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Directors Report of Titan Biotech Ltd.

Mar 31, 2023

The Directors present this 31^stAnnual Report of Titan Biotech Limited along with the audited financial statements for the financial year ended March 31, 2023.

The consolidated performance of the Company and its associate has been referred to wherever required.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

			(Amt. in Lakhs of Rupees)
	Standalone		Consolidated
Particulars	Current Year 2022-2023	Previous Year 2021-2022	Current Year 2022-2023	Previous Year 2021-2022
Revenue from operations	14,399.93	12354.88	14,399.93	15,280.97
Other income	194.31	94.12	194.31	102.25
Revenue	14,594.24	12449.01	14,594.24	15,383.22
Expenses
Operating expenditure	11459.40	9236.81	11459.40	11,181.29
Profit for the year before depreciation, Finance Costs, exceptional item and tax	2,488.36	3212.19	2,488.36	4201.93
Less: Finance Costs	63.20	78.38	63.20	128.26
Less: Depreciation	260.04	236.91	260.04	253.84
Profit/Loss before tax and exceptional item	2,811.60	2896.90	2,811.60	3819.83
Provision for Taxation	709.12	728.47	709.12	964.52
Exceptional item	-	-	-	-
Profit/Loss after Tax	2,102.48	2168..44	2,102.48	2855.31
Share in profit of associate	-	-	381.93	-
Profit/Loss	2,102.48	2168..44	2,484.41	2,168.44
Other Comprehensive Income (Net of Tax)	6.21	(2.08)	6.21	(2.08)
Total Comprehensive Income for the period	2,108.69	2,166.36	2,490.62	2,166.36
EPS (in Rs.)	25.44	26.24	25.44	26.24

2. PERFORMANCE AND REVIEW

The total revenue for FY 2023 was Rs. 14,594.24 /- lakhs, increase by 17 % percent over the previous yearâs revenue of Rs. 12,449.00/- lakhs. The profit after tax (âPATâ) for FY 2023 and FY 2022 was Rs. 2,490.62/- lakhs and Rs. 2,166.36/-Lacs, respectively.

3. CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. 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 associate Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended asâAnnexure-1â.

4. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 15 (Fifteen) times during 2022-2023. The details of the meetings attended by each Director is provided in the Corporate Governance Report attached to the Directorsâ Report. The Board met fifteen timesduring the year 2022-2023, on21 April 2022, 19 May 2022, 30 May 2022, 16 June 2022, 16 July 2022, 10 August 2022, 26 August 2022, 17 September 2022, 01 October 2022, 19 October 2022, 14 November 2022, 10 January 2023, 04 February 2023, 01 March 2023, and 27 March 2023. The gap between any two Board Meetings did not exceed 120 days.

Name of Director	Status	No. of Board Meetings attend during 2022-2023
Mr. Naresh Kumar Singla	Managing Director -Executive Director	13
Mr. Suresh Chand Singla	Managing Director-Executive Director	13
Mrs. Manju Singla	Non-Executive Woman Director	15
Ms. Supriya Singla	Non-Executive Director	15
Mr. Abhishek Agarwal	Non-Executive Independent	7
Mrs. Rekha Dalmia	Non-Executive Independent	15
Mr. Rohit Jain	Non-Executive Independent	15
Mr. Raja Singla	Whole Time DIrector-Executive Director	7

5. COMMITTEES OF THE BOARD OF DIRECTORS â¢ Audit Committee

The details pertaining to the composition of the Audit Committee and other details are included in the Corporate Governance Report, which is a part of this report.

â¢ Nomination &Remuneration Committee

The details pertaining to the composition of the Nomination & Remuneration Committee and other details are included in the Corporate Governance Report, which is a part of this report.

â¢ Stakeholder Relationship Committee

The details pertaining to the composition of the Stakeholders Relationship Committee and other details are included in the Corporate Governance Report, which is a part of this report.

â¢ Corporate Social Responsibility Committee

The details pertaining to the composition of the Corporate Social Responsibility Committee and other details are included in the Corporate Governance Report, which is a part of this report.

6. MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 18/03/2023. All the independent directors were present in the meeting.

7. 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.

8. FUTURE PLANS

9. FIXED DEPOSIT

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

10. DIVIDEND

The Board of Directors at their meeting held on May 29, 2023, has recommended payment of Rs.1.80/- (@18%) per equity share of the face value of Rs. 10/- each as final dividend for the financial year ended March 31,2023.

