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Directors Report of Titan Biotech Ltd.

Mar 31, 2016

To,

The Members,

Your Directors have pleasure in presenting their 24th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2016.

(Amt. in Lakhs of Rupees)

FINANCIAL RESULTS: STANDALONE CONSOLIDATED

Particulars

Current Year 2015-2016

Previous Year 2014-2015

Current Year 2015-2016

Previous Year 2014-2015

Sales

4873.86

4241.25

4889.63

4241.25

Profit for the year before interest, depreciation and tax

433.90

428

440.90

428

Less : Interest

98.67

99.22

98.72

99.22

Less : Depreciation

76.48

83.84

77.06

83.84

Profit/Loss before tax

258.75

245.00

265.12

245.00

Provision for Taxation

86.40

81.81

88.30

81.81

Profit/Loss after Tax

172.34

163.19

176.82

163.19

Surplus brought forward from Previous Year

773.46

680.13

772.05

680.13

Profit available for Appropriations

945.81

843.32

948.87

843.32

Proposed Dividend including Tax

69.85

69.85

69.85

69.85

Balance Carried to Balance Sheet

875.95

773.46

879.01

773.46

PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing of biotech products which has resulted in a turnover of Rs. 4873.86 lakhs. As compared to turnover of Rs. 4241.25 lakhs in the last financial year and earned Net Profit before tax of Rs. 258.75 lakhs as compared to Rs. 245.00 lakhs during the last financial year.

CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with generally accepted accounting principles in India (India GAAP). These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of Subsidiary Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 16 (Sixteen) times during 2015-16. The details of the meetings attended by each director is provided in the Corporate Governance Report attached to the directors'' report. The Board met sixteen times during the year 2015-16, on 23.04.2015, 28.05.2015, 20.07.2015, 27.07.2015, 29.07.2015, 22.08.2015, 27.08.2015, 11.09.2015, 28.09.2015, 10.10.2015, 29.10.2015, 21.11.2015, 12.01.2016, 29.01.2016, 22.02.2016 and 29.03.2016.

Name

Category

No. of board meetings held during 2015-2016

Mr. Naresh Kr. Singla

Managing Director

16

Mr. Suresh Chand Singla

Managing Director

13

Mrs. Manju Singla

Non-Executive Woman Director

16

Mr. Sachin Gupta

Non-Executive Independent

16

Mr. Hitesh Kohli

Non-Executive Independent

16

Mr. Praveen Somani

Non-Executive Independent

13

Mr. Parvesh Goel

Non-Executive Independent

16

Mr. Raja Singla

Non Executive Director

14

Ms. Supriya Singla

Non Executive Director

16

COMMITTEES OF THE BOARD OF DIRECTORS

- Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met four times during the year 2015-16, on 28th May 2015, 29th July 2015, 29th October, 2015 and 29th January, 2016. The attendance of the Audit Committee Members was as under.

Name

Category

No. of Meeting(s) Attended

Mr. Sachin Kumar Gupta

Non-executive Chairman

4

Mr. Hitesh Kohli

Non-executive Independent

4

Mr. Pravesh Goel

Non-executive Independent

4

Mrs. Manju Singla

Non-executive

4

Mr.Praveen Somani

Non-executive Independent

2

- Remuneration Committee

The Remuneration Committee met once in the year 2015-16 on 16th April, 2015 during the last year. The attendance of members of Remuneration Committee was as:-

Name

Category

No. of Meeting(s) Attended

Mr. Sachin Kumar Gupta

Non-executive, Independent

1

Mr. Hitesh Kohli

Non-executive, Independent

1

Mr. Pravesh Goel

Non-executive, Independent

1

Mr. Praveen Somani

Non executive, Independent

1

Mrs. Manju Singla

Non executive

1

- Shareholders/Investor''s Grievance Committee.

The Board had delegated the power to attend investor complaints to Shareholders and Investors Grievance Committee. The Shareholders/Investors'' Grievance Committee met four times up to 31st March, 2016 i.e. on 18th April, 2015, 14th July, 2015, 9th October, 2015, and 3 rd February, 2016. The attendance of the Members of Share Transfer & Shareholders / Investors'' Grievance Committee was as under:

Mr. Suresh Chand Singla

Managing Director

4

Mr.Naresh Kumar Singla

Managing Director

4

Mr. Sachin Kumar Gupta

Non-exectuive Chairman

4

MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 25th March, 2016. All the four independent directors were present in the meeting.

