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Shree Tirupati Balajee FIBC Ltd.

BSE: 535013 Sector: Industrials
NSE: TIRUPATI ISIN Code: INE238Y01018
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Shree Tirupati Balajee FIBC Ltd. (TIRUPATI) - Director Report

Company director report

To

The Member’s

SHREE TIRUPATI BALAJEE FIBC LIMITED

Your Directors take pleasure in presenting the 12th Annual Report togetherwith the Standalone and Consolidated audited financial statements for the year ended 31stMarch 2021.

SUMMARISED PROFIT AND LOSS ACCOUNT (Rs. in Lakhs)

Standalone

Consolidated

Particulars

Year ended on

Year ended on

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from Operations (Net) 11712.24 11108.04 11712.24 11108.04
Other Income 9.03 14.21 9.02 14.21
Total Income 11721.27 11122.25 11721.27 11122.25
Total Expenses 11074.58 10690.57 11074.60 10690.83
Profit Before Exceptional and Extraordinary Items and Tax 646.69 431.68 646.67 431.42
Prior Period Adjustments 1.39 0.49 1.38 0.49
Profit Before tax 645.30 431.19 645.28 430.93
Less:- Current tax 111.50 75.93 111.50 75.93
Deferred Tax 4.16 4.44 4.16 4.44
(MAT Credit Entitlement) (0.95) (7.13) (0.95) (7.13)
Tax expense of prior years 53.51 - 53.51 -
Profit After Tax (PAT) 477.08 357.95 477.06 357.69
Earnings per share (Basic & Diluted) 4.71 3.53 4.71 3.53

COVID - 19

FY 2020-21 was a seminal year as the pandemic shook the world’s confidence inpredictability and business visibility. The outbreak of Covid- 19 pandemic from December2019 extended to a full-fledged global impact within a quarter. The need for protectionbecame predominant as the global economy encountered one of its biggest challenges duringthe spread of deadly second wave of COVID-19. Government is keen to revive the economywithout going for a country wide lockdown. We however saw district-wise lockdowns effectedby the state governments while reviewing the local situation.We at our end are taking allprecautions to maintain the protocol guidelines laid down by the Government of India tokeep our employees safe.

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THEAGM:

Your Company is providing E-voting facility including remote e-voting and e-voting atAGM under section 108 of the Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Amendment Rules 2015. The details regarding E-Votingfacility including remote e-voting and e-voting at AGM is being given with the notice ofthe Meeting.

Further in view of the massive outbreak of the COVID-19 pandemic social distancing isa norm to be followed and pursuant to the Circular No. 14/2020 dated 08thApril2020 Circular No.17/2020 dated 13thApril 2020 issued by the Ministry ofCorporate Affairs (MCA) followed by Circular No. 20/2020 dated 05thMay 2020and CircularNo. 02/2021 dated 13thJanuary 2021 physical attendance of the Members to the AGM venueis not required and Annual General Meeting (AGM) is to be held through Video Conferencing(VC) or Other Audio Visual Means (OAVM). Hence Members are requested to attend andparticipate in the ensuing AGM through VC/OAVM only.

STATE OF THE COMPANY’S AFFAIRS & REVIEW OF OPERATIONS:

The Company is carrying business of manufacturer producers processors importersexporters buyers and sellers of FIBC Bulk Bags Poly Tarpaulin Woven Sacks/Bags BoxBags PP/HDPE Fabric Liner and Flexible Packaging etc. from its Plants located atPithampur District Dhar (MP).

Despite all the factors the Country has faced due to outbreak of First wave and Secondwave of Covid-19 pandemic your Company saw an improved performance in 2020-21.Itdidn’t affect the Company’s production ability since the movement and productionwas not restricted by the Central Government during the lockdown.

Update on Modified Annual Capacity of Manufacturing of FIBC Bags & Fabric andBackward Integration of Manufacturing of Fabric at its existing Industrial unit:

Your Company has initiated modification of the existing project of the unit by backwardintegration of manufacturing activities i.e. manufacturing of FIBCs/Jumbo Bags fromgranules in addition to the current manufacturing process (manufacturing of FIBCs/JumboBags from fabric) including enhancement in production capacity of8000 MT for FIBCs/JumboBags and 4000 MT for manufacturing of Fabric.

The above mentioned projects are running at full scale and if there is no disruptionsor hurdle due to any natural or unnatural events then it is estimated to be completed onApril 2022.

