Shree Tirupati Balajee FIBC Ltd Directors Report.

To,

The Members

Shree Tirupati Balajee FIBC Limited

Your Directors take pleasure in presenting the 10th Annual Report together with the audited financial statements for the year ended March 31st, 2019.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

• Total revenue for the year was Rs. 12,077.36 Lakhs as compared to Rs. 9,824.42 Lakhs in the previous year, increased by 22.93%.

• Revenue from operations for the year was Rs. 12,071.35 Lakhs as compared to Rs. 9,821.00 Lakhs in the previous year, increased by 22.91%.

• Profit before tax for the year was Rs. 725.89 Lakhs as compared to Rs. 638.50 Lakhs in the previous year, Increased by 13.69%.

• Profit after tax for the year was Rs. 627.23 Lakhs as compared to Rs. 504.48 Lakhs in the previous year, Increased by 24.33%.

SUMMARISED PROFIT AND LOSS ACCOUNT:

Particulars

Year ended

2018-19 2017-18
Total Revenue (Revenue from operations and other income) 12,077.36 9,824.42
Profit Before Tax (PBT) 725.89 638.50
Provision for Tax 98.66 134.03
Profit After Tax (PAT) 627.23 504.48
Earnings per share 6.19 5.74

STATE OF THE COMPANYS AFFAIRS & REVIEW OF OPERATIONS:

The Company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and sellers of FIBC, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner and Flexible Packaging etc. from its Plants located at Pithampur, District Dhar, (MP). During the year under review, there has been no change in the nature of the business of the company and the powers to be generated will be used for captive consumption.

ACHIEVEMENTS:

Receipt of BRC Certificate (Grade A) from Intertek Certifications Limited for Companys situated at Pithampur

Companys situated at Plot No. A.P.-14 (Apparel Park), SEZ Phase-II, Industrial Area Pithampur MP 454774 has achieved "Grade A" Certificate from Intertek Certifications Limited, (a UKAS accredited body for certification) for meeting the requirements as set out in the BRC Global Standard for Packaging and Packaging Materials Issue 5, July 2015, for separate clean room facilities situated at Unit for manufacturing of packaging material to be used for food and nonfood application. The BRC Certificate was issued on 27th November, 2018 and is valid upto 26th December, 2019.

CREDIT RATING:

ICRA dated 12th September, 2018 have affirmed the following ratings to the bank loan facilities of Rs. 24.00 Crores availed by the Company:

Total Bank Loan Facilities Rated Rs. 24 Crore
Long-term— Fund-based [ICRA]BBB (Stable); assigned
Unallocated Limits [ICRA]BBB (Stable)/ A3+; assigned

DIVIDEND:

The Company is in regular expansion mode and also upgrading its existing properties. Therefore in order to fund new projects/upgradation, your Board has not recommended dividend for the financial year March 31,2019.

DIRECTORS RESPONSIBILITY STATEMENT:

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

a. That in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That in such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019.

c. That they have taken proper and sufficient care 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;

d. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

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

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31st March, 2019 was Rs. 10,13,00,400/- (Rupees Ten Crore Thirteen Lakh and Four Hundred) divided into 1,01,30,040 (One Crore One Lakh Thirty Thousand and Forty) equity shares of Rs. 10/- (Rupees Ten) each. During the year under review, the Company has not issued equity shares or shares with differential voting rights or granted stock options or sweat equity.

TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the general reserves account and Capital reserves account.

DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2019. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not provided any loan, Guarantee and investment pursuant to Section 186 of the Companies Act, 2013 during the year. The Details are provided in the Notes to the Financial Statements.

CSR INITIATIVES:

Pursuant to section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted CSR Committee comprising Shri Binod Kumar Agarwal as the Chairman and Shri Hatim Badshah and Smt. Sunita Agrawal as the member of the Committee during the year. In view of the profits of the company, your Company was required to undertake CSR projects during the year 2018-19. The Annual Report on CSR activities is annexed herewith as "Annexure A".

