The Members of Tirupati Finlease Ltd.
-Your Directors have pleasure in presenting the 24th Annual Report togetherwith the Audited Statement of Accounts for the year ended 31st March 2017.
The summarized financial results for the year ended 31st March 2017 are as under:
|Particulars ||2016-17 ||2015-16 |
|1. Profit before-Depreciation and Tax ||4.17 ||5.53 |
|2. Depreciation ||0.00 ||0.00 |
|3. Profit (Loss] Before Tax ||4.17 ||5.53 |
|4. Provision for taxation ||0.13 ||0.04 |
|5. Profit (loss) after Tax ||4.03 ||5.49 |
STATEMENT OF COMPANY'S AFFAIRS
During the year the company has earned the profit of Rs 416597. Bullish trend inEquity Markets Commodities and Real estate will effect volume. Changes in rate ofinterest will affect Company's Profitability.
Your director do not recommend dividend for the year.
The paid up capital of the company as on 31st March 2017 was Rs30042000/-. During the year under review the company has not issued any shares. Thecompany has not issued shares with differential voting rights it has neither issuedemployee stock options nor sweat equity shares and does not have any scheme to fund itsemployees to purchase the shares of the company.
TRANSFER TO RESERVES
The company has transferred the proportion of profit to the Reserve as required to bekept by the company and company has also followed the Accounting Standard and RBI Norms inrespect thereto.
. MATERIAL CHANGES AND COMMITMENTS
There are no other material changes and commitments that have occurred between the endof financial year of the company and the date of this report affecting the financialposition of the company as at 31st March 2017.
Your company doesn't have any subsidiary company during the year; hence consolidationof financial data of subsidiary company is also not applicable to the company forfinancial year 2016-17.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:
Since the Company is not engaged in manufacturing activities the information asrequired under the provisions contained in Section 134(3)(m) of the Companies Act 2013& rules made thereunder with respect to conservation of energy and technologyabsorption are not applicable. There are no foreign exchange earnings and outgo during theyear under review.
CONTRACT AND ARRANGEMENTS WITH RELATED PARTY
All contracts/ arrangements/ transactions entered by the company during the financialyear with related party were in ordinary course of business and on an arm's length basis.During the year the company had not entered into any contract/ arrangement/ transactionwith related parties which could be considered material or potential conflict with theinterest of the company in accordance with the policy of the company on materiality ofrelated party transactions.
M/s. Pritesft Shah & Co.; Chartered Accountants who are the statutoryauditors of the Company were appointed in AGM held on 30-09-2015 as per section 139 of theCompanies Act 2013 and the Rules framed thereunder to hold the office till conclusion ofAGM of the Company to be held in year 2020 subject to ratification of their appointmentat every AGM. It is accordingly proposed to ratify his appointment in this AGM.
The Auditors report is self-explanatory and so far there is no negative remark by theAuditors.
REPORTING OF FRAUDS BY THE AUDITOR:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12] ofthe Act and Rules framed thereunder.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the company in MGT-9 is annexed herewith and form part ofthis Report. SECRETARIAL AUDIT- REPORT
The secretarial audit report is enclosed with director report and there is no adverseremark stated in Secretarial Audit Report expect for non publication of Financial resultin the news paper. The results are published on Website from time to time.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited(BSE) Management Discussion and Analysis Report is enclosed
CORPORATE SOCIAL RESPONSIBILITY [CSR)
Based on criteria determined in section 135 of the Companies Act 2013 concerningapplicability of Corporate Social Responsibility at present this provision is notapplicable to the Company.
BOARD OF DIRECTORS
Mr. Bajranglal Balkishan Agarwal Director of the Company retires by rotation at thisannual general meeting and being eligible offers herself for reappointment. The board ofdirectors recommends the appointment of the directors.
Further in terms of section 149 read with section 152 of the Companies Act 2013 anindependent director is now not required to retire by rotation and may be appointed onthe Board of the Company for maximum two terms of up to five years each.
INDEPENDENCE OF DIRECTOR
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178(3] of the Act and SEBI(Listing Obligation and Disclosure Requirements)Regulation 2015 for the appointment of Independent Director is not Applicable to thecompany. So Now the company has to follow the provision of Companies Act 2013 only.
And AH Independent directors of the company have confirmed their independence in termsof the requirements of Companies Act 2013.
