To.
The Members of Tirupati Finlease Ltd.
Your Directors have pleasure in presenting the 30th Annual Report together with the
Audited Statement of Accounts for the year ended 31* March, 2023.
E1NANCIAL RESULTS;
The summarized financial results for the year ended 31 March, 2023 are as under:
(Rs. In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| 1. Profit before Depreciation and Tax |
16.12 |
9.66 |
| 2. Depreciation |
0.55 |
0.46 |
| 3. Profit (Loss) Before Tax |
15.57 |
9.20 |
| 4. Provision for taxation |
2.30 |
2.05 |
| S. Profit (loss) after Tax |
13.27 |
7.15 |
STATEMENT OF COMPANYS AFFAIRS
During the year the company has profit of Rs 13.27 Lakhs compare to Rs 7.15 lakhs in
previous year. Trend in Equity Markets, Commodities and Real estate will affect the
business of the company.
DIVIDEND
Your director does not recommend dividend for the year.
SHARE CAPITAL:
The paid up capital of the company as on 31* March 2023 was Rs 30,042,000/-. During the
year under review, the company has not issued any shares. The company has not issued
shares with differential voting rights. It has neither issued employee stock options nor
sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the company.
TRANSFER TO RESERVES
The company has transferred profit to the Reserve as required to be kept by the company
and the balance is transferred to surplus reserves.
MATERIAL CHANCES AND COMMITMENTS
There are no other material changes and commitments that have occurred between the end
of financial year of the company and the date of this report affecting the financial
position of the company as at 31 March, 2023.
SUBSIDIARY COMPANIES
Your company doesnt have any subsidiary company during the year; hence consolidation
of financial data of subsidiary company is also not applicable to the company for
financial year 2022-23.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:
Since the Company Is not engaged In manufacturing activities, the Information as
required under the provisions contained in Section 134(3)(m) of the Companies Act, 2013
& roles made thereunder, with respect to conservation of energy and technology
absorption are not applicable. There are no foreign exchange earnings and outgo during the
year under review.
CONTRACT AND ARRANGEMENTS WITH RELATED PARTY
All contracts/ arrangements/ transactions entered by the company during the financial
year with related party were in ordinary course of business and on an arms length basis.
During the year, the company had not entered into any contract/ arrangement/ transaction
with related parties which could be considered material or potential conflict with the
interest of the company in accordance with the policy of the company on materiality of
related party transactions.
Disclosures pursuant to Non-Banking Financial Company - Systemlcaily Important
Non-Deposit taking Company and Deposit taking Company (Reserve Bank] Directions, 2016 last
updated June 14, 2022 ("said Master Direction").
RELATED PARTY TRANSACTIONS
(Pursuant to clause 4.3 of Annex XIV of the said Master Direction)
(1) Details of all material transaction with related parties are disclosed at Note No.
36 to the Standalone Financial Statements and Note No. 36 to the Consolidated Financial
Statements;
(2) The web-link for the policy on dealing with the Related Party Transactions is https://www.tirupatiflnlease.co.ln/
AUDITORS:
The auditors report and notes referred to in the auditors report forming part of this
Annual Report does not contain any qualification and are self-explanatory and therefore
dont call for any further comments by Board of directors.
Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 (Act)
and other applicable provisions, if any, of the Act read with the Companies (Audit and
Auditors) Rules, 2014, as amended from time to time, M/s. Meet B Shah & Associates,
Chartered Accountants, (Firm Registration No 0150627W) as statutory auditor of the company
to hold the office from the conclusion of 27th Annual General Meeting till the
conclusion of the Annual General Meeting to be held in the Financial year 2024-25.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)[a) of the Act, the Annual Return as
on March 31, 2023 is available on the Companys Website at www.tirupatiflnlease.co.in.
SECRETARIAL AUDIT- REPORT
The secretarial audit report is enclosed with director report and there is no adverse
remark stated in Secretarial Audit Report expect for non-publlcatlon of financial result
in the news paper. The results are published on Website and stock exchange from time to
time.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of SEB1 (Listing Obligation and Disclosure Requirements)
Regulations 2015 Management Discussion and Analysis report providing a Complete Details of
Business is forming a part of the annual report
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Based on criteria determined in section 135 of the Companies Act, 2013 concerning
applicability of Corporate Social Responsibility, at present this provision is not
applicable to the Company.
BOARD OF DIRECTORS
Mr Bajranglal Agarwal Whole-time Director of the Company retires by rotation at this
annual general meeting and being eligible, offers himself for reappointment, the board of
directors recommends to approve his appointment
Further, in terms of section 149 read with section 152 of the Companies Act 2013, an
independent director is now not required to retire by rotation, and may be appointed on
the Board of the Company for maximum two terms of up to five years each.
INDEPENDENCE OF DIRECTOR
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors In terms of provisions
of Section 178(3) of the Act and SEBI (Listing Obligation and Disclosure Requirements)
Regulation 2015 for the appointment of Independent Director is not Applicable to the
company. So Now the company has to follow the provision of Companies Act 2013 only.
And all Independent directors of the company have confirmed their independence In terms
of the requirements of Companies Act, 2013.
