Directors Report of Titan Securities Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report of your Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS: (Amt.in Lacs ofRs) CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013

Income from Operations 102.42 20.15

Other Income 103.20 84.55

Total Income 205.62 104.70

Total Expenses 180.97 89.92

Exceptional Items - 7.10

Profit/Loss before tax 24.65 7.68

Tax Expenses/Provisions 4.22 2.90

Profit after Tax 20.43 4.78

Balance carried to Balance Sheet 20.43 4.78

PERFORMANCE AND REVIEW

During the Year under review the company had performed good in its business, which has resulted Gross Income of Rs. 205.62 Lacs as compared to turnover for previous year of Rs. 104.70 Lacs.

FUTURE PLANS

The Capital Market Continues to be volatile during the last Financial Year but company will try to generate more income in the next year.

FIXED DEPOSIT

During the period of under review, the company has not accepted any fixed deposit during the year.

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2014.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kailash Chand Gupta shall retire in this Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Naresh Kumar Singla shall retire in this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with Respect to Director''s Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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, representative from various division of the company, internal auditors, statutory auditors and company secretary who 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 Committees under clause 49 of Listing Agreement.

AUDITORS

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption are not applicable.

PARTICULARS OF EMPLOYEES REFFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956 AND RULES MADE THEREUNDER

Particulars under Section 217 (2A) of Companies Act, 1956 read with rules made thereunder, are NIL as there are no Employee 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

There are no Foreign Exchange Earning or outgo during the year under review.

LISTING OF SHARES

(a) The company''s 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.

REPORT ON CORPORATE GOVERNANCE

The detailed Report on Corporate Governance and the certificate from M/s Deepika Setia & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance forms part of this report.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Bankers, Government Agencies, Shareholders, Customers and wish to place on record their deep sense fo Commitment shown by the employees at all levels and acknowledge their contribution for the smooth operation of the company during the year under report.

For and on behalf of the Board of Directors

Manju Singla Naresh Kumar Singla Date: 25.08.2014 Managing Director Director Place: Delhi DIN: 00027790 DIN: 00027448

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Mar 31, 2012

The Members,

The Directors have pleasure in presenting their 20th Annual Report and Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS: (Rs. In Lacs.)

(Rs. In Lacs.)

CURRENT YEAR PREVIOUS YEAR 2011-2012 2010-11

Income from Operations 228.86 443.30

Other Income 113.58 71.35

Total Income 342.44 514.65

Total Expenses 319.11 485.28

Exceptional Items 0.00 31.60

Profit before Tax 23.33 60.97

Tax Expense/Provisions 9.76 1.64

Profit after Tax 13.57 59.33

Balance Carried to Balance Sheet 13.57 59.33

PERFORMANCE AND REVIEW

During the year under review the company could not do much business which has resulted in a Gross Income of Rs 342.44 Lacs during the current year as against Gross income of Rs. 514.65 Lacs during previous year.

FUTURE PLANS

The Capital Market continues to be volatile during the last financial year.

FIXED DEPOSIT

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

DIRECTORS

Mr. Rakesh Kumar Gupta shall retire in this Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Naresh Kumar Singla shall retire in this Annual General Meeting and being eligible offers himself for reappointment.

Mrs. Manju Singla, Managing Director is also proposed to be reappointed as Managing Director for a period of 5 years from 1 st October, 2012 on the remuneration as given in the resolution proposed.

DIRECTORS RESPONSIBILITY STATEMENT

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

(1) that in the preparation ofthe annual accounts for the financial year ended 31st March 2012 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 ofthe profit or loss ofthe 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 ofthe Company and preventing and detecting fraud and other irregularities;

(4) That the directors had prepared the accounts for the financial year ended 31st March. 2012 on a going concern basis.

AUDIT COMMITTEE

I The Audit Committee held its meeting during the previous financial year on 30th April 2011. 30th July 2011, 3rd September 2011, 31st October, 2011 and 30th January. 2012.

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 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 ensuring Annual General Meeting & being eligible offer themselves for reappointment. They have also furnished a certificate of eligibility for re-appointment u/s 224(1) of the Companies Act, 1956. 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

Not Applicable

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

There is no foreign exchange earning or outgo during the year under review.

INFORMATION AS PER CLAUSE43 OFTHE 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 Dalai Street, Mumbai

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

Manju Singla Naresh Kumar Singla

Managing Director Director

Place: New Delhi

Date: 31.05.2012

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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:

(Rs. In Lacs.)

