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Titan Biotech Ltd.

BSE: 524717 Sector: Health care
NSE: N.A. ISIN Code: INE150C01011
BSE 00:00 | 30 Oct 127.05 -5.95
(-4.47%)
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130.60

HIGH

133.00

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126.35

NSE 05:30 | 01 Jan Titan Biotech Ltd
OPEN 130.60
PREVIOUS CLOSE 133.00
VOLUME 66346
52-Week high 194.15
52-Week low 27.25
P/E 4.70
Mkt Cap.(Rs cr) 105
Buy Price 127.05
Buy Qty 95.00
Sell Price 127.05
Sell Qty 110.00
OPEN 130.60
CLOSE 133.00
VOLUME 66346
52-Week high 194.15
52-Week low 27.25
P/E 4.70
Mkt Cap.(Rs cr) 105
Buy Price 127.05
Buy Qty 95.00
Sell Price 127.05
Sell Qty 110.00

Titan Biotech Ltd. (TITANBIOTECH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report and AuditedAccounts of the Company for the year ended 31st March 2019.

FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

(Amt. in Lakhs of Rupees)

Standalone

Consolidated

Particulars Current Year 2018-2019 Previous Year 2017-18 Current Year 2018-19 Previous Year 2017-18
Sales 5889.17 5597.56 6559.45 5782.04
Profit for the year before interest depreciation and tax 806.99 703.22 954.55 742.08
Less: Interest 203.69 235.21 228.99 238.93
Less: Depreciation 167.71 90.73 171.15 93.19
Profit/Loss before tax 435.58 377.26 554.40 409.96
Provision for Taxation 127.55 137.12 163.18 143.17
Profit/Loss after Tax 308.04 240.13 391.22 266.79
Surplus brought forward from Previous Year 1154.39 984.11 1279.55 1082.61
Profit available for Appropriations 1462.43 1154.39 1670.78 1349.41
Proposed Dividend including Tax 0.00 69.85 0.00 69.85
Balance Carried to Balance Sheet 1462.43 1154.39 1670.78 1349.41

PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing of biotechproducts which has resulted in a turnover of Rs. 5889.17 lakhs as compared to turnover ofRs. 5597.56 lakhs in the last financial year and earned Net Profit before tax of Rs.435.58 lakhs as compared to Rs. 377.26 lakhs during the last financial year. The Nature ofbusiness continues to be manufacturing and sale of biotech products.

CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian AccountingStandards. These financial statements comply in all material respects with AccountingStandards notified under Section 133 of Companies Act 2013. Further a statementcontaining salient features of Financial Statements of Subsidiary Company namely PeptechBiosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act 2013 inprescribed form AOC-1 is appended as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 14 (Fourteen) times during 2018-19. 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 2018-19 on23.04.2018 15.05.2018 29.05.2018

23.07.2018 07.08.2018 01.09.2018 13.10.2018 29.10.2018 13.11.2018 05.12.201828.01.2019

11.02.2019 07.03.2019 and 20.03.2019.

Name of Director Status No. of Board Meeting Attendent during 2018-19
Mr. Naresh Kr. Singla Managing Director 12
Mr. Suresh Chand Singla Managing Director 11
Mrs. Manju Singla Non-Executive Woman Director 14
Mr. Sachin Gupta Non-Executive Independent 14
Mr. Hitesh Kohli Non-Executive Independent 7
Mr. Praveen Somani Non-Executive Independent 6
Mr. Parvesh Goel Non Executive Independent 7
Mr. Raja Singla Non Executive Director 14
Ms. Supriya Singla Non Executive Director 14
Mr. Jai Parkash Bansal Non-Executive Independent 2
Mrs. Rekha Dalmia Non-Executive Independent 1

COMMITTEES OF THE BOARD OF DIRECTORS

• Audit Committee

The Company has an Audit .Committee of the Board of Directors. The Committee met fourtimes during the year 2018-19 on 29th May 2018 7th August 2018 13th November 2018and 11th February 2019. The attendance of the Audit Committee Members was as under.

