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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 10th Annual Report together withthe audited financial statements for the year ended March 31st 2019.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

• Total revenue for the year was Rs. 12077.36 Lakhs as compared to Rs. 9824.42Lakhs in the previous year increased by 22.93%.

• Revenue from operations for the year was Rs. 12071.35 Lakhs as compared to Rs.9821.00 Lakhs in the previous year increased by 22.91%.

• Profit before tax for the year was Rs. 725.89 Lakhs as compared to Rs. 638.50Lakhs in the previous year Increased by 13.69%.

• Profit after tax for the year was Rs. 627.23 Lakhs as compared to Rs. 504.48Lakhs in the previous year Increased by 24.33%.

SUMMARISED PROFIT AND LOSS ACCOUNT:

Particulars

Year ended

2018-19 2017-18
Total Revenue (Revenue from operations and other income) 12077.36 9824.42
Profit Before Tax (PBT) 725.89 638.50
Provision for Tax 98.66 134.03
Profit After Tax (PAT) 627.23 504.48
Earnings per share 6.19 5.74

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). During the year under review there has been no change inthe nature of the business of the company and the powers to be generated will be used forcaptive consumption.

ACHIEVEMENTS:

Receipt of BRC Certificate (Grade A) from Intertek Certifications Limited for Company'ssituated at Pithampur

Company's situated at Plot No. A.P.-14 (Apparel Park) SEZ Phase-II Industrial AreaPithampur MP 454774 has achieved "Grade A" Certificate from IntertekCertifications Limited (a UKAS accredited body for certification) for meeting therequirements as set out in the BRC Global Standard for Packaging and Packaging MaterialsIssue 5 July 2015 for separate clean room facilities situated at Unit for manufacturingof packaging material to be used for food and nonfood application. The BRC Certificate wasissued on 27th November 2018 and is valid upto 26th December 2019.

CREDIT RATING:

ICRA dated 12th September 2018 have affirmed the following ratings to the bank loanfacilities of Rs. 24.00 Crores availed by the Company:

Total Bank Loan Facilities Rated Rs. 24 Crore
Long-term— Fund-based [ICRA]BBB (Stable); assigned
Unallocated Limits [ICRA]BBB (Stable)/ A3+; assigned

DIVIDEND:

The Company is in regular expansion mode and also upgrading its existing properties.Therefore in order to fund new projects/upgradation your Board has not recommendeddividend for the financial year March 312019.

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 31st March 2019the applicable accounting standards have been followed along with proper explanationrelating 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 2019.

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:

The paid up Equity Share Capital of the Company as on 31st March 2019 was Rs.101300400/- (Rupees Ten Crore Thirteen Lakh and Four Hundred) divided into 10130040(One Crore One Lakh Thirty Thousand and Forty) equity shares of Rs. 10/- (Rupees Ten)each. During the year under review the Company has not issued equity shares or shareswith differential voting rights or granted stock options or sweat equity.

TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the generalreserves account and Capital reserves account.

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 2019. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act 2013 and the Rules made there under.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not provided any loan Guarantee and investment pursuant to Section 186of the Companies Act 2013 during the year. The Details are provided in the Notes to theFinancial Statements.

CSR INITIATIVES:

Pursuant to section 135 of the Companies Act 2013 and the relevant rules the Boardhas constituted CSR Committee comprising Shri Binod Kumar Agarwal as the Chairman and ShriHatim Badshah and Smt. Sunita Agrawal as the member of the Committee during the year. Inview of the profits of the company your Company was required to undertake CSR projectsduring the year 2018-19. The Annual Report on CSR activities is annexed herewith as "AnnexureA".

The detailed CSR Policy has been uploaded on Company's Website:http://www.tirupatibalaiee.com/media/1004/corporate-social- responsibility.pdf

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 & Material Management.The Facility Management initiative was implemented to ensure adequate welfare facilitiesfor contract labor such as washrooms with bathing facilities rest rooms availability ofdrinking water etc. The Equipment Tools & Material Management Program ensured thatthe tools used by contractors were safe. The process of screening of contractors was mademore stringent to ensure that the contractors were aligned with the Company's objectivesto ensure ‘Zero Harm'.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY:

The Company has in place Risk Management Policy as per requirement of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 134(3)(n) of theCompanies Act 2013 which requires the Company to lay down procedure for risk assessmentand risk minimization. The Board of Directors Audit committee and the Senior Managementof the Company should periodically review the policy and monitor its implementation toensure the optimization of business performance to promote confidence amongst stakeholders in the business processes plan and meet strategic objectives and evaluate tackleand resolve various risks associated with the Company. The business of the Company isexposed to various risks arising out of internal and external factors i.e. constantlymaintaining high quality standards fluctuations in the price of raw materials risks fromInternational competitors fluctuations in currency rates etc. Other than this theGovernment Policy local area authority Taxation Policy may adversely affect theprofitability of the Company subject to various process and clearance etc as may bedecided by the concerning State Government. Further general market conditions relating tothe demand supply price relating to the products of the company.

The detailed Risk Management Policy has been uploaded on Company's Website:http://www.tirupatibalajee.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 of the 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 resolve them

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 of the 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. The details of the Vigil MechanismPolicy are annexed to the Board's Report as "Annexure B" and are alsoposted on the website of the Company.

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

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

The Company does not have any subsidiary associate or joint venture during the year2018-19 as well as none of the Companies which have become or ceased to be itssubsidiaries associate or joint venture during financial year therefore the financialstatement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1is not applicable.