MEETING OF THE BOARD
Five Meeting of the Board of the Director were held during the year. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms p^rt of this report and last date of AGM is 30thSeptember 2016.
|Name of Director ||Category of Director ||No. of Board Meetings attended ||Attendance at the last AGM |
|Mr. Bajranglal Agarwal ||Executive Director ||5 ||Yes |
|Mrs. Pushpadevi Agarwal ||Executive Director ||5 ||Yes |
|Mr. Kalpesh Agarwal ||Non Executive Director* ||5 ||Yes |
|Mr. Mahesh Ramavtar Mittal ||Non-Executive Director ||5 ||Yes |
|Mr. Sivanandingh Indrasinh Chauhan ||Non-Executive Director ||5 ||Yes |
|Mr. Motilal jain Pukhraj ||No'n Executive Director** ||1 ||NA |
* Designation of Mr. Kalpesh Agarwal was Change from Executive Director to NonExecutive Director from dated 30th July 2016.
** Demise of Motilal Jain on dated 08th July 2016.
COMMITTEES OF THE BOARD
Currently the Board has Two committees viz:
1) Audit Committee
The Audit Committee has been constituted in conformity with the requirements of Section- 177 of the Companies Act 2013 and Regulation 18 of SEBI (listing Obligations andDisclosure Requirement! Regulation 2015 is not applicable to the company.
At present the Audit Committee comprises of Three Directors. Details of thecomposition number of meetings held during the year and attendance thereat are as under:
|Name ||Position held || |
Attendance at Audit Committee meeting held on
|07-05-2016 ||30.07.2016 ||02.09.2016 ||25.10.2016 ||04.02.2017 |
|Mr. Kalpesh Agarwal ||Non Executive Director* ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Mahesh Ramavtar Mittal ||Independent Director ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Sivanandingh Indrasinh Chauhan ||Chairman & Independent Director ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Motilal Jain Pukhraj ||Independent Director** ||Yes ||- ||- ||- ||- |
* Kalpesh Agarwal was Change from Executive Director to Non Executive Director fromdated 30th July 2016.
** Demise of Motilal Jain on dated 08th July 2016.
Minutes of meetings of the Audit Committee are circulated to members of the Committeeand the Board is kept apprised. 2) Remuneration Policy & Remuneration paid to Board ofDirectors:
The Nomination and Remuneration committee currently consisting of 3 non executiveDirector there was no requirement to conduct Nomination and Remuneration Committeemeeting and hence no meeting was held.
INDEPENDENT DIRECTORS' MEETING:
The Independent Directors met without the attendance of Non-Independent Directors andmembers of the Management The Independent Directors reviewed the performance ofNon-Independent Directors and the Board as a whole; the performance of the Chairman of theCompany taking into account the views of Executive Directors and Non-Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The meeting of Independent Director was held on 04-02-2017 and they review thePerformance of Every Members of the various committees and the Board as a whole.
Pursuant to the provision of Companies Act 2013 during the year Board has madeperformance evaluation of the Promoter Directors and Independent Directors of the Company.Evaluation was made on the basis of following assessment criteria:
i) Attendance in Board meeting active participation in the meeting and giving inputson time in the minutes.
ii) Stick to ethical standards and code of conduct of the Company and timely submissionof disclosure of interest iiij Interpersonal relationship with other directors andmanagement.
iv] Active contribution in growth of the Company
v] Compliances with policies. Immediately reporting fraud violation statutory mattersetc.
The board is collectively of the opinion that the overall performance of the Boardcommittees thereof and the individual Directors is satisfactory and conducive to thegrowth and progress of the Company.
The Board has on the recommendation of Nomination and Remuneration committee framed apolicy for selection arid appointment of Directors Senior Management and theirRemuneration. The Remuneration Policy is stated in the Corporate Governance Report. AllIndependent Director have given declaration that they meet the criteria of independence aslaid down under section 149(6) of the Companies Act 2013 and clause 49 of the ListingAgreement.
In pursuant to the provision to the provision of section 177(9) & (10) of theCompanies Act 2013 and in terms of the listing Agreement your company has established aVigil Mechanism of the company which also incorporates Whistle Blower Policy for itsDirectors and employees to safeguard against victimization of persons who use vigilmechanism and to report genuine concerns. The Audit Committee of your company shalloversee the Vigil Mechanism.
INTERNAL CONTROL SYSTEM AND ADEQUACY
Details of internal Control system are given in the Management Discussion and AnalysisReport which forms the part of the Director's Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Board of Directors of the Company has constituted "Risk ManagementCommittee" to review risk factors Risk to the Company is provided inManagementDiscussion and Analysis in this Annual Report
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The details'of Loans investments guarantees and securities covered under provisionsof section 186 of the Companies Act 2013 are provided in the Standalone FinancialStatement and is in ordinary course of Business.
