TIRUPATI FOAM LTD
Your Directors have pleasure in submitting theirThirtieth Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2018
1. FINANCIAL RESULTS
The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder:
(Rs. In Lakhs)
| ||2017-2018 ||2016-2017 |
|Total Revenue including other income ||10044.05 ||8225.20 |
|Profit before financial cost depreciation and taxation ||917.74 ||579.34 |
|Less: Financial Cost ||(401.02) ||(384.52) |
|Less : Depreciation ||(191.23) ||(194.82) |
|Profit Before Tax & Exceptional Items ||325.49 ||246.05 |
|Less: Exceptional Items ||- ||- |
|Less: Provision of taxation || || |
|Current Tax (Net) ||119.43 ||88.10 |
|Deferred Tax ||(11.63) ||(7.46) |
|Earlier year income tax ||- ||3.01 |
|Profit for the year ||217.69 ||162.39 |
|Other Comprehensive Income ||(0.73) ||- |
|Total Comprehensive Income for the year ||216.96 ||162.39 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company was able to achieve Sales including other income of Rs.10044.05 Lacs ascompared to Rs.8225.21 Lacs for the Previous Year. The Profit before Tax and Depreciationwas Rs.917.74Lacs for period under review as compared to Rs. 579.34 Lacs for the PreviousYear.
The Net Profit after making the provision for Depreciation and Taxation stood atRs.217.69 Lacs as against Rs. 1 62.39 Lacs for the previous year.
Your Directors are pleased to report that in spite of decrease in total income andfierce competition the company was able to perform well and there is increase in netprofit by Rs.54 Lacs approx as compare to previous year due to well accepted qualityproducts and well established marketing network of dealers throughout the India.
During the year company has incurred total Capital Expenditure of Rs.2 20 53494/-.
3. Changes In the Nature of Business:
There has been no change in the nature of Business of the company during the year underreview.
4. SHARE CAPITAL
The paid up Equity Share capital of the Company is Rs.44070000/-. During the yearunder review the company has neither issued any shares with differential voting rightsnor granted any stock Option nor any sweat Equity Shares.
The Directors recommend 20 % Dividend on Equity Shares for the Year ending 31st March2018 if approved by the Shareholders at the Annual General Meeting to be held on 29thSeptember 2018.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The Company has transferred unpaid dividend till 2009-1 Otowards Investor Education andProtection Fund (IEPF) as per the provisions of Section 125 of the Companies Act 2013.
7. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2015the Board had adopted a formal mechanism forevaluating its own performance and as well as that of its committee and individualDirectors including the chairperson of the Board.
The Exercise was carried out through a structured evaluation process covering thevarious aspects of the Board's functioning such as composition of board & committeesexperience & competencies performance of specific duties & obligationsgovernance issues etc.
The evaluation of the independent Directors was carried out by Board except theindependent Director being evaluated and the chairperson and the non independent Directorswas carried out by the independent Directors.
8. REMUNERATION AND NOMINATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of the board membersKMP & senior Management.
9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
SIX Board Meetings were held during the 12 months accounting period ended 31-3-2018 Thedates of such Board Meeting are :
|1) 30.05.2017 ||2) 07.09.2017 ||3) 14.09.2017 |
|4) 02.12.2017 ||5) 14.12.2017 ||6) 14.02.2018 |
10. DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received declarations from all the independent Directors of the Companyconforming that they meet the criteria of independence as prescribed under section149(6)& (7) of Companies Act 2013.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34(2) & Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management discussion and analysis on thebusiness and operations of the company is attached as Annexure D herewith and forms partof this Annual Report.
12. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureMGT-9 and is attached to this Report.
13. CORPORATE GOVERNANCE
Please note that the provisions ofCORPORATE GOVERNANCE as specified in the Regulations118192021222324252627 and clauses (b) to (i) of sub- regulation (2) ofregulation 46 and para CD and E separately of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not mandatorily applicable to the "Companies having paid up capital not exceeding Rs. 10 Crores and net worth not exceedingRs. 25 Crores as on the last day of the previous financial year." As on March 31st2017 the paid up capital and net worth of the company was Rs.4.407 and Rs.20.44 Crores.
