tirupati starch chemicals ltd Directors report

To,

The Members,

Tirupati Starch and Chemicals Limited, Indore (M.P.)

Your Directors have pleasure in presenting the 37th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2023. Further, in compliance with the Companies Act, 2013 and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has made requisite disclosures in this Boards Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

1. FINANCIAL SUMMARY, STATE OF COMPANYS AFFAIRS AND CHANGE IN NATURE OF BUSINESS : 1.1 Financial Highlights and Summary :

The Boards Report is based on the Standalone Financial Statements of the Company for the year ended 31st March, 2023:

(Amount in Lakhs)

S.N.	Particulars	Current Year 2022-2023	Previous Year 2021-2022 .
1.	Total Revenue	36479.23	31987.11
2.	Total Expenses	35716.56	31042.63
3.	Profit Before Tax	762.70	944.48
4.	Tax Expenses
	i. Current Tax	128.96	159.17
	ii. Tax pertaining to Earlier Year	0.50	0.00
	iii. Deferred Tax	47.84	118.06
	iv. MAT Credit Entitlement	-71.51	-159.16
5.	Profit After Tax	656.90	826.41
6.	Carried to Balance Sheet	656.90	826.41

During the year under review, the Companys total revenue was Rs. 36479.23 Lakhs as compared to the total revenue of Rs. 31987.11 Lakhs for the financial year ended 31st March, 2022 and Company reported a profit of Rs. 656.90 Lakhs as compared to a profit of Rs. 826.41 Lakhs for the financial year ended on 31st March, 2022.

1.2. Change in nature of Companys Business :

During the year under review, there was no change in Companys Business. The Company had carried on with its Expansion plans and commercial production of Starch and allied products throughout the year.

1.3. Operations And Future Outlook :

There has been an increase in the demand for all the products of your company in the previous year. The company has initiated process to increase its production capacity in coming years and modernize its equipment to improve quality and yield of its finished products. Your directors are hopeful that with increased production capacity and due to expansion and modernization program undertaken by your company, it is expected to substantially improve the top line and bottom line of the company in the years to come. Your directors are hopeful of improved economic activities in India which may lead to improved demand for the products of the company from sectors like FMCG, pharmaceuticals, textile, food, paper, etc. which may impact the margins of the company positively in the current financial year.

1.4. Revision in financial statements or boards report u/s 131(1) of the Companies Act, 2013 :

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

1.5. Material changes and commitment affecting the financial position of the Company :

No material changes and commitments affecting the financial position of the company occurred during the financial year ended as on 31st March, 2023, to which the financial statements relates as on the date of this report.

2. SHARE CAPITAL :

2.1. Changes in Share Capital : A. Authorized Capital :

During the year under review, there was no change in the Authorised Share Capital of the Company. On March 31, 2023, the Authorized Capital of the Company was INR 12,50,00,000/-divided into authorized equity share capital of INR 8,20,50,000/- (82,50,000 equity shares of INR 10 each) and authorized preference share capital of INR 4,25,00,000/- (4250000 preference shares of INR 10 each).

B. Issued, Subscribed and Paid-up Share Capital :

During the year under review, the Company had issued and allotted 1090800 equity shares of INR 10/- each on December 17, 2022, to the promoters of the Company at a price of INR 34.61/- per share (inclusive of premium of INR 24.61/-) for a consideration of cash.

As a result of such allotment, the issued, subscribed and paid-up equity share capital increased from INR 7,00,07,670/ - (comprising 7000767 equity shares of INR 10/- each) to INR 8,09,15,670 (comprising 8091567 equity shares of INR 10/- each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

On March 31, 2023, the Paid-up Equity Share Capital INR 8,09,15,670 comprising of 8091567 equity shares of INR 10/ - each and Paid-up Preference Share Capital of INR 4,25,00,000/- (4250000 preference shares of INR 10 each).

Except as mentioned above, the Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights. Neither has granted any sweat equity or employee stock options nor issued any bonus or right shares during the year. The company has not bought back any of its securities during the financial year 2022-23.

3. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED :

The Company has not made any provision of money for the purchase of, or subscription for, shares in the Company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the Company and accordingly the disclosure under the provisions of Rule 16(4) of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 is not applicable for the year.

