Your Directors have pleasure in presenting their 25th Annual Report andAudited Accounts of the Company for the year ended 31st March 2017.
| || || |
(Amt. in Lakhs of Rupees)
| || |
|Particulars ||Current Year 2016-2017 ||Previous Year 2015-2016 ||Current Year 2016-2017 ||Previous Year 2015-2016 |
|Sales ||5602.67 ||4873.86 ||5631.05 ||4889.63 |
|Profit for the year before interest depreciation and tax ||575.40 ||433.90 ||564.00 ||440.90 |
|Less : Interest ||146.58 ||98.67 ||147.57 ||98.72 |
|Less : Depreciation ||79.57 ||76.48 ||81.57 ||77.06 |
|Profit/Loss before tax ||349.25 ||258.75 ||334.86 ||265.12 |
|Provision for Taxation ||115.61 ||86.40 ||116.78 ||88.30 |
|Profit/Loss after Tax ||233.64 ||172.34 ||218.08 ||176.82 |
|Surplus brought forward from Previous Year ||875.95 ||773.46 ||879.01 ||772.05 |
|Profit available for Appropriations ||233.64 ||172.34 ||218.08 ||176.82 |
|Proposed Dividend including Tax ||69.85 ||69.85 ||69.85 ||69.85 |
|Balance Carried to Balance Sheet ||163.79 ||102.49 ||148.23 ||106.97 |
PERFORMANCE AND REVIEW
During the year under review the Company has carried out manufacturing of biotechproducts which has resulted in a turnover of Rs. 5602.67 lakhs as compared to turnover ofRs. 4873.86 lakhs in the last financial year and earned Net Profit before tax of Rs.233.64 lakhs as compared to Rs. 172.34 lakhs during the last financial year.
CONSOLIDATION OF FINANCIAL STATEMENTS
The Financial statements have been prepared in accordance with generally acceptedaccounting principles in India (India GAAP). These financial statements comply in allmaterial respects with Accounting Standards notified under Section 133 of Companies Act2013. Further a statement containing salient features of Financial Statements ofSubsidiary Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section129 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 14 (Fourteen) times during 2016-17. The details of themeetings attended by each director is provided in the Corporate Governance Report attachedto the directors' report. The Board met fourteen times during the year 2016-17 on02.04.2016 30.04.2016 30.05.2016 06.07.2016 12.08.2016 23.08.2016 31.08.201621.09.2016 10.10.2016 26.10.2016 11.11.2016 29.11.2016 28.01.2017 and 27.03.2017.
|Name ||Category ||No. of board meetings held during 2016-2017 |
|Mr. Naresh Kr. Singla ||Managing Director ||14 |
|Mr. Suresh Chand Singla ||Managing Director ||14 |
|Mrs. Manju Singla ||Non-Executive Woman Director ||13 |
|Mr. Sachin Gupta ||Non-Executive Independent ||14 |
|Mr. Hitesh Kohli ||Non-Executive Independent ||14 |
|Mr. Praveen Somani ||Non-Executive Independent ||12 |
|Mr. Parvesh Goel ||Non-Executive Independent ||14 |
|Mr. Raja Singla ||Non Executive Director ||09 |
|Ms. Supriya Singla ||Non Executive Director ||14 |
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Audit Committee of the Board of Directors. The Committee met ninetimes during the year 2016-17 on 01st April 2016 30th May 2016 12th August2016 31st August 2016 26th October 2016 11th November 2016 17thDecember 2016 28th January 2017 and 31st March 2017 . Theattendance of the Audit Committee Members was as under.
|Name ||Category ||No. of Meeting(s) Attended |
|Mr. Sachin Gupta ||Non-executive Chairman ||9 |
|Mr. Hitesh Kohli ||Non-executive Independent ||9 |
|Mr. Parvesh Goel ||Non-executive Independent ||9 |
|Mrs. Manju Singla ||Non-executive Woman Director ||9 |
|Mr.Praveen Somani ||Non-executive Independent ||8 |
The Remuneration Committee met once in the year 2016-17 on 25.03.2017 during the lastyear. 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 ||1 |
|Mr. Praveen Somani ||Non executive Independent ||1 |
|Mrs. Manju Singla ||Non executive Woman Director ||1 |
Stakeholders Relationship Committee.
The Board had delegated the power to attend investor complaints to StakeholdersRelationship Committee. The Stakeholders Relationship Committee met eight times upto 31stMarch 2017 i.e. on 9th May 2016 18th July 2016 23 rdSeptember 2016 4th November 2016 17th December 2016 4thJanuary 2017 10th January 2017 and 17th March 2017. Theattendance of the Members of Stakeholders Relationship Committee was as under:
|Name ||Category ||No. of Meeting(s) Attended || |
|Mr. Suresh Chand Singla ||Managing Director ||8 || |
|Mr.Naresh Kumar Singla ||Managing Director ||8 || |
|Mr. Sachin Gupta ||Non-exectuive Chairman ||8 || |
MEETING OF INDEPENDENT DIRECTORS
A Meeting of the Independent Directors was held on 16/03/2017. All the four independentdirectors were present in the meeting.