MEETING OF T1IE BOARD
During the Financial year, Five Board meetings were held on 30.05.2022. 01.08.2022,
24.08.2022,12.11.2022 & 14.02.2023. The gap between any two Board Meetings did not
exceed 120 days. The attendances of the Directors are as below and last date of AGM was 17th
September 2022.
| Name of Director |
Category or Director |
No. of Board Meetings attended |
Attendance at the last AGM |
| Mr. Bajranglal Aganval |
Executive Director |
5 |
Yes |
| Mrs. Pushpadevi Aganval |
Executive Director |
5 |
Yes |
| Mr. Mahesh Ramavtar Mittal |
Non-Executive Director |
5 |
Yes |
| Mr. Sivanandingh Indrasinh Chauhan |
Non-Executive Director |
5 |
Yes |
COMMITTEES OF THE BOARD
Currently the Board has two committees viz:
1) Audit Committee Composition:
The Audit Committee has been constituted in conformity with the requirements of Section
- 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and
Disclosure Requirement) Regulation, 2015 is not applicable to the company.
At present the Audit Committee comprises of Three Directors. Details of the
composition, number of meetings held during the year and their attendance are as under:
Name |
Position held |
Attendance at Audit Committee meeting held on |
| 30.05.2022 |
01.08.2022 |
24.08.2022 |
12.11.2022 |
14.02.2023 |
| Mrs. Pushpadevi Aearwal |
Executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Mahesh Ramavtar Mittal |
Independent Director |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Sivanandingh Indrasinh Chauhan |
Chairman & Independent Director |
Yes |
Yes |
Yes |
Yes |
Yes |
Minutes of meetings of the Audit Committee are circulated to members of the Committee
and the Board is kept apprised.
2) Remuneration Policy & Remuneration paid to Board of Directors:
The Nomination and Remuneration committee currently consist of 2 Non-executive
Director. There were one meeting held during the year on 24-08-2022.
INDEPENDENT DIRECTORS MEETING:
The Independent Directors met without the attendance of Non-Independent Directors and
members of the Management The Independent Directors reviewed the performance of
Non-Independent Directors and the Board as a whole; the performance of the Chairman of the
Company, taking into account the views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that Is necessary for the Board to effectively and
reasonably perform their duties.
The meeting of Independent Director was held on 14.02.2023 and they reviewed the
Performance of Every Members of the various committees and the Board as a whole.
FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD, COMMITTEES OF THE BOARD AND
INDIVIDUAL DIRECTORS
Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance, the Directors Individually including Independent Directors as well as the
evaluation of the working of its Committees. The evaluation was carried on the basis of
structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Boards functioning such as adequacy of the
composition of the Board and its Committees, level of engagement and participation, Board
culture, execution and performance of specific duties, obligations and governance. The
Board has expressed their satisfaction with the evaluation process. In pursuant to
Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the evaluation of Independent Directors was
done by the entire board of directors which includes - (a) Performance of the directors;
and (b) Fulfillment of the independence criteria as specified In the regulations and their
independence from the management
Criteria adopted for evaluation:
The Board shall evaluate the roles, functions, duties of Independent Directors (IDs)
of the Company. Each ID shall be evaluated by all other directors not by the Director
being evaluated. The board shall also review the manner in which IDs follow guidelines of
professional conduct Further, in a separate meeting of Independent Directors, performance
of non-independent directors, the Board as whole and the Chairman of the Company was
evaluated.
(i) Performance review of all the Non-Independent Directors of the company on the basis
of the activities undertaken by them, expectation of board and level of participation;
(ii) Performance review of the Chairman of the Company in terms of level of competence
of chairman in steering the company;
(iii) The review and assessment of the flow of Information by the Company to the board
and manner in which the deliberations take place, the manner of placing the agenda and the
contents therein;
(iv) The review of the performance of the directors individually, its own performance
as well as evaluation of working of its committees shall be carried out by the board;
(v) On the basis of performance evaluation, it shall be determined by the Nomination
and Remuneration Committee and the Board whether to extend or continue the term of
appointment of ID subject to ail other applicable compliances.
REMUNERATION POLICY
The Board has, on the recommendation of Nomination and Remuneration committee framed a
policy for selection and appointment of Directors, Senior Management and their
Remuneration.
VIGIL MECHANISM
In pursuant to the provision to the provision of section 177(9) & (10) of the
Companies Act, 2013 and in terms of the listing Agreement your company has established a
Vigil Mechanism of the company which also incorporates Whistle Blower Policy for its
Directors and employees to safeguard against victimization of persons who use vigil
mechanism and to report genuine concerns. The Audit Committee of your company shall
oversee the Vigil Mechanism.