4. DIVIDEND :

In order to conserve cash and ensure liquidity for the companys projects and assignments in its development, expansion and implementation stages for the current financial year, the Board of Directors decided not to recommend any dividend to the shareholders for the financial year 2022-23. Board of Directors, considers this be in strategic interest of the company and believes that this will greatly enhance the long term shareholders value.

5. RESERVES :

During the year under review, the Company has not transferred any sum to General Reserves.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL : 6.1. Composition of Board & Key Managerial Personnel :

Following are the Directors & Key Managerial Personnel (KMP) of the Company as on March 31, 2023:

S.N.	Name	Category	Designation
1	Mr. Ramdas Goyal	Executive	Chairman & Whole-Time Director
2	Mr. Amit Modi	Executive	Managing Director
3	Mr. Prakash Chand Bafna	Executive	Whole-Time Director
4	Mr. Ramesh Chandra Goyal	Executive	Whole-Time Director
5	Mr. Yogesh Kumar Agrawal	Executive	Whole-Time Director
6	Mrs. Pramila Jajodia	Non-Executive	Director
7	Mrs. Shashikala Mangal	Non-Executive	Director
8	Mr. Ashish Agrawal	Non-Executive	Independent Director
9	Mr. Vinod Kumar Garg	Non-Executive	Independent Director
10	Mr. Nitin Kumar Gupta	Non-Executive	Independent Director
11	Mr. Ramesh Agrawal	Non-Executive	Independent Director
12	Mr. Sandeep Agrawal	Non-Executive	Independent Director
13	Mr. Yashwant Nandecha	Non-Executive	Independent Director
14	Mr. Babu Lal Mangal	Non-Executive	Independent Director
15	Mr. Rohit Mangal	-	Chief Financial Officer
16	Ms. Purnima Nagpal	-	Company Secretary

6.2. Change in Directorate & Key-Managerial Personnel :

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board vide resolution on May 30, 2022, consented to the following appointments & re-appointments, which were approved by the Members by way of a postal ballot on August 29, 2022, in accordance with the provisions of the Act and the Listing Regulations:

a. Re-appointment of Mr. Amit Modi as Managing Director of the Company for the further period of 3 years w.e.f. 01.06.2022;

b. Re-appointment of Mr. Ramdas Goyal (DIN: 00150037) as the Whole Time Director & Chairman of the Company, who has attained the age of 75 years, for the further period of 3 years w.e.f. 01.06.2022;

c. Re-appointment of Mr. Prakash Chand Bafna (DIN: 00107070) as the Whole Time Director of the Company for the further period of 3 years w.e.f. 01.06.2022;

d. Appointment of Mr. Sandeep Agrawal (DIN: 09648527) as Independent Director of the Company for a term of 5 years i.e 07th July 2022 to 06th July, 2027;

e. Appointment of Mr. Babu Lal Mangal (DIN: 09646772) as Independent Director of the Company for a term of 5 years i.e 07th July 2022 to 06th July, 2027;

f. Appointment of Mr. Yashwant Nandecha (DIN: 09646541) as Independent Director of the Company for a term of 5 years i.e 07th July 2022 to 06th July, 2027.

During the year, Ms. Saloni Naidu, Member of Institute of Company Secretaries of India having Membership No: A59058 resigned from the post of Company Secretary & Compliance officer of the Company with effect from 25th June 2022 and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board, vide resolution on 07th October 2022 approved the appointment of Ms. Purnima Nagpal, Member of Institute of Company Secretaries of India having Membership No: A51898, as Company Secretary & Compliance officer of the Company with effect from 08th October 2022.

6.3. Retirement by rotation and subsequent re-appointment :

In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Yogesh Agrawal (DIN: 00107150) and Mrs. Pramila Jajodia (DIN: 01586753) retires by rotation and are eligible for re-appointment. Members approval is being sought at the ensuing AGM for their re-appointment.

Further, Mr. Ramesh Chandra Goyal has been recommended by the Board for the re-appointment as Whole-Time Director for a term of 3 years w.e.f 28/06/2024 and members approval is being sought at the ensuing AGM for their reappointment.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

6.4. Independent Directors :

All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act.

