DEAR SHAREHOLDERS,
Your Directors are pleased to present the Forty Fourth Annual Report on business and operations of your Company together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended 31st March 2017.
COMPANYS STANDALONE FINANCIAL RESULTS
The Financial performance of the Company for the year ended 31st March 2017 is summarized below: (Rs. in Lakhs)
PARTICULARS | 2016-17 | 2015-16 |
Income from Operations | 4793.52 | 5881.82 |
Other Operating Income | 173.07 | 147.4 |
Total Income from Operations | 4966.59 | 6029.22 |
Total Expenditure (excluding depreciation) | 4784.74 | 5753.28 |
Profit before depreciation | 181.85 | 275.95 |
Depreciation | (8.67) | (12.87) |
Profit/(Loss) Before Tax and exceptional items | 173.18 | 263.07 |
Exceptional Item | - | 3.72 |
Profit/Loss Before Tax | 173.18 | 266.79 |
Less: Provision for Taxation | ||
- Current | 30.50 | 95.00 |
- Deferred | (0.30) | 1.02 |
- Earlier year | 39.37 | 19.17 |
- MAT Credit | - | - |
Profit After Tax | 103.61 | 151.60 |
Add: Surplus bought Forward | 815.10 | 663.50 |
Add: Less Adjustment as per Schedule II as per Note 27(B) (11) | - | - |
Balance carried to Balance Sheet | 918.72 | 815.10 |
SHARE CAPITAL:
During the year under review your Company had issued and allotted 41,50,000 (Forty One Lakh Fifty Thousand) warrants convertible into 41,50,000 (Forty One Lakh Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten) each at a conversion price of Rs. 27.20/- (Rupees Twenty Seven and Twenty paise) per share (including premium of Re. 17.20/- (Rupees Seventeen and Twenty Paise each) per equity share on a preferential basis, convertible within a period of 18 months from the date of allotment of warrants, aggregating to Rs. 11,28,80,000 (Rupees Eleven Crores Twenty Eight Lakhs Eighty Thousand) to public category. The said warrants were issued and allotted at a price as determined through SEBI Guidelines. Your Company has only one class of Equity Shares and it has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
DIVIDEND:
Your Directors are reinvesting the earnings into the business of the Company for the further growth and long-term interests of the Company. No dividend has therefore been recommended for the year ended 31st March 2017.
OPERATIONS REVIEW:
During the year under review, income from operations was Rs. 4793.52 lakhs as against Rs. 5881.82 Lakhs in the previous year. Your Companys performance in the current Financial Year, in terms of Total Income stood at Rs. 4966.59 Lakhs as compared to Rs.6029.22 Lakhs in the previous year. The profit before tax for the year ended 31st March, 2017 is Rs. 173.18 lakhs as against Rs. 266.79 lakhs for the previous year. During the year under review there was a failure in the process flow at the Companys plant located at Dheku which had resulted in the spoilage of material and contamination of stock. Preliminary assessment had been conducted and it was found that there may be a significant loss to the Company on account of such spoilage and contamination of material. The Company is assessing and taking steps for loss reduction and the intimation of loss will be submitted once the final assessment is completed. This material event may have adverse impact on the Companys financial performance.
DEPOSITS:
Your 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 and no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of provisions of Section 134(3)(c) and Section 134(5) of the Act, the Board of Directors of Tirupati Industries (India) Limited, to the best of their knowledge and ability, in respect of the financial year ended March 31, 2017, confirm that:
a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;
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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared Annual Accounts 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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Audit Committee regularly review internal controls and operating systems and procedures for efficiency and effectiveness. The internal Auditors Reports are regularly reviewed by the Audit Committee of the Board. Your Companys internal control systems are commensurate with the nature and size of its business operations.
APPOINTMENT/REAPPOINTMENT:
In accordance with the provisions of the Companies Act, 2013, Mr. R. Sanghvi, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. In terms of provisions of the Companies Act, 2013, the existing Independent Directors, were appointed as the Independent Directors for a term up to 31st March, 2019 at the Annual General Meeting held on 29th September, 2014. Mr. N. R. Thanage was appointed as an Additional Director (Executive) in the meeting of Board of Directors of the Company held on 19th October 2016. Mr. Ketan Karani was appointed as an Additional Director on the Board w.e.f 17th December 2017.
RESIGNATION:
Mr. Hitesh Jhaveri resigned as Managing Director of the Company w.e.f 17th December, 2016. The Board wishes to place on record its deep appreciation for the significant contributions made by him to the Management of affairs of the Company and for his guidance to the Company during his tenure with the Company. Dr. Ms. Anjali Parasnis resigned as Independent Director w.e.f 26th October 2016. The Board places on record its appreciation for the services rendered by her during her tenure with the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.
BOARD EVALUATION:
The Act states that formal annual evaluation needs to be carried out by the Board of its own performance and that of its committees and individual directors. Schedule IV (Code for Independent Directors) of the Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. Your Company had carried out an annual evaluation of performance of its Board and its Committees and individual Directors. The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities. Further, the Independent Directors at their meeting reviewed the performance of Board including the Chairman of the Board and Non-Independent Directors of the Board.
NOMINATION & REMUNERATION COMMITTEE:
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
NUMBER OF BOARD MEETINGS:
The Board of Directors met 11 (Eleven) times during 2016-17, details and attendance of Directors provided in the Corporate Governance Report.