ACHIEVEMENTS:

Receipt of BRC Certificate (Grade A) from BSI Group ANZ Pty Ltd. for Company’ssituated at Pithampur

Company’s situated at Plot No. A.P.-14 (Apparel Park) SEZ Phase-II IndustrialArea Pithampur MP 454774 has achieved "Grade A" Certificate from BSI Group ANZPty Ltd. Accreditation by ANSI for meeting the requirements as set out in the BRC GlobalStandard for Packaging Materials Issue 06 August 2019 for separate clean room facilitiessituated at Unit for manufacturing of packaging material to be used for food and non foodapplication. The BRC Certificate was issued on 07th December 2020 and is validupto 26th December 2021.

CREDIT RATING:

ICRA vide its letter dated 05th January 2021 have affirmed the followingratings to the bank loan facilities of Rs. 39.65 Crores (enhanced from Rs. 36.00 crore)availed by the Company:

Total Bank Loan Facilities Rated Rs. 39.65 Crore Rating
Long-term-Fund-based Rs. 35.27 Crore [ICRA]BBB
Short-Term (Unallocated Limits) Rs. 4.38 Crore [ICRA]BBB / A3+

DIVIDEND:

Board of Directors have not recommended any dividend for the financial year ended 31stMarch 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of the knowledge and belief and according to the information andexplanations obtained by them your Directors confirm the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. That in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That in such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently. Judgments and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2021.

c. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and suchinternal financial controls were adequate and were operating effectively.

f. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

SHARE CAPITAL:

During the year under review there is no change in the Authorised Issued Subscribedand Paid-up equity share capital of the Company. The Authorised Share Capital of theCompany as on 31st March 2021 was Rs. 110000000/- (Rupees Eleven Croreonly) divided into 11000000 (One Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupees Tenonly) each and Paid up Share Capital of the Company as on 31st March 2021 wasRs. 101300400/- (Rupees Ten Crore Thirteen Lakh and Four Hundred only) divided into10130040 (One Crore One Lakh Thirty Thousand and Forty) Equity Shares of Rs. 10/-(Rupees Ten only) each. During the year under review the Company has not issued equityshares or shares with differential voting rights or granted stock options or sweat equityshares.

TRANSFER TO RESERVES:

No amount has been transferred to the general reserves for the financial year ended 31stMarch 2021.

DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2021.Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Your Company has not made any Loan or given any Guarantee or provided security inconnection with any loan under Section 186 of the Companies Act 2013. However thedetails of Investments are given under note to the Financial Statements.

CSR INITIATIVES:

In terms of Section 135 and Schedule VII ofthe Companies Act 2013 read with theCompanies (Corporate Social Responsibility) Rules 2014 the Board of Directors of yourCompany has constituted a CSR Committee. CSR Committee of the Board has formed a CSRPolicy and the same has been uploaded on the Company’s Website:

http://www.tirupatibalaiee.com/media/1211/corporate-social-responsibilitv.pdf

Annual report on CSR activities as required under rule 8(1) of the Companies (CorporateSocial Responsibility) Rules 2014 is annexed with this report as "Annexure A".

OCCUPATIONAL HEALTH & SAFETY (OH&S):

This initiative involved positive engagement of personnel on the plant at every level.With regard to contractor safety two key areas of focus were identified namely FacilityManagement for the contractors’ employees and Equipment Tools & MaterialManagement. The Facility Management initiative was implemented to ensure adequate welfarefacilities for contract labor such as washrooms with bathing facilities rest roomsavailability of drinking water etc. The Equipment Tools & Material Management Programensured that the tools used by contractors were safe. The process of screening ofcontractors was made more stringent to ensure that the contractors were aligned with theCompany’s objectives to ensure ‘Zero Harm’.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place a Policy for prevention of Sexual Harassment at the workplacein line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to redress the Complaint received regarding sexual harassment. There was no case ofsexual harassment reported during the year under review.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY:

The company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor andnon-business risks. The Audit Committee and the Board periodically review the risks andsuggest steps to be taken to manage/ mitigate the same through a properly definedframework. During the year a risk analysis and assessment was conducted and no majorrisks were noticed which may threaten the existence ofthe company. The detailed RiskManagement Policy has been uploaded on Company’s Website:http://www.tirupatibalaiee.com/media/1007/risk-management-policy.pdf