STATE OF COMPANY AFFAIRS
The Company is engaged in manufacture and export of Prepared Culture Media BiologicalGoods Plant Growth Promoters etc. The Company is manufacturing Peptones BiologicalExtracts Culture Media and Chemicals.
The Company plans to promote its products domestically as well as internationally innew markets by participating in important exhibitions conferences and seminars in andoutside India and doing aggressive marketing and advertisement to tap the market. TheCompany also plans to modernize its existing factory at A-902A RIICO Industrial Areaphase-III Bhiwadi Rajasthan. The Company has already started renovation of existingbuilding and production facilities. It will also change required machinery and installmachineries which are most cost efficient and more productive. The International standardsfor designing of laboratory at the works are also considered and will be adopted to theextent possible. The look of existing factory will be modernized and updated.
During the period of under review the Company has not accepted any deposits.
A final dividend of 7.5% has been recommended by your Directors for the year ended 31stMarch 2017 to the shareholders. The final dividend shall be paid within prescribed timeunder law after your approval at ensuing Annual General Meeting.
TRANSFER TO RESERVES
A Sum of Rs. 148.23 lakhs was transferred to General Reserves out of the Profits forthe Current year and the Reserves and Surplus increased from Rs. 1379.01 lakhs to Rs.1527.23 lakhs after providing for Dividend for the financial year ended on 31st March2017.
DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS
During the year the Board members were regularly apprised with the overview of companyand its operations by Senior Management Team. Further the functional heads madepresentation 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
The Company has already started modernization of its existing plant Building atA-902A RIICO Industrial Area Bhiwadi Rajasthan for meeting international standards andquality improvement. With improvement in Building and Modernisation of Existing PlantCompany will be able to cater the needs of its customers in a better way and provide highquality products meeting international standards to its domestic as well as overseascustomers.
Mrs. Manju Singla shall retire in this Annual general meeting and being eligible offershimself for re-appointment.
All the independent directors namely Mr. Sachin Gupta Mr. Praveen Somani Mr. ParveshGoel and Mr. Hitesh Kohli have furnished a statement of declaration to be given byindependent 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 toDirector's Responsibility Statement it is hereby confirmed:
(1) That in preparation of annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationsrelating to material departures;
(2) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;
(4) That the directors had prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.
(5) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(6) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
I. The Audit Committee held its meeting during the previous financial year on01.04.2016 30.05.2016 12.08.2016 31.08.2016 26.10.2016 11.11.2016 17.12.201628.01.2017 and 31.03.2017.
II. At the invitation of the Company representatives from various divisions of theCompany Internal Auditors Statutory Auditors and Company Secretary who is acting assecretary to the Audit Committee also attended the Audit Committee meeting to answer andclarify queries raised at the Committee meetings.
III. The role and terms of reference of the Audit Committee covers the mattersspecified for Audit Committee under SEBI Regulations as well as in Sec. 177 of theCompanies act 2013.
The Shareholders had appointed M/s Sunita Agrawal & Company as Statutory Auditor ofthe company for a period of 5 years upto 29th AGM of Company. It is proposed to ratifytheir appointment in every AGM. Therefore the company proposes to ratify the appointmentof M/s Sunita Agrawal & Company as Statutory Auditors of the Company for Audit ofAccounts for the year 2017-18.
The observation made by the Statutory Auditors with reference to notes on the accountsfor the year under report are self explanatory the report of the Secretarial Auditors isalso 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.831.98lakhs and foreign exchange outflows of Rs. 841.53 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 andwill continue to be listed there. Annual Listing Fee has been paid to the Bombay StockExchange Limited.
The name and address of stock exchange where shares of Company will continue to belisted as under:
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Tower
Dalal Street Mumbai
Particulars of Loans Guarantees or Investments under Section 186 of Companies Act2013
Particulars of Loans Guarantees or Investments under Section 186 of Companies Act2013 have been disclosed appropriately under financial statements.
Information of Subsidiary/Associate Companies
Your Company have a subsidiary as per Companies Act 2013 named Peptech BiosciencesLimited during the year ended 31st March 2017. The information in prescribed form isattached as Annexure-1.
Form no. AOC -2 pursuant to clause h of sub-section 3 of Section 134 of Companies Act2013 and Rules 8(2) of Companies (Accounts) Rules 2014
Form for disclosure of particulars of contracts arrangements entered into by thecompany with related parties referred to in sub-section 1 of Section 188 of the CompaniesAct 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 transactionwith any related party which is not at arm's length pursuant to Section 188 of CompaniesAct 2013 during the year 2016-17.
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 withrelated parties.