Name Category No. of Meeting(s) Attended
Mr. Sachin Gupta Non-executive Chairman 4
Mr. Hitesh Kohli Non-executive Independent 3
Mr. Parvesh Goel Non executive Independent 3
Mrs. Manju Singla Non executive 4
Mr. Praveen Somani Non-executive Independent 2
Mr. Jai Parkash Bansal Non-Executive Independent 0
Mrs. Rekha Dalmia Non-Executive Independent 0

The committee was reconstituted on 7th March 2019 after the resignation of Mr. HiteshKohli on

07.03.2019 and Mr. Sachin Gupta on 20.03.2019. Further Mr. Jai Parkash Bansal wasappointed as Director with effect from 07.03.2019 and Ms. Rekha Dalmia was appointed asDirector with effect from 20.03.2019. The details of Reconstituted Remuneration Committeeis as under:

Name Category
Mr. Parvesh Goel Non-executive Independent
Mrs. Manju Singla Non-executive Woman Director
Mr. Praveen Somani Non-executive Independent
Mr. Jai Parkash Bansal Non-executive Chairman
Mrs. Rekha Dalmia Non-executive Independent

The role of Audit Committee includes the following:

1. Oversight of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

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

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

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

• Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of Sub- Section (5) of Section 134 of theCompanies Act 2013. Changes if any in accounting policies and practices and reasons forthe same.

• Major accounting entries involving estimates based on the exercise of judgementby the Management.

• Significant adjustments made in the financial statements arising out of auditfindings.

• Compliance with listing and other legal requirements relating to financialstatements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report.

5. Review/examine with the Management the quarterly/year to date financial statementsand auditor's report thereon before submission to the Board for approval.

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

7. Reviewing/Monitoring with the Management the statement of uses/application/end useof 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 statedin the offer document/prospectus/ notice and the report submitted by the monitoring agencymonitoring the utilization of the proceeds of a public or rights issue and makingappropriate recommendations to the Board to take up steps in this matter.

8. Reviewing/evaluating with the Management performance of Statutory and InternalAuditors internal financial controls risk Management system and adequacy of the internalcontrol systems.

9. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment 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 intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

12. Discussion with Statutory Auditors before the audit commences about the nature andscope 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 depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

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 otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate.

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

17. Review and monitor the Auditor's independence performance and effectiveness ofAudit process.

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

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 termsof reference seek information it requires from any employee obtain outside legal orother independent professional advice and secure attendance of outsiders with relevantexpertise if considered necessary. Apart from the above the Audit Committee alsoexercises 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 thatthe Audit committee mandatorily reviews:

• Management Discussion and Analysis of financial conditions and results ofoperations.

• Statement of significant Related Party Transactions (as defined by the AuditCommittee) submitted by Management.

• Management letters / letters of internal control weaknesses issued by theStatutory 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 responsiblefor the Company's internal financial controls and financial reporting process. TheIndependent Auditors are responsible for performing an independent audit of the Company'sfinancial statements in accordance with the Indian Accounting Standards (Ind AS) and forissuing a report thereon.

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

In this regard the Committee discussed with the Statutory Auditors the overall scopefor their audit. The Management presented to the Committee the Company's financialstatements and also represented that the Company's financial statements had been drawn inaccordance with the Ind AS. Based on its review and discussions conducted with theManagement and the Independent Auditors the Audit Committee believes that the Company'sfinancial statements are presented in conformity with Ind AS in all material aspects.

The Committee has reviewed Statement of Contingent Liabilities Management Discussionand Analysis Financial Statements of subsidiary Companies Investments made by SubsidiaryCompanies Directors' Responsibility Statement Financial Results and Draft Audit/ LimitedReview Report thereon Financial Statements and Draft Auditors' Report approval(including modification if any) and review of Related Party Transactions and scrutinizedinter corporate loans and investments of the Company.

The Committee also approved the Capex proposals during the Financial Year 2018-19.Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored bythe 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 theCompany for the period from 1st April 2017 to 31st March 2019 and discussed and approvedtheir audit plan. and approved their scope of work.

Remuneration of Statutory Auditors for FY 18-19 was also approved.

In conclusion the Committee is sufficiently satisfied that it has complied with theresponsibilities as outlined in the Audit Committee's responsibility statement.

