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2 Board of Directors Mrs. Manju Singla Managing Director Mr. Suresh Chand Singla Director Mr. Naresh Kumar Singla Director Mr. Kailash Chand Gupta Director Mr. Rakesh Kumar Gupta Director Mr. Vikas Sharma Director Company Secretary & Compliance Officer Mr. Manupreet Singh Batra Auditors Deepika Setia & Co. Chartered Accountants 190, IIIrd Floor, Mukherjee Nagar, Delhi Bankers Oriental Bank of Commerce Punjab National Bank Registered Office rd A-2/3, , 3 Floor, Lusa Tower, Azadpur Commercial Complex, Delhi Registrar & Share Transfer Agent Link Intime India Private Limited nd 44, 2 Floor, Community Centre, Nariana Industrial Area, Phase-1, Delhi Ph: / Fax: Contents Page No. Notice 1 Corporate Governance Report 2-9 Auditors Report on Corporate Governance 10 Directors Report Management Discussion and Analysis Report Auditors Report Balance Sheet 22 Profit & Loss Account 23 Notes to the Financial Statements Cash Flow Statement 42 Green Initiative Form Attendance Slip & Proxy Form 45

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4 NOTICE ST NOTICE IS HEREBY GIVEN THAT 21 ANNUAL GENERAL MEETING OF MEMBERS OF TH TITAN SECURITIES LIMITED WILL BE HELD ON MONDAY THE 30 SEPTEMBER, 2013 AT 9.30 AM AT E-130, SECTOR-5, BAWANA INDUSTRIAL AREA, DELHI ORDINARY BUSINESS st 1. To receive, consider and adopt the Balance Sheet as on 31 March, 2013 and the Profit & Loss Account for the period ended on that date and the Report of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Vikas Sharma, who retires by Rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Suresh Chand Singla, who retires by Rotation and being eligible, offers himself for re-appointment. 4. To appoint Auditors and fix their remuneration and in this regard to consider and, if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution: RESOLVED THAT Deepika Setia and Company, Chartered Accountants, be and are hereby appointed as Auditors of the Company, to hold office as such from the conclusion of this annual General Meeting until the conclusion of next Annual General Meeting of the Company on such remuneration as may be fixed by the Board of Directors. Date: Place: Delhi For Titan Securities Limited Manju Singla Managing Director NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll instead of himself/herself. A proxy need not be a member of the Company. However, proxies in order to be effective must be received at the Registered Office of the Company not less then twenty four hours before the Annual General Meeting. 2. The Share Transfer Books and Register of Member of the Company will remain closed th th from 23 September, 2013 to 30 September 2013 (both days inclusive). 3. Members are requested to intimate to the Company queries, if any, regarding these accounts/notice at least 7 (seven days) before the meeting to enable the management to keep the information ready at the meeting.

5 CORPORATE GOVERNANCE REPORT COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE Your Company has adopted good corporate governance norms laid down by Securities and Exchange Board of India and is committed to ensure transparency in its affairs which is expected by all stakeholders of company including shareholders, lenders, employees, customers and public at large. The Company is making all out efforts for enhancing shareholders wealth. At TITAN SECURITIES LTD., we are committed to Good Corporate Governance to ensure that all functions of the Company are discharged in professionally sound and competent manner. Given below is the requisite information relating to corporate governance as required under the listing agreement with stock exchanges COMPOSITION OF BOARD BOARD OF DIRECTORS The Board of Directors of your company comprises of six Directors, of which five are Nonst Executive Directors. Composition of the Board of Directors as on 31 March, 2013 was as under:- Attendance No. of Directorships and committee Member / Chairmanship Name of Director Status Board Meeting Last AGM Other Directorship Committee Membership Committee Chairmanship Mrs. Manju Singla Managing Director 09 Yes 3 Nil Nil Mr. Suresh Singla Non-Executive Director 08 Yes Mr. Naresh Kr. Singla Non-Executive Director 08 Yes 5 1 Nil Mr. Rakesh Kr. Gupta Non-Executive Independent 09 No Mr. Kailash Chand Gupta Non-Executive Independent 04 No 0 3 Nil Mr. Vikas Sharma Non-Executive Independent 09 No 4 2 Nil The Board met nine times during the year , on , , , , , , , and Directors' Remuneration The remuneration paid to the Manju Singla, Managing Director during the year from 2

