TPI India Ltd Directors Report

Dear Shareholders,

On behalf of the Board of Directors, it is my pleasure to present the 41 st Annual Report ofTPI INDIA LIMITED together with the Audited Statement of Accounts for the year ended March 31, 2023.

Highlights of Financial Performance (Standalone)

The Company has recorded the following financial performance, for the year ended March 31, 2023:

		Amount in Lacs
Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
TotalIncome	2132.27	2289.97
Total Expenditure	2063.86	229526
Profit/ (loss) BeforeInterest, Depreciation & Tax (EBITDA)	68.41	(5.29)
Less : Finance Charges	81.96	65.78
Depreciation	23.13	25.64
Profit/ (Loss) before Exceptional Item and Tax	(36.67)	(96.71)
Add : Exceptional Item	1626.26	0.00
Profit/(Loss) beforeTax	1589.59	(96.70)
Provision for Tax	0.00	0.00
Profit/(Loss) afterTax	1589.59	(96.70)

Summary of Operations

During the year under review the total income of the company stood at Rs. 3758.53 Lac (Including 1626.26 as exceptional income arising from the settlement with its lenders SICOM Investment & Finance Limited (SIFL)) as compared to the previous year Rs. 2386.67. Apart from the One Time Settlement with (OTS) with SIFL your Company has availed the amnesty scheme of MVAT and Sales Tax declared by Government of Maharashtra and entire dues were settled for Rs. 75.28 Lac, the Company had capital gained of Rs. 1626.26 Lac as a result of which the Net-worth of the Company as on 31.03.2023 is Rs. (1931.09) Lacs as compared to previous year Rs. (3520.68) Lacs

State of Affairs

The Company is engaged in the business of Polymer Based Packaging. There has been no change in the business of the Company during the financial year ended 31st March, 2023.

Dividends

Considering the accumulated losses and the loss of the current year, along with requirement for ongoing business activity, the Board has not recommended any dividend.

Reserve

In view of the above operating losses during the year under review, the Board of Directors of your company does not propose to carry any amount to reserve

Management Discussion and Analysis Report

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report.

One-Time Settlement

During the Year under review, against the application made to SICOM Investment & Finance Limited (SIFL) and SICOM Limited with respect to settlement of its dues, SIFL has accepted the companys offerfor the OTS at INR 700lacs against all its dues. The interest rate of the loans were exorbitantly high due to which the company could not service the debt and was pushed into losses, but with this settlement, the company is confident to revive business and improve its margins Accordingly the company has raised funds from NBFC and has successfully completed the OTS with SIFL The written offamount is being shown as part of other income

Dematerialization of Shares

As on 31st March, 2023 Appx. 89.46 % of the total issued, subscribed and paid-up equity share capital of the company were in dematerialized form. As per the Loan agreement with SIFL the promoters had pledged its entire shareholding of 4,02,16,214 (93.70%) of its issued capital of 4,29,63,470 shares, hence the company was obligated to honour the pledge and hence couldnt comply with the SEBI Norms for Minimum Public Shareholding (MPS) During the year, the company has successfully completed its OTS with SIFL

Post the settlement, the pledge on the promoter shares by SIFL has been removed and the company has made application to BSE and SEBI for waiver of fines and removal of suspension on the trading of the shares Accordingly the company is awaiting response from BSE and SEBI, post which the company shall go for Offer for Sale (OFS) on receiving the requisite approvals, to dilute the promoter holdings and bring the same under the required norms

Share Capital

There is no change in the share capital of the Company during the year.

Directors and Key Managerial Personnel

Mr. Bharat Parekh, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The Nomination and Remuneration Committee recommended the appointment of Mr. Bharat Parekh liable to retire by rotation. Further at the Board Meeting held on 16th January, 2023, Mrs. Anjali S. Patil having DIN-02136528, on the recommendation of Nomination and Remuneration Committee was appointed as Additional Director under section 161 of the Companies Act, 2013 as Non-Executive & Non Independent Woman Director and in respect of whom the Company has received in writing from the member, pursuant to section 160 of the Companies Act, 2013 signifying his intention to propose the candidature of Mrs. Anjali S. Patil for the Office of Director liable to retire by rotation. On the recommendation of Nomination and Remuneration Committee, the Board proposed her appointment as Woman Director liable to retire by rotation. A separate meeting of Independent Director was held for the purpose of evolution of performance of non-independent directors, performance of board as a whole and of the chairman talking into account the views of the executive and non executive directors.

Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-

The company has received a declaration subject to Section 149 (7) of the Companies Act, 2013 from all the Independent Director confirming that they meet the criteria of Independent as provided in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (b) of the Listing Regulations.

Particulars of Employees

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report. Having regard to the provisions of Section 136(1) read with the its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided on request.

Board Meeting

During the year under review the Company held Six (6) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 30th May 2022, 11th August 2022, 5th September 2022, 14th November 2022, 16th January 2023 and 14th February 2023. The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1

Board Committee -Audit Committee

The Audit Committee is constituted pursuant to the provisions of of Section 177 of the Companies Act, 2013. Members of the Audit Committee possess financial / accounting expertise / exposure. Further, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors.

The Composition of Audit Committee as on 31.03.2023 are as under

Sr.No. Name of the Director	Position	Category
1 Mr. lshan Selarka	Chairman	Independent Director
2 Mr. Ravindra Shukla	Member	Independent Director
3 Mr. Bharat C. Parekh	Member	Whole Time Director

Four meetings of the Audit Committee were held during the financial year 2022-23 on 30th May 2022, 11th August 2022, 14th November 2022, and 14th February 2023. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration.

Board Committee -Nomination and Remuneration

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration Committee possess sound expertise/ knowledge/ exposure.

The Composition of Nomination and Remuneration Committee as on 31.03.2023 are as under:

Sr.No Name of the Director	Position	Category
1 Mr. lshan Selarka	Chairman	Independent Director
2 Mr. Ravindra Shukla	Member	Independent Director
3 Mr. Bharat C. Parekh	Member	Whole Time Director

Two meetings of the Nomination and Remuneration Committee were held during the financial year 2022-23 on 30th May, 2022 and 16th January, 2023

Board Committee -Stakeholders Relationship

The Stakeholders Relationship Committee is constituted pursuant to the provIsIons of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration Committee possess sound expertise/ knowledge/ exposure.

The Composition of Nomination and Remuneration Committee as on 31.03.2023 are as under:

Sr.No. Name of the Director	Position	Category
1 Mr. lshan Selarka	Chairman	Independent Director
2 Mr. Ravindra Shukla	Member	Independent Director
3 Mr. Bharat C. Parekh	Member	Whole Time Director

One meetings of the Stakeholders Relationship Committee were held during the financial year 2022-23 on 16th January, 2023.

Details of Subsidiaries, Joint Ventures or Associate Companies

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

Auditors

At the Annual General Meeting held on October 30, 2021, M/s Jain Jagawat Kamdar & Co, Chartered Accountants (FRN: 122530W), were appointed as statutory auditors of the Company to hold office till the conclusion of this Annual General Meeting. The board decided to re-appoint them for the next financial year and requested members to re-appoint them.

Auditors Reports

The Auditors Report on the financial statement for the year ended 31st March, 2023 as on the date of signing of their report are as under :

Details of Audit Qualification:

1. has taken interest free unsecured loans from the Directors and Other parties. The loan agreements & terms were not available for verification. In the absence of sufficient and appropriate audit evidence about the terms and condition of the loan taken, we are unable to comment on the same. Further, resolutions validating such transaction as required U/s 180 (1) (c) of Companies Act 2013 are not produced before us, till the date of signing this audit report.

Since the Company was declared as Sick Industrial Company under BIFR vide their order dated 28-04-2009 and even as on 31.03.2023 the Net-worth of the Company is Negative, However to continue the operations and in the interest of the employees and the shareholders of the company, the promoters have infused money as the need arised to keep the operations ongoing.

Since the settlement has been completed with SIFL, the directors are confident that they will be able to raise fresh money from bankers at a nominal rate of interest to fund the operations and will be able to repay the above mentioned loans accordingly 2. has send proposal to settle the long outstanding creditors of Rs 540.18 Lakhs as on 31st March 2023 with mutual agreement, however agreement pertaining to that is under process and balance confirmations evidencing their outstanding balances was also not available hence we are unable to comment on the balance stated as on 31st March 2023 in the financial statement in absence of Final Agreement.