In terms of and Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations that they are independent of the management.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

7. MEETINGS :

7.1. Board :

During the year, thirteen (13) meetings of the Board of Directors were held. The particulars of meetings held and Directors attendance in each meeting are detailed in the Corporate Governance Report forming part of the Annual Report.

7.2 Committees :

As required under the Act, and the Listing Regulations, the Company has constituted the following statutory committees: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

7.3. Independent Director Meeting and details of Familiarization Programme :

In due compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 11th February, 2023. The particulars of meeting, directors attendance, training and familiarization programme are detailed in the Corporate Governance Report forming part of the Annual Report.

8. PERFORMANCE EVALUATION :

Pursuant to section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014, the Board in its meeting held on 30th May, 2022 has carried out an Annual evaluation for the financial year 2022-23 of the performance of the Committees of the Board, of all the individual directors and of all the independent directors of the company including the evaluation of the board as a whole.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act. The same can be accessed using the following link: http://www.tirupatistarch.com/wp-content/uploads/2023/02/ Code_of_conduct_of_board_of_directors__senior_management_personnel___employees.pdf.

All Senior Management personnel have affirmed compliance with the Code of Conduct. The signed declaration by the CFO & Managing Director to this effect is enclosed as Annexure-I.

9. MD & CFO CERTIFICATION :

Certificate from managing director and chief financial officer of the company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2022-23 under review was placed before the board of directors of the company at its meeting held on 24th May, 2023 and enclosed as Annexure-II.

10. DIRECTORS RESPONSIBILITY STATEMENT :

To the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. In the preparation of the Annual Accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 the company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts for the financial Year ended 31st March, 2023 on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

g. The Companys Internal Auditors have conducted periodic audits to provide reasonable assurance that the companys approved policies and procedures have been followed.

11. ANNUAL RETURN :

The Annual Return of the Company as on 31st March 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www.tirupatistarch.com/annual-return/.

12. AUDITORS & THEIR REPORTS :

12.1. Statutory Auditors & Statutory Auditors Report :

M/s. ABMS and Associates, Chartered Accountants (Firm Registration No. 030879C), were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 27, 2021. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on Financial Statement referred to in the Statutory Auditors Report are self-explanatory and do not call for any further Comments. Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

12.2. Secretarial Auditors & Secretarial Audit Report :

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. S. Tripathi & Associates, Company Secretaries, Indore, having ICSI Certificate of Practice No. 5358, to carry out the Secretarial Audit of the Company. The Secretarial Auditor of the Company has submitted their Report (Form MR- 3) for financial Year 2022-23 and the same is annexed as Annexure-III with this Report.

There were qualifications, reservations and adverse remarks, so given in the Secretarial Audit Report given for the Financial Year ended on 31st March, 2023 and the Boards comments on the qualifications, reservations and adverse remarks, so given in the Secretarial Audit Report are as under: a. Due to the applicability of Corporate Governance on the Company, the Composition of Board with regard to minimum number of Independent Directors are not complied as per the Regulation 17(1)(b) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the chairperson of board of directors is an Executive Director, therefore, the company was required to appoint Seven Independent Directors i.e. half of the board of directors but only four Independent directors were on the board of directors till June Quarter, 2022-23. It has been brought to our knowledge that BSE had issued notice for aforesaid non-compliance and imposed penalty accordingly.

Reply: The Company has complied with the Regulation 17 1(b) of the SEBI (LODR), Regulations 2015 and has seven (7) independent directors on the Board w.e.f 07th July 2022 in accordance with the SEBI (LODR), Regulations 2015.

b. The company does not intimate to the Stock Exchange regarding some of the cases of loss of share certificate and issue of duplicate share certificate within 2 days of its getting information w.r.t. Regulation 39 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply: Due to absence of a full-time Company Secretary in the Company during the quarter ended Sept-22, the intimation couldnt be filed within the timelines as prescribed under SEBI (LODR), Regulations, 2015. However, the Company had filed the intimations later with a delay of few days and further the Company assures timely compliance.