6 to was Rs /- (Rs. Four Lacs and Twenty thousand only) Gross remuneration includes salary and perquisites. The Company has a policy of not advancing any loan to Directors. The Company does not have any stock option scheme. BOARD PROCEDURES As per Corporate Policy all the statutory and material information are placed before the Board with a view to enable it to discharge efficiently its responsibilities in formulating the strategies and policies for the growth of the Company. The Agenda and other relevant papers were circulated ahead of the scheduled dates of the meetings. The day-to-day affairs of the Company are managed by the Managing Director subject to the supervision and control of the Board of Directors. Opinions and advices of the Independent & Nonexecutive Directors are considered valuable guidance. COMMITTEES OF THE BOARD OF DIRECTORS Audit Committee The Company has an Audit Committee of the Board of Directors. The Committee met five th st th th times during the year , on 30 April 2012, 31 May, 2012, 30 July 2012, 24 th th August, 2012, 30 October, 2012 and 28 January, The attendance of the former Audit Committee Members was as under. Name Mr. K.C.Gupta Mr. Rakesh Gupta Mr. Vikas Sharma Category Non-Executive Non-Executive Non-Executive No. of Meeting (s) Attended Remuneration Committee Name Mr. K.C.Gupta Mr. Rakesh Gupta Mr. Vikas Sharma Category Non-executive, Independent Non-executive, Independent Non-executive, Independent 3

7 Shareholders/Investor's Grievance Committee The Board had delegated the power to attend investor complaints to Shareholders and Investors Grievance Committee. The Shareholders/Investors' Grievance Committee met st thirteen times upto 31 March, 2013 i.e. on , , , , , , , , , , , & The attendance of the Members of Share Transfer & Shareholders / Investors' Grievance Committee was as under: Mr. Suresh Chand Singla Non - Executive Chairman 13 Mr. Naresh Kumar Singla Member 13 Mr. K. C. Gupta Member 2 II OTHER DISCLOSURES Details of last three Annual General Meetings: VENUE DATE TIME E-130, Sector-5, Bawana Industrial Area, Delhi , Delhi Mushroom Farms; Kadipur, Delhi , Delhi Mushroom Farms; Kadipur, Delhi :30 AM 09:00 AM 09:00 AM Whether special resolution were put through postal ballot : No Details of voting pattern. Person who conducted the Postal Ballot exercise : None Total Postal Ballot Forms Received : N-A No. of Shares in respect of ballots received : N-A Postal Ballot form with assent for shareholders : N-A No. of Shares in respect of which assent recd : N-A No. of Dissentient Shareholders, if any : N-A Status of Special Resolution : N-A 4

8 (A) Related party Transaction Related Party Transaction during the year has been disclosed in the Notes to the Accounts in the Annual report as required under the Accounting Standard 18 issued by the Institute of Chartered Accountants of India. The transactions with the Companies, where the director of the Company were interested, were in the normal course of business and there was no related party transaction that had potential conflict with the interests of the Company at large. (B) Disclosure of Accounting Treatment In preparation of the Financial Statements, the Company has followed the accounting standards issued by the Institute of Chartered Accountants of India. (C) Management Discussion and Analysis Report Management Discussion and Analysis forms part of the Director's Report and is given separately in the Annual Report. (D) Information pursuant to Clause 49IV (G) of the Listing Agreement A brief resume and name of the Companies in which Directors, who are being appointed/re-appointed, hold Directorship/ Committee Membership are given in the Corporate Governance Report. (E) (F) Details of Compliance with mandatory requirement The Company has fully complied with the mandatory requirement of clause 49 of the Listing Agreement of the Stock Exchange. Company has submitted the quarterly Compliance report to the stock exchange within the prescribed time limit. Whistle Blower Policy The Company has in place a highly effective whistle Blower policy which set out the process and mechanism whereby employees at various levels in the organization can bring to the notice of the management any violation of the applicable laws regulations as also any unethical or unprofessional conduct. All such reports are taken up for consideration at appropriate intervals depending upon the gravity of the matters reported so that adequate rectifying measures can be initiated in the right earnest, at the appropriate levels. In order to encourage the employees to freely air their views and voice their concerns on various matters and to prevent any victimization of the employees, identify of the employees kept confidential. 5

