You are here » Home » Companies » Company Overview » Tirupati Fincorp Ltd

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

To

The Members of the Company

The Directors present the Annual Report on the business and operations of your companyfor the year 2020-2021.

FINANCIAL HIGHLIGHTS:

(Rs.)

Particulars 2020-21 2019-20
Income from Operations 12863126 5923544
Profit (Loss) before Extra-Ordinary Items 223284 963492
Profit/(Loss) before depreciation 223284 963492
Depreciation 6952 6952
Profits before Tax 216332 956540
Provision for Income Tax current year 460000 251495
Deferred Tax 0 8596
Excess provision of Tax Written back (1180) (35350)
Profit after/ (Loss) Tax (242488) 740395

DIVIDEND:

In view of brought forwarded losses the directors regret the inability to declare thedividend to conserve the resources. INTEREST RISKS

The Company is exposed to interest rate fluctuations in the market. It uses a judiciousmix of interest rates with stipulated parameters to mitigate the interest-rate risk. Thisalso helps to have a judicious blended interest rate with a prime focus on the safeguardof Company's funds.

FINANCIAL STATEMENTS

The financial statements of the Company prepared in accordance with Indian AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015duly audited by Statutory Auditors also forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of Companies Act 2013 is marked as Annexure-A which is annexed heretoand forms part of the Directors' Report.

DECLARATION BY INDEPENDENT DIRECTORS

Bhavesh Premji Mamania is Independent Director on the board of the Company. The Companyhas received declarations from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed both under the Companies Act2013 and SEBI LODR 2015

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted deposits during the year under review from publicfalling within the ambit of Section 73 of the Act and the Rules framed there under.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

No significant and material order has been passed by the regulators court tribunalsimpacting the going concern status and Company's operations in future.

INTERNAL CONTROL AND SYSTEMS

The Company has adequate internal control procedures commensurate with its size andnature of business. The objective of these procedures is to ensure efficient use andprotection of the Company's resources accuracy in financial reporting and due complianceof statutes and corporate policies and procedures.

Internal Audit is conducted periodically by a firm of Chartered Accountants who verifyand report on the efficiency and effectiveness of internal controls. The adequacy ofinternal control systems are reviewed by the Audit Committee & Board in its periodicalmeetings.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has robust and comprehensive Internal Financial Control system commensuratewith the size scale and complexity of its operations. The system encompasses the majorprocesses to ensure reliability of financial reporting compliance with policiesprocedures laws and regulations safeguarding of assets and economical and efficient useof resources.

The policies and procedures adopted by the company to ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy and completeness of the records and the timely preparationof reliable financial information.

The Internal Auditors and the Management continuously monitors the efficacy of InternalFinancial Control system with the objective of providing to the Audit Committee and theBoard of Directors an effectiveness of the organisation's risk management with regard tothe Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the internal auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statement including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provision of Section 177(9) of the Companies Act 2013 andListing Agreement the Company has framed a Vigil Mechanism/Whistle Blower Policy to dealwith unethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics policy if any. The Vigil Mechanism/ Whistle Blower Policy have alsobeen uploaded on the website of the Company.

AUDITORS & AUDITOR'S REPORT:

Statutory Auditor:

M/s JCR & Co. Chartered Accountants (FRN: 105270W) the Statutory auditors of thecompany have expressed their willingness to the effect that their re-appointmentTherefore members are requested to appoint M/s JCR & Co Chartered Accountants asauditors of the company.

The statement on impact of Audit Qualifications (for audit report with modified opinionsubmitted along with the Annual Audited Financial Results- Standalone) under Regulation33/52 of the SEBI (LODR) (Amendment) Regulations 2016 as referred to in the Auditors'Report along with the Management Views are self-explanatory and therefore do not callfor any further comments.

Secretarial Auditor:

Pursuant to the provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s Shanu Mata and Associates

Practicing Company Secretaries .to conduct Secretarial Audit of the Company for theFinancial Year 2020-21. The secretarial Audit Report for the Financial Year ended 31stMarch 2021 is annexed herewith and marked as Annexure-B The Report is self-explanatoryand do not call for any further comments except:

1. Company does not have adequate composition of Board of Directors Applicable underthe Companies Act as well as SEBI Listing Obligation & Disclosure Requirement)Regulations 2015. -

The Company is in the process of appointing other independent Director. The Nominationand Remuneration Committee of the Board of Director has appointed on 4thSeptember 2021 Mr. Arvind Jethalal Gala and Mr. Sandesh Mohan Nikam as independentDirector to comply with the composition of Board of Directors Applicable under theCompanies Act as well as SEBI Listing Obligation & Disclosure Requirement)Regulations 2015

