, investments are made in gratuity fund maintained by the Life Insurance Corporation of India.
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's
investments.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both
during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary risk:
The present value of the defined benefit plan liability is calculated by reference to the future salary of plan participants. As such, an increase
in salary of the plan participants will increase the plan's liability.
The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase.
The sensitive analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end
of the reporting period, while holding all other assumptions constant.
97

The sensitivity of the overall plan obligation to changes in the weighted key assumptions are:
Gratuity Compensated Absence
Particulars Impact Change in Change in Change in Change in Change in Change in
assumption plan obligation plan obligation assumption plan obligation plan obligation
(%) (%) (Rs. in lakhs) (%) (%) (Rs. in lakhs)
Increase 1.00 (5.47) 152.14 0.50 (2.96) (22.68)
Discount rate (per annum)
Decrease (1.00) 6.18 (171.84) (0.50) 3.18 24.41
Increase 1.00 6.24 (173.36) 0.50 3.22 24.69
Salary escalation rate (per annum)
Decrease (1.00) (5.62) 156.08 (0.50) (3.02) (23.16)
Increase 0.50 (0.36) 9.90 0.50 1.12 8.60
Attrition Rate
Decrease (0.50) 0.76 (21.26) (0.50) (1.72) (13.20)
Increase 1.00 0.03 (0.79) 0.50 0.02 0.15
Mortality Rate
Decrease (1.00) (0.03) 0.79 (0.50) (0.02) (0.15)
The Company's expected cash flows over the next few years are as follows:
Particulars
2021-22 2020-21 2021-22 2020-21
1 year 804.30 612.20 189.48 173.81
2 to 5 years 1,047.36 991.70 359.89 324.77
6 to 10 years 941.32 924.53 235.55 231.74
More than 10 years 1,800.22 1,766.73 448.57 511.02
Assumptions
Particulars (in %) (in %)
2021-22 2020-21 2021-22 2020-21
Discount rate 5.85 – 7.25 5.25 – 6.75 5.85 – 7.25 5.25 – 6.75
Escalation Rate 5.00 5.00 5.00 5.00
Attrition Rate 3% for 3% for 3% for 3% for
employees in employees in employees in employees in
Management Management Management Management
Cadre and Cadre and Cadre and Cadre and
employees in employees in employees in employees in
PDD Division. PDD Division. PDD Division. PDD Division.
25% for Field 25% for Field 25% for Field 25% for Field
Staff Staff Staff Staff
The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields / rates available on
applicable Government bonds as on the current valuation date.
Escalation Rate is based on the Company's past revision trends and management's estimate of future salary increases.
Attrition Rate considered is the Management's estimate based on the past long-term trend of employee turnover in the Company.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that
the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the
Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation
liability recognised in the balance sheet.
The above mentioned figures include Human Pharma Division related amounts.
Implementation of the Code on Social Security 2020 , which is likely to impact the contributions by the Company towards Provident Fund,
Gratuity and other related areas has been deferred by the Government beyond April 1, 2021. However, the Company had made an initial
assessment based on the draft rules and had provided a sum of Rs 350 lakhs in the previous year towards the expected impact to its
employee benefit expenses. The Company intends to do an actuarial valuation towards this liability at the appropriate time and provide for the
balance, if any. Expecting the Code to be enacted in the coming Financial Year, the amount provided in the previous year is included under
‘Provisions - Current'. Refer Note 3.18.
98

5.5 Reconciliation of effective tax rates

5.5.A Reconciliation of tax expense and the accounting profit multiplied by applicable tax rate:
(Rs. in lakhs)
Profit for the year from Continuing operations 2483.73 2262.16
Profit for the year from Human Pharma operations held for sale in subsequent year 3294.14 1443.03
Profit before tax from continuing operations and Human Pharma operations (a) 5,777.87 3,705.19
Income tax rate as applicable (b) 25.17% 25.17%
Calculated taxes based on above, without any adjustments for deductions [(a) x (b)] 1,454.17 932.52
Permanent tax differences due to:
Effect of income that is exempt from taxation (dividend income & standard deduction on rental income) (0.10) (0.19)
Effect of expenses that are not deductible in determining taxable profit 152.27 76.73
Other Adjustments 12.70 16.83
Income tax expense recognised in profit or loss (relating to continuing operations and Human Pharma
operations) 1,619.04 1,025.89
Comprising:
Current Tax 1,730.00 1,225.00
Deferred tax (110.96) (199.11)
Income tax recognised in other comprehensive income 25.82 (29.88)
5.5.B Exceptional Item

