To the Valued Shareholders,
Your Directors are pleased to present the 35th (Thirty Fifth) Annual
Report and Audited Financial Statements for the year ended on 31st March, 2023. The
summarized financial performance for the year ended 31st March, 2023 is as follows:
FINANCIAL PERFORMANCE:
(Amount in Lakhs)
| PARTICULARS |
31st March, 2023 |
31st March, 2022 |
| Total Income |
28.97 |
26.46 |
| Less: Total Expenses excluding Depreciation and tax |
7.44 |
10.73 |
| Profit before Depreciation & Tax |
21.53 |
15.73 |
| Less: Depreciation |
0.00 |
0.00 |
| Less: Exceptional Items |
0.00 |
0.00 |
| Profit/(Loss)before Tax |
21.53 |
15.73 |
| Less: Tax |
|
|
| i. Current Tax |
0.00 |
0.00 |
| ii. Deferred Tax |
0.00 |
0.00 |
| Profit/(Loss)after tax |
21.53 |
15.73 |
BUSINESS OPERATIONS AND STATE OF AFFAIRS:
During the year under review, the Company has reported the Profit before Depreciation
& Tax is Rs. 21.53 Lakhs as against a Profit of Rs. 15.73 Lakhs in the previous year.
The Profit after tax is Rs.
21.53 Lakhs as against a Profit of Rs. 15.73 Lakhs in the previous year.
FINANCIAL STATEMENTS:
The Company has prepared the Annual Audited Financial Statements for the financial year
ended 31st March 2023 in accordance with the Companies (Indian Accounting Standards)
Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 ("the Act").
In accordance with the Act and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Annual Audited Financial Statements for the financial year ended
31 March 2023, together with Report of Auditors thereon, forms part of this annual
report.
DIVIDEND:
Considering the need to conserve cash, your Board of Directors has not recommended any
dividend on the equity shares of the Company for the financial year 2022-2023.
TRANSFER TO RESERVE:
The Company does not propose to transfer any amount to the General Reserve out of the
amount available for appropriations for the FY 2022-23.
SHARE CAPITAL & ALLOTMENTS:
During the year under review, the following changes made hereunder that:
- the Company has increased its Authorised Share Capital from Rs. 5,00,00,000/- (Rupees
Five Crores only) consisting of 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees
Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) consisting of 3,00,00,000
(Three Crores only) Equity Shares of Rs.10/- (Rupees Ten only) each, by creation of
additional 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only)
each w.e.f. 18th October, 2022.
- the Company has issued 2,10,00,000 (Two Crores Ten Lacs) Convertible Equity Warrants
through preferential allotment/private placement w.e.f. 18th October, 2022.
- the Company has allotted 2,10,00,000 (Two Crores Ten Lacs) Equity Shares upon conversion
of Convertible Equity Warrants allotted through preferential allotment/private placement
w.e.f 30th March, 2023.
Authorized Share Capital:
The Authorized Share Capital of the Company as at March 31, 2023 is Rs. 30,00,00,000/-
(Rupees Thirty Crores only) consisting of 3,00,00,000 (Three Crores only) Equity Shares of
Rs.10/- (Rupees Ten only) each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at March 31, 2023 is Rs.
24,44,35,000/- (Rupees Twenty Four Crore Forty Four Lacs Thirty Five Thousand only)
divided into 2,44,43,500 (Two Crores Forty Four Lacs Forty Three Thousand Five Hundred)
Equity Shares of Re. 10/- each.
AUDITORS AND THEIR REPORTS:
Statutory Auditor:
M/s. ADV & Associates, Chartered Accountants (FRN: 128045W) has tendered their
resignation to discontinue as the Statutory Auditor of the Company due to Preoccupancy and
further remaining terms of their period. Hence, in order to fill up the casual vacancy the
Company has appointed M/s. Rawka & Associates, Chartered Accountants (021606C) in the
Board Meeting held on September 05, 2023. The office of M/s. Rawka & Associates.,
Chartered Accountants, are to be confirmed by the members in the ensuing Annual General
Meeting, Further, their appointment shall be for the tenure of 05 (Five) years.