2. Company does not have adequate composition of Committees Applicable under theCompanies Act as well as SEBI Listing Obligation & Disclosure Requirement)Regulations 2015 -

The Nomination and Remuneration Committee of the Board of Director has appointed on 4thSeptember 2021 Mr. Arvind Jethalal Gala and Mr. Sandesh Mohan Nikam as independentDirector to comply with the composition of Board of Directors Applicable under theCompanies Act as well as SEBI Listing Obligation & Disclosure Requirement)Regulations 2015. The Board of Directors has appointed sufficient number of members tomeet the composition of various Committee such as Nomination and Remuneration CommitteeAudit Committee Stakeholder Committee of the Board of Directors

3. The Company has not filed various applicable forms to the Registrar of Companiesincluding Forms related to Annual Filing for FY 2019-20.-

Due to pandemic situation in 2020 and 2021 the company was not able to file variousapplicable forms including Annual Filing for FY 2019-20. The Company has now completed theprocess and will be filed the required forms in September 2021

4. Company has not regularly complied with the discloser and reporting requirementunder the regulations of Listing Obligation & Disclosure Requirement) Regulations2015 : -

Due to pandemic situation in 2020 and 2021 the company was not able to comply with thedisclosure requirement under the regulations of Listing Obligation & DisclosureRequirement) Regulations 2015 The Company has now completed the process and will be makerequired disclosure and reporting requirement in September 2021

5. The Company has not made any declaration submission required under The Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2018 :-

The Companies Trading facilities has been suspended by the BSE in 2015. The Company hasmade payment of listing fees for previous year 2019-20. But due to surveillance measureBSE has not resumed the trading windows of the Company. Hence Company has not Submit theTrading Window Closer intimation to Stock Exchange which is required under the Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2018.

6. The Company has not complied with the requirement of payment of listing fee to theStock Exchange for the period under review. -

The Companies Trading facilities has been suspended by the BSE in 2015. The Company hasmade payment of listing fees for previous year 2019-20. But due to surveillance measureBSE has not resumed the trading windows of the Company. Also on account of relaxationgiven by SEBI and exchange in pandemic situation of 2020 and 2021 towards making paymentof listing fees the company has availed the benefit of such relaxation and will make thepayment to the exchange after revocation of suspension from the Stock Exchange aftermaking necessary complianceas stipulated by the SEBI.

7. Company has not published any newspaper advertisement in respect of intimation ofBoard Meetings and publication of results of the Company.

Due to pandemic situation in 2020 and 2021 the company was not able to public anynewspaper advertisement in respect of intimation of Board Meetings and publication ofresults of the Company. The Company has now complied with the newspaper advertisement forpublication of results of the company from the period starting from 1st April2021. The first quarterly results for the quarter ended June 2021 were published in thenewspaper on 16th August 2021.

8. As the Certificate of Registration of NBFC has been cancelled by the Reserve Bank ofIndia the Company has not complied with the provisions of the Master DirectionsApplicable on the Company with respect to compliances of NBFC.

Due to pandemic situation in 2020 and 2021 the company was not able to file an appealto the Reserve Bank of India for revocation of Certificate of Registration. The Companyhas now complied with provisions of the Master Directions Applicableon the Company withrespect to compliances of NBFC and also made an appeal to the Reserve Bank of India forrevocation of Certificate of Registration in September 2021.

9. During the period under review the Company has not update any details on SEBI SCOREPortal. -

The management of the Company was not aware of such compliance till such point wasbring to the notice of the Board by the Secretarial Auditor. The Company has now compliedupdated the details on the SEBI SCORE portal in September 2021.

10. The Company has not provided any proof of dispatch of notices and other obligationdocuments to its directors and shareholders for any of their Respective Meetings.

The Company has already send physical notice and email communication of the BoardMeeting to all its directors and also disseminated the information on the Stock Exchangeportal. However due to pandemic situation in 2020 and 2021 the company was not able toprovide any proof of notices and other obligation documents to its shareholders. TheCompany has now complied with the same by making necessary arrangement with the Registrarand Transfer Agent and CDSL for Green initiatives and made necessary agreement incompliance with above provisions.