3. has not deposited Rs 3.17 Lakhs "Unpaid Dividend" amount pertains to FY 1995-96, 1996-97 and 1997-98 to "Investor Education and Protection Fund".

The unpaid dividend of Rs. 3.17 Lac for the Financial year 1995-96, 1996-97 and 1997-98 has been kept in separate Bank Account as mentioned in the Note No. 24. The Company is in the process of due compliance for transfer of the above funds to Investor Education and Protection Fund 4. has provided the gratuity liability under "Provision for Gratuity" as per managements working which required to be evaluated by Registered Actuaries.

"Provision for Gratuity" as per Managements working have been evaluated by Registered Actuaries M/s ---Arka Actvaries vide their report dated 31st August, 2023 The short/ excess provisions will be adjusted in the current financial year.

5. has not maintained MSME creditors data for the year as required under MSME Act and therefore we are unable to comment on the payables pertaining to MSME creditors.

As on the date of signing of this Directors Report, the Company has maintained MSME creditors data and the amount payable to these creditors within the time prescribed under the MSME Act.

6. has yet to comply with Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") which mandates a listed entity to comply with the Minimum Public Shareholding("MPS") requirements specified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957 due to pledged with secured lenders and other listing compliances.

As per the Loan agreement with SIFL the promoters had pledged its entire shareholding of 4,02,16,214 (93.70%) of its issued capital of 4,29,63,470 shares, hence the company was obligated to honour the pledge and hence couldnt comply with the SEBI Norms for Minimum Public Shareholding (MPS) During the year, the company has successfully completed its OTS with SIFL

Post the settlement, the pledge on the promoter shares by SIFL has been removed and the company has made application to BSE and SEBI for waiver of fines and removal of suspension on the trading of the shares Accordingly the company is awaiting response from BSE and SEBI, post which the company shall go for Offer for Sale (OFS) on receiving the requisite approvals, to dilute the promoter holdings and bring the same under the required norms 7. has not appointed Internal Auditor as per section 138 of Companies Act, 2013 The Company has appointed M/s. Amruta Joshi & Co. Chartered Accountants as Internal Auditor for the financial year 2023-24 However, companys internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficientconduct of the business

Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys packing and its allied business for the FY 2022-23.

Secretarial Audit Report ln terms of Section 204 of the Act and Rules made there under, Ms. Namrata Vyas, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory and do not call for any further comments. However there are few adverse remarks in the report, management explanation is as under:-

1. The Company has not appointed Chief Financial Officeras well as Company Secretary as per section 203 of the Act during the full financial year under review.

The Company at the Board Meeting held on 16th January, 2023 appointed Mr. Prathmesh S. Sonsurkar, Member of Institute of Company Secretaries of India as Company Secretary and Compliance Officer and also appointed Mr. Mahesh Khapare as Chief Financial Officer

2. The Company has not appointed Internal Auditor as per section 138 of the Act.

Though the Company has not appointed Internal Auditor during the financial year under review, but as appointed M/s. Amruta Joshi & Co. Chartered Accountants as Internal Auditor for the financial year 2023-24.

The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensure orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compIiance Further, companys internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficientconduct of the business.

3. The Company has not filed its Annual Return as per section 92 of the Act.

The Company has filed its Annual Return as per section 92 of the Act and nothing is pending as on the date of signing of this Directors Report

4. The Company has not filed Managing Director appointment form DIR-12.

Mr. Bharat C. Parekh (DIN-02650644) is whole time Director and accordingly the provisions of section 203 is duly complied with. However the Company is in the process of changing the designation of Mr. Bharat C. Parekh from Whole Time Director to Managing Director 5. The Company promoter holding is yet to dematerialize their shares in demat form, almost majority of promoter shareholding is still in physical mode.

The Promoters holding is dematerialize upto 92.75%, the balance promoters holding of 7.25% will be dematerialize.

As per the Loan agreement with SIFL the promoters had pledged its entire shareholding of 4,02,16,214 (93.70%) of its issued capital of 4,29,63,470 shares, hence the company was obligated to honour the pledge and hence couldnt comply with the SEBI Norms for Minimum Public Shareholding (MPS) and accordingly the Demat clause of SEBI

During the year, the company has successfully completed its OTS with SIFL

Post the settlement, the pledge on the promoter shares by SIFL has been removed and the company has made application to BSE and SEBI for waiver of fines and removal of suspension on the trading of the shares Accordingly the company is awaiting response from BSE and SEBI, post which the company shall get the promoter shareholding dematted

6. The Company has not filed MGT-14 for adoption of Directors report. The Company will do the same.

7. The annual disclosure under regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 has not been filed with the stock exchange.