9 MEANS OF COMMUNICATION Half yearly report sent to each household of Shareholders No. Company is publishing the results in National & Regional newspapers. Quarterly Results are normally published in Newspapers or not Quarterly Results are published in the National & Regional newspapers. Any web-site, where displayed, where it also displays official news Releases and the presentations made Institutional investors or to the Analysts The Company is filing all the relevant information with BSE. The Quarterly results are sent immediately after the approval of the same in the Board Meeting. Where Management Discussion & Analysis Report is a part of Annual Report or not Yes ANNUAL GENERAL MEETING TIME VENUE th 30 September :30 AM E-130, Sector-5, Bawana Industrial Area, Delhi FINANCIAL CALENDER (TENTATIVE) Financial Reporting for the quarter ending June 30, 2013 Financial Reporting for the quarter ending September 30, 2013 Financial Reporting for the quarter ended December 31, 2013 Financial Reporting for the year ending March 31, 2014 Annual General Meeting for the year 2014 End of July' 2013 End of October' 2013 End of January, 2014 End of May, 2014 September' 2014 STOCK EXCHANGES Name of Stock Exchange : Bombay Stock Exchange Limited 6

10 MARKET PRICE DATA OF BOMBAY STOCK EXCHANGE : Month High Price Low Price Month High Price Low Price Apr Oct May Nov Jun Dec Jul Jan Aug-12 Sep Feb-13 Mar SHARE TRANSFER SYSTEM M/s Link Intime India Private Limited has been acting as the Registrar & Transfer Agent of the Company and handling both demat and physical transactions of Company. Share Transfers in physical form are registered, if documents are clear in all respect within 15 days and shares are returned to the registered holder in physical form. The Share Transfer and Shareholders/Investors Grievance Committee meet frequency to approve transfer of shares. DEMATERIALISATION OF SHARES AND LIQUIDITY All requests for dematerialization of shares are processed and confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central st Depository Services (India) Ltd. (CDSL) within the stipulated time. Upto 31 March,2013, equity shares of the Company has been dematerialized. OTHER DETAILS ARE AS UNDER: Approximate time taken for share transfer if the : 15 days Documents are clear in all respects Demat ISIN Number for Equity Shares of the : INE-150C01011 Company in NSDL & CDSL Total No. of shares dematerialised upto : shares Total No. of shares rematerialised upto : NIL Total No. of shares transferred during (physical) : 3420 No. of shares pending for transfer as on : NIL No. of shares pending for dematerialisation : NIL CEO/CFO Certification : The Managing Director has furnished the requisite certificate to the Board of Directors under revised clause 49 of the listing agreement. 7

11 Declaration under Clause 49-1 (D) of the Listing Agreement It is hereby declared that all Board Members and Senior Executives of the Company have affirmed compliance to Code of Conduct as applicable to them for the Financial Year ended on st 31 March, Complaints by shareholders & their redressal during to : Details Given Below Nature of Complaints Loss of Share Certificate Delay in Transfer of Shares / Non-receipt of shares after Transfer Non-receipt of Dividend Warrants Non receipt of Shares after rejection of demat request Debenture Interest Payment/Redemption Others (Non-receipt of demat credit) TOTAL Shareholding Pattern as on Received NIL NIL NIL NIL NIL NIL NIL Solved NIL NIL NIL NIL NIL NIL NIL Sl. No. Category No. of Shareholders % age No. of Equity Shares % age 1. Resident Individuals Indian Companies Fls/Mutual Funds/Banks Indian Promoters NRIs/OCBs/FIIs/FCs Clearing House/Members In Transit TOTAL Distribution Of Shareholding as on Sl. No. Category No. of holders % age of holders Holding (Nos.) % age & above