11. The Company has received various Show Cause Notices from the SEBI and the mattersare under investigation. As the matters are under observation we reserved our right tocomment on this.-

The Company has received Show cause notices dated from SEBI Adjudicating officer on 4thMarch 2021. The Company has from time to time replies to the Adjudicating Officer andavailed Personal Hearing in June and August 2021. The Board of Directors of the Companyhas now decided to file an Application of Settlement vide its Board Meeting held on 4thSeptember 2021 and the matter is under process.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration in accordance with the provisions of section197(12) of the companies Act 2013 read with Rule 5(2) and 5(3) of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of SEBI LODR 2015 Management discussion & analysis report is enclosed andforms part of the report. CORPORATE GOVERNANCE:

Report on corporate governance in compliance with listing agreement is being notapplicable to the Company under Regulation 27(2) of SEBI (LODR) Regulations 2015.

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

The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The policy has set guidelineson the Redressal and enquiry process that is to be followed by complainants and the ICCwhilst dealing with issues related to sexual harassment at the work place towards anywomen employees. All women employees (permanent temporary contractual and trainees) arecovered under this policy. All employees are treated with dignity with a view to maintaina work environment free of sexual harassment whether physical verbal or psychological.The Policy has also been uploaded on the website of the Company.

The following is a summary of sexual harassment issues raised attended and dispensedduring the year 2016-17:

- No. of complaints received: Nil- No. of complaints disposed off: Nil

- No. of cases pending for more than 90 days: Nil

- Nature of action taken by the employer or District Officer: Nil

RELATED PARTY TRANSCATION:

All transactions entered with Related Parties during the financial year were on anarm's length basis and were in the ordinary course of business and the provision ofSection 188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2is not required. Further there are no materially significant related party transactionsduring the year under

review made by the Company with promoters Directors Key Managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.

All Related Party Transactions a re placed before the Audit Committee for approval.Prior omnibus of the Audit Committee is obtained for the transactions which are of aforeseen and repetitive nature. The transactions which entered into pursuant to theomnibus approval so granted along with a statement giving details of all related partytransactions is placed before the Audit Committee.

BOARD EVALUTION

Pursuant to the provision of the Companies Act 2013 and Listing Agreement the Boardhas carried out an annual evaluation of its own performance the Directors individually aswell as the evaluation of the working of various committees. The Directors also carriedout the evaluation of the chairman and the non-independent Directors.

REMUNERATION POLICY:

As recommended by Nomination and Remuneration Committee of the company and the salientfeatures of the policy is being placed on the website www.tirupatifincorp.in

Maintenance of cost records is not required by the Company as specified by CentralGovernment under section 148(1) of the Companies Act 2013

CRITERIA FOR EVALUATION OF DIRECTOR

For the purpose of proper evaluation the Directors of the Company have been dividedinto 3 (three) Categories i.e. Independent Non-Independent & Non-executive andExecutive.

The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievement understanding and awarenessmotivation/commitment/diligence integrity/ethics/values and openness/receptivity.

RESPONSIBILITY STATEMENT:

As required u/s 134(3) (c) of the companies Act 2013 your director confirms that inthe preparation ofthe annual accounts:

1) The applicable accounting standards have been followed along with proper explanationrelating to material departures.

2) Such accounting policies have been selected and applied consistently and reasonableand prudent judgments and estimates made so as to give a true and fair view ofthe stateof affairs ofthe company at the end ofthe financial year and the profit/loss ofthe companyfor that period.

3) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with provisions of this act for safeguarding the assets ofthecompany and for preventing and detecting fraud and other irregularities.

4) The annual accounts for the year ended 31st March 2021 have beenprepared on a going concern basis.

5) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

6) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 8 (3) of Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy Technology absorption and the foreign exchangeearnings and outgo are Nil.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitutea Corporate Social Responsibility Committeeas itdoes not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year no company have become or ceased to be its subsidiaries joint venturesor associate companies.

LISTING AGREEMENT:

The securities of the company are listed with the Stock Exchange Mumbai. The companyhas not paid the annual listing fees.

CASH FLOW STATEMENT

In conformity with the provision of the Companies Act 2013 and Listing Agreement(s)the cash flow statement for the year ended 31st March 2021 is annexed hereto.

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:

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

b) No significant or material orders were passed by the Regulators Courts or Tribunalswhich impact the going concern status and Company's operations in future.

c) The Auditors have not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and cooperation. The directors also wish to place on record theconfidence of members in the company.

For & on behalf of the Board of Directors

Sheetal Mitesh Shah Bansri Dedhia
Date: 4th September 2021 Director Director
Place: Mumbai DIN:08364948 DIN:07184815

.