STATE OF COMPANY AFFAIRS

The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods, Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture Media and Chemicals.

FUTURE PLANS

The Company plans to promote its products domestically as well as internationally in new markets by participating in important exhibitions, conferences and seminars in and outside India and doing aggressive marketing and advertisement to tap the market. The Company also plans to modernize its existing factory at A-902A, RIICO Industrial Area phase-III, Bhiwadi, Rajasthan. The Company has already started renovation of existing building and production facilities. It will also change required machinery and install machineries which are most cost efficient and more productive. The International standards for designing of laboratory at the works are also considered and will be adopted to the extent possible. The look of existing factory will be modernized and updated.

FIXED DEPOSIT

During the period of under review, the Company has not accepted any deposits.

DIVIDEND

A final dividend of 7.5% has been recommended by your Directors for the year ended 31st March, 2016 to the shareholders. The final dividend shall be paid within prescribed time under law after your approval at ensuing Annual General Meeting.

TRANSFER TO RESERVES

A Sum of Rs. 1, 02,48,746.60 was transferred to General Reserves out of the Profits for the Current year and the Reserves and Surplus increased from Rs. 12,73,46,769.00 to Rs. 13,75,95,515.60 after providing for Dividend for the financial year ended on 31st March, 2016.

DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

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

POLICIES ADOPTED BY COMPANY

The policies of the company are placed on the website of the company at: http://www.titanbiotechltd.com in investors sub link.

MODERNISATION OF EXISTING FACTORY

The Company has already started modernization of its existing plant, Building at A-902A, RIICO Industrial Area, Bhiwadi, Rajasthan for meeting international standards and quality improvement. With improvement in Building and Modernization of Existing Plant, Company will be able to cater the needs of its customers in a better way and provide high quality products meeting international standards to its domestic as well as overseas customers.

DIRECTORS

Mr Raja Singla shall retire in this Annual general meeting and being eligible offers himself for re-appointment.

All the independent directors namely Mr. Sachin Gupta, Mr. Praveen Somani, Mr. Parvesh Goel and Mr. Hitesh Kohli have furnished a statement of declaration to be given by independent directors under sub section (6) of Section 149 of Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

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

(4) That the directors had prepared the accounts for the financial year ended 31st March, 2016 on a going concern basis.

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

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

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on 28.05.2015, 29.07.2015, 29.10.2015 and 29.01.2016.

II. At the invitation of the Company, representatives from various divisions of the Company, Internal Auditors, Statutory Auditors and Company Secretary who is acting as secretary to the Audit Committee also attended the Audi Committee meeting to answer and clarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under clause 49 of Listing Agreement as well as in Sec. 177 of the Companies act, 2013.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants shall cease to be auditors at the ensuing Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. The Board examined various proposals for assignment of Audit Work from Chartered Accountants Firms and after discussion proposed to appoint M/s Sunita Agrawal & Company as Statutory Auditor of the company for a period from current AGM and upto 29th AGM of Company with ratification of appointment in every AGM and subject to approval of Shareholders. Therefore, the company proposes to appoint M/s Sunita Agrawal & Company as Statutory Auditors of the Company. They are not related in any way to previous Auditors of Company.

AUDITORS'' REMARK

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had earnings of Rs. 868.63 lakhs and outgo of Rs. 490.42 lakhs of foreign exchange.

LISTING OF SHARES

a) The Company securities have not been suspended from trading.

b) The securities of the Company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

Information of Subsidiary/Associate Companies

Your Company have a subsidiary as per Companies Act, 2013 named Peptech Biosciences Limited during the year ended 31st March, 2016. The information in prescribed form is attached as Annexure-1

Form no. AOC -2 pursuant to clause h of sub-section 3 of Section 134 of Companies Act, 2013 and Rules 8(2) of Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts, arrangements entered into by the company with related parties referred to in sub-section 1 of Section 188 of the Companies Act, 2013:

1. Detail of Contracts or Arrangements or Transactions not at arm''s length basis:-

Titan Biotech Limited has not entered into any contract or arrangement or transaction with any related party which is not at arm''s length pursuant to Section 188 of Companies Act, 2013 during the year 2015-16.

2. Details of Contracts or Arrangements entered into at arm''s length basis:-

Titan Biotech Limited has not entered into contract or arrangement or transaction with related parties.