14. CEO/CFO CERTIFICATION:
A Certificate from the Managing Director and Chief Financial Officer Pursuant toRegulation 17(8) read with schedule II of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been placed before which is enclosed with the Report.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities:
d. the directors had prepared the annual accounts on a going concern basis; and
e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 149 of the Companies Act 2013 read with the rulesissued there under the Listing regulations and the Articles of Association of theCompany the Independent Director & the Managing Director of the Company are notLiable for rotation.
The Board of Directors has re-appointed Roshan P Sanghavi Managing Director of theCompany & Satish A Mehta Whole Time Director of the company subject to approval ofthe Shareholders for a period of five years w.e.f. 1st April 2018to March 31 2023.
Retire by rotation & subsequent reappointment:
In accordance with the provision of Section 152 and other applicable provisions inany of the Companies act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutorymodification(s) or enactment(s) thereof forthe time being in force) and the Articles of Association of the Company Mr. Venibhai BPurohit & Mr. Manharlal Mehta are liable to retire by rotation at the ensuing AGM andbeing eligible has offered themselves for re-appointment.
17. REPORTING OF FRAUD BY THE COMPANY:
There are no fraud reported by the auditors as required under section 143(12) of thecompanies Act 2013.
18. STATUTORY AUDITORS:
Your Company's Auditors M/s F.P & Associates Chartered Accountants Ahmedabadwere appointed for period of the term of Five years in the 30th Annual General Meetingheld on 29th September 2017.
Vide Notification dated 7th May 2018 issued by Ministry of Corporate Affairs therequirement seeking ractification of appointment of statutory Auditor by members at eachAGM has been done away with. Accordingly no such item has been considered in notice ofthe 31st AGM.
" he Auditor's Report for the Financial Year ended on March 31 2018 does notcontain any qualifications teservations or adverse mark. The Auditor's Report is enclosedwith the Financial Statements in this leport.
Pursuant to provisions of Section 143(2) of the companies act 2013 the StatutoryAuditors have not eported any incident of fraud to the Audit Committee during the yearunder review.
As regards the comments made in the Auditors' Report the Board is of the opinion thatthey are self explanatory and does not want further clarifications.
19. EXPLANATION ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS
Then; were; no qualifications reservations or adverse remarks made by the Auditors andthe practicing company secretary in their tepor:
20 SECRETARIAL AUDIT
Pursuant Ic provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remunera te n of Managerial Personnel) Rules. 2014 the company hadappointed M/s. NAHIDAKHTAR VHORA & CC Company Secretaries m practice having CP No.13187 to conduct the Secretarial Audit of the Company for tfe financial year 2()i 7-18 andto furnish his report to the Board. The Secretarial Audit forms part of this Report asAnnexure - F
21. Implementation of Indian Accounting Standards (IND AS):
The Securities Exchange Board Of India vide its circular dated 5th July 2016 hasimplemented the applicability of Indian Accounting Standards (Ind- As) in accordance withthe Companies (Indian Accounting Standard) Rules. 2015 which was notified on 16thFebruary. 2015 by Ministry of Corporate Affairs.
Pursuant to the applicability criteria of the said circulars and notifications theCompany has implemented and complied up with the Indian Accounting Standards (Ind-As) forthe accounting periods with effect from 1st April. 2017.
22. APPLICABILITY OF GST:
Pursuant to implementation of GST w.e.f. 1st July 2017 the Company has dulyregistered itslef with the Statutory authority within the prescribed time frame and hasbeen allotted GSTIN: UNIT 1. 24AAACT5741N1 Z4.UNIT 2: 09AAACT5741N1ZW which replacesExcise duty and other input taxes. As per Ind As 18 the revenue for the year ended 31stMarch 2018 is reported net of GST.