• Remuneration Committee

The Remuneration Committee met once in the year 2018-19 on 01.04.2018 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 0
Mr. Praveen Somani Non executive Independent 1
Mrs. Manju Singla Non executive Woman Director 1
Mr. Jai Parkash Bansal Non-executive Independent 0
Ms. Rekha Dalmia Non-executive Independent 0

The committee was reconstituted on 20th March 2019 after the resignation of Mr. HiteshKohli on

07.03.2019 and Mr. Sachin Gupta on 20.03.2019. Further Mr. Jai Parkash Bansal wasappointed as Director with effect from 07.03.2019 and Ms. Rekha Dalmia was appointed asDirector with effect from 20.03.2019.The details of Reconstituted Remuneration Committeeis as under:

NAME CATEGORY
Mr. Jai Parkash Bansal Non-executive Chairman
Ms. Rekha Dalmia Non-executive Independent
Mr. Parvesh Goel Non-executive Independent
Mr. Praveen Somani Non-executive Independent
Mrs. Manju Singla Non-executive Woman Director

The roles and responsibilities of the Committee include the following:

1. Formulate the criteria for determining qualifications positive attributes andindependence of a Director.

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

3. Formulate the criteria for evaluation of Director's and Board's performance and tocarry out the evaluation of every Director's performance.

4. Devising a policy on Board diversity.

5. To engage the services of consultants and seek their help in the process ofidentifying 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 onbehalf of the Shareholders policy on remuneration of Directors Key Managerial Personnel(KMP) & other Employees including ESOP pension rights and any other compensationpayment.

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

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

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

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

12. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme andrecommending 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 StakeholdersRelationship Committee. The Stakeholders Relationship Committee met 17 times upto 31stMarch 2019 i.e. on 10th April 2018 24th April 2018 11th June 2018 31st July 20188th August 2018 29th August 2018 12th September 2018 21st September 2018 13thOctober 2018 24th November 2018 8th December 2018 24th December 2018 7th January2019 22nd January 2019 8th February 2019 25th February 2019 and 12th March 2019.The attendance of the Members of Stakeholders

Relationship Committee was as under:

Name Categories No. of Meetings
Mr. Suresh Chand Singla Managing Director 15
Mr. Naresh Kumar Singla Managing Director 14
Mr. Sachin Gupta Non-Executive Chairman* 16
Mr. Jai Parkash Bansal Non-Executive Chairman* 1

Stakeholders Relationship Committee has been reconstituted on 07/03/2019 and Mr. JaiPrakash Bansal has been offered as a Chairperson of the Company:

Name Categories
Mr. Suresh Chand Singla Managing Director
Mr. Naresh Kumar Singla Managing Director
Mr. Jai Parkash Bansal Non-Executive Chairman

MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 25/03/2019. 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.

FUTURE PLANS

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.

FIXED DEPOSIT

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

DIVIDEND

No dividend was recommended for the financial year ended 31.03.2019.

TRANSFER TO RESERVES

A Sum of Rs. 308.04 Lakhs was transferred to General Reserves out of the Profits forthe Current year and the Reserves and Surplus increased from Rs. 1154.39 Lakhs to Rs.1462.43 Lakhs.

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.

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.

DIRECTORS

Mrs. Manju Singla shall retire in this Annual general meeting and being eligible offersherself for re-appointment. Mr. Jai Parkash Bansal who was appointed as AdditionalDirector with effect from 07.03.2019 and it is proposed to appoint him as IndependentDirector for a period of 5 years. Further Ms. Rekha Dalmia was appointed as AdditionalDirector with effect from 20th March 2019 and it is propose to appoint her as independentdirector for a period of 5 years. The details of remuneration of directors may be referredto in the Corporate Governance Report.

All the independent directors namely Mr. Jai Parkash Bansal Mr. Praveen Somani Mr.Parvesh Goel and Ms. Rekha Dalmia had furnished a statement of declaration to be given byindependent directors under sub section (6) of Section 149 of Companies Act 2013. Mr.Sachin Gupta and Mr. Hitesh Kohli had earlier furnished a statement of declaration to begiven by independent directors under sub section (6) of Section 149 of Companies Act2013Out of the Above directors Mr. Sachin Gupta resigned on 20th March 2019 and Mr.Hitesh Kohli resigned on 7th March 2019.

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 March2019 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 2019 on a going concern basis.

(5) the directors had laid down se to be followed by the company and that such internalfinancial controls are adequate and were operating effectively.

(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.

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on29.05.2018 07.08.2018 13.11.2018 and 11.02.2019.

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.

AUDITORS

The Shareholders had re-appointed M/s Sunita Agrawal & Company as Statutory Auditorof the company upto 31st Annual General Meeting of the Company.