BOARD COMMITTEES: The Board of Directors has the following Committees:
1. Audit Committee | 2. Stakeholders Relationship Committee | 3. Nomination and Remuneration Committee |
POLICIES OF THE COMPANY:
Your Company has posted the following policy documents on its website www.tirupatiind.com
1. Whistle Blower Policy | 5) Policy on Materiality |
2) Code of Conduct for the Board Members & Senior Management of the Company. | 6) Preservation of Documents policy |
3. Familiarization Programme For Independent Directors | 7) Records and Archives Management Policy |
4) Code of Internal Procedures and Code of Conduct for prevention of Insider Trading. | 8) Anti-Sexual Harassment Policy |
RELATED PARTY TRANSACTIONS:
All related party transactions made during the financial year 2016-17 were on arms length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. The details of Related party transactions are provided in the accompanying financial statements. Since all related party transactions entered into by the Company were in ordinary course of business and were on an arms lengths basis, Form AOC – 2 is not applicable to Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of the loans, guarantees or investments given or made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted Anti Sexual Harassment Policy, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. The Company has not received any complaint of sexual harassment during the Financial Year 2016-17.
CORPORATE GOVERNANCE:
A detailed Report on Corporate Governance, pursuant to the requirements of SEBI Listing Regulations forms part of the Annual Report. A Certificate from the Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V (E) of SEBI Listing Regulations, also forms part of the Annual Report. The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is not applicable to your Company for the Financial Year ending March 31, 2017
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, detailed review of operations, performance and future outlook of the Company is covered under a separate Annexure to this report as Managements Discussion & Analysis.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, are annexed herewith as "Annexure-A".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
The Copmanys bankers had approached Honble High Court, Mumbai to pursue an application to wind up the Company. This order of liquidation has been kept in abeyance till the Company pays the amount to the Bankers on a timely basis. In case the Company commits any defalut in payment as per the agreed terms, the Bank may proceed to reactivate the proceedings to liquidate the Company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Chairman and Managing Director have one to one discussion with all directors to familiarize them with the Companys operations. Further the Company has put in place a system to familiarize the independent directors about the Company, its products, business and on-going events relating to the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company (www.tirupatiind.com).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo are given in the Annexure-B to this Report.
BUSINESS RISK MANAGEMENT:
During the year under review, the Company has identified and evaluates elements of business risk. Business risk, inter-alia, includes Fluctuations in Foreign Exchange, Raw Material Procurement Risk, Environmental & Safety Risk, Working Capital Risk, Market Risk and Business Operations Risk. The risk management framework defines the risk management approach of the Company and includes periodic review of such risk. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary mitigation actions.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company (www.tirupatiind.com).
SUBSIDIARY COMPANY:
As on 31st March, 2017, the Company does not have any Subsidiary Company. Also there are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.
COMMENTS ON AUDITORS REPORT:
In respect to the qualification made by the Auditor in the Auditors Report, the Management of the Company makes the following clarifications:
(i) The Companys Banker Citibank had initiated action against the Company for recovery of its dues, in the opinion of the Company, the method adopted by the Bank for recoveries is not as per prescribed legal norms and guidelines of RBI for Small and Medium Enterprises. To put an end to uncertainties, both parties had arrived at an amicable resolution by filing consent terms before the Honble High Court Mumbai. As per the consent terms, the Company was supposed to pay certain amounts to Bank by selling part or full of its properties to reduce its debt burden, which could not happen in the prescribed period. The Company is in the process of negotiating with potential buyers for the sale of its properties and expects a positive result in near future. The Company is holding discussions with the Bank to extend the period of payments for its dues.
(ii) Company had appointed debt collection agency for recovery of its foreign outstanding, recovery of which may take a long time. Management is in the process of renewing agreement of Debt Collection Agency and also taking appropriate action in the matter for debt recovery.
(iii) Company has adequate controls (internal and otherwise) and continues the process of review at regular intervals.
(iv) The Company had invested Rs. 209.25 lakhs in an Unlisted Company and out of this investment; the present investment at cost is Rs. 40.00 lakhs. It is pertinent to mention that the investment fetched a gross profit of Rs. 203.35 lakhs to the Company in past few years. Hence the Company has already benefited by gaining more than 100% gross return on its investment in the Unlisted Company.
PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an annexure and forms part of this Annual Report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report.
SAFETY, HEALTH AND ENVIRONMENT:
Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance relating to its activities, products and services. The Company is taking continuous steps and also developing Environment friendly processes for effective resource management with specific focus to energy, water and basic raw materials. Monitoring and periodic review of the designed SHE Management System is done on a continuous basis.
AUDITORS AND AUDITORS REPORT:
At the Annual General Meeting held on 30th September, 2016, M/s MAYRA & KHATRI, Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of 48th (Forty Eight) Annual General Meeting. In terms of the provisions of the Companies Act 2013, it is necessary to get the appointment ratified by the shareholders in every Annual General Meeting until the expiry of original appointment. In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Auditors Report is enclosed with the Financial Statements in this Annual Report.
SECRETARIAL AUDITOR:
The Board had appointed Mr. Ravindra V. Joshi, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL STANDARDS:
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS – 1) and Secretarial Standard on General Meetings (SS – 2) effective from July 1, 2015. Your Company complies with the same. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.
HUMAN RESOURCE
Your Company recognizes its Human Resources as one of its prime & critical resources. The relations between the Management and the staff members remained very cordial throughout the year under review.
GREEN INITIATIVE
Your Company has taken the initiative of going green and minimising the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.
ACKNOWLEDGEMENT: Your Directors place on record their appreciation to Companys esteemed clients, vendors, investors, business associates and bankers for their continuous support to the Company.
Your Directors also place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible.
Dated: 30th May, 2017 | By order of the Board of Directors |
42-45, Emerald Industrial Estate, | TIRUPATI INDUSTRIES (INDIA) LIMITED |
Dheku, Tal Khalapur | Sd/- |
Dist- Raigad, Maharashtra, India. | (Ramesh J. Sanghvi) |
Chairman |
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.