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Tirupati Fincorp Ltd.

BSE: 539008 Sector: Financials
NSE: N.A. ISIN Code: INE642O01012
BSE 05:30 | 01 Jan Tirupati Fincorp Ltd
NSE 05:30 | 01 Jan Tirupati Fincorp Ltd

Tirupati Fincorp Ltd. (TIRUPATIFINCORP) - Director Report

Company director report

Dear Members

Your directors take pleasure in presenting the 33rd Annual Report of theCompany along with the Audited Accounts for the year ended March 312015.

FINANCIAL HIGHLIGHTS

(Amount in Lac)
PARTICULARS 2014-15 2013-14
Total Income 39.68 25.53
Total Expenditure 33.84 14.78
Profit/(Loss) before interest Depreciation and Tax 5.84 10.75
Interest and Financial Charges 0.42 2.36
Profit/(Loss) before Depreciation and Tax 5.42 8.39
Depreciation 0.00 0.00
Net Profits/(Loss) before Tax 5.42 8.39
Tax Provision 1.04 1.62
Net Profits/(Loss) 4.38 6.77

DIVIDEND

Your Directors have not recommended payment of dividend for the financial year ended31st March 2015 since it is proposed to retain the same in the business.

FIXED DEPOSITS

The Company has not accepted any deposits during the year under review and it continuesto be a Non-deposit taking Non Banking Financial Company (NBFC) in conformity theguidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules 1975& applicable provisions of Companies Act 2013.

DIRECTORS

At the previous Annual General Meeting of the company held on 26th September 2014 thecompany had appointed Mr. T. D. Senthil Kumar as a Managing Director for a period of oneyear Mr. Bhavesh Premji Mamnia and Ms. M. Gayathri as independent directors of theCompany under the companies Act 2013 and clause 49 of the Listing Agreement.

During the year Mr.Saurabh Gandhi and Ms. Kusum Jain Director of the Company resignedfrom the Board of the Company. The Board expresses its gratitude for their valuablecontribution.

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Hitsharan Jain retires by rotation and being eligible has offered himself forre-appointment.

The brief profiles of the directors who are to be appointed / re-appointed form part ofthe notes and explanatory statement to the notice of the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has One Executive Director and due to financial constraints being faced bythe company they have forgone remuneration. Further no sitting fee has been paid to anydirector during the year.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the year Nil
b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from Mr. Bhavesh Premji Mamnia IndependentDirector of the Company confirming that they meet with the criteria of Independence asprescribed by the Companies Act 2013 and the Listing Agreement.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

The Remuneration Policy is stated in the Corporate Governance Report.

BOARD EVALUATION

In terms of the provisions of Companies Act 2013 with rules there under and Clause 49of the listing agreement the Board evaluates the performance of Non Executive andIndependent directors every year. Their presence on the board is advantageous and fruitfulin taking business decisions.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The company has not given any Loans and Guarantees in terms of provisions of Section186 of the Companies Act 2013 except in ordinary course of business being an NBFC.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not formulated a Corporate Social Responsibility Committee due to nonapplicability of the relevant provisions to the Company.

RELATED PARTY TRANSACTION (RPT)

The main business of the Company is financing activities; loans granted to relatedparty (if any) are in the ordinary course of business. All related party transactions thatwere entered into during the financial year were on an arm’s length basis and were inthe ordinary course of business. There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. All Related Party Transactions are placed before the Audit Committee asalso the Board for approval.

Your Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement.

MEETINGS

During the year Twelve Board Meetings were held. For further details please referreport on Corporate Governance of this Annual Report.

VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism fordirectors and employees of the Company to report genuine concerns. The provisions of thispolicy are in line with the provisions of the Section 177(9) and (10) of the Companies Act 2013 and the revised Clause 49 of the Listing Agreements with stock exchanges The Policyhas been uploaded on the website of the Company at: http://www.tirupatifincorp.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Clause 49 of the Listing Agreement the Company shall familiarize theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various programmes.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors’ confirm thefollowing:

• that in the preparation of the Annual Accounts for the year ended March 312015the applicable accounting standards have been followed along with proper explanationrelating to material departures;

• that the directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the financialyear and of the profit of the Company for that period.

• that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

• that the directors have prepared the annual accounts on a ‘goingconcern’ basis.

• that the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

• that the systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively

AUDITORS

a) Statutory Auditors

M/s Sivaswamy & Kumar (Firm Registration No. 001378N) Chartered Accountants havebeen appointed as statutory auditors of the company at the last Annual General Meetingheld on 26.09.2014 up to the conclusion of the next Annual General Meeting subject toratification by members at every consequent Annual General Meeting. Thereforeratification of appointment of Statutory Auditors is being sought from the members of theCompany at the ensuing AGM for their appointment for the Financial year 2015-2016.

b) Secretarial Audit

In Pursuant to the provisions of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Nishi Talwar & associates a firm of Practicing Company Secretariesto undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed as Annexure - B.

c) Internal Auditor

The Company had appointed internal auditor for the period 2014-15 to carry out theInternal Audit functions. The Internal auditor submits a quarterly report to the auditcommittee.

EXTRACT OF ANNUAL RETURN

The details forming part of Annual Return in form MGT-9 is annexed as Annexure-C.

CORPORATE GOVERNANCE

The Company has complied with the provisions pertaining to Corporate Governance as perthe requirements of Listing Agreement with the Stock Exchanges and necessary disclosureshave been made in this regard in the Report on Corporate Governance is annexed asAnnexure-D along with a certificate from a Practicing Company Secretary confirmingcompliance of the same.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

As the Company is not engaged in the manufacturing activity the prescribed informationregarding compliance of rules relating to conservation of Energy and Technology absorptionpursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule - 8 (3) of theCompanies (Accounts) Rules 2014 is not provided.

The Company does not have any Foreign Exchange Earnings and outgo in the year underreview.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis (MDA) is provided as a separate section in theannual report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future

5. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal ) Act 2013.

6. No change in nature of business.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities and associates and are grateful to the shareholders for their continuedsupport to the Company. Your Directors place on record their appreciation for thecontributions made and the efforts put in by the management team and employees of theCompany at all levels.

By Order of the Board
for TIRUPATI FINCORP LIMITED
Sd/-
Place: Jaipur HItsaran Jain
Date: 11th August 2015 Chairman
(DIN: 02910260)