(i) Exceptional Items relating to FY 2021-22: In September, 2021, the Company sold land admeasuring 4.595 acres held by it at Perungudi
Village, Tirunelveli District, Tamilnadu on which the Company earned a profit of Rs.249.05 lakhs.
(ii) Exceptional Items relating to FY 2020-21: The Company's claim in respect of tax benefits due to adjustment of unabsorbed losses and
depreciation of the erstwhile TTK Protective Devices Limited and TSL Techno Services Limited which merged with the Company w.e.f.
1st April, 2012, (shown as Contingent Asset in earlier years), was allowed. The Company received the revised assessment orders in the
previous FY 2020-21 and the refund received was accounted as follows:
a) Rs.809.79 lakhs towards Interest on Tax Refund received was treated as Exceptional Income; and
b) Balance Refund received (net of provisions of Rs 999.74 lakhs considered necessary) of Rs.1,964.81 lakhs was accounted as Tax
Refund relating to earlier years.
5.6 During the year, the Company has accounted for Deferred Tax asset in accordance with the Ind AS 12 and the movement of the
deferred tax assets and liabilities are given below:
(Rs. in lakhs)
(Charged)/
(Charged)/
As at credited to other As at
Particulars credited to
31st March, 2021 comprehensive 31st March, 2022
profit or loss
income
Deferred Tax Asset (Net) in relation to:
Provision for post retirement benefits and other employee benefits-
Compensated Absence 190.48 2.55 – 193.03
Provision for post retirement benefits and other employee benefits-Gratuity 203.42 – (4.14) 199.28
Water Charges Provision 31.64 – – 31.64
Stock Returns and Expected Credit Loss 388.65 52.98 – 441.63
Voluntary Retirement Scheme 45.28 (45.28) – –
Deferred Tax Assets (Net) 859.47 10.25 (4.14) 865.58
Less: Deferred Tax Liabilities:
Property Plant and Equipment and Intangible assets 187.79 (100.71) – 87.08
Revaluation of Equity instrument 26.54 – 21.68 48.22
Deferred Tax Liabilities (Net) 214.33 (100.71) 21.68 135.30
Deferred Tax Assets / (Liabilities) 645.14 110.96 (25.82) 730.28
99

5.7 Related Party Transactions:

a) The Company had transactions with the following Related Parties:
Description of Relationship Party
Enterprise with Significant Control T T Krishnamachari & Co
TTK Prestige Limited
Enterprises over which Key Managerial Personnel (KMP) Packwell Packaging Products Limited
have significant control Pharma Research & Analytical Laboratories
TTK Tantex Limited
Mr T T Jagannathan
Mr T T Raghunathan (KMP)
Mr S Kalyanaraman (KMP)
Mr R K Tulshan
Mr K Shankaran
Directors
Dr (Mrs) Vandana R Walvekar
Mr Girish Rao
Mr S Balasubramanian
Mr N Ramesh Rajan
Mr V Ranganathan
Other Key Managerial Personnel Mr B V K Durga Prasad
Mrs Latha Jagannathan
Mrs Bhanu Raghunathan
Mrs Shanthi Ranganathan
Relatives of KMP (With whom transactions have taken
Mr T T Mukund
place during the period)
Mr T T Lakshman
Mr T T Venkatesh
Mr T T Sriram
TTK Healthcare Limited - Senior Executives Superannuation Scheme
TTK Healthcare Limited - Employees' Group Gratuity Scheme
Other Related Parties
TTK Healthcare Limited (Protective Devices Division) Employees Gratuity Fund
TTK Healthcare Limited (Protective Devices Division) Senior Executives Superannuation Fund
b) Summary of the transactions with the above related parties is as follows: (Transactions are inclusive of taxes wherever applicable)
(Rs. in lakhs)
Amount
Party Nature
2021-22 2020-21
Enterprise with Significant Control:
Rent Expense 72.57 73.99
Logo Charges Paid 478.88 381.89
Depot Service Charges Paid 580.23 469.34
T T Krishnamachari & Co
Reimbursement of Electricity Charges paid 33.91 33.03
Reimbursement of Stay Expenses – 2.52
Dividend Paid 571.96 285.98
Enterprises over which Key Managerial Personnel (KMP) have significant control:
Purchase of Promotional Items 38.31 33.33
Rent Receipt 0.01 0.01
Reimbursement of Expenses Receivable – 0.08
TTK Prestige Limited
Dividend Received 9.77 7.10
Sale of Goods – (8.98)
100