Vigil Mechanism

The Company has established policy for Vigil Mechanism and the same is placed on the website of the company at www.titanbiotechltd.com.

Risk Management

The provisions related to Risk Management Policy are not applicable to Company.

Corporate Social Responsibility

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

Board Evaluation

The Board of Directors have carried out evaluation of its own performance, that of its committees and individual directors pursuant to the provisions of the Act and corporate governance requirements under SEBI Regulations. The Evaluation was done taking in view the inputs given by each director, preparedness on issues to be discussed, meaningful and constructive contribution. In a separate meeting of the independent directors, performance of non independent directors was evaluated. The Evaluation of director''s performance was discussed at the Board Meeting.

Policy on Directors Appointment, Remuneration and other details

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the Company.

Internal Financial Control System and their Adequacy

The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

No complaint on sexual harassment was received by the Company during the financial year under review.

Extract of Annual Return

Extract of Annual Return has been annexed to the Directors Report as Annexure -2 and forms a part of it.

Disclosure of Information of KMP remuneration pursuant to Rule 5( 1) of Companies (Appointment and Remuneration of Remuneration of Managerial Personnel) Rules, 2014.

The disclosure of information is attached as Annexure to Directors Report as Annexure -3

Nomination and Remuneration Policy

The nomination and remuneration policy of Titan Biotech Limited for directors appointment and remuneration is attached as Annexure-4.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been issued by M/s NKS & Company regarding compliance of various laws is also annexed hereto as Annexure-5

Conservation of Energy, Technology Absorption

The disclosure of Conservation of Energy and Technology Absorption is attached as Annexure-A and forms part of the directors Report.

ANNEXURE- A FORM A

Disclosures of particulars with respect to Conservation of Energy.

A. POWER AND FUEL CONSUMPTION

Current Year 31.03.2016

Previous Year 31.03.2015

1.

Electricity

a) Purchased

Unit

1090709

1111522

Total Amount (in Rs.)

8711747

7784633

Rate/ Unit (in Rs.)

7.99

7.00

b) Own Generation

Through Diesel Generator

Units

39661

68767

Units per Ltr. of Diesel

5.50

5.50

Cost/Unit (in Rs.)

8.89

9.75

c) Through steam turbine/

Generator Units

NA

NA

Units per Ltr.

NA

NA

Fuel oil/gas (in Ltrs.)

NA

NA

Cost/Unit (in Rs.)

NA

NA

2.

Coal

Quantity (Tonnes)

1014.64

929.14

Total Cost (in Rs.)

5131382

6159439

Average rate per ton (in Rs.)

5057.34

6629.18

3.

Furnace Oil

Quantity (Kilo Ltrs.)

NA

NA

Total Cost (in Rs.)

NA

NA

Average Rate

NA

NA

Current Year 31.03.2016

Previous Year 31.03.2015

4.

LDO For Boiler/Thermic F Heater

HSD for Boiler (Amount)

3173640

6033184

No. of Hrs. TFH Run

2163

3751

Steam Generated

5

Other/ Internal Generation

Quantity

NA

NA

Total Cost

NA

NA

Rate/Unit

NA

NA

CONSUMPTION PER UNIT OF PRODUCTION

S. No.

Units of Products

Current Year

Previous Year

1.

Electricity

Units/kg

7.99

7.00

2.

LDO

Units/kg

NIL

NIL

3.

Coal

NA

5.05

6.63

4.

Others if any

NA

NIL

NIL

B. TECHNOLOGY ABSORPTION

The efforts made by the company in Technology Absorption is as per Form- B

FORM- B

Disclosures of particulars with respect to Technology Absorption Research and Development (R&D)

1. Specific areas in which R & D carried out by the Company

Development activities of the Company are directed towards Energy conservation, Pollution Control, Quality Improvement and Process Improvement in the Existing Manufacturing System.