12 REGISTRAR AND SHARE TRANSFER AGENT Address of the Registrar & Share Transfer Agent for correspondence: Link Intime India Private Limited 44, Community Centre, Naraina Industrial Area Phase-I, New Delhi. Phone Nos /594, Fax No CV OF MR. VIKAS SHARMA, DIRECTOR LIABLE TO RETIRE BY ROTATION Mr. Vikas Sharma is a B.Com Graduate and very good knowledge of shares and other securities. He has 4 years experience of Share Market and gives his expertise advice to company in making investments in shares, Debentures, Bonds and other securities. He also has a knowledge listed and unlisted securities CV OF MR. SURESH CHAND SINGLA, DIRECTOR LIABLE TO RETIRE BY ROTATION Mr. Suresh Chand Singla is a B.A. Graduate and has more than 15 years experience of dealing in Share Market. He has been the backbone of the Company while making important decision regarding investments in shares, Debentures, Bonds and other securities. He also has a knowledge listed and unlisted securities. CERTIFICATION BY THE AUDITORS Under clause 49 of the Listing Agreement, the Statutory Auditors of the Company have verified the compliance of the Corporate Governance by the Company. Their certificate is annexed hereinafter. For Titan Securities Limited For Titan Securities Limited Manju Singla Naresh Kumar Singla Managing Director Director Date: Place: Delhi 9

13 AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of TITAN SECURITIES LIMITED, We have examined the compliance of conditions of Corporate Governance by st TITAN SECURITIES LIMITED for the year ended on 31 March, 2013 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has compiled with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement. We state that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the Company and noted by the Board of Directors/Share Transfer and Shareholders / Investors' Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. for Deepika Setia & Co. Chartered Accountants FRN N Deepika Setia F.C.A. Partner M.No Date: Place: Delhi 10

14 DIRECTORS' REPORT To, The Members, st Your Directors have pleasure in presenting their 21 Annual Report and Audited Accounts st of the Company for the year ended 31 March FINANCIAL RESULTS: (Amt. in Lacs of ) Income from Operations Other Income Total Income Total Expenses Exceptional Items Profit/Loss before tax Tax Expenses/Provisions Profit after Tax Balance carried to Balance Sheet CURRENT YEAR PREVIOUS YEAR PERFORMANCE AND REVIEW During the year under review the company could not do much business, which has resulted in a Gross Income of Rs lacs as compared to turnover for previous year of Rs Lacs. FUTURE PLANS The Capital Market continues to be volatile during the last financial year. FIXED DEPOSIT During the period of under review, the company has not accepted any fixed deposits. DIRECTORS Mr. Suresh Chand Singla shall retire in this Annual General Meeting and being eligible offers himself for re-appointment. Mr. Vikas Sharma shall retire in this Annual General Meeting and being eligible offers himself for re-appointment. 11

15 DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed: (1) that in the preparation of the annual accounts for the financial year ended st 31 March 2013 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, 1956 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 st 31 March, 2013 on a going concern basis. AUDIT COMMITTEE I. The Audit Committee held its meeting during the previous financial year on th th th 30 April 2012, 30 July 2012, 24th August 2012, 30 October, 2012 and st 28 January, II. III. 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. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committees under clause 49 of Listing Agreement as well as in Sec. 292A of the Companies Act, AUDITORS M/s Deepika Setia & Co., Chartered Accountants shall retire at the ensuring Annual General Meeting & being eligible offer themselves for reappointment. They have also furnished a certificate of eligibility for re-appointment u/s 224(1) of the Companies Act, 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. 12

16 AUDITORS' REMARK The observation made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors. PARTICULARS REFERED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956 The Clause pertaining to conservation of energy and technology absorption is not applicable to company. PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956 are NIL as there are no employees drawing remuneration of more than Rs. 5, 00,000/- or more per month and/or Rs.60, 00,000/- or more per annum. FOREIGN EXCHANGE EARNINGS AND OUTGO There are no foreign exchange earnings or outgo during the year under review. INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT (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 is as under: Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai ACKNOWLEDGEMENT Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banker, 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 success of the operation for the company. Date: Place: Delhi 13 For and on the behalf of the Board of Directors Manju Singla Naresh Kumar Singla Managing Director Director