The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

11. TRANSFER TO RESERVES

A Sum of Rs. 2,102.48 /- lakhs was transferred to General Reserves out of the Profits for the Current year and the retained earning increased from Rs. 6,921.68/- lakhs to Rs. 8,900.21/- lakhs..

12. 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.

13. POLICIES ADOPTED BY COMPANY

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

14. 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 Modernisation 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.

15. DIRECTORS

Mrs. Manju Singla and Mr. Raja Singla shall retire in this Annual general meeting and being eligible offers herself/himself for reappointment. A resolution seeking shareholdersâ approval for her re-appointment along with other required details forms part of the Notice. The details of remuneration of Directors may be referred to in the Corporate GovernanceReport.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

In the opinion of the Board, all our Directors, as well as the Director appointed during the financial year, possess requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar Singla and Mr. Suresh Chand Singla, Managing Director, Mr. Raja Singla, Whole Time Director, Mr. Prem Shankar Gupta, Chief Financial Officer and Mr. Charanjit Singh, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2023.

16. DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2023 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 31^st March, 2023 on a going concern basis.

(5) The Directors had laid down se 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.

17. AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139 and 141 of the Act and the rules made thereunder, M/s A N S K & Associates, Chartered Accountants (Firm Registration No.:026177N)were appointed as Statutory Auditors of the Company from the conclusion of 30^th Annual General Meeting held on 30^th September, 2022 till the conclusion of the Annual General Meeting of the Company to be held in the year 2027.

The notes on account referred to in Auditorâs Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Auditorsâ Report on the financial statements of the Company for the financial year ended March 31,2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditorsâ Report is enclosed with the financial statements forming part of the annual report.

Secretarial Auditor

Pursuant to Section 204 of the Act, Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2023. The Report of the Secretarial Auditor is annexed as âAnnexure 5â to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the recommendation from the Committee on Corporate Governance, constituted by the Government, in its report dated October 05, 2017, and Circular No. CIR/CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under, consequent to which, the PCS shall submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report as an âAnnexure-6â.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Sanjay Kumar Garg & Associates, Cost Accountants, Firmâs Registration Number 100292) have been appointed as Cost Auditors for the financial year 2022-23 & 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act..

Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors of the Company had appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the Internal Auditors of the Company for the 2 consecutive F.Y from 2021-22 to 2022-23.

Further, the Committee has re-appointed M/s. PGM & Associates as the Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to 2024-2025.

18. STATUTORY AUDITORSâ REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are selfexplanatory.

19. SECRETARIAL AUDITORSâ REMARK

The report of the Secretarial Auditors is also self-explanatory and need no further comments from the Directors.

20. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had foreign exchange inflows of Rs. 4578.84/- lakhs and foreign exchange outflows of Rs. 2157.14 lakhs of foreign exchange.

21. LISTING OF SHARES

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

b) The securities of the Company are listed at the BSE Limited and will continue to be listed there.

c) Company has paid annual listing fees for the Financial Year 2022-2023 to BSE Limited.

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

BSE Limited PhirozeJeejeebhoy Tower,

Dalal Street, Mumbai Weblink: www.bseindia.com

There was no presentation to Institutional Investors & analyst during 2022-2023.

Plant Locations

â¢ A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.

â¢ E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

â¢ F-689-690, RIICO Industrial Area, Chopanki, Bhiwadi, Rajasthan - 301019

22. SHARE CAPITAL

There was no change in Share Capital of Company during the year, the Paid up share capital ofthe Company stands at Rs. 8,26,37,000/- (Rupees Eight Crore Twenty-Six Lacs Thirty-Seven Thousand Only) and authorized share capital of the Company stands at Rs.10,00,00,000/- (Rupees Ten Crores Only)

23. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the company is required to comply with the provisions of Woman Director as the Company is a listed public Company. Currently Company have Mrs. Manju Singla, one-woman Director in their Board.

24. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments occurred, which affect the financial position of the Company, from the last financial year to end of the financial year of the Company to which the financial statements relate and the date of the report. Stakeholders are advice to refer note standalone financial statement for the year ended 31^stMarch, 2023 as included in this annual report. For more clarity kindly go through Notesof standalone financial statement for the year ended 31^stMarch, 2023.

25. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 inForm AOC-2 is not applicable.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2022-2023, which may adversely impact the status of ongoing concern and operations in future.

27. DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditor as per Section 134 (3) (ca) of the Companies Act,2013 read with Companies (Amendment) Act, 2015.