STATUTORY AUDITORS' REMARK

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

SECRETARIAL AUDITORS' REMARK

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review your Company had foreign exchange inflows of Rs.1390.10 lakhs and foreign exchange outflows of Rs. 2050.01 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

There was no presentation to Institutional Investors & analyst during 2018-19.

Plant Locations

• Works and Registered Office

A-902A RIICO Industrial Area Phase-III Bhiwadi Rajasthan.

• E-540 Industrial Area Chopanki Bhiwadi Rajasthan.

SHARE CAPITAL

The company during the financial year under review has issued 525000 shares(Preferential Basic) and the Paid up share capital of the company stands at Rs.82637000/- and authorized share capital of the company stands at Rs. 100000000/-.

WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 the company is required to comply with theprovisions of woman director as the company is a listed public Company. Currently Companyhave Mrs. Manju Singla one woman Director in their Board.

Material Changes and Commitment

There are some material changes and commitments occurred which affect the financialposition of the Company from the last financial year to end of the financial year of theCompany to which the financial statements relate and the date of the report. Stakeholdersare advice to refer note standalone financial statement for the year ended March 31st2019 as included in this annual report. For more clarity kindly go through Note no. 41 ofstandalone financial statement for the year ended March 31st 2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2018-19 which may adversely impact thestatus of ongoing concern and operations in future.

DETAILS OF FRAUD REPORTED BY AUDITORS

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

SECRETARIAL AUDIT REPORT OF ITS MATERIAL UNLISTED SUBSIDIARIES

As per regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 and Circular No.: CIR/CFD/CMD1/27/2019 dated 08/02/2019Every listed entity and its material unlisted subsidiaries incorporated in India shallundertake secretarial audit and shall annex with its annual report a secretarial auditreport given by a company secretary in practice.

During the year Peptech Bioscience Limited become Material Unlisted Subsidiaries. Asecretarial audit report of Peptech Bioscience Limited is a part of this report as anAnnexure-5

ADOPTION OF POLICIES

The Board has adopted the new/amended policies upto the date of Annual General Meeting.Following are the list of policies adopted by the Board:-

1. Policy on Material Subsidiary

2. Policy on Succession Planning For The Board And Senior

3. Vigil Mechanism Policy

4. Risk Management Policy

5. Policy on Related Party Transactions

6. Policy on Preservation of Documents

7. Policy on Disclosure of Material Events or Information

8. Policy on Board Diversity

9. Policy For Prevention of Sexual Harassment

10. Nomination And Remuneration Policy

11. Materiality Policy

12. Familiarization Programme For Independent Directors

13. Content Archiving Policy

14. Code of Conduct For Prevention of Insider Trading

15. Code of Conduct For Board of Directors And Senior Management

The policies of the company are placed on the website of the company at:http://www.titanbiotechltd. com in investors sublink.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was a change in the composition of the Board of Directors and Key ManagerialPersonnel of the company during the year 2018-2019.

1. Mr. Sachin Gupta and Mr. Hitesh Kohli was resigned from the board on 20/03/2019 and07/03/2019.

2. Mr. Jai Parkash and Mrs. Rekha Dalmia was appointed on the Board on 07/03/2019 and20/03/2019.

3. Reappointed of Mr. Suresh Chand Singla and Mr. Naresh Kumar Singla as a ManagingDirector on the Annual General Meeting of Company held on 28/09/2019.

4. To appoint Ms. Supriya Singla who retire by rotation at the Annual General Meetingdated 28/09/2019 offer herself for reappointment.

5. Mr. Raja Singla was resigned from the Board on 18/07/2019.

6. Mr. Praveen Somani was appointed on the Board as Independent Director on 01/10/2014upto 30/09/2019. The term of appointment will be expire on this Annual General Meeting

i.e 30/09/2019. Mr. Praveen Somani does not show any further interest for working as anIndependent Director after expiry of this term.

7. Mr. Parvesh Goel was appointed on the Board as Independent Director on 01/10/2014upto 30/09/2019. The term of appointment will be expire on this Annual General Meeting i.e30/09/2019. Mr. Parvesh Goel does not show any further interest for working as anIndependent Director after expiry of this term.

Change in Nature of Business

There was no change in nature of business of company during the financial year ended31st March 2019.