The company has not accepted the Deposits from the Public during the year under report.
The shares of the Company are listed on Bombay Stock Exchange.
DEMATERIALfZATION OF SHARES
To provide best services to the shareholders and investors company's equity shares aremade available for dematerialization in electronic form in the Depository systems operatedby National Securities Depository Limited (NSDL) and Central Depository Services Limited(CDSL).
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Director Responsibility Statement it is hereby confirmed:
1. That in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to materia] departures.
2. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of loss of the Company fdr the year under review.
3. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in-accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
4. That the directors had prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.
5. That the director had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
6. That the directors had devised proper systems to ensure compliance with theprovisions of-all applicable laws and that such systems were adequate and operatingeffectively
PARTICULARS OF THE EMPLOYEES:
The company has no employee drawing the remuneration of Rs 5 lacs per Month or Rs 60lacs per annum.
Details of remuneration paid to Directors Non-Executive Directors and IndependentDirectors are disclosed in the Form MGT 9 annexed as Annexure A to the Board ReportWhereas the disclosure as required under Rule 5(1) of the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below:
1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year. - The Company is paying remuneration toDirectors name Mr. Bajranglal Agarwal Mrs. Pushpadevi Bajranglal Agarwal Mr. KalpeshAgarwal and Mr. Burhan Africawala Company Secretary details of Remuneration is attachedin MGT-9.
2. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year: NIL
3. The percentage increase in the median salaries of employees in the financial year:N.A.
4. The number of permanent employees on the rolls of the Company: 2 (Two)
5. The explanation on the relationship between average increase in remuneration andCompany performance: N.A.
6. Comparison of the remuneration of the key managerial personnel against theperformance of the Company: N.A.
7. Variation in the market capitalization of the Company price earnings ratio as atthe closing date of current financial year and previous financial year. Trading is nottaken place on BSE during the year so it is not possible to find the accurate details.
8. Percentage increase or decrease in the market quotation of the shares of the Companyin comparison to the rate at which the Company come out with the last Public Offer: N.A
9. Average percentile increase already made in the salaries of the employee other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NA
10. Comparison of each remuneration of the KMP against the performance of the Company:NA
11. The Key parameters for any variable component of remuneration availed by theDirectors: N.A.
12. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: N.A
The Company affirms remuneration is as per the remuneration policy of the Company.There is no employee covered under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
SEBI notified SEBI [Listing Obligations and Disclosure Requirements) Regulations2015(Listing Regulations) on 2nd September 2015 which was implemented within a period ofNinety Days of the Notification i.e. by 1st December 2015.
The new Listing Regulations has provided exemption under regulation 15(2)(a) fromapplicability of Corporate Governance provisions as specified in regulations 17 181920 21 22 23 24 25 26 27 and clause (b) to (i) of sub-regulation (2) 6f regulation46 and para CD and E of Schedule V in respect of listed entities having paid-up Equityshare Capital not exceeding rupees ten crores and net worth not exceeding rupees twentyfive crores as on the last day of the previous financial year.
Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a)and therefore not required mandatorily to comply with the said regulations.
The Company therefore is not required to make disclosures in Corporate GovernanceReport as specified in Para C of Schedule V to the Listing Regulations.
However pursuant to Regulation 15(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 notwithstanding sub-regulation (2) of regulation 15 theprovisions of Companies Act 2013 shall continue to apply wherever applicable.
The certificate as required under Schedule V (E) of the Listing Regulations regardingcompliance of conditions of Corporate Governance is annexed to this report
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has established a code of conduct for Prevention of Insider Trading. Thenecessary preventive actions including closure of trading window around the time of anyprice sensitive events information are taken care. All covered person have givendeclarations affirming compliance with the said code. The detailed policy is uploaded onwebsite of the Company.
The Directors wish to thank and deeply acknowledge the cooperation and assistancereceived from the Bankers and shareholders. The Director also wishes to place on recordtheir appreciation of the devoted services of employees of the Company.
|DATE: 30.05.2017 || ||FOR AND ON BEHALF OF THE |
|PLACE: AHMEDABAD || ||BOARD OF DIRECTORS |
| || || |
| ||Pushpadevi B. Agarwal ||Bajranglal B. Agarwal |
| ||Director ||Director |
| ||DIN:00606296 ||DIN:00605957 |