tirupati foam ltd Directors report

To

The Members,

TIRUPATI FOAM LIMITED

Your Directors have pleasure in submitting their Thirty Sixth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

Particulars	2022-2023	2021-2022
Total Revenue including other income	10208.69	10294.28
Profit before financial cost, depreciation and taxation	972.31	928.26
Less: Financial Cost	(482.24)	(444.65)
Less : Depreciation	(225.87)	(230.09)
Profit Before Tax & Exceptional Items	264.2	253.52
Less: Exceptional Items	-	-
Less: Provision of taxation
Current Tax (Net)	79.09	48.65
Deferred Tax	(4.97)	22.26
Earlier year income tax	-	-
Profit for the year	190.10	182.62
Other Comprehensive Income	2.87	1.65
Total Comprehensive Income for the year	192.97	184.26

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company was able to achieve Sales including other income of Rs. 10208.69 Lacs as compared to Rs. 10294.28 Lacs for the Previous Year. The Profit before financial cost, Tax and Depreciation was Rs. 225.87 Lacs for period under review as compared to Rs. 230.09 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at Rs.192.97 Lacs as against Rs. 184.26 Lacs for the previous year.

During the year company has incurred total Capital Expenditure of Rs.100.66 Lacs. (Both tangible and Intangible).

3. Changes In the Nature of Business:

There has been no change in the nature of Business of the company during the year under review.

4. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs.4, 40,70,000/-. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.

5. DIVIDEND

Your Directors has recommend Dividend @ 10% i.e Re. 1 /- per share on 4407000 Equity Shares of the company for the Year ending 31st March 2023.

6. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCTION AND PROTECTION FUND TRANSFER OF UNCLAIMED DIVIDEND

The due date to be transfer the amount of unpaid and unclaimed dividend for the Financial Year 2015-16 to Investor Education and Protection Fund (IEPF) as per the provisions of Section 125 of the Companies Act, 2013 is due is 5th November, 2023. The unpaid and unclaimed dividend of the financial year 2014-15 was already transferred in FY 2022-2023.

TRANSFER OF SHARES

As per the provisions of section 124(6) of the Companies Act, 2013 and the Investors Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, which have came into force from 7th September, 2016, the dividend which was not en cashed or claimed for seven consecutive years or more, then such SHARES are to be transferred to IEPF.

Hence as per the above provisions your company has already transferred shares for the unpaid and unclaimed dividend for the FY 2009-10 till 2014-15 on which the dividend are not claimed as per the above mentioned provisions. Further company is under process to transfer shares for the FY 2015-16 whose due date to of transfer is 5th November, 2023. We have already intimated to all those shareholders whose shares were liable to be transferred to IEPF VIDE LETTER DATED 21ST July, 2023 and also newspaper advertisement was given dated: 22nd July, 2023.

The details whose name appears in the list to transfer shares can be verified on the Companys Website www.tirupatifoam.com.

7. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board.

The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the Non Independent Directors were carried out by the independent Directors.

8. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members, KMP & senior Management. Enclosed as Annexure F

9. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Draft Annual Return of the Company is available on the website of the Company at www.tirupatifoam.com/investor/other corporate announcements/ annual return extracts/2021-2022

10. CORPORATE GOVERNANCE

We ensure that we evolve and follow the corporate governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financial and operational performance. We are attaching herewith a separate report on Corporate Governance along with Compliance Certificate Issued by Statutory Auditor in this annual report marked as "Annexure-E" to the Directors Report.

11. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report in format MR 3 for the FY 2022-2023 was enclosed as Annexure "I" to the Board Report.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had 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 and loss of the company for that period;

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

d. The directors had prepared the annual accounts on a going concern basis; and

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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of the Board:

Your company believes that our Board needs to have an appropriate mix of Executive, Non-executive and Independent Directors to maintain its independence and separate its functions of governance and management. As on 31st March, 2023, our board comprised of Fourteen Directors, Four Non- Executive Directors, Seven Independent and Non-Executive Directors, and Three Executive Directors and none of the directors are disqualified under section 164 of the Companies Act, 2013.

The detailed composition is described under Corporate Governance Report as annexed with the Directors Report. Change/Appointment/Re-appointment of Directors/ KMP

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder and pursuant to the Article of Association of the Company, MR. ROSHAN SANGHAVI (Din: 01006989), Mr. Satish A Mehta (DIN:01007020) and Mr. Deepak T Mehta (Din: 0156096) Executive Directors of the company retires by rotation as Directors of the company at the ensuing 36th Annual General Meeting and being eligible offers themselves for re-appointment to the Board as Directors of the Company.

MR. ROSHAN SANGHAVI (Din: 01006989) and Mr. Satish A Mehta (DIN:01007020) who were appointed as Managing Director and Whole Time Director and whose term expired at 36th Annual General Meeting of the company and being eligible offers himself to be re-appointed as Managing Director and Whole Time Director of the company. Hence recommended to the members.

Profile and other information of the aforesaid Director, as required under Regulation 36 of SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice convening the 36th Annual General Meeting.

The above proposal for reappointment forms part of the Notice of the 36th Annual General Meeting and the relevant resolution is recommended for your approval therein.

Board Evaluation

A formal evaluation mechanism is in place for evaluation the performance of the Board, committees thereof, individual directors and the Chairman of the Board. The evaluation of board is carried out annually as per the provisions of the Companies Act, 2013, rules thereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Performance evaluation of each Director is based on the criteria as laid down from time to time by the Nomination and Remuneration Committee. Criteria for performance evaluation includes aspects such as attendance for the meetings, participation and independence during the meetings, interaction with Management, Role and accountability to the Board, knowledge and proficiency and any other factors as may be decided by the Nomination and Remuneration Committee. Further, performance evaluation of an Executive Director is done based on business achievements of the company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The full description has been disclosed in Corporate Governance Report as Annexure E.