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

During the year under review the subsidiary of company namely Peptech BiosciencesLimited took registration for various products. The Subsidiary company generated revenueof Three Crores and the company expect to perform better in the coming years. Theinformation in prescribed form of the performance and financial position of PeptechBiosciences Limited is attached as Annexure-1.

Form no. AOC -2 pursuant to clause (h) of sub-section (3) of Section 134 of CompaniesAct 2013 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 2018-19.

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.

Vigil Mechanism

The Company has established policy for Vigil Mechanism and the same is placed on thewebsite of the company at www.titanbiotechltd.com.

Risk Management Policy

Pursuant to Section 134(3)(n) of the Companies Act 2013 & SEBI Regulations theCompany has laid down Risk Management Policy to inform Board members about the riskassessment and minimization procedures. The Board of Directors don't foresee any elementsof risk which in its opinion may threaten the existence of the Company. The Company isaware of the risks associated with the business. Its regularly analyses and takescorrective actions for managing / mitigating the same. The Company's Risk managementframework ensures compliance with the provisions of Regulation 17(9) of the ListingRegulation and has institutionalized the process for identifying minimizing andmitigating risks which is periodically reviewed.

Corporate Social Responsibility

The provisions related to Corporate Social Responsibility are not applicable to theCompany.

Board Evaluation

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.

Secretarial Standards

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

Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

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

Extract of Annual Return

Extract of Annual Return has been placed on the website of the company atwww.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 directors'appointment and remuneration is attached as Annexure-3.

ANNUAL SECRETARIAL COMPLIANCE REPORT

As per the recommendation from the Committee on Corporate Governance constituted underthe Chairmanship of Shri Uday Kotak in its report dated October 05 2017and CircularNo.CIR/ CFD/CMD1/27/2019 dated 08/02/2019 annual secretarial compliance report as performat prescribed by the SEBI shall be submitted by the PCS on compliance of allapplicable SEBI Regulations and circulars/ guidelines issued thereunder consequent towhich the PCS require to submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report asan Annexure-4. SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been issued by Mr. Amit Anand Practicing CompanySecretary regarding compliance of various laws is also annexed hereto as Annexure-6

Conservation of Energy Technology Absorption

The disclosure of Conservation of Energy and Technology Absorption is attached asAnnexure-A and forms part of the directors Report.

FORM A

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 ofNormal 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 throughGenerator Coal and LDO.

Disclosures of particulars with respect to Conservation of Energy.

A. POWER AND FUEL CONSUMPTION

PARTICULAR CURRENTYEAR 31.03.2019 PREVIOUS YEAR 31.03.2018
1. Electricity
a) Purchased
Unit 1518906 1190274
Total Amount (in Rs.) 13800854 10608972
Rate/ Unit (in Rs.) 9.09 8.91
b) Own Generation
Through Diesel Generator 12210 63129
Units 5.50 5.50
Units per Ltr. of Diesel 13.27 11.13
Cost/Unit (in Rs.)
c) Through steam turbine/ Generator Units
Units per Ltr. NA NA
Fuel oil/gas (in Ltrs.) NA NA
Cost/Unit (in Rs.) NA NA
2. Coal
Quantity (Tonnes) 2410.73 1382.15
Total Cost (in Rs.) 13670418.77 9296773.15
Average rate per ton (in Rs.) 5670.67 6726.29
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) 1458409 6324378
No. of Hrs. TFH Run 666 3443
Steam Generated Nil
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 9.09 8.91
2. LDO Units/kg NIL NIL
3. Coal NA 6.45 6.72
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 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

Particular Current Year Previous Year
a) Capital Nil NIL
b) Recurring 346153 914833
c) Total 346153 914833
d) Total R & D Expenditure as a percentage of total turnover 0.06 0.16

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: Company actively participate in variousinternational exhibitions and conferences. Company representative as authorized by Boardor any agreement (formal or informal) pay visit to foreign countries time to time forpromotion purpose.

(b) Total Foreign Exchange Earned : Rs. 1390.10 Lakhs
(c) Total Foreign Exchange Used : Rs. 2050.01 Lakhs

 

For Titan Biotech Limited For Titan Biotech Limited
Suresh Chand Singla Naresh Kumar Singla
Date: 02.09.2019 Managing Director Managing Director
Place: Delhi DIN 00027706 DIN 00027448

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