Packing Charges Paid 60.78 52.78

Packwell Packaging Products Limited Dividend Paid 0.53 0.26
Rent Expense 14.87 14.87
Analytical Charges paid 74.40 133.90
Pharma Research & Analytical Laboratories
Rent Receipts 1.42 2.83
TTK Tantex Limited Dividend Paid 0.52 0.26
Directors:
Mr T T Jagannathan Dividend Paid 45.56 22.78
Key Managerial Personnel:
Salary (includes contribution to defined benefit plans) 95.17 74.81
Mr T T Raghunathan Commission & Incentive 212.93 129.10
Additional Performance Bonus 97.49 –
Mr S Kalyanaraman
Commission 77.02 40.78
Mr B V K Durga Prasad
Special Pay 25.00 –
Relatives of KMP:
Mrs Shanthi Ranganthan Dividend Paid 3.50 1.75
Mrs Latha Jagannathan Dividend Paid 1.78 0.89
Mrs Bhanu Raghunathan Dividend Paid 3.36 1.68
Mr T T Mukund Dividend Paid 0.85 0.42
Mr T T Lakshman Dividend Paid 0.85 0.42
Mr T T Venkatesh Dividend Paid 0.84 0.42
Mr T T Sriram Salary 13.80 14.19
Other Related Parties:
TTK Healthcare Limited - Senior Executives
Contribution to Superannuation Fund 10.53 12.37
Superannuation Scheme
TTK Healthcare Limited - Employees' Group
Contribution to Gratuity fund 243.15 489.11
Gratuity Scheme
TTK Healthcare Limited (Protective Devices Divi-
Contribution to Gratuity fund 20.81 19.14
sion) Employees Gratuity Fund
TTK Healthcare Limited (Protective Devices
Contribution to Superannuation Fund 250.76 239.68
Division) Senior Executives Superannuation Fund
Variable pay of KMPs which is included in salary is disclosed on payment basis.
Directors' Sitting Fees* (Rs. in lakhs)
Name of the Director Sitting Fees
2021-22 2020-21
Mr T T Jagannathan 1.00 0.80
Mr R K Tulshan 2.00 2.00
Mr K Shankaran 3.80 3.00
Dr (Mrs) Vandana R Walvekar 1.60 1.40
Mr Girish Rao 2.80 2.60
Mr S Balasubramanian 2.40 1.60
Mr N Ramesh Rajan 1.40 1.20
Mr V Ranganathan 2.00 1.60
Total 17.00 14.20
* Exclusive of GST
101

Closing Balance: (Rs. in lakhs)

As at March 31, 2022 As at March 31, 2021
Party
Receivable Payable Receivable Payable
T T Krishnamachari & Co 40.00 86.89 40.00 84.31
TTK Prestige Limited – 9.20 – 5.08
Packwell Packaging Products Limited 23.50 6.93 23.50 5.43
Pharma Research & Analytical Laboratories – – – 44.03
Mr T T Raghunathan – 212.93 – 129.10
Mr S Kalyanaraman – 174.51 – 40.78
Mr T T Lakshman – – – 0.10
Mr B V K Durga Prasad – 25.00 – –
TTK Healthcare Limited - Employees' Group Gratuity Scheme – – 75.00 –
Total 63.50 515.46 138.50 308.83
Note:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding
balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received
for any related party receivables or payables. For the year ended 31st March, 2022, the Company has not recorded any impairment of
receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial
position of the related party and the market in which the related party operates.
5.8 Earnings per Share:
(Rs. in lakhs)
Profit attributable to equity shareholders from Continuing operations 1,851.02 3,678.17
Profit attributable to equity shareholders from Human Pharma operations held for sale in subsequent year 2,307.81 965.94
Profit attributable to equity shareholders from Continuing operations & Human Pharma operations held for
4,158.83 4,644.11
sale in subsequent year
Weighted Average number of Equity Shares used as denominator for calculating EPS (in lakhs Shares) 141.30 141.30
Earnings per share of Rs.10/-each from Continuing operations (Rs.) 13.10 26.03
Earnings per share of Rs.10/-each from Human Pharma operations held for sale in subsequent year (Rs.) 16.33 6.84
Earnings per share of Rs.10/-each from Continuing operations & Human Pharma operations held for sale in
29.43 32.87
subsequent year (Rs.)
5.9 Corporate Social Responsibility (CSR):