17 MANAGEMENT DISCUSSION AND ANALYSIS REPORT IIndustry Structure & Development The Share Market has been volatile during the previous year. Our Company is in the business of sale and purchase of securities. The growth of the Company depends upon the gains from its investments in the capital market which depends upon the portfolio taken by the company, stability of government and also step taken by the government and other regulatory agencies to boost the capital market. On the other hand Capital markets get affected with imposition of any special tax on the day traders or brokers or speculators and arbitrageurs which in turn result in low share price. Further major sell out by Institutions also affect the investor interest adversely. Opportunity and Threats The capital market is volatile and opportunities of right investment do come up and your management takes suitable steps for making investments in good shares in the capital market. Instability of government, capital market scams and unethical means adopted by certain investors / brokers pose major threat to the growth and sustainability of capital market which may convert good investment decision to bad. Segment wise or Product wise performance The Company has three reportable segment viz. Sale & Purchase of shares (Trading and Investment), Financing Business (Granting of Unsecured Loan), Trading of Goods (Plastic Goods, Iron Sheets etc.) Outlook The prospects of investment in capital market are unpredictable. The share market looks very solid in long term. Risk and Concern Investment in the capital market is always risky. Any change of policy or bad news like a fall of a government etc. may result in major fall in Sensex and in turn can turn profitable investment into losses. Internal control System and their adequacy We adopt sound internal control system to make investments and the control systems of the company are adequate to check any fraud or error. The management is very cautious in financial matters and mainly invests with full proof system. Financial performance vis-à-vis operational performance The company earned a profit after tax of Rs The investments during the year have been made in mixed bag of good blue chip companies and other offering heavy returns in the long-term. The major income has been through financing. 14

18 Material Development in Human Resources There has not been any major development on the human resources front and industrial relation continues to be cordial. 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. For Titan Securities Limited For Titan Securities Limited Naresh Kumar Singla Manju Singla Director Managing Director Date: Place: Delhi 15

19 To, The Members of Titan Securities Limited AUDITOR'S REPORT 1. We have audited the attached Balance Sheet of Titan Securities Limited as at March 31, 2013 and also the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We have conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor's Report) Order, 2003 and amended by the Companies (Auditor's Report) Amendment Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956, and on the basis of such checks of the books and the records of the company as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in the said order, to the extent applicable to the company. We believe that our audit provides a reasonable basis for our opinion. 4. Further to our comments in the Annexure referred above, we report that: i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. ii) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of such books. iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account. iv) In our opinion, the attached Balance Sheet, the Profit and Loss Account and Cash 16

20 Flow Statement comply with the mandatory Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 unless otherwise disclosed in the significant accounting policies and notes to the accounts. v) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the st company are prima-facie, as at 31 March, 2013, disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes to the accounts thereto, to the extent of non-provision of gratuity & leave encashment for the year the effect of which cannot be determined thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:- a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2013; b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; c) In the case of the Cash Flow Statement, of the Cash flows for the year ended on that date. As required by the Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions 2008 we report that: 1. The Company is engaged in the business of non-banking financial institution and has been registered as NBFC with the Reserve Bank of India as required u/s 45-A of the Reserve Bank of India Act, 1934 and has obtained a Certificate of Registration (COR) from the bank. 2. As the Company is not accepting/holding public deposits, hence the clause 'B' of paragraph 3 of the NBFC Auditor's Report (Reserve Bank) Directions, 2008 is not applicable to the Company. 3. The Board of Directors has passed a resolution for non-acceptance of any public deposits. 4. The Company has not accepted any public deposits during the relevant year. 17

21 5. The Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning for bad & doubtful debts as applicable to it. 6. Clause 'D' of the paragraph 3 of NBFC Auditor's Report (Reserve Bank) Directions, 2008 is not applicable to the company. for Deepika Setia & Co Chartered Accountants FRN N Deepika Setia F.C.A. Partner M.No Date: Place: Delhi 18

22 ANNEXURE TO AUDITOR'S REPORT Annexure referred to in paragraph 3 of the Auditor's Report of even date to the Members of Titan Securities Limited on the accounts for the year ended March 31, In respect of Fixed Assets: a. The Company has maintained proper records showing full particulars, including quantitative details and situations of Fixed Assets on the basis of available information. b. As explained to us, all the fixed assets have been physically verified by the management during the year. There is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification. c. During the year, the company has not disposed off any substantial part of its fixed assets and the going concern status of the company is not affected. 2. In respect of its Inventories: a. The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable. b. In our view, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material. 3. a. According to the information's given to us, the company has not granted Unsecured loans to the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, b. According to the information given to us, the company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, Consequently, the requirements of Clauses (iii), (f) and (iii) (g) of paragraph 4 of the Order are not applicable. 4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system. 19