c. The company has issued the 02 duplicate share certificate and 01 Share Certificate relating to the Transmission of shares beyond the period of 30 days from the date of lodgment of request w.r.t. Regulation 39 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply: The issue of duplicate share certificate in relation to one request of transfer and transmission included name deletion cum issue of duplicate share certificate (due to death of one of the joint shareholder and the issue of duplicate share certificate was made within 30 days from the date of lodgment for request of issue of duplicate share certificate. For the third delay case, the issue of duplicate share certificate was delayed due to inadvertence. The matter pertaining to delay in issue of duplicate share certificate in relation to one request of transfer and transmission included the name deletion cum issue of duplicate share certificate (due to death of one of the joint shareholder), in which documents of name deletion were complete but documents for issue of duplicate share certificate were incomplete due to which there were two lodgment dates and it is pertinent to note that duplicate share certificate was issued within 30 days from the date of lodgment for request of issue of duplicate share certificate. The Board noted the observation and ensure for the timely future compliances.

d. There is delay in intimation to the Stock Exchange about closure of trading window for the September quarter, 2022 w.r.t. Clause 4(2) of Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Reply: Due to absence of a full-time Company Secretary during the said tenure in the Company, the intimation of the closure of trading window to stock exchange was missed to be filed within the prescribed time by the Company. However, the intimation was later filed with the Stock Exchange with delay of few days.

e. The Company did not maintained the complete recording of transcript of the Annual General Meeting dated 28/ 09/2022 w.e.t. General Circular No. 14/2020 dated 08/04/2020 and General Circular No. 20 /2020 dated 05/05/ 2020 by MCA as per the Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013.

Reply: Due to technical glitch in the software, the Company couldnt completely record the transcript of the Annual General Meeting dated 28/09/2022. However, the Board noted the observation and ensure for the future compliance.

12.3. Internal Auditors :

Pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the Board, has appointed M/s Sunil Chandra Goyal & Company, Chartered Accountants, Firm Registration Number: 002658C, as Internal Auditors of the Company.

12.4. Cost record and/or cost audit :

The Company has maintained cost records as prescribed under section 148(1) of the Companies Act 2013, however doesnt fall under the provisions of the applicability of the Cost Audit.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT, 2013 :

Pursuant to the omnibus approval provided by the audit committee, certain transactions of sale/ purchase were executed with them which were at Arms Length basis and were in the ordinary course of business, the same were placed before the Audit Committee for the review and noting, in their respective meetings. The quarterly disclosures of transactions with related parties are made to the audit Committee of the Board. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Further, as there are no such transactions falling under sub-section (1) of section 188 of the Companies Act, 2013, so no AOC-2 is required to be given in this report and you are requested to refer Note No. 41 forming part of other notes to financial statements of Balance Sheet for further details.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

During the year under review, the Company, has neither given any loans, made investments nor provided any guarantees under Section 186 of the Companies Act, 2013 in compliance with the provisions of section 186 of the Companies Act, 2013.

However, the Company has invested and incorporated below subsidiary Company after the end of financial year:

S.N.	Name of the Company	Date of Incorporation	Amount of Investment	Percentage of shareholding
1	Tirupati Starch Charitable Foundation	05-04-2023	Rs.1,00,000/-	100%
	CIN: U86909MP2023NPL065100

Going forward the Company will be carrying out its major CSR activities through this Foundation only.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO : 15.1. Conservation of Energy:

The Company continues its policy of giving priority to energy conservation measures including regular review of energy conservation, consumption and effective control of utilization of energy.

S.N.	Particulars	Details
1	Steps taken or impact on conservation of energy	We produce Biogas from steep Liquor which is used for drying Gluten. This helps us is saving Fuel in Gluten Dryer.
2	The steps taken by the Company for utilizing alternate sources of energy	We are planning for Procurement of electricity from Solar Energy in near future
3	Capital investment on energy conservation equipment	NA

15.2. Technology Absorption :

S.N.	Particulars	Details
1	Efforts made towards technology absorption	NA
2	Benefits derived as a result of the above efforts	NA
3	Details of technology imported during last : three years	NA
	The details of technology imported
	The year of Import
	Whether the technology been fully absorbed
	If not fully absorbed, areas where absorption has not taken place
	The Expenditure incurred on Research & Development

15.3 Foreign Exchange Earnings and Outgo :

Details of foreign exchange earnings and outgo are as follows:

