Tirupati Tyres Ltd Directors Report.

To,

The Members,

Tirupati Tyres Limited,

Your Directors are pleased to submit the 31stAnnual Report of the Company together with Standalone Audited Financial Statements along with Independent Auditors Report for the financial year ended 31st March, 2019.

FINANCIAL RESULTS

The summary of the Companys Standalone financial performance for the financial year 2018-19 as compared to the previous financial year 2017-18 is given below: (In Rs.)

Particulars Year ended Year ended
31/03/2019 31/03/2018
Revenue from Operations 998,682 4,40,42,000
Revenue from Other Income - -
Total Revenue 998,682 4,40,42,000
Profit before Depreciation and Interest (3,044,221) 198,674
Depreciation (233,750) (207,917)
Interest - (5,830)
Profit After Depreciation and Interest (3,277,971) (15,073)
Provision for Taxation - -
Provision for Tax (Deferred) - -
Profit/Loss after tax (3,277,971) (15,073)
Balance carried to Balance Sheet (3,277,971) (15,073)

 

*Note : Figures of the financial year 2018-19 are re-grouped orre-classified.

STATE OF COMPANY AFFAIRS

During the year, your Company has income of Rs. 998,682 /- including other income as compared to Rs. 44,042,000/- in the previous year. The Net Profit after tax was Rs. (3,277,971)/- against the Net Profit of Rs. (15,073)/- in the previous year.

DIVIDEND

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31st March, 2019.

AMOUNTS TO BE TRANSFERRED TO RESERVES

During the year the Company has not proposed to transfer any amount to the General Reserve of the Company.

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Since the Company has not accepted any deposits during the financial year 2018-2019, there has been no non-compliance with the requirements of the Act.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

During the year under review, there were no such companies which have become Subsidiaries/ Joint Venture/ Associate Companies.

UNPAID / UNCLAIMED AMOUNTS TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the company is not required to transfer any amount to Investor Education and Protection Fund.

SHARE CAPITAL

The Companys paid up Equity Share capital continues to stand at Rs. 3,44,35,000/- as on March 31, 2019. During the year, the company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

CREDIT RATING

The Company is not required to obtain any credit rating from any credit rating agencies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Companys Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.

As on March 31, 2019, the Company has 4 Directors consisting of 1 Non- Independent Directors (Managing Director), 3 Independent Directors.

During the year under review, the following changes occurred in the position of the Directors/KMPs of the Company.

Name of the Directors / KMPs Date of Event Details of Event
1 Ms. NagmaDilawar Mistry w.e.f. 26.05.2018 Resignation as WTD of the Company.
2 Mr. Naveen Pujari w.e.f. 30.08.2018 Resignation as Independent Director of the Company.
3 Mr. Vijay Madhukar Chavan w.e.f. 30.08.2018 Resignation as Independent Director of the Company.
4 Mr. Jitendra Yadav w.e.f. 30.08.2018 Resignation as WTD and CFO of the Company.
5 Mrs. Nikita Hardik Parekh w.e.f. 30.08.2018 Appointment as Managing Director and CFO of the Company.
6 *Ms. ApekshaManoj Jadhav w.e.f. 30.08.2018 Appointment as Additional Independent Director of the Company.
7 *Mr. Vinod Mokal w.e.f. 30.08.2018 Appointment as Additional Independent Director of the Company.
8 *Mr. Vishal Sonawane w.e.f. 30.08.2018 Appointment as Additional Independent Director of the Company.
9 Mr. AshokkumarKarn w.e.f. 26.05.2018 Appointment as WTD of the Company
10. Mr. AshokkumarKarn w.e.f. 06.09.2018 Resignation as WTD of the Company.
11. Ms. Kanika Kabra w.e.f. 01.01.2019 Appointment as Company Secretary of the Company

.*During the year, there was a change in designation of the following directors from Additional Independent Director to Independent Director of the Company for a period of 5(Five) years from the conclusion of the 30th Annual General Meeting of the Company:

1. Ms. ApekshaManoj Jadhav

2. Mr. Vinod Mokal

3. Mr. Vishal Sonawane

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure B to this Report. The web address where the policy is uploaded is www.tirupatityresltd.in

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitment affecting the financial position of the Company upto the date of approval of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory Auditors of the Company and cover all offices and key business areas. Further, it is in extensive search of the Internal Auditor whose main thrust is to test and review controls, appraisal of risks and business processes, beside benchmarking controls with best practices in the industry.

BOARD COMMITTEES

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders Relationship Committee 3. Nomination and Remuneration Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made there under, the Company is not required to constitute CSR Committee, neither the company is required to comply with any of the provisions of Section 135 of the Companies Act, 2013 and Rules made there under. Further refer Annexure - F

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:

in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures are made;

appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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;

proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

the annual accounts have been prepared on a going concern basis; and

Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

Statutory Auditors

The Company Auditors, M/s. S. K. Kumar & Co, Chartered Accountants, are resigning at the conclusion of the forthcoming Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. PMPK & Company, Chartered Accountants, Mumbai, with registration number 019681N be and are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. S. K. Kumar & Co., Chartered Accountants, Mumbai, to hold office of Statutory Auditor till the conclusion of the Thirty Sixth Annual General Meeting.