Auditors Report:
The Auditors Report on the financial statements of the Company forms a part of the
Annual
Report. There is no qualification, reservation, adverse remark, disclaimer or modified
opinion in the
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder,
the Company has appointed M/s. JCA & Co., Practicing Company Secretaries to
undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2022-23
of the Company is annexed, which forms part of this report as Annexure-I.
There are no qualifications, reservation or adverse remarks given by Secretarial
Auditors of the Company.
Internal Auditor:
M/s. A R Gupta & Co., Practicing Company Secretaries, are the Internal Auditors
of the Company and they have submitted the Internal Auditors Report for the current year
2022-23 as per the requirement of the Act.
The Internal Auditor has not reported any qualification, reservation or adverse opinion
during the period under review.
PUBLIC DEPOSITS:
The company has not invited any Public deposits during the year and as such there has
been no default in repayment of deposit or payment of interest thereon during the year.
There were no outstanding fixed deposits as on 31st March, 2023. (Rs. Nil as on 31st
March, 2022). The company is in compliance with provisions of the Companies Act, 2013 and
rules made thereunder in respect of deposits.
Hence, the requirement of providing details relating to deposits as also of deposits
which are not in compliance with Chapter V of the Act is not applicable.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no material change in the nature of business of
the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT
There is no material change and commitment affecting the financial position of the
Company which has occurred between end of the Financial Year under review and the date of
this Report.
MANAGEMENT DISCUSSION & ANALYSIS
As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, 2018, report on "Management
Discussion and Analysis" is attached as Annexure-II and forms a part of this
Report.
CORPORATE GOVERNANCE
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015, the Corporate Governance provisions are not applicable to your Company.
However, the Company thinks that it a good practice to follow the governance to increase
the stakeholders trust and provide you with a separate Report on Corporate Governance as Annexure-III
forms an integral part of the Annual Report.
PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company does not have any Subsidiary, Joint Ventures
and Associate Company. Therefore, Form AOC-1 for statement containing salient features of
the financial statement of subsidiaries or associate companies or joint ventures pursuant
to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014 is Not Applicable.
DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)
- Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Atul Subhash Pawar (DIN: 09692216) of the Company is
liable to retire by rotation and being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of Mr. Atul Subhash Pawar (DIN: 09692216) as
Director in the forthcoming Annual General Meeting of the Company. Your Board has
recommended his re-election.
- Changes in Directors/ Key Managerial Personnel (KMPs):
Following changes were made in the Board w.e.f 15th August 2022:
- Mr. Saugat Mahapatra (DIN: 09331789) appointed as Managing Director & CFO of the
Company.
- Mrs. Namita Kudkar (DIN: 09692219) appointed as Independent Director (Additonal) of the
Company.
- Mr. Atul Pawar (DIN: 09692216) appointed as Whole-Time Director of the Company.
- Designation of Mrs. Nikita Hardik Parekh (DIN: 06800141) changed from Managing Director
& CFO to Non-Executive Director & Chairperson of the Company.
- Mr. Vishal Sonawane, (DIN: 08103078) resigned from the post of Independent Director of
the Company.
- Mrs. Vijayshree Krishnat Desai (DIN: 08198477) resigned from the post of Independent
Director of the Company.
Following changes were made in the Board w.e.f 14th September 2022:
- Ms. Apeksha Manoj Jadhav (DIN: 07899665) resigned from the post of Independent Director
of the Company.
Following changes were made in the Board w.e.f 31st October 2022:
- Mrs. Nikita Hardik Parekh (DIN: 06800141) resigned from the post of Non-Executive
Director & Chairperson of the Company.
- Mr. Pramod Behere (DIN: 08644975) appointed as Non-Executive Director & Chairman of
the Company.
- Ms. Savita Patil (DIN: 08640454) appointed as Independent Director of the Company.
- Designation of Mr. Atul Pawar (DIN: 09692216) has been changed from Whole-Time Director
of the Company to Non-Executive Director of the Company.
- Mrs. Sakshi Chopra, an associate member of the Institute of Company Secretaries of India
holding Membership No. A65370, appointed as Company Secretary & Compliance Officer of
the company.