S.N.	Particulars	Amount (in Lacs)
1	Value of imports calculated on C.I.F. basis by the company during the financial year in respect of Raw Materials - Components and spare parts Capital Goods	Nil
2	Expenditure in foreign currency during the financial year on account of royalty, know-how, professional and consultation fees, interest and other matters;	Nil
3	Total value if all imported raw materials, spare parts and components consumed during the financial year and the total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption	Nil
4	The amount remitted during the year in foreign currencies on account of dividends with a specific mention of the total number of non-resident shareholders, the total number of shares held by them on which the dividends were due and the year to which the dividends related;	Nil
5	Earnings in foreign exchange classified under the following heads, namely:-
	Export of goods	238.27
	Export Incentive	6.97
	TOTAL	245.24
	Royalty, know-how, professional and consultation fees,	Nil
	Interest and dividend	Nil
	Other income, indicating the nature thereof	Nil

16. CORPORATE SOCIAL RESPONSIBILTY :

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and approved by the Board continues unchanged. The CSR Policy is available on the Companys website and can be accessed at: http:// www.tirupatistarch.com/wp-content/uploads/2022/09/CSR_Policy__Tirupati_starch_and_chemicals.pdf.

The CSR policy sets out the guiding principles for the CSR Committee, inter-alia, in relation to the activities to be undertaken by the Company, as per Schedule VII to the Act, CSR Governance and implementation, Composition of Committee and monitoring of CSR activities.

During the year, the Company spent Rs. 13.21 Lakh (which was in excess of the required expenditure) on CSR activities. The Annual Report on CSR an activity as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure - IV to this Report.

Details of the composition of the CSR Committee and Meeting held during the year under review are disclosed in the Corporate Governance Report.

The Company has and incorporated a Section-8 as wholly-owned subsidiary in the name of Tirupati Starch Charitable Foundation and going forward the Company will be carrying out its major CSR activities through this Foundation only.

17. POLICIES :

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 has mandated the formulation of certain policies for all listed companies. All the policies are available on our website (http:/ /www.tirupatistarch.com). The policies are reviewed periodically by the board and updated on need and new compliance requirement.

Name of the Policy	Brief Description	Web Link
Nomination Remuneration and Evaluation Policy	This policy formulates the criteria for determining qualifications, positive attributes, independence of the Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees	http://tirupatistarch.com/wp-content/ uploads/2016/08/NOMINATION- REMUNERATION-AND- EVALUATION-POLICY.pdf
Policy for determining materiality of event Policy on document preservation	The policy applies for disclosures of material events affecting company and its associates. The policy outlines that the Company intends to safeguard significant documents and preserve them to ensure durability of documents including documents in electronic form.	http://tirupatistarch.com/wp- content/uploads/2016/08/Policy-on- Materiality-of-Events.pdf http://tirupatistarch.com/wp- content/uploads/2016/08/Policy- on-Documents-Preservation.pdf
Related Party Transactions Policy	The policy regulates all transactions between the Company and its related parties.	http://www.tirupatistarch.com/ wp-content/uploads/2023/01/Policy-on- Related-Party-Transactions.pdf
Whistle Blower and Vigil Mechanism Policy	The policy outlines the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics.	http://www.tirupatistarch.com/ wp-content/uploads/2023/02/ Vigil_mechanism Whistle_Blower_policy.pdf
Policy on prevention of sexual harassment at workplace	The policy that the Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment.	http://tirupatistarch.com/wp-content/ uploads/2016/08/POLICY-ON- PREVENTION-OF-SEXUAL- HARASSMENT-AT- WORKPLACE.pdf
Risk Management	The policy that builds a strong risk management culture to better understand a risk profile and to better manage the uncertainties.	http://tirupatistarch.com/wp-content/ uploads/2016/08/RISK_ MANAGEMENT_POLICY.pdf

18. PARTICULARS OF EMPLOYEES :

The information containing details of employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure V attached to this report.

19. GOVERNANCE/SECRETARIAL :

19.1. Management Discussion and Analysis Report :

Management Discussion and Analysis Report, in terms of Regulation 34 (2)(e) Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, are annexed as Annexure-VI, with this report and shall form part of the Boards report.

19.2. Corporate Governance :

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of this Report as Annexure-VII. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report as Annexure-VII(A).

