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Directors Report of Titan Biotech Ltd.

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

 
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