Following changes were made in the Board w.e.f 08th December, 2022:
- Mr. Saugat Mahapatra (DIN: 09331789) resigned from the post of Managing Director &
CFO of the Company.
Following changes were made in the Board w.e.f 06th January, 2023:
- Mr. Avinash Anil Ghorpade (DIN: 09848799) appointed as Managing Director & CFO of
the Company.
- Composition
The current composition of the Board is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the Listing Regulations and specifically
stated in Corporate Governance Report.
- Declaration/Disclosures of Directors proposed to be appointed / re-appointed
None of the directors of the company are disqualified under the provisions of
the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
All the Directors have made necessary disclosures as required under the various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Brief profile of Mr. Atul Subhash Pawar proposed to be re-appointed and his
Qualification, Experience alongwith the name of Companies in which he hold the
Directorship and Listed Companies in which he hold Chairmanship/membership of the
Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on
General Meetings is given as Annexure to the Notice convening the 35th Annual
General Meeting.
MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES
During the reporting period, the Board of Directors met 13 (Thirteen) times
during the financial year. As required under Section 177(8) read with Section 134(3) of
the Companies Act, 2013 and the rules framed thereunder the composition and meetings of
the Audit Committee were in line with the provisions of the Companies Act, 2013 and the
Listing Regulations.
During the year under review, all the recommendations of the Audit Committee were duly
accepted by the Board of Directors. The requisite details of Audit Committee along with
composition, number of meetings of all other Board Committees held during the year under
review and attendance at the meetings are provided in the Report on Corporate Governance
forming a part of the Annual Report.
DECLARATION U/S 149(6) OF THE ACT
All the Independent Directors (IDs) have given declarations u/s 149(6) of the
Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, confirming that they meet the criteria of independence as laid down
under the said Section/ Regulation. The Directors of the Company have also confirmed that
they were not disqualified to be appointed as Directors as per Section 164(2) of the
Companies Act, 2013 and that they have not been debarred by SEBI or any other statutory
authority to hold an office of director in a company.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, AND
INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board, its Committees, the
Chairman and the individual Directors was carried out for the year 2022-23. Led by the
Nomination & Remuneration Committee, the evaluation was done using individual
questionnaires covering amongst others vision, strategy & role clarity of the Board,
Board dynamics & processes, contribution towards development of the strategy, risk
management, budgetary controls, receipt of regular inputs and information, functioning,
performance & structure of Board Committees, ethics & values, skill set, knowledge
& expertise of Directors, leadership etc.
As part of the evaluation process, the performance of non-independent Directors, the
Chairman and the Board was done by the independent Directors. The performance evaluation
of the respective Committees and that of independent and non-independent Directors was
done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.
DISCLOSURE UNDER SECRETARIAL STANDARDS
Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting
of the Board of Directors and ‘General Meetings, respectively, have been duly
followed by the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, the company has formulated a Policy on Related Party Transactions as approved
by the Board of Directors which is also available on the Companys website www.tirupatityres.com
and the same is considered for the purpose of identification and monitoring Related Party
transactions.
During the year under review, the Company has not entered any contracts or arrangement
with its related parties referred to in Section 188(1) of the Companies Act, 2013.
Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of
Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts)
Rules 2014, is included in this report as "Annexure - IV" and forms an
integral part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The disclosure of particulars with respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to
provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is
annexed herewith as Annexure-V and forming part of the report.
ANNUAL RETURN:
The extract of Annual Return of the Company as on March 31, 2023 in form MGT
– 9 in accordance with section 92(3) read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is attached as "Annexure -VI " to this
Report.
HUMAN RESOURCE, HEALTH & SAFETY
The Company takes pride in its human capital, which comprises people from
diverse backgrounds and cultures. Despite severe competition, the enthusiasm and
unstinting efforts of the employees have enabled the Company to remain at the forefront.
