| Dear Members,
The Directors have pleasure in presenting their 23rd Annual Report and
Audited Accounts of the Company for the year ended 31st March, 2015.
FINANCIAL RESULTS:
(Amt. in Lakhs of Rupees)
Particulars Current Year Previous Year
2014-2015 2013-14
Income from Operations 227.30 102.42
Other Income 112.10 103.20
Total Income 339.40 205.62
Total Expenses 310.89 180.97
Profit before tax 28.51 24.65
Tax Expenses/Provisions 5.05 4.22
Profit after Tax 23.46 20.43
Balance Carried to Balance Sheet 122.58 99.12
PERFORMANCE AND REVIEW
During the year under review income from operations 'was Rs. 227.30 as
compared to rs. 102.42 during the previous year. Further, the Profit
before tax 'was Rs. 28.51 as compared to Rs. 24.65 during the previous
year.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 10 (ten) 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 is planning to invest money in various attractive
investment schemes. The Company has earned profits with its investments
in the last year and the company will continue to invest in profitable
schemes.
FIXED DEPOSIT
During the period of under review, the Company has not accepted the
deposits.
DIVIDEND
Due to Inadequate Profits, the Board do not propose to recommend any
dividend.
DIRECTORS
IMr Suresh Chand Singla shall retire in this Annual general meeting and
being eligible offers himself for re-appointment.
The independent directors namely Mr. Rakesh Kumar Gupta and Mr. K C
Gupta 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 th e 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, 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 Com panies 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, there were no foreign exchange earnings
or outgo.
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,
Dalal Street, Mumbai
Particulars of Loans, Guarantees or Inve stments 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.
Extract of Annual Return
Extract of Annual Return in Form No. MGT-9 has been annexed to the
Directors Report as Annexure 1
Form no. AOC - 2 pursuant to clause (h) of sub-section (3) o f Secti on
134 of Co mpa nies Act, 2013 and Rules 8(2) of Co mpa nies (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 Securities Limited has not entered into any contract or
arrangement or transaction 'with any rel ated party which is not at
arms length pursuant to Section 188 of Com panies Act, 2013.
2. Details of Contracts or Arrangements entered into at arm s length
basisi- Titan Securities Limited has entered into contract or
arrangement or transaction with related party as per details below :
1 . Name of Lender/Related Party i Titan Securities Limited
2. Name of Borrower i Titan Biotech Limited
3. Nature of Contract : Loan
4. Rate of Interest ! 1 2% PA.
5. Amount i Rs. 5 Crore in tranches or parts as per requirement
6. Tenure of Loan : 7 Years
7. Prepayment Charges i Nil
8. Purpose : To finance modernization project of plant of Titan
Biotech Limited, Bhiwadi
Risk Management
Mrs. Manju 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 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 ppointment, 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.
Inform ation of Subsidia ry/Associate Companies Pursuant to Secti on
129(3) of Co m panies Act, 2013, a state m ent co ntaining salient
features of financial state ments of subsidiary co mpany/associate
Company in Form ADC 1 is attached to this report as Annexure-2
Conservation of Energy and Technology Absorption
The provisions of Conservation of Energy and Technology Absorption are
not applicable to Co mp any.
Statement of Disclosure U/S 197 of Com pa nies Act & Rule 5(1) of Com
pa nies (A ppoi ntm ent and ReM uneration of M anagerial Personal) Rul
es,201 4 Attached as Annexure-III
Secretarial Audit Report
Secretarial Audit Report is annexed as Annexure-IV
Risk and Concern
Risk is an inherent part of any business but risk can be managed. We
have a clearly formulated risk management system in place to identify
both external and internal risk and to take appropriate corrective
action on time.
Internal Control System and their Adequacy
The Company has an adequate system of internal control implemented by
the management towards achieving efficiency in operations, optimum
utilization of resources and effective monitoring thereof and
compliance 'with applicable laws.
The Companies internal controls are founded on sound internal audit
practices. The experienced professionals take care of the internal
control sytems.
Financial performance vis~a~vis operational performance
The Company earned a profit of Rs. 23.46 Lacs during 2014-15 as
compared to Rs. 20.43 Lacs during 2013-14. The operational income 'was
Rs. 227.30 Lacs as compared to Rs. 102.42 Lacs during the previous
year.