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6)& (7) of Companies Act, 2013.

The detailed criteria for their appointment has been formulated and uploaded at the companys website at https://tirupatifoam.com//Investors// Criteria for appointment of Independent directors

15. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) & Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Management discussion and analysis on the business and operations of the company is attached as Annexure D herewith and forms part of this Annual Report.

16. STATUTORY AUDITORS:

M/s F.P & Associates, Chartered Accountants, Ahmedabad were appointed for period of the term of Five years in the 35th Annual General Meeting held on 20th September, 2022.

AUDITORS REPORT:

- The Auditors Report for the Financial Year ended on March, 31 2023 does not contain any qualifications, reservations or adverse mark. The Auditors Report is enclosed with the Financial Statements in this report.

- Pursuant to provisions of Section 143(2) of the companies act, 2013 the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

- As regards the comments made in the Auditors Report, the Board is of the opinion that they are self explanatory and does not want further clarifications.

17. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s. NAHIDAKHTAR VHORA & CO. Company Secretaries in practice having CP No. 13187 to conduct the Secretarial Audit of the Company for the financial year 2022-2023 and to furnish his report to the Board. The Secretarial Audit forms part of this Report as Annexure - I

18. FINANCE:

Cash and Cash equivalent as at March 31,2023 was Rs.251.21 LACS. The company continues to focus on adjusting management of its working capital, Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.

19. REPORTING OF FRAUD BY THE COMPANY:

There are no fraud reported by the auditors as required under section 143(12) of the companies Act, 2013.

20. FIXED DEPOSIT

The company has not invited, accepted or renewed any fixed deposit from the public during the year.

No amount on account of principal or interest on fixed deposit was outstanding as on the date of Balance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1)(c)(xiii) of the Companies (Acceptance of Deposits) Rules, 2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.

The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.

23. COST AUDITORS

M/S BR & Associates have been appointed as Cost Auditor at 35th Annual General Meeting to conduct cost audit and have obtained Cost Compliance Report for the FY 2022-2023 as enclosed with the Board report as per section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013. His terms of remuneration have been kept for ratification by the share holders at upcoming 36th Annual General Meeting of the company.

24. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable.

25. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to section197(12) of the Companies Act, 2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is enclosed as annexure H.

26. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms length basis. There is no materially significant related party transactions entered into by the Company with its 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 are periodically placed before the audit committee for its approval. The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms length basis or material in nature. Your Directors draw attention of the shareholders to Note No.31 of the financial statement which sets out related party disclosures. Annexure C.

27. DETAILS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure F to this report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.

28. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, in accordance with the provisions of the Act and Regulation 22 of the SEBI (LODR) Regulations the Company has implemented a Whistle Blower Policy, with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Committee or Chairman of the Audit Committee of the Company to report instances of violations of laws, rules and regulations, unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism also provides adequate safeguards against victimisation of persons who use such mechanisms and also to ensure direct access to the Ethics Committee or Chairman of the Audit Committee in appropriate or exceptional cases. No personnel have been denied access to the Audit Committee, if he/she wished to lodge a complaint under the Whistle Blower Policy.

In compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, ("Amendment Regulations") Company has amended its Whistle Blower Policy to enable employees to report instances of leak of unpublished price sensitive information.

The company has developed a "Policy on Whistle Blower and Vigil Mechanism" to deal with instance fraud and mismanagement, and same has been updated in the companys website "www.tirupatifoam.com."

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished in Annexure ‘ A to this Report.

31. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings and outgoings flow were given in Annexure B to this report.

32. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the "Policy on Prevention of Sexual Harassment at the workplace" in line the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

34. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Boards view, there are no material risks.

35. COMMITTIES OF THE BOARD

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with the approval of the Board and function under their respective Charters. These committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee.

C. Stakeholders Relationship Committee.

A) Audit Committee:

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The detailed details of the same are disclosed in the Corporate Governance Report.

B) Nomination and Remuneration Committee ("NRC")

The composition of the Audit Committee is in alignment with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulations of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The detailed details of the same are disclosed in the Corporate Governance Report.

C) Stakeholders Relationship committee:

The compliance with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee. The Committee is entrusted with the responsibility of addressing the stakeholders / investors complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate shares, etc and other shareholders related queries, complaints, etc. The detailed details of the same are disclosed in the Corporate Governance Report.

36. CERTIFICATION FROM MANAGING DIRECTOR AND CFO:

A Certificate from the Managing Director and Chief Financial Officer, Pursuant to Regulation 17(8) read with schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been placed before which is enclosed with the Report. Annexure G.

37. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

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

39. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as per Regulation 34(2) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 500 listed Companies on the basis of market capitalization.

40. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

41. DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READ WITH SCHEDULE V (D) OF THE SEBI (LODR), 2015

Pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations, the Board of Director and its Senior Management have given declaration regarding compliance with the Code of Conduct which is annexed with the Board Report as Annexure I.

42. LISTING FEES/ ANNUAL CUSTODY FEES:

Your company has already paid Annual Custody Fees for the financial year 2022-2023 of Bombay Stock Exchange, Central Depository Securities Limited, National Securities Depository Limited.

43. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Date : 10.08.2023	By order of the Board
Place : Ahmedabad	For, Tirupati Foam Ltd.,
	Roshan P Sanghavi
	Managing Director
	(DIN:01006989)