CURRENT YEAR PREVIOUS YEAR 2009-2010 2008-2009

Gross Income 767.79 192.43

Total Expenditure 762.90 187.44

Interest charges 0.00 0.00

Gross Profit/Loss 7.28 4.98

Depreciation 2.39 1.89

Profit/Loss before tax 4.89 3.09

Provision for Taxation 0.78 0.63

Provision for deferred Tax Assets (+) 0.83 0.43

Income Tax of earlier years 0.00 0.37

Balance Carried to Balance Sheet 3.27 1.66

PERFORMANCE AND REVIEW

The company had earned profit before tax of Rs 489204.67 during the current year as compared to Net Profit before tax of Rs.309535.32 during the previous year. The company managed to arrive at Gross Income of Rs. 7,67,79,460.49 as compared to Gross Income of only Rs. 1,92,42,966.88 during previous year.

FUTURE PLANS

The Company is making all out efforts to recover its past losses and improve its position

in the domestic market and establish its position in the Indian Capital Market. The prospects

of the company are bright and company expect to improve its performance in the time to come.

FIXED DEPOSIT

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

DIRECTORS

Mr. Naresh Kumar Singla Director, liable to retire by rotation, being eligible offer himself

for reappointment.

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

AUDITORS

M/S Deepika Setia & 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 Deepika Setia & 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 REMARK

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

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

The Clause pertaining to conservation of energy and technology absorption are not applicable.

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 neither any foreign earnings nor outgo of any foreign exchange. (import)

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT a) The securities of the company are listed at the following stock exchanges and Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

Name of Stock Exchange Address

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

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 of Titan Securities Limited

Manju Singla Naresh Kumar Singla

Managing Director Director

Place: New Delhi

Date: 27.08.2010

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Mar 31, 2009

The Directors have pleasure in presenting their 17th Annual Report and Audited Accounts of the Company for the year ended 31st March 2009

FINANCIAL RESULTS:

CURRENT YEAR PREVIOUS YEAR

2008-2009 2007-2008 Gross Income 192.43 238.39

Total Expenditure 187.44 234.34

Interest charges 0.00 0.00

Gross Profit/Loss 4.99 4.05

Depreciation- 1.90 0.43

Profit/Loss before tax 3.09 3.63

Provision for Taxation 0.63 1.23

Provision for deferred Tax Assets (+) 0.43 0.00

Income Tax of earlier year 0.37 0.47

Balance Carried to Balance Sheet 1.66 1.92

PERFORMANCE AND REVIEW

The company had earned profit after tax of Rs. 1,66,033.00 during the current year as compared to Net Profit after tax of Rs. 1,92,669 during the previous year. The company had earned Gross Income of Rs. 192.43 Lacs as compared to Gross Income of only Rs. 238.39 Lacs during previous year.

FUTURE PLANS

The Company is making all out efforts to recover its past losses and improve its position in the domestic market and establish its position in the Indian Capital Market. The prospects of the company are bright and company expect to improve its performance in the time to come. FIXED DEPOSIT

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

ISSUE OF EQUITY SHARES ON PREFERENTAL BASIS

The Company had issued 12,00,000 Equity Shares of Rs. 10 each at par as on 2nd March, 2009 to M/s Ad fin Capita! Services India Private Limited, a Non Promoter Group company on preferential basis.

DIRECTORS

Mr. Suresh Chand Singla, Director, liable to retire by rotation, being eligible offer himself for reappointment.

Mr. Rakesh Gupta, Director, retiring by rotation, being eligible offer himself for reappointment.

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 31si March 2009 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 judgements and estimates that were reasonable and prudent so as to give a true and fair wew 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 provisions 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 313! March 2009 on a going concern basis

AUDITORS

M/S Deepika Setia & 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 Deepika Setia & Co as auditors of your Company for the period from the conclusion of this Annual Genera! Meeting to the conclusion of next Annual General Meeting

EXPLANATION TO AUDITORS REMARK

The observation made by the Auditors with reference to notes on the accounts for the year under report are explained hereunder:

Observation regarding non adoption of Accounting Standard No. 15 relating to retirement benefit of employees alongwith observation regarding non-provision of gratuity and leave encashment mentioned in Note no. 1(A) of Accounting Policies is taken care of once any employee p uts in more than 3 years of service since there has been frequent change in employees the provision for retirement benefits of employees vis-a-vis gratuity and leave encashment has not been made every year.

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

The Clause pertaining to conservation of energy and technology absorption are not applicable.

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 neither any foreign earnings nor outgo of . any foreign exchange.

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT

The securities of the company are listed at the following stock exchanges and Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

Name of Stock Exchange Address

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower,

Dalai Street, Mumbai

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 of

Titan Securities Limited

Manju Singla Naresh Kumar Singla

Managing Director Director

Place: New Delhi

Date :03.09.2009