2. Benefit Derived as a result of the above R & D:

I. The Company Has been able to produce quality Biological products confirming to international Standards.

II. Cost effectiveness and cost consciousness.

III. Improvement in specific consumption of energy.

IV. Environment protection measures have been given excellent results.

3. Future plans of action:

The Company has planned to cover the following areas under the R & D activities:-

I. To provide complete basic facilities in carrying out basic and applied results relating to Biotechnology Industry.

II. Such facilities will include product approach, analytical aspects of raw material used and intermediates

III. Product innovations, process development/ improvement through latest available worldwide technologies.

IV. Constant efforts towards cost effectiveness means of packaging acceptance in the world market.

4. Expenditure on R & D

Current Year

Previous Year

a) Capital

NIL

NIL

b) Recurring

237594

530956

c) Total

237594

530956

d) Total R & D Expenditure as a percentage of total turnover

0.05

0.13

Technology Absorption, Adoption and Innovation:

(1) The Company is endeavoring to bring in latest technologies for introducing new molecules.

(2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development etc.

The Company has developed its own technology for achieving high yield in Biological Peptones and Extract and Dehydrated Culture Media with special emphasis on process improvement.

(3) Imported technology (Imported during last 5 years reckoned from the beginning of financial year):

The Company has not imported any technology.

C. Foreign Exchange Earning and Outgo

(a) Activities relating to exports; Initiative taken to increase exports, development of new markets for products and export plans:

(b) Total Foreign Exchange Earned : Rs. 868.63 lakhs

(c) Total Foreign Exchange Used : Rs. 490.42 lakhs

For Titan Biotech Limited For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director

DIN 00027706 DIN 00027448

Date :31.08.2016

Place: Delhi


Mar 31, 2014

The Members,

The Directors have pleasure in presenting their 22nd Annual Report and Audited Accounts of the Company for the year ended 31st March 2014.

(Amt. in Lakhs of Rupees) FINANCIAL RESULTS: CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013

Sales 4085 2853

Gross Profit for the year before interest, 328 269

depreciation and tax

Less: Interest 23 35

Depreciation 81 36

Profit/Loss before tax 223 198

Provision for Taxation 74 67

Profit & Loss after tax 149 131

Surplus brought forward from Previous Year 742 654

Profit available for Appropriations 742 654

Proposed Dividend including Tax 62 62

Balance Carried to Balance Sheet 680 592

PERFORMANCE AND REVIEW

During the year under review the company has carried out manufacturing as well as trading activities, which has resulted in a turnover of Rs. 4085 lakhs as compared to turnover of Rs. 2853 Lakhs in the last financial year and earned Net Profit before tax of Rs.223 Lakhs as Compared to Rs.198 Lakhs during the last financial year.

FUTURE PLANS

The company is contemplating to participate in important exhibitions, seminars, and conferences, trade shows etc in the current year in India as well as Abroad including Arab Lab, CPHI India etc. and will launch aggressive marketing and advertisement to tap the market.

FIXED DEPOSIT

During the period of under review, the company has not accepted the deposits.

DIVIDEND

A final dividend of 7.5% has been recommended by your Directors for the year ended 31st March, 2014 to the shareholders. The final dividend shall be paid after your approval at Annual General Meeting.

COMPLETION OF NEW FACTORY

The Shareholders would be pleased to know that the installation of Plant and machinery at the new factory of company at E-540, Industrial Area, Chopanki, Bhiwadi had been completed and production has been commenced at the new works with all necessary approvals from concerned authorities.

DIRECTORS

Mr. Parvesh Goel shall retire in this Annual general meeting and being eligible offers himself for re-appointment for 5 years as independent Director not liable to retire by rotation u/s 149 of Companies Act, 2013.

Mr. Hitesh Kohli shall retire in this Annual General Meeting and being eligible offers himself for re-appointment for 5 years as independent Director not liable to retire by rotation u/s 149 of Companies Act, 2013.

Mr. Sachin Gupta and Mr. Praveen Somani are being proposed to be appointed as Independent Directors for a period of 5 years under section 149 of Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Companies Act, with respect to Director''s Responsibility Statement, it is hereby confirmed:

(1) that in the preparation of the annual accounts for the financial year ended 31st March 2014 the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

(3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

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

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on 29.05.2013, 30.07.2013, 29.10.2013 and 29.01.2014.

II. At the invitation of the Company, representatives from various divisions of the Company, Internal Auditors, Statutory Auditors and Company Secretary who is acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under clause 49 of Listing Agreement as well as in Sec. 292 A of the Companies act, 1956.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants shall retire at the ensuing Annual General Meeting & Being eligible offer themselves for reappointment. They have also furnished a certificate of eligibility for re-appointment u/s 139 (1) of the Companies Act, 2013. The board recommends their re-appointment as auditors of your Company for the period from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration as may be decided by the Board.