Implementation of the Scheme

The functional managers at all locations will be responsible for identifying andassessing the risks within their areas of responsibilities and actions agreed beforehandto resolve such risks. They will report for any new risk or changes in the existing riskto the Managing Director. The Board and the senior executives ofthe Company will overseethe implementation of the policy and review the same periodically; the Board will beupdated on key risks faced by the Company and the mitigating actions taken to resolvethem.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined. The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the Internal Control System and suggests improvements to strengthen thesame. To maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee of the Board. Based on the report of internal auditfunction Company undertakes corrective action in their respective areas and therebystrengthens the controls. Recommendations along with corrective actions thereon arepresented to the Audit Committee ofthe Board and accordingly implementation has beencarried out by the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to dealwith instance of fraud and mismanagement if any. No person has been denied access to thechairman of the audit committee.The details of the Vigil Mechanism Policy are posted onthe website of the Company.

http://www.tirupatibalaiee.com/media/1184/vigil-mechanismwhistle-blower-policy.pdf

SUBSIDIARY. ASSOCIATE AND JOINT VENTURE AND AUDITED FINANCIAL STATEMENTS OF THECOMPANY:

The Company has only one wholly-owned subsidiary viz. STB International PrivateLimited. There was no change in the nature of the business of the subsidiary.The Companydoes not have any associate or joint venture during the year 2020-21 as well as none ofthe Companies which have become or ceased to be its associate or j oint venture duringfinancial year.

A statement containing the salient features of the financial statements of subsidiarycompany as prescribed under thefirst proviso to sub-section (3) of Section 129 of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 is attachedwith financial statements in Form AOC-1 as "Annexure B". The particulars ofperformance of financial position of the aforesaid subsidiary are provided as part of theconsolidated financial statements.

BOARD OF DIRECTORS. THEIR MEETINGS & KEY MANAGERIAL PERSONNEL (KMPs):

1) Composition of Board of Directors as on 31.03.2021

The Board of directors was comprising of total 7 (Seven) Directors which includes 3(Three) Independent directors as on 31.03.2021. The Board members are highly qualifiedwith the varied experience in the relevant field of the business activities of theCompany which plays significant roles for the business policy and decision making processand provide guidance to the executive management to discharge their functions effectively.

2) Board Independence

Our definition of ‘Independence’ of Directors is derived from Regulation 16of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. TheCompany is having following Independent Directors;

1. Shri Mahendra Kumar Bhagat (DIN: 01400781)

2. Shri Hatim Badshah (DIN: 05118272)

3. Ms. Priyanka Sengar (DIN: 08943198)

As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years who shall be eligible for re-appointment by passingof a special resolution by the Company and shall not be liable to retire by rotation.

3) Declaration by the Independent Directors

The Independent Directors have given declaration of Independence in the first boardmeeting stating that they meet the criteria of independence as mentioned under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Further that the Board is of the opinionthat all the independent directors fulfill the criteria as laid down under the CompaniesAct 2013 during the year 2020-21 as well as the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Independent Directors have complied with the Code for Independent Directors asprescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b)of the SEBI (LODR) Regulations 2015 as amended from time to time; the directors are notaware of any circumstance or situation which exits or may be reasonable anticipated thatcould impair or impact his ability to discharge his duties with an objective independentJudgment and without any external influence and that he/she is independent of themanagement.

4) Directors seeking re-appointment at the ensuing Annual General Meeting

In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Shri Ranjan Kumar Mohapatra (DIN: 02267845)Managing Director of the Company is liable to retire by rotation and being eligible offershimself for re-appointment.

5) Changes in Directors and Key Managerial Personnel

Ms. Priyanka Sengar (DIN: 08943198) has been appointed as Non-Executive IndependentDirector of the Company w.e.f. 10th November 2020. Apart from that there was no changein the composition of Directors and Key Managerial Personnel during the Financial Year2020-21.

After the closure of financial year 31st March 2021 Smt Sunita Agrawal(DIN: 00322594) has resigned from the post of NonExecutive Director ofthe Company w.e.f.28th June 2021.

6) Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company’s businesspolicy and strategy apart from other Board business. The notice of Board meeting is givenwell in advance to all the Directors. The Agenda of the Board meeting is circulated to allthe Directors as per the provisions of Companies Act 2013 and rules made thereunder. TheAgenda for the Board meetings includes detailed notes on the items to be discussed at themeeting to enable the Directors to take an informed decision.

The Board meets 04 (Four) times in the Financial Year 2020-21 viz. on 30thJuly 2020; 31st August 2020;10th November 2020; 05th March 2021.The time gap between the two meetings was within the maximum permissible/extended time gapas stipulated under Section 173(1) of the Companies Act 2013.

