tirupati inks ltd Directors report

To

The Members,

Your directors are pleased to present the 33 Annual Report of the company together with the audited financial statements of the company for the financial year ended March 31, 2017.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year under review along with previous year figures is summarized below:

	Amount
Particulars	(Rs. in Lakhs)
	2016-17	2015-16
Revenue from Operations and other income	363.57	9636.23
Less: Total Expenses	2061.38	12875.80
Profit/(Loss) before Exceptional Items and
	(1697.81)	(3239.57)
Tax
Less: Exceptional Items	13122.17	3858.71
Profit/(Loss) before Tax	(14819.98)	(7098.28)
Less: Tax Expenses:
Current	-	-
Deferred	-	-
Taxes for earlier years	-	-
Profit / (Loss) after Tax	(14819.98)	(7098.28)
Profit & Loss Account (Opening Balance)	(8362.39)	(1264.11)
Less:
- Profit/ (Loss) transferred to Special Reserves	-	-
Surplus/(Deficit) in Statement of Profit & Loss	(23182.37)	(8362.39)
Earnings per equity share	(59.04)	(28.28)

2. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of section 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-A attached to this Report.

3. REVIEW OF COMPANYS PERFORMANCE, STATE OF AFFAIRS OF THE COMPANY AND MATERIAL EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

During the year under review total income of the Company was Rs. 363.57 Lac as against Rs. 9636.23 Lac in the previous year. The Company has suffered a loss for Rs.14819.98 Lac against a loss of Rs. 7098.28 Lac in the previous year.

The Company was registered with Board for Industrial and Financial Reconstruction (BIFR), New Delhi vide its letter dated 02.05.2016 as case no 69/2016. After repeal of SICA, 1985 and abolition of BIFR, the rehabilitation of the Company / insolvency resolution will have to be undertaken under the new dispensation of The Insolvency and Bankruptcy Code, 2016.

The Greater Noida Manufacturing facility of the Company has been under a Lock Out since 03.05.2016, consequent to some labour unrest and financial stress. The matter is under the jurisdiction of Assistant Labour Commissioner, Noida and the Company is in the process of getting the labour issues resolved with the appropriate legal advice. The Company has not provided for any liability of wages or compensation which may arise after eventual settlement / adjudication.

Punjab National Bank has issued a notice dtd. 04.10.2016 u/s 13 (2) of SARFAESI Act, 2002 for recovery of Rs. 41,82,09,149/- against their dues upto 04.10.2016. The Bank has also issued a possession notice dtd. 07.01.2017 while taking the possession of the Greater Noida unit situated at D 109 - 112, Industrial Area GNEPIP, Site - V, Kasna, Greater Noida owned by Tirupati Inks Limited, issued a possession notice dtd. 07.01.2017 for taking the possession of the Duplex House No. 143, Swarnim Vihar, Sector - 82, Noida owned by Mr. Sanjiv Agrawal, promoter director of the Company and also issued a possession notice dtd. 23.02.2017 while taking the possession of the Industrial Plot No. A - 1/33, Co - operative Industrial Estate, Dada Nagar, Kanpur owned by Tirupati Inks Limited.

Punjab National Bank has also issued a possession notice dtd. 23.02.2017 while taking the possession of the Industrial Plot No. A - 1/29, Co - operative Industrial Estate, Dada Nagar, Kanpur owned by Ramdeo Polysters Private Limited (Corporate Guarantor) and has also issued a possession notice dtd. 28.02.2017 while taking the possession of the Jammu unit situated at Plot No. 267, Lane No. 4, Phase - II, SIDCO Industrial Complex, Bari Brahmana, Jammu owned by Tirupati Inks Limited.

ICICI Bank Limited has filed a civil suit in DRT, Delhi on 22.11.2016 against their recovery of Rs. 28,09,00,685/-.

IDBI Bank Limited has issued a notice dtd. 08.12.2016 u/s 13 (2) of SARFAESI Act, 2002 for recovery of Rs. 34,38,26,277/- against their dues upto 01.12.2016.

Bajaj Finance Ltd has issued an arbitration notice u/s 12 dtd. 25.06.2016 for recovery of Rs. 23,55,285/- against their dues upto 07.06.2016. In arbitration case of Bajaj Finance Limited, an award has been passed by the arbitrator on 26.09.2016 against the Company for payment of Rs. 23,64,688/-. The Company has filed an appeal against the award in Greater Noida Court on 11.01.2017.