The Company has received a written consent to such appointment from M/s. PMPK & Company, Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act. In the term of Listing Regulation, 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.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Nitesh Chaudhary, Practicing Company Secretary, Mumbai (MEM NO. FCS-10010 & COP NO.16275) to undertake the Secretarial Audit of the Company for the financial year 2018-2019. The Report of the Secretarial Auditor is annexed herewith as Annexure C and forms an integral part of this Report.

Explanation or comments on qualifications, reservations or adverse remarks made by auditors and the practicing

Company secretary in their reports

The Statutory Auditors Report to the members on the Accounts of the Company for the financial year ended 31st March, 2019does not contain any qualifications, reservations or adverse remarks

Secretarial Auditors Report for financial year ended 31st March, 2019 contains the following qualifications, reservations or adverse remarks on which the management has given their explanations.

1. The Company has not disseminated to the exchange the newspaper publications made by the Company during the year as required under regulation 47(1) and (3) of SEBI (LODR) Regulation, 2015. Here, the Management would like to clarify that the company has made publications in the newspapers as required under the provisions of Regulation 47 of SEBI (LODR) Regulations, 2015. Further, newspaper publications are not mandatorily required to be disseminated on the website of the Stock Exchange as per the provisions of Regulation 47 of SEBI (LODR) Regulations, 2015. Hence, keeping in view the provisions of SEBI (LODR) Regulations, 2015, the company has not violated any of the provisions of the SEBI (LODR) Regulations, 2015, as mentioned by the Secretarial Auditors.

2. The Company has not complied with the requirement of appointment of Internal Auditor as per the section 138 of the Companies Act, 2013. The Company is in process of finding a suitable candidate / firm to be appointed as Internal

Auditor of the Company.

3. The Company has not complied with the requirement of appointment of Whole time Company Secretary as per the section 203 of the Companies Act, 2013. The Company has appointed a Whole Time Company Secretary as required the section 203 of the Companies Act, 2013.

4. The company has not filed MGT-15 for report on annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per Section 121 of the Companies Act, 2013. The Company was not aware of the provisions of the same and the company will from this year make sure to comply with the same.

5. The company has not file E-voting result & Scrutinizer report to Stock Exchange on the last annual general meeting. The

Company was not aware of the provisions of the same and the company will from this year make sure to comply with the same.

6. The company has not filed MGT-14 for approval of Boards report as per Section 117 of Companies Act, 2013. The

Company was not aware of the provisions of the same and the company will from this year make sure to comply with the same.

7. The company has not filled annual return forms within the time stipulated (Annual Filing has been done with additional fees to the ROC) as per requirements of the Companies Act, 2013. The Company has filedthe same with additional fees and the company will make sure to comply with the same this year within the prescribed time.

AUDIT COMMITTEE

The Company is in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof. Further, the Company has also complied with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Companys website and the same is considered for the purpose of identification and monitoring Related Party transactions.

During the year under review, the Company has not entered into any contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013. Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as "Annexure - G" and forms an integral part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, 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 the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014:

a) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum or more. Therefore, Rule 5(2)(i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 8,50,000/- per month. Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.

c) No employee is a relative of any Director or Key Managerial personnel of the Company.

Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.

BOARD EVALUATION

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-executive directors and executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the evaluation process for the performance of the Board, its Committees and individual Directors was carried out internally. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

FAMILIARIZATION OF INDEPENDENT DIRECTORS

The Company familiarizes its Directors including independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through on various programs.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

RISK MANAGEMENT SYSTEM

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

REPORT ON CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the growth of the company, operations, performance vis-a-vis industry growth and outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure-E to this Report and it also covers economic factors that impacted the growth of the business during the year under review.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Companys policies and strategy apart from other Board matters. During the financial year 2018-19, Eight Board meetings were held on May 26, 2018, May 30, 2018, August 14, 2018, August 30, 2018, September 6, 2018, November 14, 2018, February 13, 2019 and March 29, 2019.

The intervening gap between the two board meetings did not exceed 120 days.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure A. The web address where the extract of annual return is uploaded is www.tirupatityresltd.in

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

In the view of nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134 (3) (m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption and research and development are not applicable to the Company. Further refer Annexure – D for further details.

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company is listed on BSE Limited and Metropolitan Stock Exchange of India Limited. The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2018-2019.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2018-19, no cases under this mechanism were reported in the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.

During the Financial Year 2018-19, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

The Auditors have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013, other than those which are reportable to the Central Government.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, and accordingly such accounts are not made and maintained by the Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2018-19, no cases in the nature of sexual harassment were reported at our workplace of the Company. Further, the company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

GENERAL DISCLOSURE

Your Directors state no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.

3. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

4. Your Company does not have any subsidiaries. Hence neither the Managing Director nor any other Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operations in future.

CAUTION STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the Company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.

Mrs. Nikita Hardik Parekh

Chairman cum Managing Director

Place : Mumbai

Date :23/08/2019