7) Separate Meeting of Independent Directors

As stipulated by the Code of Conduct for Independent Directors under the Companies Act2013 a separate meeting of the Independent Directors ofthe Company was held on 05thMarch 2021 to review the performance ofNon-Independent Directors and the entire Board.The Independent Directors also reviewed the quality content and timeliness of the flow ofinformation between the Management and the Board and its’ Committees which isnecessary to effectively and reasonably perform and discharge their duties.

8) Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholders and other stakeholders interest

The evaluation involves self-evaluation by the Board Members and subsequentlyassessment by the Board of Directors.A member of the Board will not participate in thediscussion of his/her evaluation.

COMMITTEES OF THE BOARD:

The Company has following Four Committees as follows:

1) Audit Committee

The Company has constituted Audit Committee as per section 177 of the Companies Act2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015; the terms of reference of Audit Committee are broadly in accordancewith the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Companies Act 2013. The Audit Committee comprises of the following Members as on31st March 2021.

Name of Director Nature of Directorship Designation in the Committee
Shri Hatim Badshah Non-Executive & Independent Director Chairman
Shri Mahendra Kumar Bhagat Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

2) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance withthe section 178 of the Companies Act 2013 and Regulation 19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015; The Nomination andRemuneration Committee comprises of the following Members as on 31st March2021.

Name of Director Nature of Directorship Designation in the Committee
Shri Hatim Badshah Non-Executive & Independent Director Chairman
Shri Mahendra Kumar Bhagat Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under section 178(3) is uploaded on company’s website.http://www.tirupatibalaiee.com/media/1009/nomination-and-remuneration-policy.pdf

3) Stakeholders’ Relationship Committee

The Company has constituted a Stakeholders’ Relationship Committee in accordancewith the section 178 (5) of the Companies Act 2013 and Regulation 20 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has constituted ashareholder/investors grievance committee ("Stakeholders RelationshipCommittee") to redress complaints of the shareholders. The Stakeholders’Relationship Committee comprises the following Members as on 31st March 2021:

Name of Director Nature of Directorship Designation in the Committee
Shri Hatim Badshah Non-Executive & Independent Director Chairman
Shri Mahendra Kumar Bhagat Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

4) Corporate Social Responsibility (CSR) Committee

Company has constituted a CSR Committee in accordance with the provisions of section135 of Companies Act 2013.The CSR Committee as on 31st March 2021 comprisesthe following Members:

Name of Director Nature of Directorship Designation in the Committee
Shri Binod Kumar Agarwal Managing Director Chairman
Shri Hatim Badshah Non-Executive & Independent Director Member
Smt. Sunita Agrawal Non-Executive Director Member

Note:- After the closure of financial year 31st March 2021 Smt SunitaAgrawal (DIN: 00322594) has resigned from the post ofNon-Executive Director of the Companywith effect from 28th June 2021. Therefore Shri Sakul Grover (DIN: 06863528)Non-Executive Director of the Company has been included as a member in Audit CommitteeNomination and Remuneration Committee Stakeholders’ Relationship Committee andCorporate Social Responsibility (CSR) Committee in place of Smt Sunita Agrawal

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year 2020-21were on Arm’s Length Basis and were in the Ordinary Course of business. There are nomaterially significant Related Party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee and the Board. Thedetails are attached in Form AOC-2 as "Annexure C"

The Company has formed Related Party Transactions Policy which was approved by theBoard for purpose of identification and monitoring of such transactions.

The RPT Policy as approved by the Board is available on the Company’s websitehttp://www.tirupatibalaiee.com/media/1006/policv-for-related-partv-transactions-rpts.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The National Company Law Tribunal Indore Bench at Ahmedabad vide order MP/ CP(CAA) 6 of2020 in CA(CAA) 99 of 2019 dated 03/11/2020 approved the composite scheme of mergerbetween the company Shree Tirupati Balajee Agro Trading Co. Pvt. Ltd. and Anant TreximPvt. Ltd Suhana Tradelinks Pvt. Ltd. Nageshwar Vinimay Pvt. Ltd. and others whichbecame effective from December 5 2020.

Pursuant to the terms of the Scheme

i) 2803536 equity shares of Rs. 10/- each (constituting 27.68% of the total paid upcapital) of Shree Tirupati Balajee FIBC Limited held by Suhana Tradelinks Private Limited

ii) 1395000 equity shares of Rs. 10/- each (constituting 13.77% of the total paid upcapital) of Shree Tirupati Balajee FIBC Limited held by Nageshwar Vinimay Private Limitedand

iii) 900000equity shares of Rs. 10/- each (constituting 8.88% of the total paid upcapital) of Shree Tirupati Balajee FIBC Limited held by Anant Trexim Private Limited

Has been vested in the Shree Tirupati Balajee Agro Trading Co. Pvt. Ltd. with effectfrom December 5 2020 being the effective date of the Scheme. Due to such effect ShreeTirupati Balajee Agro Trading Co. Pvt. Ltd. has become holding company of Shree TirupatiBalajee FIBC Limited with the aggregate holding of50.33% of share capital and also becomethe Promoter ofthe Company.