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

1) Composition of Board of Directors as on 31.03.2019

The Board of directors are comprising of total 6 (Six) Directors which includes 2(Two) Independent and 1 (One) Women director. The Chairman of the Board is Promoter andManaging Director. The Board members are highly qualified with the varied experience inthe relevant field of the business activities of the Company which plays significantroles for the business policy and decision making process and provide guidance to theexecutive management to discharge their functions effectively.

2) Board Independence

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

1. Shri Mahendra Kumar Bhagat (DIN: 01400781)

2. Shri Hatim Badshah (DIN: 05118272)

As per provisions of the Companies Act 2013 the Independent Directors were appointedon the Board w.e.f 10th June 2017. The appointments of the aforesaid Independentdirectors were confirmed by the members at the EGM held on 27th June 2017 IndependentDirectors were appointed for a term of 5 (five) consecutive years and shall not be liableto 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. Further that the Board is of the opinion that all theindependent directors fulfill the criteria as laid down under the Companies Act 2013during the year 2018-19 as well as the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

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 Smt. Sunita Agrawal (DIN: 00322594) Non-ExecutiveDirector of the Company is liable to retire by rotation and being eligible offers herselffor re-appointment.

5) Changes in Directors and Key Managerial Personnel

During the year 2018-19 Shri Basant Patwa Independent Director of the Company hasresigned from the post of Independent Directorship of the Company w.e.f. 15th February2019. The Company took the note of resignation received from Shri Basant Patwa in itsBoard Meeting dated 26th February 2019. The resignation letter is also post on thewebsite of the Company.

6) Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company's business policyand strategy apart from other Board business. The notice of Board meeting is given well inadvance to all the Directors. The Agenda of the Board meeting is circulated to all theDirectors 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 4 (Four) times in the Financial Year 2018-19 viz. on 30th May 2018;09th August 2018; 02nd November 2018; 26th February 2019. The maximum interval betweenany two meetings did not exceed 120 days.

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 of the Company was held on 02ndNovember 2018 to review the performance of Non-Independent Directors (including theChairman) and the entire Board. The Independent Directors also reviewed the qualitycontent and timeliness of the flow of information between the Management and the Board andits' Committees which is necessary to effectively and reasonably perform and dischargetheir 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 shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/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 2019.

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 March 2019.

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 including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) is annexed with the Report as "AnnexureC" and same is uploaded on company's website Link.http://www.tirupatibalaiee.com/media/1009/nomination-and-remuneration-policv.pdf

3) Stakeholders' Relationship Committee

The Company has constituted a Stakeholders' Relationship Committee in accordance withthe 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' RelationshipCommittee comprises the following Members as on 31st March 2019:

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 comprises the 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

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year 2018-19were 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 D"

The Company has developed 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 website

Link- :http://www.tirupatibalaiee.com/media/1006/policv-for-related-partv-transactions-rpts.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

AUDITORS. THEIR REPORT & COMMENTS BY THE MANAGEMENT:

1) Statutory Auditors

M/s ABN & Co. Chartered Accountants Indore Statutory Auditors were appointedfor a term of 5 years commencing from the conclusion of 06th Annual General Meeting of theCompany to the conclusion of 11th Annual General Meeting and they have confirmed theireligibility under Section 141(3)(g) of the Companies Act 2013 and the rules framedthereunder. As required under Regulation 33(d) of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the auditors have also confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditorsin their report which needs any explanation by the Board.

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 to undertake theSecretarial Audit of the Company for the financial year 2018-19.

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 E".

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.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno frauds committed against the Company and persons who are reportable under section141(12) by the Auditors to the Central Government. Also there were no non-reportablefrauds during the year 2018-19.

CORPORATE GOVERNANCE:

The Company being listed on the NSE Emerge is 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 the Company follows majority of theprovisions of the corporate governance voluntarily.

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 and Senior Management of theCompany 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.pdf

CONSOLIDATED FINANCIAL STATEMENTS:

Since the company is not having any subsidiary associates or joint venture thereforethe requirement for Consolidated Financial Statements in accordance with relevantAccounting Standards (AS) is not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION 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 "AnnexureF".

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:

Except that as stated in the relevant places the material changes development fromthe 31st March 2019 till the date of this Boards Report there are no material changeswhich may affect the financial position of the Company.

EXTRACT OFANNUALRETURN:

As provided under Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1)ofthe Companies (Management and Administration) Rules 2014 the extract of the annualreturn is given in "Annexure G" in the prescribed Form MGT-9 which formspart of this report and same is hosted on the Company's website Linkhttp://www.tirupatibalaiee.com/media/1186/extract-of-annual-return-form-mgt-9-2018-19.pdf

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION ANDPARTICULARS 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 H".

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.

INDUSTRIAL RELATIONS:

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

PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed

SECRETARIAL STANDARDS OF ICSI:

The Secretarial Standards as specified by the Institute of Company Secretaries of Indiafor Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effectfrom 1st July 2015. The Company is in compliance with the same.

ACKNOWLEDGEMENTS:

Your Directors thanks the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and cooperation extended by them. TheDirectors also gratefully acknowledge support of the NSE Ltd. Lead Manager Share TransferAgent and other intermediaries and also to all stakeholders of the Company viz. customersmembers dealers vendors bankers and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

For and on behalf of the Board
Binod Kumar Agarwal
Date: 08th August 2019 Chairman & Managing Director
Place: Pithampur (Dhar) DIN:00322536