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Tirupati Fin-Lease Ltd.

BSE: 539488 Sector: Financials
NSE: N.A. ISIN Code: INE027S01017
BSE 05:30 | 01 Jan Tirupati Fin-Lease Ltd
NSE 05:30 | 01 Jan Tirupati Fin-Lease Ltd

Tirupati Fin-Lease Ltd. (TIRUPFINLEASE) - Director Report

Company director report


The Members of Tirupati Finlease Ltd.

Your Directors have pleasure in presenting the 27th Annual Report togetherwith the Audited Statement of Accounts for the year ended 31st March 2020.


The summarized financial results for the year ended 31st March 2020 are asunder:

(Rs. In Lacs)

Particulars 2019-20 2018-19
1. Profit before Depreciation and Tax (18.70) 7.02
2. Depreciation 0.10 0.09
3. Profit (Loss) Before Tax (18.70) 7.02
4. Provision for taxation . 0.00 0.00
5. Profit (loss) after Tax (18.70) 7.02


During the year the company has loss of Rs 1869693.Bearish trend ini Equity MarketsCommodities and Real estate will affect the business of the company.


Your director do not recommend dividend for the year.


The paid up capital of the company as on 31st March 2020 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.


The company has not transferred any proportion to the Reserve as required to be kept bythe company due to loss occurred during the year.


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 2020 except as below:

Global Pandemic - CoVID-19:

The outbreak of Coronavirus (CoVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Due to this Businesses arebeing forced to cease or limit their operations for long or indefinite periods of time.Measures taken to contain the spread the virus including travel bans quarantines socialdistancing and closures of non-essential services have triggered significant disruptionsto businesses worldwide resulting in economic slowdown.

CoVID-19 is significantly impacting business operation of the companies by way offluctuation in shares prices unavailability of personnel closure / lockdown etc. on March24 2020 the Government of India ordered a nationwide lockdown for 21 days which furthergot extended till May 3 2020 to prevent community spread of COVID-19 in India resultingin significant reduction in economic activities.


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 2019-20.



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.


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.


The auditor's report and notes referred to in the auditor's report forming part of thisAnnual Report does not contain any qualification and are self-explanatory and thereforedon't call for any further comments by Board of directors.

Pursuant to the provisions of Section 139142 of the Companies Act 2013 (Act) andother applicable provisions if any of the Act read with the Companies (Audit andAuditors) Rules 2014 as amended from time to time the appointment of M/s. Meet B Shah& Associatess Chartered Accountants (Firm Registration No 0150627W) as statutoryauditor of the company by board their meeting held on held on 28th November 2020 andrecommended the shareholder to appointed them for a term of five years commencing from theFY 2020-21 to the conclusion of the Annual General Meeting to be held for the Financialyear 2024-25 on the account of the completion of tenure by previous auditor and so Boardrecommended to approve their appointment by passing an ordinary resolution in this AnnualGeneral Meeting

Further the Company has received a letter of confirmation/consent from M/s Meet B Shah& Associates Chartered Accountants to the effect that they are not disqualified forsuch appointment within the meaning of Section 141 of the Act read with Companies (Auditand Auditors) Rules 2014.


The Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively.


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. With regards tothe qualification of Company secretary company has appointed the CS as on 20-03-2020.


In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 Managemnent Discussion and Analysis report providing a Complete Detailsof Business is forming a part of the annual report


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.


Mrs. Pushpadevi Bajranglal Agarwal Whole-time Director of the Company retires byrotation at this annual general meeting and being eligible offers herself forreappointment the board of directors recommends to approve her appointment

Mr. Bajranglal Agarwal & Mrs Pushpadevi B Agarwal was appointed as Whole TimeDirector of the company was appointed on 30/09/2015 for a period of 5 years and theirtenure will be completed on ensuing AGM and therefore the Board recommended the Members toreappoint for further period of 5 years by passing requisite resolution.

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.


The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 170(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 all Independent directors of the company have confirmed their independence in termsof the requirements of Companies Act 2013.


During the Financial year six Board meetings were held on 30.05.2019 02.09.201914.09.2019 14.11.2019 14.02.2020 & 20.03.2020. The gap between any two BoardMeetings did not exceed 120 days. The attendance of the Directors are as below and lastdate of AGM is 30th September 2019.

Name of Director Category of Director No. of Board Meetings attended Attendance at the last AGM
Mr. Bajranglal Agarwal Executive Director 6 Yes
Mrs. Pushpadevi Agarwal Executive Director 6 Yes
Mr. Mahesh Ramavtar Mittal Non-Executive Director 6 Yes
Mr. Sivanandingh Indrasinh Chauhan Non-Executive Director 6 Yes


Currently the Board has two committees viz:

1) Audit Committee Composition:

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:


Position held

Attendance at Audit Committee meeting

held on
30-05-2019 14.09.2019 14.11.2019 14.02.2020
Mrs. Pushpadevi Agarwal Executive Director Yes Yes Yes Yes
Mr. Mahesh Ramavtar Mittal Independent Director Yes Yes Yes Yes
Mr. Sivanandingh Indrasinh Chauhan Chairman & Independent Director Yes Yes Yes Yes

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 of Directors:

The Nomination and Remuneration committee currently consisting of 2 non executiveDirector. There was two meeting held during the year on 02-09-2019 & 20-03-2020.


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 the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

The meeting of Independent Director was held on 14-02-2020 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 CompanyThe 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 and appointment of Directors Senior Management and theirRemuneration.


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.


Details of internal Control system are given in the Management Discussion and AnalysisReport which forms the part of the Director's Report.


The Board of Directors of the Company has taken necessary measures regarding potentialrisk affecting the company Further risk to the Company is provided in ManagementDiscussion and Analysis in this Annual Report.


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 reportLISTING:

The shares of the Company are listed on Bombay Stock Exchange.


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).


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 2020 the applicable accounting standards had been followed along with properexplanation relating to material 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 for 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 2020 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


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. Bajranglai Agarwal Mrs. Pushpadevi Bajranglal Agarwal & CompanySecretary details of Remuneration is attached in 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: NA

4. The number of permanent employees on the rolls of the Company: (Two)

5. The explanation on the relationship between average increase ire 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: NA

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: NA

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: NA

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.


SEB1 notified SEBl (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 1718192021 22 23 2425 26 27 and clause (b) to (i) of sub-regulation (2) of regulation 46and para CD and E of Schedule V in respect of listed entities having paid-up Equity shareCapital not exceeding rupees ten crores and net worth not exceeding rupees twenty fivecrores 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 sab-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


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.

Pushpadevi B. Agarwal Bajranglal B. Agarwal
Director Director
DIN:00606296 DIN:00605957