Apart from that there are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.

AUDITORS. THEIR REPORT & COMMENTS BY THE MANAGEMENT:

1) Statutory Auditors

In terms of the provisions of section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 an audit firm can hold office as statutory auditor for two terms offive consecutive years i.e. for a maximum period often years.

M/s. M.S. Dahiya & Co. Chartered Accountants (F.R. No. 013855C) appointed as thestatutory auditors of the Company to hold office for one term of 5 years commencing fromconclusion of the 11th Annual General Meeting upto the conclusion of the 16th AnnualGeneral Meeting of the Company to be held in calendar year 2025.

The Auditors Report and the Notes on Standalone and Consolidated financial statementfor the year 2020-21 referred to in the Auditor’s Report are self-explanatory doesnot contain any qualification reservation or adverse remark and do not call for anyfurther comments.

2) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Ritesh Gupta & Co. Company Secretaries Indore (FCS: 5200 & COP:3764) to undertake the Secretarial Audit of the Company for the financial year 2020-21.

The Secretarial Audit Report in Form MR-3 is self-explanatory and therefore do not callfor any explanatory note and the same is annexed herewith as "Annexure D". YourBoard is pleased to inform that there is no such observation made by the Auditors in theirreport which needs any explanation by the Board.

The Board of Directors at their Meeting has re-appointed M/s Ritesh Gupta & Co.Company Secretaries Indore (FCS: 5200 & COP: 3764) to undertake the Secretarial Auditfor Financial Year 2021-22.

3) Cost Audit

The Provisions of Section 148 of the Companies Act 2013 read with Rule 14 of theCompanies (Audit & Auditors) Rules 2014 relating to the cost audit are not applicableto the Company during the financial year ended 31st March 2021..

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of section 134(3) of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 no frauds were reported by the Auditors toAudit Committee/Board during the year under review. Further that there were no fraudscommitted against the Company and persons who are reportable under section 141(12) by theAuditors to the Central Government. Also there were no non-reportable frauds during theyear 2020-21.

CORPORATE GOVERNANCE:

The Company is listed on the NSE Emerge and exempted from provisions of corporategovernance as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Hence no Corporate Governance Report is required to be disclosed withAnnual Report. It is pertinent to mention that your Company is committed to maintain thehighest standards of Corporate Governance.

CODE OF CONDUCT:

Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 requires listed companies to lay down a Code of Conduct for itsdirectors and senior management incorporating duties of directors as laid down in theCompanies Act 2013. The Company has adopted a Code of Conduct for all Directors andSenior Management of the Company and same has been hosted on the website of the company.

http://www.tirupatibalaiee.com/media/1002/code-of-conduct-for-board-of-directors-kmps-and-senior-management.pdfCONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the applicable provisions of the Companies Act 2013 and rules madethereunder read with Indian generally excepted accounting principles (GAAP) and inaccordance with accounting standard the Consolidated Financial Statements of the Companyas of and for the year ended 31st March 2021 forms a part of the AnnualReport.

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureE".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

No material changes have occurred and commitments made affecting the financialposition of the Company between the end of the financial year of the Company and the dateof this report. There is no order passed by any regulator or court or tribunal against thecompany impacting the going concern concept or future operations of the Company.

EXTRACT OF ANNUAL RETURN:

In compliance with the provisions of Section 92 of the Companies Act 2013 the AnnualReturn of the Company for the financial year ended 31st March 2021 has beenuploaded on the website of the Company and the web link of the same is -http://www.tirupatibalajee.com/financials/

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATIONAND PARTICULARS OF EMPLOYEES:

Details pursuant to provision of section 197(12) of Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and the details are given in the "Annexure F".

During the year none of the employees received remuneration in excess of the limitprescribed under Section 197 of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and amendment thereof.

SECRETARIALSTANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI).

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workers andemployees at all levels.

ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and cooperation extended by them. YourDirectors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport. Your Board of Directors would like to convey their sincere appreciation for thewholehearted support and contributions made by all the employees at all levels of theCompany for their hard work solidarity cooperation and dedication during the year

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