The detailed CSR Policy has been uploaded on Companys Website: http://www.tirupatibalaiee.com/media/1004/corporate-social- responsibility.pdf

OCCUPATIONAL HEALTH & SAFETY (OH & S):

This initiative involved positive engagement of personnel on the plant at every level. With regard to contractor safety, two key areas of focus were identified, namely Facility Management for the contractors employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management Program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Companys objectives to ensure ‘Zero Harm.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY:

The Company has in place Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company. The business of the Company is exposed to various risks, arising out of internal and external factors i.e. constantly maintaining high quality standards, fluctuations in the price of raw materials, risks from International competitors, fluctuations in currency rates, etc. Other than this, the Government Policy, local area authority, Taxation Policy may adversely affect the profitability of the Company subject to various process and clearance etc as may be decided by the concerning State Government. Further, general market conditions relating to the demand, supply, price relating to the products of the company.

The detailed Risk Management Policy has been uploaded on Companys Website: http://www.tirupatibalajee.com/media/1007/risk- management-policy.pdf

Implementation of the Scheme

The functional managers at all locations will be responsible for identifying and assessing the risks within their areas of responsibilities and actions agreed beforehand to resolve such risks. They will report for any new risk or changes in the existing risk to the Managing Director. The Board and the senior executives of the Company will oversee the implementation of the policy and review the same periodically; the Board will be updated on key risks faced by the Company and the mitigating actions taken to resolve them

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Boards Report as "Annexure B" and are also posted on the website of the Company.

http://www.tirupatibalaiee.com/media/1184/vigil-mechanismwhistle-blower-policv.pdf

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY:

The Company does not have any subsidiary, associate or joint venture during the year 2018-19 as well as none of the Companies which have become or ceased to be its subsidiaries, associate or joint venture during financial year therefore, the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable.

BOARD OF DIRECTORS. THEIR MEETINGS & KEY MANAGERIAL PERSONNEL (KMPs):

1) Composition of Board of Directors as on 31.03.2019

The Board of directors are comprising of total 6 (Six) Directors, which includes 2 (Two) Independent and 1 (One) Women director. The Chairman of the Board is Promoter and Managing Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

2) Board Independence

Our definition of ‘Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following Independent Directors;

1. Shri Mahendra Kumar Bhagat (DIN: 01400781)

2. Shri Hatim Badshah (DIN: 05118272)

As per provisions of the Companies Act, 2013, the Independent Directors were appointed on the Board w.e.f 10th June, 2017. The appointments of the aforesaid Independent directors were confirmed by the members at the EGM held on 27th June, 2017 Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

3) Declaration by the Independent Directors

The Independent Directors have given declaration of Independence in the first board meeting stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 during the year 2018-19 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4) Directors seeking re-appointment at the ensuing Annual General Meeting

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Smt. Sunita Agrawal (DIN: 00322594), Non-Executive Director of the Company is liable to retire by rotation and being eligible offers herself for re-appointment.

5) Changes in Directors and Key Managerial Personnel

During the year 2018-19, Shri Basant Patwa, Independent Director of the Company has resigned from the post of Independent Directorship of the Company w.e.f. 15th February, 2019. The Company took the note of resignation received from Shri Basant Patwa in its Board Meeting dated 26th February, 2019. The resignation letter is also post on the website of the Company.

6) Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on Companys business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meeting is circulated to all the Directors as per the provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board meets 4 (Four) times in the Financial Year 2018-19 viz., on 30th May, 2018; 09th August, 2018; 02nd November, 2018; 26th February, 2019. The maximum interval between any two meetings did not exceed 120 days.

7) Separate Meeting of Independent Directors

As stipulated by the Code of Conduct for Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 02nd November, 2018 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

8) Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

COMMITTEES OF THE BOARD:

The Company has following Four Committees as follows:

1) Audit Committee

The Company has constituted Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Companies Act, 2013. The Audit Committee comprises of the following Members as on 31st March, 2019.

Name of Director Nature of Directorship Designation in the Committee
Shri Hatim Badshah Non-Executive & Independent Director Chairman
Shri Mahendra Kumar Bhagat Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

2) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and Remuneration Committee comprises of the following Members as on 31st March, 2019.