Your Company has unflinching commitment and ensures that despite the challenges, the
highly efficacious medicines manufactured by the Company were made available across the
world. The Company gives paramount importance to safety, security and well-being of its
human resources and maintains highest standards of health and safety in all aspects.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT
The particulars of loans, guarantees and investments have been disclosed in the
financial statements for the financial year 2022-23 which forms an integral Part of this
annual report.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
Your Company has a robust and reliable system of internal controls commensurate
with the nature of the business, and the scale and complexity of operations. The Company
has adopted policies and procedures covering all financial, operating and compliance
functions. The management is committed to ensure an effective internal control
environment, commensurate with the size and complexity of the business, which provides an
assurance on compliance with internal policies, applicable laws, regulations and
protection of resources and assets.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/informations
related to the remuneration of Directors, Key Managerial Personnel and Employees are set
out in "Annexure - VII" to this Report.
CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE
A Certificate of the Secretarial Auditor confirming its compliance with the
conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015 is
attached as Annexure-VIII.
MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS
A Certificate of the Managing Director and CFO of the Company in terms of
Listing Regulations, inter alia, confirming the correctness of the financial statements
and cash flow statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee, is also annexed as Annexure- IX.
CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION
A Certificate of the Auditor on verification of Debarment Or Disqualification
of Directors pursuant to Regulation 34 (3) read with Para C (10)(i) of Schedule V of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached as Annexure-X.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
For the financial year 2022-23, the provision of Section 135 of the Companies
Act, 2013 was not applicable on the Company. Therefore, the Company has not made any
contribution towards CSR expenditure.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors
of the Company, to the best of their knowledge and belief and according to the information
and explanations obtained by them, state that:
- In the preparation of the annual accounts for the year ended 31st March, 2023 the
applicable accounting standards have been followed and there are no material departures
from the same;
- They have selected such accounting policies, judgments and estimates that are reasonable
and prudent and have applied them consistently so as to give a true and fair view of the
state of affairs of the Company as at 31st March, 2023 and of the statement of Profit and
Loss as well as Cash Flow of the company for the year ended on that date;
- Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
- The annual accounts have been prepared on a going concern basis;
- Necessary internal financial controls have been laid down by the Company and the same
are commensurate with its size of operations and that they are adequate and were operating
effectively; and
- Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143:
Pursuant to section 143(12) of the Companies Act, 2013, there was no frauds
reported by the Statutory Auditor of the Company under section 143(12) of the Companies
Act, 2013.
POLICY ON NOMINATION AND REMUNERATION
Policy on Directors appointment and remuneration is to follow the criteria as
laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or
professions. The Remuneration Policy is uploaded on the Company website www.tirupatityres.com
VIGIL MECHANISM
The Board of Directors of the Company had adopted the Whistle Blower Policy in
compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A
mechanism has been established for employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides
for adequate safeguards against the victimization of employees who avail of the mechanism
and allows direct access to the Chairperson of the Audit Committee in exceptional cases.
The Audit Committee reviews periodically the functioning of whistle blower mechanism.
No complaints have been received during the Financial Year ended March 31, 2023. No
personnel have been denied access to the Audit Committee during the Financial Year ended
March 31, 2023.
A copy of the Whistle Blower Policy is available in the companys website i.e.
www.tirupatityres.com
POLICY AGAINST SEXUAL HARASSMENT
The Company is committed to creating a healthy working environment that enables
employees to work without fear of prejudice and gender bias. The Company has formulated
Policy on prevention, prohibition and redressal of sexual harassment of women at
workplaces in accordance with The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to
redress complaints reported under it if any.
During the year under review, the Company has not received any complaints in this
regard.
ACKNOWLEDGEMENTS AND APPRECIATION
The Board takes this opportunity to thank all farmers, consumers, customers,
vendors, investors, bankers and Statutory Authorities for their continued support during
the year. The Board also wishes to place on record its sincere appreciation of the effort/
contribution made by its employees at all levels for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees have enabled the
Company to remain an industry leader. The Companys consistent growth was made possible by
their hard work, solidarity, cooperation and support and look forward to their continued
support in the future.
By Order of the Board
For Tirupati Tyres Limited
Sd/- Sd/-
Avinash Anil Ghorpade Atul Subhash Pawar
Managing Director & CFO Whole time Director
DIN: 09848799 DIN: 09692216
Date: 05th September, 2023 Place: Mumbai
+91-9892691696