In accordance with Section 135 of the Companies Act, 2013, and the Rules made thereunder, the Company is required to spend in every
financial year, at least 2% of the average net profit of the Company made during the three immediately preceding financial years towards
Corporate Social Responsibility activities. During the year under review, a sum of Rs.63.82 lakhs has to be spent, in compliance to this
requirement. Accordingly, a sum of Rs. 65 lakhs has been spent during the year under review towards CSR activities as detailed below and
the unspent amount is Rs. Nil.
(Rs. in lakhs)
CSR Expenditure For the year ended 31st March, 2022 For the year ended 31st March, 2021
Yet to be paid Yet to be paid
Amount spent during the year on In cash Total in cash In cash Total in cash
in cash in cash
i) Construction/acquisition of an asset – – – – – –
ii) Purposes other than (i) above
Health & wellness – – – 32.00 – 32.00
Building livelihood – – – – – –
Educational assistance for children – – – 25.00 – 25.00
Environmental Sustainability,
– – – – – –
Ecological balance, etc.
Heritage conservation and promotion – – – 3.00 – 3.00
Disaster Management - CoVID-19 containment 65.00 – 65.00
Total (ii) 65.00 – 65.00 60.00 – 60.00
Amount unspent – – – – – –
102

5.10 Segment Reporting:

For Management purpose, the Company is organized into the following major business segments:
(a) Animal Welfare
(b) Consumer Products
(c) Medical Devices
(d) Protective Devices
(e) Foods
(f) Others
(g) Human Pharma
The Company monitors the operating results of its business as stipulated above for the purpose of making decisions about resource allocation
and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in
the financial statements. Certain expenses like CSR expenses, are not specifically allocable to specific segment. Management believes that
it is not feasible to provide segment disclosure of these expenses and, accordingly, they are separately disclosed as "unallocated expenses"
and adjusted only against the total operating income of the Company.
Segmentwise Revenue, Results & Capital Employed: (Rs. in lakhs)
Particulars
31.03.2022 31.03.2021
A. Segment Revenue:
Animal Welfare 9,910.79 7,797.38
Consumer Products 21,743.70 17,485.02
Medical Devices 5,091.90 2,673.24
Protective Devices 13,326.15 9,457.14
Foods 9,803.44 10,162.14
Others 48.01 30.94
Human Pharma Operations held for sale in subsequent year 19,804.34 16,046.93
Total Segment Revenue 79,728.33 63,652.79
Less: Inter Segment Revenue – –
Net Sales 79,728.33 63,652.79
B. Segment Results:
(a) Profit / (Loss) before Interest & Tax
Animal Welfare 928.71 630.91
Medical Devices 319.68 (535.21)
Protective Devices (536.22) (330.32)
Foods (244.69) 103.47
Others 33.00 25.29
Total Segment Results 6,825.32 3,997.24
Less: Interest Expenses 396.24 222.38
Less: Unallocable Expenses (Net of Unallocable Income) 651.21 69.67
Total Profit/(Loss) before Tax 5,777.87 3,705.19
103

(b) Major Segment Expenses

For the year ended 31st March, 2022 For the year ended 31st March, 2021
Particulars Employee Depreciation and Employee Depreciation and
Cost of Materials Cost of Materials
Benefits Amortization Benefits Amortization
Consumed Consumed
Expense Expense Expense Expense
Animal Welfare 5,414.90 1,242.72 27.27 4,283.34 1,015.01 20.32
Consumer Products 9,111.97 2,253.98 51.59 6,495.46 2,008.71 50.15
Medical Devices 1,340.67 1,385.91 121.14 841.63 1,312.16 106.24
Protective Devices 6,536.30 2,686.18 179.70 3,703.35 2,499.22 202.89
Foods 5,724.97 1,517.82 878.32 5,596.55 1,408.58 922.03
Others 20.66 1,197.63 0.34 12.16 1,126.11 0.34
Human Pharma Operations held for
5,191.94 6,985.45 60.62 4,241.28 6,637.74 69.17
sale in subsequent year
Total 33,341.41 17,269.69 1,318.98 25,173.77 16,007.53 1,371.13
C. (a) Capital Employed (Segment Assets less Segment Liabilities) (Rs. in Lakhs)
As at As at
Particulars
31.03.2022 31.03.2021
Animal Welfare (1,267.00) (803.68)
Consumer Products (2,402.26) (3,563.67)
Foods 8,053.85 7,499.92
Others 66.95 40.78
Human Pharma Operations held for sale in subsequent year 280.00 -
Total Capital Employed in Segments 12,646.97 10,783.15
Add: Unallocable Corporate Assets * 28,327.64 24,766.07
Unallocable Corporate Liabilities ** (8,011.47) (6,084.59)
Total Capital Employed in Company 32,963.14 29,464.63
*Unallocable Corporate Assets:

Investments 1,513.47 1,316.61
Deferred Tax Asset 865.59 859.47
Fixed deposits including interest receivable, dividend warrants and advance tax 25,948.58 22,589.99
28,327.64 24,766.07
**Unallocable Corporate Liabilities:
Secured Loans 2,038.45 1,759.82
Deferred Tax Liability 135.30 214.33
Provision for Tax & Unclaimed dividend 5,837.72 4,110.44
Total 8,011.47 6,084.59
Capital employed shown under Animal Welfare as at 31.03.2021 includes that of Human Pharma Operations.
104

