Tirupati Fincorp Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting their 34th Annual Report on the business and operations together with the Audited Statementof Accounts of the Company for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars

Year Ended

2015-16 2014-15
Total Income 59.39 39.68
Total Expenditure 40.51 34.25
Profit/Loss before Taxation 18.85 4.34
Profit/Loss after Taxation 14.53 3.30
Profit/Loss brought forward -426.41 -429.71
Balance carried to Balance Sheet -411.86 -426.41

2. REVIEW OF OPERATION:

The Company has made Profit of Rs. 14,53.473/- during the financial year. There is significant rise in the Profits of the Company, on account of increased interest income. Company has expanded its credit exposure to the various sections, and thus good credibility of its customer base, resulted in high income growth. Topline of the Company have increased almost 150% as compare to the previous year. Your Directors are optimistic on the stable economy and expecting to achieve the similar results in the next financial year as well.

3. DIVIDEND:

Though there is increased profit line of the Company during the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. PARTICULARSOFEMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Companyhas no such employees.

6. DIRECTORS:

During the year under review Mr. Sudhir Parekh (DIN: 07184815) has been designated as the Whole time Director of the Company. Mr. Arvind Gala (DIN: 02392119) and Ms. Beena Jain (07322250) have been inducted on the Board on 30th April, 2015 and 25th September, 2015 respectively. The Board welcomes them and expects their experience and contribution to the Company. Mr. Prafulla Bhat and Mr. Chankya Dhanda were appointed and resigned during the financial year. Your Directors places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

Mr. Hitsaran Jain (DIN: 02910260) who retire by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting.

Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

7. SUBSIDIARIES:

SincetheCompanyhas no subsidiaries, provision ofSection 129 (3) of the Companies Act, 2013is notapplicable.

8. Particulars ofloans, guarantees or investments

The Company has not given any loans or guarantees or made any investments covered under the provisions of section 186 ofthe CompaniesAct, 2013.

9. Number of Meetings

The Board has met 10 (Ten) times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company forthe year review.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts forthe financialyear ended 31stMarch, 2016ona going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) 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.

12. RELATED PARTY TRANSACTIONS:

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. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of this report.

13. CONSERVATION OFENERGYAND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 134(3)(m) of the Company Act, 2013, read with the Rule 3 of Companies (Account) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable. (Annexure -I)

14. FOREIGN EXCHANGE EARNINGSAND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year.

15. AUDITOR&AUDITORS REPORT

The Board recommends appointment of Ms/ KPND & Co, Chartered Accountants in place of M/s. Sivaswamy & Kumar, Chartered Accountants who have expressed their inability due to pre-occupation, as Statutory Auditors of the Company for the year 2015-16 and the new Auditors also confirmed their appointment shall be within the limits prescribed under Section 141 ofthe Companies Act, 2013,ifappointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company. Directors observation on Audit Report: -

Attention is required on the following observations made by the Statutory Auditor are as follows: -

1. Company is under the process ofappointing the internal auditor.

16. INTERNALAUDITOR:

The Company has internal financial controls set out in the accounting system and Head of the Department controls all the financial and accounting decisions in the capacity as Internal Auditor.

*17. AUDITCOMMITTEE:

Audit Committee is consisting of Mr. Bhavesh Mamnia- Chairman, Mr. Hitsaran Jain and Mr. Arvind Gala as members of the Audit Committee.

Audit Committee has been reconstituted on 30th April, 2015

*18. STAKEHOLDER S RELATIONSHIP COMMITTEE (Previously SHAREHOLDERSAND INVESTOR GRIEVANCE COMMITTEE):

Stakeholders Relationship Committee is consisting of Mr. Arvind Gala- Chairman, Mr. Hitsaran Jain and Mr. Bhavesh Mamnia as the members of the stakeholders relationship committee.

Stakeholder Committee has been reconstituted on 30th April, 2015.

19. NOMINATION &REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of Mr. Bhavesh Mamnia-Chairman, Mr. Hitsaran Jain and Mr. Arvind Gala as members.

*Nomination and remuneration Committee has been reconstituted on 30th April, 2015.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure II.

21. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed M/s. DSM & Associates, Practicing Company Secretaries (Membership No.27695) as Secretarial Auditor of the Company for the financial Year 2015-16. The Secretarial Audit Report forms part of the Annual report as Annexure -III to the Boards Report.

Comments on Secretarial Audit Report:

1. The Company has appointed Woman Director on 25th September, 2015 as required under Section 149 of the Companies Act, 2013.

2. Company has not mentioned DIN of the Directors who have signed the balance sheet as at 31st March, 2015, as required under Section 158 of the Companies Act, 2013.

3. Company has not appointed any Company Secretary as required under Section 203 of the Companies Act, 2013.

4. Companyhas not appointed Internal Auditor as required under Section 138of the Companies Act, 2013.

In this connection, Your Directors wish to submit as under: -

Due to introduction of New Companies Act viz. Companies Act, 2013, there were various new provisions introduced. Hence they were overlooked by the Management of the Company. However, your Directors are taking necessary steps to make all the compliances on time.

22. STOCK EXCHANGES:

The Companys shares are listed on the following Stock Exchanges:

BSE Limited (Scrip Code: 539008)

23. SIGNIFICANTANDMATERIALORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

24. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board. The Company has framed a risk management policy and testing in accordance with the laid down policy which is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. The Board considers risk management to be a key business discipline designed to balance risk and reward and to protect he Group against uncertainties that could threaten the achievement of business objectives.

25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and Management Discussion and Analysis Report which forms an integral part of this Report are set as separate Annexure, together with the Certificate from the Auditors of the Company

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT

-Annexure IV

26. WHISTLEBLOWERPOLICYANDVIGILMECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

27. OTHERLAWS:

During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

28. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

Registered Office: By Order of the Board
406,407 Shekhawati Complex, For TIRUPATI INTERNATIONAL LIMITED
Near Polo Victory Cinema, Sd/-
Jaipur - 302006 Sudhir Parekh
CIN:L67120RJ1982PLC002438 Chairman DIN:07184815
Date: 12thAugust,2016