The Company has established policy for Vigil Mechanism and the same is placed on thewebsite of the company at www.titanbiotechltd.com.
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 theCompany.
The Board of Directors have carried out evaluation of its own performance that of itscommittees and individual directors pursuant to the provisions of the Act and corporategovernance requirements under SEBI Regulations. The Evaluation was done taking in view theinputs given by each director preparedness on issues to be discussed meaningful andconstructive contribution. In a separate meeting of the independent directors performanceof non independent directors was evaluated. The Evaluation of director's performance wasdiscussed at the Board Meeting.
Policy on Directors Appointment Remuneration and other details
Policy on Directors Appointment or Reappointment Remuneration and other detailsprovided in Section 178(3) of Companies Act 2013 has been disclosed in the website of theCompany.
Internal Financial Control System and their Adequacy
The details in respect of internal financial control and their adequacy are included inManagement discussion and Analysis Report.
Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
No complaint on sexual harassment was received by the Company during the financial yearunder review.
Extract of Annual Return
Extract of Annual Return has been annexed to the Directors Report as Annexure -2 andforms 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 directorsappointment and remuneration is attached as Annexure-4.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report has been issued by M/s NKS & Company regarding complianceof 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-Aand forms part of the directors Report.
Disclosures of particulars with respect to Conservation of Energy.
A. POWER AND FUEL CONSUMPTION
| ||Current Year 31.03.2017 ||Previous Year 31.03.2016 |
|1. Electricity || || |
|a) Purchased || || |
|Unit ||1216475 ||1090709 |
|Total Amount (in Rs.) ||9454355 ||8711747 |
|Rate/ Unit (in Rs.) ||7.77 ||7.99 |
|b) Own Generation || || |
|Through Diesel Generator || || |
|Units ||31906 ||39661 |
|Units per Ltr. of Diesel ||5.50 ||5.50 |
|Cost/Unit (in Rs.) ||9.85 ||8.89 |
|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) ||1211.23 ||1014.64 |
|Total Cost (in Rs.) ||7271819.00 ||5131382 |
|Average rate per ton (in Rs.) ||6003.64 ||5057.34 |
|3. Furnace Oil || || |
|Quantity (Kilo Ltrs.) ||NA ||NA |
|Total Cost (in Rs.) ||NA ||NA |
|Average Rate ||NA ||NA |
|4. LDO For Boiler/Thermic F Heater || || |
|HSD for Boiler (Amount) ||2827562 ||3173640 |
|No. of Hrs. TFH Run ||1740 ||2163 |
|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 ||7.77 ||7.99 |
|2. ||LDO ||Units/kg ||NIL ||NIL |
|3. ||Coal ||NA ||6.00 ||5.05 |
|4. ||Others if any ||NA ||NIL ||NIL |
B. TECHNOLOGY ABSORPTION
The efforts made by the company in Technology Absorption is as per Form- B.
Disclosures of particulars with respect to Technology Absorption Research andDevelopment (R & D)
1. Specific areas in which R & D carried out by the Company
Development activities of the Company are directed towards Energy conservationPollution Control Quality Improvement and Process Improvement in the ExistingManufacturing System.
2. Benefit Derived as a result of the above R & D:
I. The Company Has been able to produce quality Biological products confirming tointernational 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 resultsrelating to Biotechnology Industry.
II. Such facilities will include product approach analytical aspects of raw materialused and intermediates
III. Product innovations process development/ improvement through latest availableworldwide technologies.
IV. Constant efforts towards cost effectiveness means of packaging acceptance in theworld market.
4. Expenditure on R & D
| ||Current Year ||Previous Year |
|a) Capital ||NIL ||NIL |
|b) Recurring ||276110 ||237594 |
|c) Total ||276110 ||237594 |
|d) Total R & D Expenditure as a percentage of total turnover ||0.05 ||0.05 |
Technology Absorption Adoption and Innovation:
(1) The Company is endeavoring to bring in latest technologies for introducing newmolecules.
(2) Benefits derived as a result of the above efforts e.g. product improvement costreduction product development etc.
The Company has developed its own technology for achieving high yield in BiologicalPeptones and Extract and Dehydrated Culture Media with special emphasis on processimprovement.
(3) Imported technology (Imported during last 5 years reckoned from the beginning offinancial year):
The Company has not imported any technology.
C. Foreign Exchange Earning and Outgo
(a) Activities relating to exports; Initiative taken to increase exports developmentof new markets for products and export plans:
|(b) Total Foreign Exchange Earned ||: Rs. 754.54 lakhs |
|(c) Total Foreign Exchange Used ||: Rs. 841.53 lakhs |
|For Titan Biotech Limited ||For Titan Biotech Limited |
|Suresh Chand Singla ||Naresh Kumar Singla |
|Managing Director ||Managing Director |
|DIN 00027706 ||DIN 00027448 |
|Date :30.08.2017 || |
|Place: Delhi || |