(b) Major Segment Assets and Liabilities (Rs. in Lakhs)

st
st
Particulars Trade
Property, Plant and Total Property, Plant and Trade Total
Inventories Receiv- Inventories
Equipment, etc. Liabilities Equipment, etc. Receivables Liabilities
ables
Animal Welfare 1,054.45 786.30 1,504.96 5,324.11 1,050.66 1,337.03 2,488.91 6,396.09
Medical Devices 821.65 1,843.92 1,423.47 1,527.73 823.32 1,537.76 1,045.67 1,233.11
Consumer Products 207.22 1,904.75 836.10 6,456.46 226.74 1,631.32 366.46 6,628.74
Protective Devices 1,674.62 2,556.03 1,106.01 3,389.08 1,550.13 1,593.73 1,523.52 2,088.98
Foods 4,287.87 801.44 466.01 1,556.44 4,927.91 930.55 548.92 1,582.31
Others 0.11 – 21.47 141.37 – – – –
Human Pharma Operations
– 750.02 1,529.64 2,148.66 – – – –
Total 8,045.92 8,642.46 6,887.66 20,543.85 8,578.76 7,030.39 5,973.48 17,929.23
Major Segment Assets and Liabilities of Animal Welfare as at 31.03.2021 includes that of Human Pharma Operations.
Notes:
1. Segments have been identified in line with the Accounting Standard on Segment Reporting (IndAS-108) considering the organisation
structure and the differential risks and returns of these segments.
2. Details of products included in each of the Segments are as below :
(a) Animal Welfare (earlier included in Pharmaceuticals Segment) include products for Veterinary use.
(b) Consumer Products comprise of marketing and distribution of EVA Range of Cosmetics, Woodward's Gripe Water, Good Home range
of Scrubbers, Air Freshners, etc., (Own Brands)
(c) Medical Devices comprise manufacturing and marketing of Artificial Heart Valves, Orthopaedic Implants, etc.
(d) Protective Devices comprise manufacturing and marketing of Male Contraceptives and other allied products.
(e) Foods comprise of manufacturing and marketing of Food Products.
(f) “Others” include Printing and Publishing of Maps and Atlases.
(g) Human Pharma (earlier included in Pharmaceutical Segment) include products for Human use.
3. The segment-wise revenue, results, assets and liabilities figures relate to respective amounts directly identifiable to each of the segments.
The unallocable expenditure includes expenses incurred on common services at the corporate level and also those expenses not
identifiable to any specific segment.
Information about geographical area:
The Company is domiciled in India. The amount of its revenue from external customers broken by location of customers is tabulated below:
(Rs. in lakhs)
Particulars For the year ended 31.03.2022 For the year ended 31.03.2021
India:
Foods 9,113.31 9,623.33
Others 48.01 30.94
TOTAL 75,342.31 60,391.89
Outside India:
Animal Welfare 200.48 116.16
Consumer Products 2.70 –
Medical Devices 14.66 43.00
Foods 690.13 538.81
Others – –
Human Pharma Operations held for sale in subsequent year 13.01 12.50
TOTAL 4,386.02 3,260.90
GRAND TOTAL 79,728.33 63,652.79
105

5.11 Ind AS 116 - Leases:

(Rs. in lakhs)
Particulars
31.03.2022 31.03.2021
Amounts recognized in Statement of Profit and Loss
Amortisation expenses of right of use assets 63.85 62.26
Interest expenses on lease liabilities 28.47 24.26
Expenses relating to short term leases 375.49 274.78
Expenses relating to leases of low value assets – –
Variable lease payments – –
Right to Use Assets carrying value 1,096.49 1,062.29
Total cash outflow of lease 104.21 97.90
Above figures include Human Pharma Division
The Lease contracts entered by the Company pertains for Motor Vehicle taken on lease for usage by its employees in top and mid-level of
management. The term of leases are usually for 5 years.
Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of extension and
termination options that are not included in the lease term:
(Rs. in lakhs)
Particulars
31.03.2022 31.03.2021
Maturity analysis:
Less than one year 48.98 38.79
Between one year and 5 years 133.83 115.77
More than 5 years – –
Total 182.81 154.56
Total liabilities are analysed as follows:
Indian Rupees 182.81 154.56
Other currencies – –
Total 182.81 154.56
Analysed as:
Current 48.98 38.79
Non-current 133.83 115.77
Total 182.81 154.56
Lease Obligations
Lease commitments
The minimum Lease rental outstandings as of 31st March, 2022 in respect of these assets were as follows:
(Rs. in lakhs)
Total Minimum Lease Future Interest on Outstanding Present value of Minimum
Particulars payments outstanding as at of Lease payments as at Lease Payments as at
31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021
Within one year 72.03 58.78 23.05 19.99 48.98 38.79
Later than one year and not later than 5 years 159.16 137.88 25.33 22.11 133.83 115.77
Later than 5 years – – – – – –
Total 231.19 196.66 48.38 42.10 182.81 154.56
106

