DIRECTORS REPORT To, The Members, Your Directors have pleasure in presenting their 23rd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015. 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. 4241 lacs As compared to turnover of Rs. 4085 lacs in the last financial year and earned Net Profit before tax of Rs. 245 lacs as compared to Rs. 223 lacs during the last financial year. NUMBER OF MEETINGS OF THE BOARD The Board of Directors met 14 (fourteen) times during 2014-15. The details of the meetings attended by each director is provided in the Corporate Governance Report attached to the directors report. 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-lll,Bhiwadi. 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 the deposits. DIVIDEND A final dividend of 7.5% has been recommended by your Directors for the year ended 31st March, 2015 to the shareholders. The final dividend shall be paid after your approval at Annual General Meeting. MODERNIZATION OF EXISTING FACTORY The Company has already started modernization of its existing plant, Building at A-902A, RIICO Industrial Area, Bhiwadi 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. DIRECTORS Mrs Manju Singla shall retire in this Annual general meeting and being eligible offers herself for re-appointment. Ms. Supriya Singla shall also retire in this Annual General Meeting and being eligible offer herself for reappointment. The reappointment and remuneration ofMr. Suresh Chand Singla and Mr. Naresh Kumar Singla as Managing Directors of Company for a period of 3 years is recommended from 1st April 2015 to 31st March, 2018 as per agreement dated 22.04.2015 executed with them respectively for approval of shareholders in the upcoming Annual General Meeting. All the independent directors namely Mr. Sachin Gupta, Mr. Praveen Somani, Mr. Parvesh Goel and mr. Hitesh Kohli have furnished a statement of declaration to be given by independent directors under sub section (6)of Section 149 of Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed: (1) That in preparation of annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures; (2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. (3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; (4) That the directors had prepared the accounts for the financial year ended 31st March, 2015 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 29.05.2014, 22.07.2014, 29.10.2014 and 29.01.2015. 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 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. 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 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. 1,125.19 lacs and outgo of Rs. 341.30 lacs 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, Dalai 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 does not have any subsidiary or associate company as per Companies Act, 2013 during the year ended 31st March, 2015. 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 2014-15. 2. Details of Contracts orArrangements entered into at arm's length basis:- A. Titan Biotech Limited has entered into contract or arrangement or transaction with related parties for borrowing of money or Loan for a period of 7 Years as per following details and terms: a) Name of Lender or Related Party: Titan Securities Limited b) Name of borrower: Titan Biotech Limited c) Nature of Contract: :Loan d) Rate of interest: the rate of interest is taken @ 12% p.a e) Amount of Borrowing: Rs. 5 crores in tranches or parts as per requirement f) Tenure of Loan: 7 Years g) Prepayment Charges : Nil h) Purpose of Loan: To finance project for modernization of existing plant at A-902A, RIICO Industrial Area, Phase-Ill, Bhiwadi and for working capital needs of company. B. Titan Biotech Limited has also entered contract or arrangement or transaction with related parties for borrowing of money or loan for a period of 7 years as per following details and terms: a) Name of Lender or Related Party: Tanita Leasing & Finance Limited b) Name of borrower: Titan Biotech Limited c) Nature of Contract: Loan d) Rate of Interest: the rate of interest is taken @ 12% p.a e) Amount of Borrowing: Rs. 2 crores in tranches or parts as per requirement f) Tenure of Loan: 7 years g) Prepayment Charges: Nil h) Purpose of Loan: To finance project for modernization of existing plant at A-902A, RIICO Industrial Area, Phase-Ill, Bhiwadi and for working capital needs of Company. C. Titan Biotech Limited has also entered contract or arrangement or transaction with related parties for borrowing of money or loan for a period of 7 years as per following details and terms: i) Name of Lender or Related Party: Connoisseur Management Services Private Limited j) Name of borrower: Titan Biotech Limited c) Nature of Contract: Loan d) Rate of Interest: the rate of interest is taken @ 12% p.a e) Amount of Borrowing: Rs. 2 crores in tranches or parts as per requirement f) Tenure of Loan: 7 years g) Prepayment Charges: Nil h) Purpose of Loan: To finance project for modernization of existing plant at A-902A, RIICO Industrial Area, Phase-Ill, Bhiwadi and for working capital needs of Company. Risk Management Mr. Naresh Kumar Singla, the Managing Director of the Company prepares and discuss Risk Management Policy for the company including identification therein of elements of risk with the other Managing Director and at times with the Board of Directors of the Company which in the opinion of the Board of Directors may threaten the existence of the 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 clause 49 of the Listing Agreement. 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 Corporate Governance Report. 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. Extract of Annual Return Extract of Annual Return has been annexed to the Directors Report as Anexure -1 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 . 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-3 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. For Titan Biotech Limited Suresh Chand Singla Managing Director DIN 00027706 Naresh Kumar Singla Managing Director DIN 00027448 Date :27.08.2015 Place: Delhi |