28. CHANGE IN DIRECTORS ANDKEY MANAGERIAL PERSONNEL

There waschange in the composition of the Board of Directors andKey Managerial Personnel of the Company during the year 2022-2023.

During the year Mr. Abhishek Agarwal and Mr. Raja Singla is appointed as Non-Executive Independent Director and Whole Time Director (Executive Director) of the Company.

Further There was change in the composition of the Board of Directors and Key Managerial Personnel of the Company after closing of the financial year 2022-2023.

1. Mrs. Rekha Dalmia has resigned as Independent Director from the Board w.e.f 25/07/2023.

29. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended 31^stMarch, 2023.

30. 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.

31. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary.

The important particulars of financial data of Associate Company has been provided in Form AOC-1.

32. 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

33. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures. The Board of Directors donât foresee any elements of risk, which in its opinion, may threaten the existence of the Company. The Company is aware of the risks associated with the business. Itâs regularly analyses and takes corrective actions for managing / mitigating the same. The Companyâs Risk management framework ensures compliance with the provisions of Regulation 17(9) of the Listing Regulation and has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of Conservation of Energy and Technology Absorption is attached as âAnnexure-2â and forms part of the Directors Report.

35. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company.

The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in âAnnexure -3â to this Report.

36. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Performance evaluation of Independent Directors was done by the entire Board, excluding the independent directors being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

37. 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 at www.titanbiotechltd.com.

Whereas the term of the KMP (other than the Managing Director/Whole-time Director/Manager) and Senior Management shall be governed by the prevailing HR policies of the Company.

38. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Directorsâ Report.

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

39. DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations, the Corporate Governance Report for the financial year ended 31^st March, 2023 giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is given separately with the Auditorsâ Certificate thereon, and the integrated Management Discussion and Analysis Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

40. SECRETARIAL STANDARDS

The Company has adopted Secretarial Standards issued by the Institute of Company Secretaries of India.

41. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and

Protection Fund Authority (Accounting, Audit, Transferand Refund) Rules, 2016 (IEPF Rules), the company has transferred dividend and shares during FY 2022-23. Same is available in Corporate Governance Report.

42. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place aPrevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employee (permanent, contractual, temporary, trainees) are covered under this policy.

The following are the summary of sexual harassment complaints received and disposed off during the financial year 20222023.

No of Complaints received: Nil No of complaints disposed off: N.A

43. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for Financial Year 2022-2023 is available on the website of the Company at www.titanbiotechltd.com.

44. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as âAnnexure -4â.

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

45. NOMINATION AND REMUNERATION POLICY

The nomination and remuneration policy of Titan Biotech Limited for directorâs appointment and remuneration is uploaded in the website www.titanbiotechltd.com.

46. OTHER DISCLOSURE

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof:

a. There were no transaction requiring disclosure or reporting in respect of matter relating to instance of onetime settlement with any bank or financial institution.

b. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

During the year no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

47. CAUTIONARY STATEMENT

Statements in this Directorsâ Report and Management Discussion and Analysis Report describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations include raw material availability and its prices, cyclical demand and pricing in the Companyâs principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

48. ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companyâs achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their 26^th Annual Report and Audited Accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

		(Amt. in Lakhs of Rupees)
	Standalone		Consolidated
Particulars	Current Year 2017-2018	Previous Year 2016-17	Current Year 2017-18	Previous Year 2016-17
Sales	5600.00	5270.05	5920.40	5301.37
Profit for the year before interest, depreciation and tax	717.83	575.41	757.05	564.01
Less: Interest	235.21	146.58	238.93	147.57
Less: Depreciation	90.73	79.57	93.19	81.57
Profit/Loss before tax	391.88	349.25	424.93	334.86
Provision for Taxation	107.97	115.61	114.17	116.78
Profit/Loss after Tax	283.90	233.64	310.76	218.08
Surplus brought forward from Previous Year	1039.74	875.95	1027.23	879.01
Profit available for Appropriations	1323.65	1109.59	1338.00	1097.09
Proposed Dividend including Tax	69.85	69.85	69.85	69.85
Balance Carried to Balance Sheet	1253.79	1039.74	1268.14	1027.23

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. 5600.00 lakhs as compared to turnover of Rs. 5270.05 lakhs in the last financial year and earned Net Profit before tax of Rs. 283.90 lakhs as compared to Rs. 233.64 lakhs during the last financial year. The Nature of business continues to be manufacturing and sale of biotech products.

CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. 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 15 (Fifteen) times during 2017-18. The details of the meetings attended by each director is provided in the Corporate Governance Report attached to the directorsâ report. The Board met fifteen times during the year 2017-18, on 20.04.2017, 20.05.2017, 30.05.2017, 21.07.2017, 09.08.2017, 30.08.2017, 05.10.2017, 17.10.2017, 25.10.2017, 04.11.2017, 14.11.2017, 05.12.2017, 03.01.2018, 8.02.2018 and 31.03.2018.

Name of Director	Status	No. of Board Meeting held during 2017-18
Mr. Naresh Kr. Singla	Managing Director	14
Mr. Suresh Chand Singla	Managing Director	13
Mrs. Manju Singla	Non-Executive Woman Director	15
Mr. Sachin Gupta	Non-Executive Independent	15
Mr. Hitesh Kohli	Non-Executive Independent	15
Mr. Praveen Somani	Non-Executive Independent	7
Mr. Parvesh Goel	Non Executive Independent	6
Mr. Raja Singla	Non Executive Director	12
Ms. Supriya Singla	Non Executive Director	4

COMMITTEES OF THE BOARD OF DIRECTORS - Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met six times during the year 2017-18, on 30^th May, 2017, 9^th August, 2017, 30^th August, 2017, 25^th October, 2017, 14^th November, 2017, and 8^th February, 2018. The attendance of the Audit Committee Members was as under.

Name	Category	No. of Meeting(s) Attended
Mr. Sachin Gupta	Non-executive Chairman	6
Mr. Hitesh Kohli	Non-executive, Independent	6
Mr. Parvesh Goel	Non executive, Independent	6
Mrs. Manju Singla	Non executive	6
Mr. Praveen Somani	Non-executive Independent	6

The role of Audit Committee includes the following:

1. Oversight of the Companyâs financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board the appointment,,re-appointment, terms of appointment/ reappointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees/ remuneration.

3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

4. Reviewing, with the Management, the Annual Financial Statements before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Directorâs Responsibility Statement to be included in the Boardâs report in terms of Sub- Section (5) of Section 134 of the Companies Act, 2013. Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgement by the Management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements.

- Disclosure of any related party transactions.

- Qualifications in the draft audit report.

5. Review/examine, with the Management, the quarterly/year to date financial statements and auditorâs report thereon, before submission to the Board for approval.

6. Reviewing with the Management, the financial statements of subsidiaries and in particular the investments made by each of them.

7. Reviewing/Monitoring, with the Management, the statement of uses/application/end use of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matters, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of the proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

8. Reviewing/evaluating, with the Management, performance of Statutory and Internal Auditors, internal financial controls, risk Management system and adequacy of the internal control systems.

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

10. Discussion with Internal Auditors any significant findings and follow-ups there on.

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

12. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

13. To look into the reasons for substantial defaults in payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors.

14. To review the functioning of the Whistle- Blower mechanism.

15. Approval of appointment of CFO (i.e. the Whole- Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

17. Review and monitor the Auditorâs independence, performance and effectiveness of Audit process.

18. Approval or any subsequent Modification of transactions of the Company with related parties.

19. Scrutiny of inter- corporate loans and investments.

20. Valuation of undertakings or assets of the Company, wherever it is necessary.

Further, the Audit committee is empowered to investigate any activity within its terms of reference, seek information it requires from any employee, obtain outside legal or other independent professional advice and secure attendance of outsiders with relevant expertise, if considered necessary. Apart from the above, the Audit Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time. Dabur has systems and procedures in place to ensure that the Audit committee mandatorily reviews:

- Management Discussion and Analysis of financial conditions and results of operations.

- Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by Management.

- Management letters / letters of internal control weaknesses issued by the Statutory Auditors

- Internal audit reports relating to internal control weaknesses.

- Appointment, removal and terms of remuneration of the Chief Internal Auditor.

- Statement of deviations:

The Committee comprises of four Independent Directors. The Management is responsible for the Companyâs internal financial controls and financial reporting process. The Independent Auditors are responsible for performing an independent audit of the Companyâs financial statements in accordance with the Indian Accounting Standards (Ind AS) and for issuing a report thereon.

The Committee is responsible for overseeing the processes related to financial reporting and Information dissemination.

In this regard, the Committee discussed with the Statutory Auditors the overall scope for their audit. The Management presented to the Committee the Companyâs financial statements and also represented that the Companyâs financial statements had been drawn in accordance with the Ind AS. Based on its review and discussions conducted with the Management and the Independent Auditors, the Audit Committee believes that the Companyâs financial statements are presented in conformity with Ind AS in all material aspects.