5.12 Analytical Ratios

Sl.
Particulars 2021-22 2020-21 Comments Numerator Denominator
No.
1 Current Ratio 2.06 1.99 – All Current Assets All Current Liabilities
2 Debt Equity Ratio (%) 7.22 6.90 – Total Debts Net worth = Shareholder equity Excl.
Revaluation reserve and Equity
through OCI
3 Debt Service Coverage Ratio 5.17 10.26 Utilisation of Cash credit facility PAT less Depreciation, Interest expense and Lease
has increased compared to last Amortisation, Finance Cost Payments
year resulting in higher interest and Loss on Sale of Assets
cost in FY 2021-22
4 Return on Equity (ROE) (%) 14.14 18.08 Higher Exceptional Income during Net Profit Average Net Worth
FY 2020-21 resulted in higher
Return on Equity in FY 2021-22
5 Inventory Turnover Ratio 4.25 3.55 – Cost of Goods Sold Average Inventory
6 Trade receivables turnover 12.34 9.28 Increase in Net Sales by 25% has Average Trade Receivables Net Sales
ratio increased the Trade receivables
T.O. in FY 2021-22
7 Trade payables turnover ratio 3.36 2.72 – Net Purchases Average Trade payables
8 Net capital turnover ratio 3.44 3.40 – Net Sales Working Capital
9 Net Profit Ratio (%) 5.22 7.30 Higher Exceptional Income during Net Profit Net Sales
FY 2020-21 resulted in higher Net
Profit Ratio during 2020-21
10 Return on capital employed 18.53 13.24 Increase in Net Sales by 25% Earnings before Interest Capital Employed = Net worth +
(ROCE) (%) has resulted in better PBT which and taxes Total Borrowings
resulted in better return on Capital
employed in FY 2021-22
11 Return on investment 15.70 51.23 Increase in market value of Change in market value of Investments at the beginning of the
investments in Equity Shares was Investments + Return on year
not as high in the current FY as investments - Expenses
compared to previous FY. relating to investments
Above figures include Human Pharma Division held for sale in subsequent year.
Comments for variance more than 25% have been provided.
5.13 Sale / transfer of the Human Pharma Division (Undertaking) of the Company to M/s BSV Pharma Private Limited
In terms of the consent from the Members of the Company by means of a Special Resolution passed through Postal Ballot Process on 23rd
April, 2022, the Human Pharma Division (Undertaking) of your Company stands transferred, as a going concern, on a slump sale basis, for a
consideration of Rs.805 crores (subject to adjustment for working capital and other items that are customary in such transactions) to M/s BSV
Pharma Private Limited (BSV), with effect from 9th May, 2022.
Profit from Human Pharma Operations:
(Rs. in lakhs)
S.No. Particulars
March 31, 2022 March 31, 2021
I Revenue from operations 19,804.34 16,046.93
II Other income 8.24 6.54
III Total Income (I+II) 19,812.58 16,053.47
IV Expenses
(a) Cost of materials consumed 113.32 70.71
(b) Purchases of stock-in-trade 5,203.14 3,941.47
(c) Changes in inventories of finished goods, stock-in-trade and Work-In-Progress (124.52) 229.10
(d) Employee benefits expense 6,985.45 6,637.74
(e) Finance costs 72.49 51.29
(f) Depreciation and amortisation expense 60.62 69.17
(g) Other expenses 4,207.94 3,610.96
Total expenses (IV) 16,518.44 14,610.44
107

(Rs. in lakhs)
V Profit before exceptional items and tax (III- IV) 3,294.14 1,443.03
VI Exceptional Items – –
VII Profit before tax (V-VI) 3,294.14 1,443.03
VIII Tax expense
(1) Current tax 986.33 477.09
(2) Tax relating to earlier years (Net) – –
(3) Deferred tax – –
986.33 477.09
Profit / (Loss) from Human Pharma operations held