AUDITORS'' REMARK

The observation made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS REFERED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption is enclosed as per Annexure-A

PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees drawing remuneration of more than Rs. 5,00,000/- or more per month and/or Rs.60,00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your company had earnings Rs.1,717.86 Lakhs and outgo Rs 493.56 Lakhs of foreign exchange.

LISTING OF SHARES

a) The company securities have not been suspended from trading.

b) The securities of the company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of company will continue to be listed is as under:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower,

Dalal Street, Mumbai

A. TECHNOLOGY ABSORBTION

The efforts made by the company in Technology Absorption is as per Form-B FORM - B

Disclosures of particulars with respect to Technology Absorption Research and Development (R & D)

1. Specific areas in which R & D carried out by the company

Development activities of the company are directed towards Energy conservation, Pollution Control, Quality Improvement and Process Improvement in the Existing Manufacturing System.

2. Benefit derived as a result of the above R & D:

I. The Company has been able to produce quality Biological products confirming to international standards.

I. Cost effectiveness and cost consciousness.

III. Improvement in specific consumption of energy.

IV. Environment protection measures have been given excellent results.

3. Future plans of action:

The Company has planned to cover the following areas under the R & D Activities:-

I. To provide complete basic facilities in carrying out basic and applied results relating to Biotechnology Industry.

II. Such facilities will include product approach, analytical aspects of raw material used and intermediates.

III. Product innovations, process development/improvement through latest available worldwide technologies.

IV. Constant efforts towards cost effectiveness means of packaging acceptance in the world market.

4'' Expenditure on R & D Current Year Previous Year

a) Capital NIL NIL

b) Recurring 308962 202140

c) Total 308962 202140

d) Total R & D Expenditure as a 0.079 0.074

percentage of total turnover

Technology Absorption, Adoption and Innovation:

(1) The Company is endeavoring to bring in latest technologies for introducing new molecules.

(2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development etc.

The Company has developed its own technology for achieving high yield in Biological Peptones and Extract and Dehydrated Culture Media with special emphasis on process improvement.

(3) Imported technology (Imported during the Last 5 years reckoned from the beginning of financial year):

The Company has not imported any technology.

C. Foreign Exchange Earning and outgo:

(a) Activities relating to exports; Initiative taken to increase exports, development of new markets for products and services; and export plans:

(b) Total Foreign Exchange Earned : Rs 1,717.86 Lacs

(c) Total Foreign Exchange Used : Rs 493.56 Lacs

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banker, Government Agencies, Shareholders, customers and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the success of the operation for the company.

For and on the behalf of the Board of Directors Naresh Kumar Singla Suresh Chand Singla Date: 03.09.2014 Managing Director Managing Director Place: New Delhi DIN 00027448 DIN 00027706


Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report and Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Rupees in Lacs.)

CURRENT YEAR PREVIOUS YEAR

2009-10 2008-09

Sales 1607 1344

Gross Profit for the year before

interest, depreciation and tax 156 142

Less: Interest 2 30 32

Depreciation 28

Profit/Loss before tax 126 110

Provision for Taxation 43 39

Balance Carried to Balance Sheet 83 71

Surplus Brought forward from

Previous Year 294 223

Profit Available for Appropriation 377 294

Proposed Dividend incl. Tax 32 0

Balance Carried to Balance Sheet 345 294



PERFORMANCE AND REVIEW

During the year under review the company has carried out manufacturing as well as trading activities, which has resulted in a turnover of Rs. 1607 lacs and earned Net Profit of Rs. 83 Lacs. The Company has developed Amino acid Chelates and harmonized media. Amino Acid Chelates has application in Agriculture and Veterinary industry. Harmonized media has been developed to serve microbiology research Institute and in various application of microbiology like food, aquatic veterinary, cosmetics, Pharma and Health care and medical.

FUTURE PLANS

The company is contemplating to undertake to appoint some additional dealers and is also undertaking to launch aggressive marketing and advertisement to tap the market. Company is also setting up a new factory at Chopanki, Bhiwadi for manufacture of Biological goods like Peptones, Protein Hydrolysales, Biological extracts etc.

FIXED DEPOSIT

During the period of under review, the company has not accepted any public deposits.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.50 per equity share (5%) of face value of Rs. 10/- for the year 2009-10

DIRECTORS

Mr. J.S Varshneya shall retire in this Annual General Meeting.

