you are here:

Titan Biotech Ltd.

BSE Live

Nov 26, 16:00
278.90 6.30 (2.31%)
  • Prev. Close


  • Open Price


  • Bid Price (Qty.)

    275.70 (8)

  • Offer Price (Qty.)

    278.90 (30)

NSE Live

Dec 27, 11:22
NT* 0.00 (0.00%)
No Data Available
  • Prev. Close


  • Open Price


  • Bid Price (Qty.)

    - (0)

  • Offer Price (Qty.)

    - (0)

Titan Biotech is not listed on NSE

Annual Report

For Year :
2018 2016 2015 2014 2013 2011 2010 2008 2002

Director’s Report


The Members,

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


(Amt. in Lakhs of Rupees)




Current Year 2017-2018

Previous Year 2016-17

Current Year 2017-18

Previous Year 2016-17






Profit for the year before interest, depreciation and tax





Less: Interest





Less: Depreciation





Profit/Loss before tax





Provision for Taxation





Profit/Loss after Tax





Surplus brought forward from Previous Year





Profit available for Appropriations





Proposed Dividend including Tax





Balance Carried to Balance Sheet






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.


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.


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 directors’ 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


No. of Board Meeting held during 2017-18

Mr. Naresh Kr. Singla

Managing Director


Mr. Suresh Chand Singla

Managing Director


Mrs. Manju Singla

Non-Executive Woman Director


Mr. Sachin Gupta

Non-Executive Independent


Mr. Hitesh Kohli

Non-Executive Independent


Mr. Praveen Somani

Non-Executive Independent


Mr. Parvesh Goel

Non Executive Independent


Mr. Raja Singla

Non Executive Director


Ms. Supriya Singla

Non Executive Director



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



No. of Meeting(s) Attended

Mr. Sachin Gupta

Non-executive Chairman


Mr. Hitesh Kohli

Non-executive, Independent


Mr. Parvesh Goel

Non executive, Independent


Mrs. Manju Singla

Non executive


Mr. Praveen Somani

Non-executive Independent


The role of Audit Committee includes the following:

1. Oversight of the Company’s 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 Director’s Responsibility Statement to be included in the Board’s 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 auditor’s 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 Auditor’s 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 Company’s internal financial controls and financial reporting process. The Independent Auditors are responsible for performing an independent audit of the Company’s 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 Company’s financial statements and also represented that the Company’s 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 Company’s 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, Directors’ Responsibility Statement, Financial Results and Draft Audit/ Limited Review Report thereon, Financial Statements and Draft Auditors’ 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 Committee’s 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:-



No. of Meeting(s) Attended

Mr. Sachin Gupta

Non-executive Chairman


Mr. Hitesh Kohli

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 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 Director’s and Board’s performance and to carry 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 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 7th April, 2017, 3rd May, 2017, 11th May, 2017, 19th May, 2017, 15th July, 2017, 31st July, 2017, 12th August, 2017, 6th September, 2017, 12th October, 2017, 31st October, 2017, 23rd 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


Mr.Naresh Kumar Singla

Managing Director


Mr. Sachin Gupta

Non-Executive Chairman



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


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.


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.


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 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.


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.


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.


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


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.


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.


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, 2018 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, 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.


(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.


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


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.


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.


(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


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 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 2017-18.

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

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 don’t 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 Company’s 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 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.

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 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.


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.


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.


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.


The efforts made by the company in Technology Absorption is as per 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

(c) Total Foreign Exchange Used : Rs. 1191.12Lakhs

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

Director’s Report