INTERNAL CONTROL SYSTEM AND ADEQUACY
Details of internal Control system are given in the Management Discussion and Analysis
Report which forms the part of the Directors Report
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
Internal Financial Control remains an important component to foster confidence in a
companys financial reporting, and ultimately, streamlining the process to adopt best
practices. In pursuance to provisions of Section 134(5)e) of the Companies Act 2013 read
with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has In place
adequate internal controls with reference to financial statements and are operating
effectively. The Company has devised proper system of internal financial control which is
commensurate with size and nature of Business. The Board has appointed M/s. Pritesh Shah
& Co. Chartered Accountants as a Third party Internal Auditor of the Company pursuant
to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper Internal
financial control.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Board of Directors of the Company has taken necessary measures regarding potential
risk affecting the company. Further risk to the Company Is provided in Management
Discussion and Analysis in this Annual Report
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The details of Loans, investments, guarantees and securities covered under provisions
of section 186 of the Companies Act 2013 are provided In the Standalone Financial
Statements and are in ordinary course of Business.
DEPOSITS:
The company has not accepted the Deposits from the Public during the year under report
LISTING:
The shares of the Company are listed on BSE Limited.
DEMATERIALIZATION OF SHARES
To provide best services to the shareholders and investors, companys equity shares are
made available for dematerialization in electronic form in the Depository systems operated
by National Securities Depository Limited (NSDL) and Central Depository Services Limited
(CDSL).
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with
respect to Director Responsibility Statement it is hereby confirmed:
1. That in the preparation of the annual accounts for the financial year ended 31st
March, 2023 the applicable accounting standards had been followed along with proper
explanation 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 of 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 for preventing and detecting fraud and
other irregularities.
4. That the directors had prepared the accounts for the financial year ended 31* March,
2023 on a going concern basis.
5. That the director had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
6. That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively
PARTICULARS OF THE EMPLOYEES:
The company has no employee drawing the remuneration of Rs 5 lacs per Month or Rs 60
lacs per annum. Whereas the disclosure as required under Rule 5(1) of the companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.
1. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year. - The Company Is paying remuneration to
Directors name Mr. Bajranglal Agarwal, Mrs. Pushpadevi Bajranglal Agarwal - Rs 3 Lakhs
Each Per annum & Rs 1.68 lakhs to Company Secretary.
2. The percentage increase in remuneration of each director, Chief Executive Officer,
Chief Financial Officer, Company Secretary in the financial year: NIL
3. The percentage Increase In the median salaries of employees in the financial yean
NJV.
4. The number of permanent employees on the rolls of the Company: (Five)
5. Percentage increase or decrease in the market quotation of the shares of the Company
in comparison to the rate at which the Company come out with the last Public Offer: NJV
6. Average percentile increase already made in the salaries of the employee other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: NA
7. The Key parameters for any variable component of remuneration availed by the
Directors: NJV.
The Company affirms remuneration is as per the remuneration policy of the Company.
There Is no employee covered under section 197(12) of the Companies Act 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
CORPORATE GOVERNANCE
SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015(Usting Regulations) on 2nd September, 2015 which was implemented within a period of
Ninety Days of the Notification i.e. by 1" December, 2015.
The new Listing Regulations has provided exemption under regulation 15(2)(a) from
applicability of Corporate Governance provisions as specified In regulations
17,18,19,20,21,22, 23,24, 25,26,27 and clause (b) to (i) of sub-regulation (2) of
regulation 46 and para C,D and E of Schedule V In respect of listed entities having
paid-up Equity share Capital not exceeding rupees ten crores and net worth not exceeding
rupees twenty five crores as on the last day of the previous financial year.
Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a)
and therefore, not required mandatorily to comply with the said regulations.
The Company therefore is not required to make disclosures in Corporate Governance
Report as specified in Para C of Schedule V to the Listing Regulations.
However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the
provisions of Companies Act 2013 shall continue to apply, wherever applicable.
The certificate as required under Schedule V (E) of the Listing Regulations, regarding
compliance of conditions of Corporate Governance is annexed to tills report
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has established a code of conduct for Prevention of Insider Trading. The
necessary preventive actions, including closure of trading window around the time of any
price sensitive events information are taken care. All covered person have given
declarations affirming compliance with the said code. The detailed policy is uploaded on
website of the Company.
DISCLOSURE FOR MAINTENANCE OF COST RECORDS:
The provision of Application of Cost Record in Compliance of Companies (Accounts)
Rules, 2014 & in respect of section 148(1) of the Companies Act 2013 is notapplicable
to the Company.
TIIE DETAILS OF APPLICATION MADE OR ANV PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application before the
National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of
outstanding loans against customer and there is no pending proceeding against the Company
under Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is Not Applicable to the Company, during the financial year.
STATUTORY COMPLIANCE:
The Company has complied with Ind AS as prescribed under section 133 of the Companies
Art, 2013. The Company has also complied with the directions issued by RBI from time to
time.
ACKNOWLEDGMENT:
The Directors wish to thank and deeply acknowledge the cooperation and assistance
received from the Bankers and shareholders. The Director also wishes to place on record
their appreciation of the devoted services of employees of the Company.
| DATE: 29-07-2023 |
FOR AND ON BEHALF OF THE |
| PUCE: AHMEDABAD |
BOARD OF DIRECTORS |
| Pushpadevi B. Agarwal |
Bajranglal B. Agarwal |
| Director |
Director |
| DIN:00606296 |
DIN:00605957 |
+91-9892691696