Material Development in Human Resources
The Management and Employees enjoy a cordial relationship and objective
of both of them are in line to meet 'with the overall objectives of the
company.
Acknowledgement
Your Director would like to express their grateful appreciation for the
assistance and continued co-operation extended by the Bankers,
Government Agencies, Shareholders, customers, and wish to place on
record their deep sense of commitment shown by the employees at all
levels and acknowledge their contribution for the smooth operation of
the Company during the year under report.
ANNEXURE TO THE DIRECTORS REPORT
Statement of Disclosure of Information under Section 197 of Companies
Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014.
1 Ratio of Remuneration of Each Director to the median remuneration of
the employees of the com pany for the financial year 2014-15:
Particulars Ratio of Median Remuneration
Mrs. Manju Singla, Managing Director 5.95:1
Notes: 1. The Non Executive Directors of the company are entitled for
sitting fee and commission as per the statutory provisions and within
the limits approved by the shareholders. The details of remuneration of
non executive directors are provided in the corporate governance report
and is governed by different remuneration policy, as detailed in the
said report, the ratio of remuneration and % increase for non executive
directors remunerations therefore not considered for the purpose above.
ii The percentage increase in remuneration of each director, Company
Secretary & Chief Financial Dfficer of the company during the financial
year 2014-15.
Particulars % increase in
remuneration in
the financial year
Mrs. Manju Singla, Managing Director Nil
Mr. Ravinder Singh Kataria, Compa ny Secretary 13.33
Mr. Ankur Gupta, Chief Financial Officer N.A. Nil
iii The percentage increase in the median remuneration of employees
in financial year! 11.59%
iv The no. of permanent employees on the rolls of Company as on 31st
March, 2015 was 06.
v Explanation on relationship between Average Increase in
Remuneration and Company Performance:
(Amt. Rs. In Lacs)
Particulars 2013-14 2014-15
Gross Sa.es 102.42 227.30
Net Profit Before Tax 24.65 28.51
% increase in sales 121.93%
% increase in profits 15.65%
% increase in Employee 8.47%
Re m u neration
vi Comparison of the remuneration of Key Managerial Personnel against
the of the company performance
(Amt. Rs. In Laos)
Particulars 2013-14 2014-15
Gross Sa.es 102.42 227.30
Net Profit Before Tax 24.65 28.51
% increase in sales 121.93%
% increase in profits 15.65%
KMP Remuneration 13.89%
(Rs. i n Laos)
% KMP Remuneration to 6.11%
% KMP Remuneration to 48.72%
Net Profit Before Tax
vii The Market Capitalisation of the Company as on 31st March, 2015
'was Rs. 16.43
crores as compared to Rs. 12.90 crores on 31st March, 2014. The Closing
Price of equity share of the Company on the BSE 'was Rs. 6.57 on 31st
March, 2015.
viii Average Percentage increase in the salary of employees other than
managerial personnel was % whereas the increase in managerial
remuneration was % . The Average increase in every year 'was an outcome
of company s market competitiveness as against its peer group companies.
In keeping with our reward policy and benchmarking results, the increase
this year reflect the market practice.
ix Comparison of each rem uneration of Key M anagerial P ersonnel
against the perform ance of the company
Aggregate rem uneration of Mr. Ravinder Singh 2.04
Kataria, Company Secretary (Rs. In Laos)
Aggregate Remuneration of Mr. Ankur Gupta, CFO (Rs. 7.15
In Lacs)
Aggregate Remuneration of M r s . M anju Singla, 4.80
Managing Director
Profit before Tax (PBT) (Rs. In Lacs) 28.51
Remuneration of Mr. Ravinder Singh Kataria (as % of PBT) 7.15%
Remuneration of Mr. Ankur Gupta (as % of PBT) 25.08%
Remuneration of M r s . M a nj u Singla, M anaging 16.84%
Director (as % of PBT)
x The Key Parameters for any variable component of remuneration
xi The ratio of remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess
of the highest paid directors during the
xii It is hereby affirmed that the remuneration paid during the year is
as per remuneration policy of the company.
For Titan Securities Limited For Titan Securities Limited
Manju Singla Naresh Kumar Singla
Managing Director Director
DIN 00027790 DIN 00027448
Date :27.08.2015
Place : Delhi
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