23 5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956: a. In our opinion and according to the information and explanations given to us, the company has not entered into any transaction exceeding the value of five lakh rupees in respect of any party and in any one financial year in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, b. As above said this clause is not applicable to the company. 6. According to the information and explanations given to us, the Company has not accepted any Deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company. 7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. 8. We are informed by the management that the Central Government has not prescribed the maintenance of cost records under Section 209(1) of the Companies Act, 1956 for any product of the Company. 9. In respect of statutory dues: a. According to the information and explanations given to us, no undisputedstatutory dues including Sales-Tax, Income-Tax, Wealth-Tax, Service Tax, Customs Duty and Excise Duty were outstanding as at 31 March,2013 for a period of more than six months from the date of becoming payable. b. According to the records of the company, there were no dues on account of above statutory dues The company does not have accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year. 11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders. 12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debenture and other securities. 13. In our opinion, the company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company. 20

24 14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the in its own name. 15. The Company has not given any guarantees for loans taken by others from bank and financial institutions; therefore, this is not applicable to the Company. 16. No Term Loan was applied / taken during the relevant year. 17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment by the company. 18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, The Company has not issued any debentures; therefore, this is not applicable to this Company. 20. The Company has not raised any monies by way of public issues during the year. 21. Based on the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year. for Deepika Setia & Co Chartered Accountants FRN N Deepika Setia F.C.A. Partner M.No Date: Place: Delhi 21

25 Balance Sheet as at 31st March, 2013 ( Amt. in Rs.) Note No. EQUITY AND LIABILITIES Shareholders' Funds Share Capital Reserves and Surplus ''2 ''3 250,162, ,869, ,031, ,162, ,390, ,552, Non-Current Liabilities Long-term Borrowings Deferred Tax Liabilities (Net) Current Liabilities Trade Payables Other Current Liabilities Short-term Provisions ''4 ''5 ''6 ''7 ''8 531, , ,131, , , , , , ,578, ,707, ,159, , ,225, TOTAL 259,798, ,356, ASSETS Non-Current Assets Fixed Assets Tangible Assets Non-Current Investments Long-term Loans and Advances Other Non-Current Assets Current Assets Inventories Trade Receivables Cash and Bank Balances Short-term Loans and Advances Other Current Assets ''9 ''10 ''11 ''12 ''13 ''14 ''15 ''16 ''17 3,165, ,666, ,780, ,414, ,026, ,266, ,101, ,404, ,772, ,588, ,359, ,566, , ,181, ,795, ,893, ,133, ,400, ,953, ,175, TOTAL 259,798, ,356, See accompanying Notes to the Financial Statements Auditor's Report As per our separate report of even date attached Date : Place : Delhi For Deepika Setia & Co. Chartered Accountants Deepika Setia F.C.A.Partner M.No , FRN N Manju Singla Managing Director For Titan Securities Limited Naresh Kr. Singla Director Manupreet Singh Company Secretary ACS No

26 Statement of Profit and Loss for the Year Ended 31st March, 2013 ( Amt. in Rs.) Note No. Year Ended Year Ended REVENUES Gross Revenue from Operations Other Income ''18 '19 2,015, ,454, ,886, ,358, Total Revenues 10,469, ,244,644,.36 EXPENSES Purchases of Shares Cost of Goods Sold Changes in Inventories Employee Benefits Expenses Finance Costs Depreciation and Amortization Other Expenses '' 20 ''21 ''22 ''23 ''24 ''25 17,331, (15,470,930.16) 4,241, , , ,376, ,079, ,403, (613,749.89) 5,789, , , ,308, Total Expenses 8,991, ,411, Profit/(Loss) before Exceptional and Extraordinary items and Tax 1,478, ,833, Exceptional Items ''26 710, , Profit before Tax 768, Tax Expenses: ''27 Current Tax 276, , Deferred Tax 13, , Profit/ (Loss) for the period 478, ,356, Earnings per Equity Share: Basic Diluted See accompanying Notes to the Financial Statements Auditor's Report As per our separate report of even date attached Date : Place : Delhi For Deepika Setia & Co. Chartered Accountants Deepika Setia F.C.A.Partner M.No , FRN N Manju Singla Managing Director For Titan Securities Limited Naresh Kr. Singla Director Manupreet Singh Company Secretary ACS No