The annual disclosure under regulation 30(1) and 30(2) of SEBl(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as on 31.03.2023 has been filed. For the previous financial year ended, the Company has filed the above disclosure as on the date of signing of this Directors Report. However there is no change in the promoters holding for the previous years.

8. The trading in Company shares is suspended at stock exchange due to non-filing and / or delay in compliance of Regulation 31, 33, SSA, 40(9), 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also for non-payment of Annual Listing fees The Company has already placed its application to BSE for waiver of fines and removal of suspension on trading.

Risk Management policy

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enlarging shareholders value and providing an optimum risk reward trade off.The risk management approach is based on a clear understanding of the risks that the organization faces, disciplined risk monitoring and laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures.

Internal Financial Control

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

In pursuance to the provisions of section 177(9) and (10) of the Companies Act, 2013, Vigil Mechanism to Directors and Employees to report genuine concerns has been established. The Purpose of the Whistleblower Policy is to allow employees to raise concern about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and / or discrimination, as a result of such reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.tpiindia.in

Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments give/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

Related Party Transactions

All related party transactions that were entered into during the financial year ended 31st March, 2023 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. The Company has not entered into any related party transaction during the year under review, except payment of sitting fees to Independent Director and Key Managerial Personnel as mentioned below:

Key Management personnel & Relative & controlling firm [Net]	ASON 31.03.2023	ASON 31.03.2022
Guarantee Commission to Mr. B. C. Parekh	300	300
Remuneration paid to Mr. B. C. Parekh	780	390
Sitting Fee to Director lshan Selarka	45	15
Sitting Fee to Director Ravindra Shukla	70	20
Salary-prathamesh R Sonsurkar	75	-
Mahesh Barku Khapre	506	506
Bharat P Parekh (Net Loan Taken)	5454	(96)

PUBLIC DEPOSIT

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Conservation of Energy and Technology Absorption

The information pertaining to conservation of energy and technology absorption, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report.

Foreign Exchange Earnings andOutgo

The company had neither consumed nor earned any foreign exchange during the year ended 31st March, 2023. Deposits: The Company has not accepted any deposits during the year under review

Corporate Governance

During the year under review, the Paid Up Capital and Net Worth of the Company were less than 10 crores and 25 crores respectively as on 31st March, 2023, therefore Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21, 22, 23 24, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company. Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.

CEO / CFO Certification:

As required by Regulation 17(8) of SEBl(Listing Obligations and Disclosure Requirements) Regulations, 2015, The CEO/ CFO certificate for the financial year 2022-23 has been submitted to the Board and the copy thereof is contained in the Annual Report.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report

Significant and MaterialOrders Passed by Regulators, Courts and Tribunals

There is no significant and material order passed by Court and Tribunal. However, the following fines has been imposed during year under review by the respective Regulators.

Sr.No. Name of the Regulator	Nature of fines
1 Registrar of Companies, Mumbai **	Non-compliance of section 149(1)
2 BSE Ltd	Non-Compliance of Regulation under SEBl(LODR) Regulations, 2015
3 BSE Ltd	Non-payment of Listing fees

** Show Cause Notice reference - ROC/MUM/Adj/2023 /Section 149(1) / 1601 dated 28thMarch, 2023

Corporate Social Responsibility (CSR)

The provisions of section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility are not applicable to the Company.

Safe & Conducive Workplace

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General

Your Directors state that 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 shares (including sweat equity shares) to employees of the Company under any scheme.

2. The Company has no subsidiary and neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. They 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 and of the loss of the Company for the year ended on that date.

3. The have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The have prepared the annual accounts on a going concern basis.

5. The have laid down internal finance control to be followed by the Company and such internal finance control are adequate and operating effectively;

6. The have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Acknowledgement

The board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to Place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers, Managers, Financial institutions and all stakeholders.

	For and on behalf of the Board
Date: 11th August, 2023
Place: Mumbai
	Bharat Parekh
	Managing Director
	DIN: 02650644