The Committee has reviewed Statement of Contingent Liabilities, Management Discussion and Analysis, Financial Statements of subsidiary Companies, Investments made by Subsidiary Companies, Directorsâ Responsibility Statement, Financial Results and Draft Audit/ Limited Review Report thereon, Financial Statements and Draft Auditorsâ Report, approval (including modification, if any) and review of Related Party Transactions and scrutinized inter corporate loans and investments of the Company.

The Committee also approved the Capex proposals during the Financial Year 2017-18. Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored by the Committee. The Committee affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee.

The Committee has appointed M/s Prem Mishra & Co. as Internal Auditors of the Company for the period from 1st April, 2017 to 31st March, 2019 and discussed and approved their audit plan. and approved their scope of work.

Remuneration of Statutory Auditors for FY 17-18 was also approved.

In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit Committeeâs responsibility statement.

- Remuneration Committee

The Remuneration Committee met once in the year 2017-18 on 20.04.2017 during the last year. The attendance of members of Remuneration Committee was as under:-

NAME	CATEGORY	No. of Meeting(s) Attended
Mr. Sachin Gupta	Non-executive Chairman	1
Mr. Hitesh Kohli	Non-executive, Independent	1
Mr. Parvesh Goel	Non-executive, Independent	0
Mr. Praveen Somani	Non executive, Independent	1
Mrs. Manju Singla	Non executive, Woman Director	1

The roles and responsibilities of the Committee include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

2. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. Formulate the criteria for evaluation of Directorâs and Boardâs performance and to carry out the evaluation of every Directorâs performance.

4. Devising a policy on Board diversity.

5. To engage the services of consultants and seek their help in the process of identifying suitable person for appointments to the Board.

6. To decide the remuneration of consultants engaged by the Committee.

7. Framing, recommending to the Board and implementing, on behalf of the Board and on behalf of the Shareholders, policy on remuneration of Directors, Key Managerial Personnel (KMP) & other Employees, including ESOP, pension rights and any other compensation payment.

8. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and KMP of the quality required to run the Company successfully.

9. To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

10. To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

11. Considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and other employees.

12. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme and recommending the same to the Board/ shareholders for their approval and implementing/ administering the scheme approved by the shareholders.

13. Suggesting to Board/ shareholders changes in the ESPS/ ESOS.

14. Deciding the terms and conditions of ESPS.

Stakeholder Relationship Committee

The Board had delegated the power to attend investor complaints to Stakeholders Relationship Committee. The Stakeholders Relationship Committee met 17 times upto 31st March, 2018 i.e. on 7^th April, 2017, 3rd May, 2017, 11th May, 2017, 19th May, 2017, 15th July, 2017, 31^st July, 2017, 12th August, 2017, 6th September, 2017, 12th October, 2017, 31st October, 2017, 23^rd November, 2017, 18th December, 2017, 29th December, 2017, 9th January, 2018, 8th February, 2018, 20th February, 2018 and 15th March, 2018.

The attendance of the Members of Stakeholders Relationship Committee was as under:

Mr. Suresh Chand Singla	Managing Director	17
Mr.Naresh Kumar Singla	Managing Director	17
Mr. Sachin Gupta	Non-Executive Chairman	17

MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 31/03/2018. All the four independent directors were present in the meeting.

STATE OF COMPANY AFFAIRS

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, 2018 to the shareholders. The final dividend shall be paid within prescribed time under law after your approval at ensuing Annual General Meeting. The dividend shall be paid to those shareholders whose name appear on the Register of Members as per Benpos Positions as on 21st September, 2018. The book closures has also been fixed from 22.09.2018 to 28.09.2018 (both days inclusive) for aforesaid purpose.

TRANSFER TO RESERVES

A Sum of Rs. 214.05 lakhs was transferred to General Reserves out of the Profits for the Current year and the Reserves and Surplus increased from Rs. 1539.74 lakhs to Rs. 1753.79 lakhs after providing for Dividend for the financial year ended on 31st March, 2018.

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 sublink.

MODERNISATION OF EXISTING FACTORY

DIRECTORS

Ms. Supriya Singla shall retire in this Annual general meeting and being eligible offers himself for reappointment. Mr. Suresh Chand Singla, Managing Director and Mr. Naresh Kumar Singla, Managing Director are proposed to be reappointed as Managing Director w.e.f 01.04.2018 on monthly remuneration within the limit of Schedule V of the Companies Act, 2013. The details of remuneration may be referred to in the Corporate Governance Report.