27 Notes to the Financial Statements for the year ended March 31, SIGNIFICANT ACCOUNTING POLICIES 1.1. Basis of preparation of financial statements The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting and comply with the Accounting Standards prescribed by Companies (Accounting Standards) Rules, 2006, as amended, other pronouncements of the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 1956 to the extent applicable except wherever specially stated Use of estimates The preparation of financial statements in confirmity with the generally accepted accounting principles ('GAAP') requires management to make estimates and assumptions that affect the reported amounts of income and expenses of the period, assets and liabilities and disclosures relating to contingent liabilities as of the date of the financial statements. Actual results could differ from those estimates. Any revision in accounting estimates is recognised prospectively in future periods Fixed Assets and Depreciation Fixed Assets are stated at cost, less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing the assets to its working condition for its intended use. Financing cost relating to acquisition of fixed assets are also included to the extent they relate to the period till such assets are ready to be put to use Depreciation on fixed assets is provided on straight Line Method based at the rates specified in schedule XIV to the Companies Act, Fixed assets individually costing Rs.5,000 or less are fully depreciated in the year of purchase/installation. Depreciation on additions and disposals during the period is provided on a pro-rata basis Investments The Company values its investments at cost. In case of quoted investments, provision for diminution in the value of investments is not made as in the opinion of management such diminution is not of a permanent nature Cash and cash equivalents Cash and cash equivalents in the cash flow statement comprises cash in hand and balance in bank in current accounts, deposit accounts and in margin money deposits. 24

28 1.6. Foreign Currency Transactions Initial Recognition : Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction Conversion : Foreign currency monetary items are reported using the closing rate. Non-monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction Exchange Differences : Exchange differences arising on the settlement of monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expense in the year in which they arise Tax Expenses Income tax expense comprises current tax as per Income Tax Act, 1961 and deferred tax charge or credit ( reflecting the tax effects of timing difference between accounting income and taxable income for the period). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date Employee Benefits Pursuant to the requirements of AS 15 (revised 2005) on "Employee benefits", issued by the Institute of Chartered Accountants of India which has become effective from April 1, 2007, the Company has not provided for employee benefits as per the revised requirements of the standard. 25

29 Notes to the financial statements 2. SHARE CAPITAL A. Authorized, Issued, Subscribed and Paid-up Share Capital Authorized: 255,000,00 (Previous year 255,000,00) Equity Shares of Rs.10/-each. 255,000, ,000, ,000, ,000, Issued: 250,162,00 (Previous year 250,162,00) Equity Shares of Rs.10/- each Subscribed and Paid-up: 250,162,00 (Previous year 250,162,00) Equity Shares of Rs.10/- each 250,162, ,162, ,162, ,162, ,162, ,162, ,162, ,162, B. Reconciliation of Shares outstanding at the beginning and at the end of year are given below: Numbers (Amt. in Rs.) Numbers (Amt. in Rs.) Equity Shares outstanding at the beginning of the year ,162, ,162, Add: Equity Shares Issued during the year Less: Equity Shares bought back/ redeemed during the year Equity Shares outstanding at the end of the year ,162, ,162,

30 C. Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below: Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding 1. Viable Analytical Technology Pvt. Ltd. 1,300, % 1,300, % 2. Apsara Barter Pvt. Ltd. 1,500, % 1,500, % 3. Bahadur Vanijya Pvt. Ltd. 1,500, % 1,500, % 4. Dibyajyoti Trade and Commerce Pvt. Ltd. 3,500, % 3,500, % 5. Vishakha Infotech Ltd. 2,000, % 2,000, % 6. Raghupati Goods Pvt.Ltd. 1,500, % 1,500, % 7. AKS Properties Ltd. 1,500, % 1,500, % D. Share options granted under the Employee Share Option Scheme: The Company has not granted stock options to its employees under Employee Stock Option Scheme during the year under audit. E. Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below: The Company has not allotted any fully paid up equity shares without payment being received in cash and by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date. 3. RESERVES & SURPLUS: General Reserve Surplus i.e. balance in Statement of Profit and Loss-(b) 7,390, ,390, , ,869, ,033, ,033, ,356, ,390, (a). Additions and deductions since the last Balance Sheet under each head of Reserve are as under: 31/03/2011 Additions Deductions Additions Deductions General Reserve 6,033, ,356, ,390, , ,869, ,033, ,356, ,390, , ,869,