Name of Director Nature of Directorship Designation in the Committee
Shri Hatim Badshah Non-Executive & Independent Director Chairman
Shri Mahendra Kumar Bhagat Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is annexed with the Report as "Annexure C" and same is uploaded on companys website Link. http://www.tirupatibalaiee.com/media/1009/nomination-and-remuneration-policv.pdf

3) Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee in accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a shareholder/investors grievance committee ("Stakeholders Relationship Committee") to redress complaints of the shareholders. The Stakeholders Relationship Committee comprises the following Members as on 31st March, 2019:

Name of Director Nature of Directorship Designation in the Committee
Shri Hatim Badshah Non-Executive & Independent Director Chairman
Shri Mahendra Kumar Bhagat Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

4) Corporate Social Responsibility (CSR) Committee

Company has constituted a CSR Committee in accordance with the provisions of section 135 of Companies Act, 2013. The CSR Committee comprises the following Members:

Name of Director Nature of Directorship Designation in the Committee
Shri Binod Kumar Agarwal Managing Director Chairman
Shri Hatim Badshah Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year 2018-19 were on Arms Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee and the Board. The details are attached in Form AOC-2 as "Annexure D"

The Company has developed Related Party Transactions Policy which was approved by the Board for purpose of identification and monitoring of such transactions.

The RPT Policy as approved by the Board is available on the Companys website

Link- : http://www.tirupatibalaiee.com/media/1006/policv-for-related-partv-transactions-rpts.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS. THEIR REPORT & COMMENTS BY THE MANAGEMENT:

1) Statutory Auditors

M/s ABN & Co., Chartered Accountants, Indore Statutory Auditors were appointed for a term of 5 years commencing from the conclusion of 06th Annual General Meeting of the Company to the conclusion of 11th Annual General Meeting and they have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the rules framed thereunder. As required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

2) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ritesh Gupta & Co., Company Secretaries, Indore, to undertake the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report in Form MR-3 is self-explanatory and therefore do not call for any explanatory note and the same is annexed herewith as "Annexure E".

3) Cost Audit

The Provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not applicable to the Company during the financial year.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no frauds committed against the Company and persons who are reportable under section 141(12) by the Auditors to the Central Government. Also, there were no non-reportable frauds during the year 2018-19.

CORPORATE GOVERNANCE:

The Company being listed on the NSE Emerge is exempted from provisions of corporate governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

CODE OF CONDUCT:

Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The

Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same has been hosted on the website of the company.

http://www.tirupatibalaiee.com/media/1002/code-of-conduct-for-board-of-directors-kmps-and-senior-management.pdf

CONSOLIDATED FINANCIAL STATEMENTS:

Since the company is not having any subsidiary, associates or joint venture, therefore, the requirement for Consolidated Financial Statements in accordance with relevant Accounting Standards (AS) is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure F".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

Except that as stated in the relevant places, the material changes, development, from the 31st March, 2019 till the date of this Boards Report, there are no material changes which may affect the financial position of the Company.

EXTRACT OFANNUALRETURN:

As provided under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules, 2014, the extract of the annual return is given in "Annexure G" in the prescribed Form MGT-9, which forms part of this report and same is hosted on the Companys website Link http://www.tirupatibalaiee.com/media/1186/extract-of-annual-return-form-mgt-9-2018-19.pdf

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OF EMPLOYEES:

Details pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details are given in the "Annexure H".

During the year, none of the employees received remuneration in excess of the limit prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereof.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed

SECRETARIAL STANDARDS OF ICSI:

The Secretarial Standards as specified by the Institute of Company Secretaries of India for Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July 2015. The Company is in compliance with the same.

ACKNOWLEDGEMENTS:

Your Directors thanks the various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd. Lead Manager, Share Transfer Agent and other intermediaries and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Binod Kumar Agarwal
Date: 08th August, 2019 Chairman & Managing Director
Place: Pithampur (Dhar) DIN:00322536