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 Directorâs Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(4) That the directors had prepared the accounts for the financial year ended 31st March, 2018 on a going concern basis.

(5) the directors had laid down se 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 30.05.2017, 09.08.2017, 30.08.2017, 25.10.2017, 14.11.2017, and 08.02.2018.

(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 SEBI Regulations as well as in Sec. 177 of the Companies act, 2013.

AUDITORS

The Board recommends reappointment of M/s Sunita Agrawal & Company as Statutory Auditor of the company upto 31st Annual General Meeting of the Company.

STATUTORY AUDITORSâ REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are self explanatory.

SECRETARIAL AUDITORSâ REMARK

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 foreign exchange inflows of Rs. 1390.85 lakhs and foreign exchange outflows of Rs. 1191.12 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

RAISING OF FUNDS BY WAY OF PREFERENTIAL ISSUE

The Company had taken approval from Shareholders for issue of equity shares by way of preferential issue of 525000 equity shares in the AGM held on 29.09.2017 but since in principle approval was not granted by the Bombay Stock Exchange Limited as the process of holding to be put in Lock in could not be completed, the Board of Directors cancelled the said preferential issue. The company seeks to take fresh approval from the shareholders for making preferential issue of equity shares in the upcoming AGM of the company.

There was no presentation to Institutional Investors & analyst during 2017-18.

Plant Locations

- Works and Registered Office A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.

- E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

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

During the year under review, the subsidiary of company namely Peptech Biosciences Limited took registration for various products. The Subsidiary company generated revenue of Three Crores and the company expect to perform better in the coming years. The information in prescribed form of the performance and financial position of Peptech Biosciences Limited 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 armâs length basis:-

Titan Biotech Limited has not entered into any contract or arrangement or transaction with any related party which is not at armâs length pursuant to Section 188 of Companies Act, 2013 during the year 2017-18.

2. Details of Contracts or Arrangements entered into at armâs 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 Policy

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures. The Board of Directors donât foresee any elements of risk, which in its opinion, may threaten the existence of the Company. The Company is aware of the risks associated with the business. Its regularly analyses and takes corrective actions for managing / mitigating the same. The Companyâs Risk management framework ensures compliance with the provisions of Regulation 17(9) of the Listing Regulation and has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

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 directorâs 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.

Secretarial Standards

The Company has adopted Secretarial Standards issued by the Institute of Company Secretaries of India.

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

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

Extract of Annual Return

Extract of Annual Return has been placed on the website of the company at www.titanbiotechltd.com 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 -2.

Nomination and Remuneration Policy

The nomination and remuneration policy of Titan Biotech Limited for directorsâ appointment and remuneration is attached as Annexure-3.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been issued by Mr. Amit Anand, Practicing Company Secretary regarding compliance of various laws is also annexed hereto as Annexure-4

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.

Disclosures of particulars with respect to Conservation of Energy.

1. CONSERVATION OF ENERGY

i. In Order to save power the Company continued to install LED Lights in place of Normal Lights.

ii. Installed energy efficient pumps in place existing traditional pumps.

2. IMPACT OF ABOVE MEASURES:

Implementation of Energy Conservation measures have resulted-

i. In reduction of energy cost and thereby production cost.

ii. In the increase of awareness in the employees.

3. Steps taken by the Company for utilizing alternate sources of energy:

The Company has taken adequate steps and have tried generation of electricity through Generator, Coal and LDO.

Disclosures of particulars with respect to Conservation of Energy.

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

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. 1390.85 Lakhs

For Titan Biotech Limited For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Date: 01.09.2018 Managing Director Managing Director

Place: Delhi DIN 00027706 DIN 00027448

Mar 31, 2016

To,

The Members,

Your Directors have pleasure in presenting their 24^th Annual Report and Audited Accounts of the Company for the year ended 31^st 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 28^th May 2015, 29^th July 2015, 29^th October, 2015 and 29^th 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 16^th 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 31^st March, 2016 i.e. on 18^th April, 2015, 14^th July, 2015, 9^th 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

FUTURE PLANS

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

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.

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 31^st March, 2016 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(4) That the directors had prepared the accounts for the financial year ended 31^st 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

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. Ã Stock Exchange Building, J.L.N. Marg, Malviya Nagar, Jaipur

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

3. The Delhi Stock Exchange Association Ã 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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