Mrs. Manju Singla who shall retire in this Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. that the directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on 29th April 2009, 28th July 2009, 03rd September 2009, 30th October 2009 and 27th January 2010.

II. At the invitation of the Company, representatives from various divisions of the company, statutory auditors and company secretary who is acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarity queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committees under clause 49 of Listing Agreement as well as in Sec. 292A of the Companies Act, 1956.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants, shall retire at the ensuing Annual General Meeting & being eligible offer themselves for reappointment.

AUDITORS REMARK

The observation made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS REFERRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption is enclosed as per Annexure-A

PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees drawing remuneration of more than Rs. 2, 00,000/- or more per month and/or Rs.24, 00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your company had foreign earnings of Rs. 146.60 Lacs/and foreign exchange outgo of Rs. 57.87 Lacs/-.

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT

A. The company securities have not been suspended from trading.

B. The securities of the company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of company will continue to be listed is as under:

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Tower,

Dalal Street

Mumbai

NEW FACTORY : The Company is also tutting up a New Plant at E-540, Chopanki, Bhiwadi, Rajastjan of Biotech Products.

By Order of the Board of Directors of

Titan Biotech Ltd.

Place: New Delhi Naresh Kumar Singla Suresh Chand Singla

Date: 06.09.2010 Managing Director Managing Director


Mar 31, 2000

The Directors have pleasure in presenting their 8th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2000.

FINANCIAL RESULTS : (Rs. in Lacs)

Current Year Previous Year 1999-2000 1998-99

Sales 624.45 501.89

Gross Profit for the year before interest, depreciation and tax 36.51 26.65

Less : Interest 7.15

Depreciation 19.37 26.52 25.20

Profit/Loss before tax 9.99 1.45

Provision for Taxation 1.15 0.15

Balance Carried to Balance Sheet 8.84 1.30

PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing as well as trading activities, which has resulted into a turnover of Rs. 624.45 lacs and earned cash profit of Rs. 29.36 lacs.

FUTURE PLANS

The Company is contemplating to undertake to appoint some additional dealers and is also undertaking to launch aggressive marketing and advertisement to tap the market.

FIXED DEPOSIT

During the period under review, the Company has not accepted the deposits. There are Rs. 4,02,418 overdue and unclaimed deposits for the year ending 31st March, 2000.

DIRECTORS :

Mr. Suresh Chand Singla and D.G.Ramaiah Directors retire in this Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS:

M/s. N. C. Maheshwari & Co., Chartered Accountants, the retiring auditors of the Company have given their consent for re-appointment if made. They have also furnished a certificate of eligibility for re- appointment u/s 224(1) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. N. C. Maheshwari & Co. as auditors of your Company for the period from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting.

AUDITORS REMARKS

The observations made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS REFERRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption is enclosed as annexure - A

PARTICULARS REFERRED U/S. 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees darwing remuneration of more than Rs. 50,000/- or more per month and/or Rs. 6,00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had no earnings and outgo of foreign exchange.

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT

a) Share of the Company has not been delisted.

b) The Company securities have not been suspended from trading.

c) The securities of the Company are listed at the following stock exchanges and Annual Listing Fee has since been paid to the Stock Exechange Mumbai. However the amounts to Jaipur & Delhi Stock Exchange has not been paid and the matter is in correspondence.

1. Jaipur Stock Exchange Ltd. — Stock Exchange Building, J.L.N. Marg, Malviya Nagar, Jaipur

2. The Stock Exchange Bombay — Phirose Jeejeebhoy Tower, Dalai Street, Mumbai

3. The Delhi Stock Exchange Association — Asaf Ali Road, New Delhi

DEMATERIALISATION OF SHARES

After the introduction of the Depository system by the Depositories Act, 1996 many companies have been asked to get their securities dematerialised compulsorily. SEBI has also directed your company to join both the depositories i.e. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) before 26.12.2000. Your Company is taking necessary steps to enter into an agreement with the CDSL & NSDL for dematerialisation of shares.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co- operation extended by the Banker, Government Agencies, Shareholders and Customers and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for its success of the operations of the Company.

for and on behalf of the Board of Directors

Naresh Kumar Singla Suresh Chand Singla Managing Director Director

Place : New Delhi Dated : 4th September, 2000

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