IX 2,307.81 965.94
for sale in subsequent year (VII – VIII)
X Earning per share from Human Pharma operations (Rs.) 16.33 6.84
Major classes of Assets and Liabilities of Human Pharma Division classified as held for sale are as follows:
(Rs. in lakhs)
S.No. Particulars As at 31st March, 2022
I. ASSETS
(1) Inventories 750.02
(2) Trade Receivables 1,529.64
(3) Other Current Assets 149.00
Human Pharma Division - Assets held for sale in subsequent year 2,428.66
II. LIABILITIES
(1) Lease Liabilities - Long term 17.49
(2) Provisions - Long term 275.42
(3) Lease Liabilities - Short term 5.74
(4) Trade Payables
A) Total outstanding due to Micro Enterprises and Small Enterprises 173.68
B) Total outstanding due to creditors other than Micro Enterprises and Small Enterprises 508.81
(5) Other Financial Liabilities 936.82
(6) Provisions - Short term 230.70
Human Pharma Division - Liabilities held for sale in subsequent year 2,148.66
Net Assets directly associated with Human Pharma Division held for sale in subsequent year 280.00
Note: The Company has not re-presented the Balance Sheet of the prior period for Assets and Liabilities associated with the Human Pharma Division as the
same is exempted by Para 40 of Ind AS 105.
(Rs. in lakhs)
Statement of Cash Flows of Human Pharma Division
March 31, 2022 March 31, 2021
Net cash flow from operating activities 2,440.92 1,086.40
Net cash flow from investing activities – –
Net cash flow from financing activities (72.49) (51.29)
Net cash flow Human Pharma Division held for sale in subsequent year 2,368.43 1,035.11
5.14 Ind AS 115 Revenue from Contracts with Customers

(Rs. in lakhs)
Particulars
March 31, 2022 March 31, 2021
Revenue as per contracted price 79,576.61 63,442.86
Adjustments:
Less: Expected Turnover & Volume based Discounts & Liquidated Damages (181.44) (100.43)
Add: Other Operating Income 333.16 310.36
Revenue from Operations as per Statement of Profit and Loss 79,728.33 63,652.79
Expected Turnover & Volume based Discounts & Liquidated Damages consists of Quantity Purchase Scheme Rs.125.45 lakhs (PY Rs.36.63 Lakhs) & Discount
provision Rs.55.99 lakhs (PY Rs.63.80 Lakhs).
108

Disaggregation of revenue.
The Company derives revenues from the transfer of goods in the following major product lines:
(Rs. in lakhs)
Major Product Line
March 31, 2022 March 31, 2021
Foods 9,803.44 10,162.14
Others 48.01 30.94
Total Revenue from Operations 79,728.33 63,652.79
Reconciliation of Refund Liability

(Rs. in lakhs)
Particulars As at 31st March, 2022 As at 31st March, 2021
Balance at the beginning of the year 1,364.63 1,328.60
Add: Net increase due to invoicing during the year 200.68 36.03
Balance at the end of the year 1,565.31 1,364.63
Contract Liability Movement (BIRAC)

(Rs. in lakhs)
Balance at the beginning of the year 10.35 –
Add: Net increase due to invoicing during the year 29.96 10.35
Less: Decrease due to transfer of depreciation to Subsidy income 21.89 –
Balance at the end of the year 18.42 10.35
5.15 Deferred Revenue Income

During the financial year 2019-20, the Company had received grant in the nature of exemption of custom duty on import of Machineries
amounting to Rs.170.36 lakhs with certain conditions related to export of goods under Export Promotion Capital Goods (EPCG) Scheme of
Government of India. This waiver had been treated as Government Grant in the books as per Ind-AS 20, wherein the Company had shown the
amount of waiver as a Deferred Income Liability that will be taken to Statement of Profit and Loss on a systematic basis over the period within
which the Company has to fulfil the export obligations. Management is confident of fulfilling the export obligation, through exports from Jaipur
and Hosakote within the prescribed time lines.
Grant-In-Aid: The Company has entered into a Grant-in-aid Letter Agreement (GLA) with Biotechnology Industry Research Assistance Council
(BIRAC) for the project titled “Pilot Clinical Investigation of Rigid Tilting Disc TTK Chitra – Titanium Heart Valve Model TC2 – the next version
of the highly successful TTK – Chitra Heart Valve, Model TC1”. The main objectives of this project are (i) to manufacture 100 Nos. of valves
for the clinical trial; and (ii) to complete the clinical trial involving 40 patients and the follow-up of valve performance, as per the study plan and
submission of the final Pilot Study Clinical Investigation Report to BIRAC. The duration of the project is 24 months from date of acceptance of
GLA and the total project cost is Rs.291.08 lakhs.
The Company had purchased Fixed Assets amounting to Rs.40.31 lakhs using funds received from BIRAC which was accounted as Deferred
Revenue Income. Depreciation on the above assets for the year amounting to Rs.21.89 lakhs and Revenue Expenditure amounting to Rs.31.86
lakhs have been recognized as Subsidy Received and included in Other Operating Income. Deferred Revenue Income of Rs.18.42 lakhs (after
depreciation) is shown, as on 31st March, 2022. (P.Y. Rs.10.35 lakhs).
Breakup for Deferred Revenue Income:
(Rs. in lakhs)
EPCG 170.36 170.36
BIRAC 18.42 10.35
Total 188.78 180.71
109