Arkema France, France has issued a statutory notice of demand dtd. 26.08.2016 u/s 433 and 434 of the Companies Act, 1956 for recovery of USD 34,340 against their dues.

Everest Manpower Solutions Private Limited, New Delhi has filed a civil suit for recovery of their dues of Rs. 1,54,465/-. Summon Order dtd. 03.01.2017 issued by Court No. 49, Karkardooma Courts, Delhi for settlement of issues.

Paras Polymers Private Limited, New Delhi has filed a civil suit for recovery of their dues of Rs. 7,86,108/-. Summon Order dtd. 25.01.2017 issued by ADJ - 02 Patiala House Courts, Delhi for settlement of issues.

Sanjay Chemicals India Private Limited, Mumbai has filed a civil suit in Mumbai for recovery of their dues of Rs. 6,47,106/-.

The Company has filed a case against R T Packaging Limited, Rewari, Haryana u/s 138 of Negotiable Instrument Act for recovery of Rs. 20,00,000/-.

4. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors met 13 (Thirteen) times on 15.04.2016, 21.04.2016, 30.04.2016, 30.05.2016, 15.07.2016, 30.07.2016, 12.08.2016, 24.08.2016, 10.10.2016, 17.10.2016, 12.11.2016, 14.01.2017 and 14.02.2017 during the year under review as detailed in Point 3 of Corporate Governance Report annexed to this report.

5. DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

Your directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2017 and profit and loss of the company for the year ended March 31, 2017.

(iii) 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.

(iv) Directors had tried to strengthen the internal financial controls to be followed by the Company but in the absence of adequate and competent staff such internal financial controls were had gradually weakened during the year.

(v) The annual accounts have been prepared on the presumption of going concern basis.

(vi) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws but due to reason such as lock-out, insufficient funds, lack of manpower etc. in the Company as explained aforesaid in this report, such systems were weakened.

6. AUDITORS & AUDIT REPORTS

The Board recommends the name of M/s Nemani Garg Agarwal & Co. [FRN: 010192N] Chartered Accountants for appointment as Statutory Auditors of the company for a term of five years from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2022 in place of M/s Shashi Dinesh & Co retire at the ensuing Annual General Meeting pursuant to the provisions of section 139(2) read with Companies (Audit & Auditors) Rules, 2014. The Company has obtained a certificate from them to the effect that, their re-appointment, if made would be in conformity with section 139 and 141 of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014.

There are qualifications, observation or disclaimer in the Audit Report provided by the Statutory Auditors. The management call for further comment as required under section 134(3)(f) of the Companies Act, 2013. The Auditors Qualification alongwith Management Comments thereon form part of this report marked as Annexure B.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mrs. Geeta Roy Chowdhury, Practicing Company Secretary, was appointed to carry out Secretarial Audit of the company. The Secretarial Audit Report forms part of this report marked as Annexure-C. The Comments of management pursuant to qualifications in the secretarial Audit report is annexed with the report.

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

Pursuant to Section 134(3)(g) of the Companies Act, 2013,the Company had not made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The disclosure related to Related Party Transactions in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 has been provided . Further, there was no related party transaction during the year under review as prescribed under the provisions of Section 188 and other relevant rules and provisions of the Companies Act, 2013.

9. DIVIDEND

In view of loss suffered by the Company no dividend has been recommended by the Board for the year ended March 31, 2017.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company as on 31 March, 2017 and the date of this report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are form part of this report marked as Annexure D.

12. RISK MANAGEMENT POLICY

The Board had framed a Risk Management Policy for the Company in order to detect, mitigate and prevent risk both internal and peripheral arising to the Company. But presently, because of its depleting net worth and mounting losses due to lock out in the manufacturing facilities, the company is unable to pay off salary to employees. Consequently, almost all the employees have left the organization and none are willing to join. In the absence of adequate staff the Board is unable to make regular assessment and monitoring of the same policy from time to time in order to be at par with changing situations, scenarios and circumstances of the market.

Earlier, the Internal Audit Department used to facilitate the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. But now, consequent to the scarcity of competent staff the company is unable to follow this policy in true letter and spirit.

13. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company is running under loss since past 3 consecutive years, therefore, it does not fall under the criteria of making contributions towards various activities of Corporate Social Responsibility as envisaged under Section 135 of Companies Act, 2013.

14. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the business of the company during the year.

15. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There have been changes in the Board of Directors during the year under review.

Mrs. Rekha Verma (DIN: 07550927) appointed as an additional director on the Board of Company w.e.f. 10.10.2016, not liable to retire by rotation in the ensuing Annual General Meeting. The Board has received the declaration as required under Section 164(2) of the Companies Act, 2013 affirming that she is not disqualified for being appointed as director of the company. The Board hereby recommends the said appointment for your approval. As required pursuant to the provisions of Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 a brief resume of Mrs. Rekha Verma, nature of her expertise, other details etc. forms part of the Corporate Governance Report annexed herewith.

Mr. Ramesh Chandra Verma (DIN : 07824570) has been appointed as an Independent director on the Board of the Company w.e.f. 05.06.2017.

Mr. Ram Shankar Agrawal (DIN: 02238676), Mrs. Deepa Verma (DIN: 02595916) & Mr. Satish Singhal (DIN: 01631674) resigned from the board of Directors on 30.04.2016, 17.10.2016 and 08.06.2017 respectively.

The company has received declaration from all the Independent Directors that they meet the criteria of Independence as envisaged under the provisions of Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

16. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

The company had devised a policy for performance evaluation of the individual directors, board and its committees, which included criteria for performance evaluation. The Board has done the evaluation as per the criteria prescribed in the policy.

17. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnels and Senior Management Employees and their remuneration. The committee has formulated the criteria for determining qualifications, positive attributes and independence of a director. The policy on the above is attached marked as Annexure-E.

18. CORPORATE GOVERNANCE

The company is trying to comply with corporate governance standards as envisaged under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A certificate from Secretarial Auditor of the Company Mrs. Geeta Roy Chowdhury, Practicing Company Secretary conforming partial compliance to the conditions of Corporate Governance as stipulated under para E of Schedule V of SEBI (Listing

Obligations & Disclosure Requirements) Regulations, 2015 is enclosed to this report and marked as Annexure-F.

19. VIGIL MECHANISM

The Company, in order to provide mechanism to disclose any unethical and improper practices or any other alleged wrongful conduct or matter of concern in area of accounts, finance, management, operations, employment or any other misconduct in the Company had laid down a Vigil Mechanism also known as Whistle Blower Policy to deal with the instance of fraud and mismanagement, if any.

20. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

The Company neither has any Subsidiary or Associate Company nor it has entered into any Joint Venture during the year under review. Thus the particulars of Subsidiary/ Associate/ Joint Venture of the company as required pursuant to the provisions of section 129(3) of the Companies Act, 2013 are not required to be provided in this regard for the year under review.

21. DEPOSITS

The company has not accepted any deposit from public during the year under review as envisaged under the provisions of Section 73 of the Companies Act, 2013.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

There had been no significant or material orders passed by the Regulators/ Courts which would impact the going concern status of the Company.

23. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT RULE 8 OF COMPANY (ACCOUNTS) RULES, 2014}

The Company had formulated an adequate Internal Financial Control System commensurate with the operations of the company including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and to monitor and ensure compliance with applicable laws, rules and regulations. But presently, because of its depleting net worth and mounting losses, the company is unable to pay off salary to employees. Consequently, almost all the employees have left the organization and none are willing to join. Therefore, in the absence of competent staff internal financial control system has gradually weakened.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations), 2015, forms part of the Annual Report marked as Annexure-G.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures to be provided pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided herewith marked as Annexure-H.

26. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT, 2015)

The Company has adopted best practices for fraud prevention and it follows confidential, anonymous reporting about fraud as defined under section 447 of the Companies Act, 2013 or abuse to the appropriate responsible officials of the Company. No fraud on or by the company has been reported by the Statutory Auditors.

27. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY, ESOS, ETC

The company has passed no scheme for issue of equity shares based upon Employee Stock Option. Hence, the disclosures as required pursuant to Rule 12(9) of Companies (Share Capital & Debentures) Rules, 2014 is not applicable to the company for the year under review.

28. DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and had adopted a policy on prevention, prohibition & redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition And Redressal) ACT, 2013 and the rules there under.

29. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard efforts, dedication and commitment. The Directors also express its gratitude to various Government/Regulatory authorities, shareholders, customers, vendors, bankers and all other business associates for their continued support extended to the Company during the financial year ended March 31, 2017 and look forward for the same in the years to come.