31 (b). Allocations and appropriations in Surplus i.e. balance in Statement of Profit and Loss are as under: Opening Balance Add: Profit for the period Closing Balance 4. LONG-TERM BORROWINGS 7,390, , ,869, ,033, ,356952,40 7,390, Secured loans from Banks 531, , , , (a). Nature of security for secured borrowings: The secured loans from banks consists of Vehicle loans secured against hypothecation of Vehicles. 5. DEFERRED TAX LIABILITIES (Net) Deferred Tax Liabilities Depreciation and Amortization Expenses Deferred Tax Liabilities (Net) 6. TRADE PAYABLES 13, ,239,17 36, , Payable to Other Entities - (a) -- 4,707, ,707, OTHER CURRENT LIABILITIES Book Overdraft with Bank Statutory dues Payables Other Liabilities Deferred Tax Liabilities (Net) -- 14, , , , , , ,159,

32 8. SHORT-TERM PROVISIONS Provision for Current Tax 276, , , , TANGIBLE ASSETS A. Summary of cost and net carrying amount of each class of tangible assets are given below: Cost Accumulated Depreciation Accumulated Impairment Net Carrying Amount Vehicles 4,422, ,422, ,272, , ,149, ,569, Office Equipment 23, , , , ,445, ,445, ,280, , , , ,165, ,588, (a). Reconciliation of the gross and net carrying amounts of assets at the beginning and year ending are as under: Cost Additions Disposals Other Adjustments Vehicles 4,422, ,422, Office Equipment 23, , ,445, ,445, Previous Year 3,752, ,752, Accumulated Depreciation Additions Deductions/ Other Adjustments Vehicles 852, , ,272, Office Equipment 4, , , , , ,280, Previous Year 556,

33 Accumulated Impairment Recognised Reversal Deductions/ Other Adjustments Vehicles Office Equipment Previous Year NON-CURRENT INVESTMENTS A. Non-Current Investments consist of the following: Trade Investments Investments in Equity Instruments Investments in Others (specify nature) Other Investments Investments in Equity Instruments Investments in Others (specify nature) 6,210, ,210, ,455, ,666, ,210, ,210, ,149, ,359, B. Aggregate amount and of quoted and unquoted investments and aggregate market value of quoted investments are given below: Aggregate amount of Unquoted Investments Aggregate amount of Quoted Investments Aggregate market value of Quoted Investments 75,455, ,210, ,327, C. Disclosure with regard to investments in bodies corporate are given below: (A) TRADE INVESTMENTS (i) Investments in Equity Instruments 72,149, ,210, ,414, Relationship Face value per Unit No. (Amt. in Rs.) No. (Amt. in Rs.) Chowgula Steamship Ltd. Micham Leather Exports Ltd. Titan Biotech Ltd. Other Other Associate , ,209, , ,209, ,210, ,210,

34 (B) OTHER INVESTMENTS (i) Investments in Equity Instruments Relationship Face value per Unit No. (Amt. in Rs.) No. (Amt. in Rs.) ARS Foods Ingredienents Pvt. Ltd. Other ,500, ,000 6,500, Asha Ram & Sons Pvt. Ltd. Other ,000, ,000 11,000, Balmukhi Textile Pvt. Ltd. Other ,565, ,000 20,000, Bhandari Engineering Co. Pvt. Ltd. Other ,235, ,400 12,700, C.J.Estate Pvt. Ltd Other ,218, ,000 2,500, Connoisseur Management Services Pvt.Ltd. Connoisseur Management Services Pvt.Ltd. Focus Polymers & Emulsion Pvt. Ltd. Associate ,800, ,800, Associate ,000, ,000 1,000, Other ,512, ,000 2,500, Gitansh Alloys Pvt. Ltd Other , My Car Pvt. Ltd. Other , ,000, N.G.Alloys Pvt. Ltd. Other , , North India Developers. P. Ltd. Other , Peptech Biosciences Ltd Associate ,000, Quantam Hi-tech mercandise P. Ltd. Other , ,000 8,000, SGS Udyog P. LTD. Other , Tee Eer Securities & Financial Ser. P. Ltd. Associate ,000, ,000 2,000, Titan Media Ltd. Associate , , Zodiac Buildcon P. Ltd. Other ,000, ,455, ,149,