5.16 The second wave of CoVID-19 and the extended lockdown during the First Quarter of the financial year 2021-22 impacted the business of the
Company. However, considering the ongoing vaccination drive and other sustainable actions taken by the Management, both with reference
to the environment and its employees' health, the impact has been minimal.
5.17 Disclosure in Relation to Undisclosed Income
During the year, the Company has not surrendered or disclosed any income in the tax assessments under the Income Tax Act, 1961 (such as
search or survey or any other relevant provisions of the Income Tax Act, 1961). Accordingly, there are no transactions which are not recorded
in the books of accounts.
5.18 Disclosure of Transactions with Struck off Companies
The Company has reviewed transactions to the extent of information available for the purpose of identifying transactions with struck off
Companies. Based on the above, there are no transaction with Struck off Companies in the current financial year.
5.19 Disclosure requirements as notified by MCA pursuant to amended Schedule III
Nothing to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
(c) Registration of charges or satisfaction with Registrar of Companies
(d) Relating to borrowed funds:
(i) Wilful defaulter
(ii) Utilisation of borrowed funds & share premium
(e) Loans to Related Parties
(f) Investments/advances through intermediaries
(g) Effect of scheme of arrangement
(h) Compliance with number of layers
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with understanding that intermediary shall -
(i) Directly to indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(Ultimate Beneficiaries); or
(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(j) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding party) with the understanding
(Whether recorded in writing or otherwise) that the Company shall -
(i) Directly to indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funded party
(Ultimate Beneficiaries); or
(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
5.20
Events occurring after balance sheet date
On 23rd May, 2022, the Board of Directors of the Company have proposed a dividend of Rs.10/- per share for the year ended 31st March, 2022,
subject to the approval of Shareholders at the 64th Annual General Meeting. If approved, this would result in cash outflow of Rs.1,413.03 lakhs.
5.21 Approval of Financial Statements
The Financial Statements were approved for issue by the Board of Directors on May 23, 2022.

Place : Chennai
Date : May 23, 2022
110
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Annual Report 202122

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64th

TTK Healthcare Limited

Financial Highlights ........................................................... 2 Independent Auditor's Report........................................... 54

BOARD OF DIRECTORS DEPOTS

* The presentation is in line with Indian Accounting Standards (Ind AS).

Financial Highlights (Contd.)

** Include Exceptional Item(s).

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Nature of Appointment Retirement by rotation and seeking reappointment

BY ORDER OF THE BOARD

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

BY ORDER OF THE BOARD

Board’s Report (Contd.)

Board’s Report (Contd.)

Board’s Report (Contd.)

Board’s Report (Contd.)

Board’s Report (Contd.)

Board’s Report (Contd.)

Board’s Report (Contd.)

Board’s Report (Contd.)

Board’s Report (Contd.)

For and on behalf of the Board

Annexures to the Board's Report

1. Brief outline on CSR Policy of the Company:

2. Composition of CSR Committee:

Annexures to the Board’s Report (Contd.)

8. a. CSR amount spent or unspent for the financial year

(7) (8) (9) (10) (11)

Annexures to the Board’s Report (Contd.)

Annexures to the Board’s Report (Contd.)

(2) Details of material contracts or arrangements or transactions at arm's length basis:

For and on behalf of the Board

Annexures to the Board’s Report (Contd.)

Annexures to the Board’s Report (Contd.)

For A K Jain & Associates

Our report of even date is to be read along with this letter.

For A K Jain & Associates

Annexures to the Board’s Report (Contd.)

Our report of even date is to be read along with this letter.

For A K Jain & Associates

Annexures to the Board’s Report (Contd.)

(i) Steps taken or impact on conservation of yy M

(B) Technology Absorption:

(i) Efforts made towards technology absorption: Heart Valve Division:

Annexures to the Board’s Report (Contd.)

(iii) In case of imported technology (imported

(a) Details of technology imported

(b) Year of import

(d) If not fully absorbed, areas where ab-

(iv) Expenditure incurred on Research and 2021-22 2020-21

(C) Foreign Exchange Earnings and Outgo:

For and on behalf of the Board

Annexures to the Board’s Report (Contd.)