19.3. Risk Management :

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner. Policy is available on the Companys website and can be accessed at: http://tirupatistarch.com/wp-content/uploads/2016/08/RISK_MANAGEMENT_POLICY.pdf

19.4. Vigil Mechanism :

Pursuant to section 177(9) the Companies Act, 2013 and rules made there under, the company has established a Vigil Mechanism, which also incorporates a Whistle Blower Policy for directors and employees to report genuine concerns, to provide a framework to promote responsible and secure whistle blowing and its commitments to open communication. The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct.

19.5. Adequacy of internal financial controls with reference to the financial statements :

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition. The audit committee of the Company comprising majority of independent directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the CFO has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

19.6 Code of fair disclosure of unpublished price sensitive information and code of conduct under SEBI

(Prohibition Of Insider Trading) Regulations, 2015 :

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations.

20. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES :

During the year under review, the Company neither had any subsidiaries nor joint ventures nor associate companies.

However, the Company has incorporated the below wholly-owned subsidiary Company after the end of the financial year:

S.N.	Name of the Company	Date of Incorporation	Percentage of shareholding
1	Tirupati Starch Charitable Foundation	05-04-2023	100%
	CIN: U86909MP2023NPL065100

21. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY :

During the year under review, the Company neither had any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 is not applicable.

22. DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS :

During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India.

23. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING

CONCERN STATUS AND COMPANY STATUS :

During the year under review, no order was passed by any Regulator(s), Court(s), Tribunal(s) that could affect the going concern status of the Company and the Company is operating in an efficient manner.

24. DEPOSITS :

Your Company has neither accepted nor invited any deposit from the public during the year under review and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

However there are unsecured loans from directors and promoters of the Company amounting to Rs. 1953.34 Lakhs as on 31.03.2023, more clearly defined in Note 16 & 42 of the financial statements. The amount brought in by promoters of the company is by way of unsecured loans in pursuance of the stipulation of any lending financial institution or a bank.

25. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THERE STATUS :

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

26. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE

TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS :

There was no one time settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

27. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND :

During the year under review, the Company was not required to transfer any amount in the Investors Education and Protection Fund.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an internal complaints committee. During the year, no complaint was lodged with the internal complaint committee.

29. ENHANCING SHAREHOLDER VALUE :

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and by the resolve to be a customer-centric organization which motivates the Companys Management to be aligned to deliver leading-edge building products backed with dependable after sales services. Your Company is committed to creating and maximizing long term value for shareholder and essentially follows a four pronged approach to achieve this end. a. By increasing all round operational efficiency, b. By identifying strategies that enhance its competitive advantage, c. By managing risks and pursuing opportunities for profitable growth d. By cementing relationships with other important stakeholder groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and investor of receiving transparent and unfettered information on the Companys performance.

30. PROVISION OF VOTING BY ELECTRONIC MEANS :

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

31. INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED STANDARDS :

Your Company adopted IND-AS with effect from 1 April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16 February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. The Financial Statements which are part of the Annual Report are being prepared as per the Companies (Indian Accounting Standard) Rules, 2015.

32. PAYMENT OF LISTING FEE AND DEPOSITORY FEE :

Annual Listing Fee for the year 2023-24 has been paid to Bombay Stock Exchange. The Annual Custodial Fees for the year 2023-24 has been paid to National Depository and Securities Limited and Central Depository Services Limited.

33. DEMATERIALISATION :

The companys shares are presently held in both electronic and physical modes.

34. DISCLOSURE OF FRAUDS IN THE BOARDS REPORT U/S 143 OF THE COMPANIES ACT, 2013 :

During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the financial year 2023-24.

35. INDUSTRIAL RELATIONS :

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review.

36. ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the companys bankers viz. State Bank of India, Financial institutions, shareholders, dealers and customers for their wholehearted and continued support, assistance and co-operation which had always been a source of strength for the

Tirupati Starch & Chemicals Limited

Company. Without this appreciable support it would not have been possible for the company to stands in competitive market, therefore company seeks this support in future too.

Your directors would also like to thank all their shareholders for their continued faith in the company and expect the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place:	INDORE	RAMDAS GOYAL	AMIT MODI
Date:	28.08.2023	CHAIRMAN &	MANAGING DIRECTOR
		WHOLE-TIME DIRECTOR	DIN: 03124351
		DIN: 00150037