According to the requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 revenue for the year ended 31st March 2017 was reported inclusive ofexcise duty.
Cash and Cash equivalent as at March 31. 2018 was Rs. 12.92 LACS. The company continuesto focus on adjusting management of its working capital Receivable purchases and otherworking capital parameters were kept under strick check through continuous monitoring
24. FIXED DEPOSIT
The company has not invited accepted or renewed any fixed deposit from the publicduring the year.
No amount on account ot principal or interest on fixed deposit was outstanding as onthe date of Balance sheet. However the company has accepted deposit form DirectorsShareholders and relatives pursuant to Rule 2(1)(c)(xiii) of the Companies (Acceptance ofDeposits) Rules 2014.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to section 186 of the Companies Act 2013 duringthe year under review and hence the said provision is not applicable.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations. All resources areput to optimal use and adequately protected against any loss.
Internal control systems commensurate with its size and operations to ensure orderlyand efficient conduct of business while safeguarding the assets quality safetyprocurements finance and accounts and reducing and detecting error.
The Company also has appointed an external firm of Chartered Accountants to supplementthe efficient Internal Audit.
27. COST AUDITORS
The section 148 read with Companies (Audit & Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 are not applicable to theCompany Hence the Board of Directors of your company had not been appointed Cost Auditorfor obtaining Cost Compliance Report of the company for the financial year 2017-18.
28. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 made there under TheCompany has not developed and implemented the following Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
29. PARTICULARS OF EMPLOYEES:
The particulars of employees required to be furnished pursuant to section197(12) of theCompanies Act2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 forms part of this Report. Howeverthere was no employee in receipt of remuneration under this section.
30. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the Company during thefinancial year were in the ordinary course of business and on arms' length basis. There isno materially significant related party transactions entered into by the Company with itsPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All related party transactions are periodically placed before the audit committee forits approval. The Company does not have contracts or arrangements with its related partiesunder Section 188(1) of the Companies Act 2013 which are noton arms' length basis ormaterial in nature. Your Directors draw attention of the shareholders to Note No.31 of thefinancial statement which sets out related party disclosures. Annexure C.
31. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
32. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review foreign exchange earnings and outgoings flow were givenin Annexure B to this report.
33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The company has not developed a "Policy on Whistle Blower and VigilMechanism" to deal with instance fraud and mismanagement if any.
34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
A statement giving details of conservation of energy technology absorption foreignexchange earnings and out-go in accordance with the Companies (Disclosure of particularsin the Report of Board of Directors) Rules 1988 is given in Annexure ' A' to this Report.
35. PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading"and "Code of Conduct for Directors and Senior Management Personnel" forregulating the dissemination of Unpublished Price Sensitive Information and trading insecurity by insiders.
36. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:
The company has in place the "Policy on Prevention of Sexual Harassment at theworkplace" in line the requirements of The sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company had constituted InternalComplaints committee (ICC) to redress the complaints received regarding sexual harassment.During the year under review no complaints were received by the Committee for Redressal.
37. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the risk assessment andminimization procedure and review to ensure that risk is controlled. In the Board's viewthere are no material risks.
38. SIGNIFICANT AND MATERIAL ORDERS:
There were no significant and material orders passed by any Regulators or courts orTribunals during the year ended 31st March 2018 impacting the going concern status andcompany's operations in future.
39. HUMAN RESOURCE
The company considers its employees as its most valuable assets. The company focuses onbuilding an organization through induction and development of talent to meet current andfuture needs.
40. COMMITTIES OF THE BOARD:
The Board of Directors have constituted Board Committees to deal with specific areasand activities which concern the Company and requires a closer review. The BoardCommittees are formed with the approval of the Board and function under their respectiveCharters. These committees play an important role in the overall management of day-to-dayaffairs and governance of the Company. The Board Committees meet at regular intervals andtake necessary steps to perform its duties entrusted by the Board. The Minutes of theCommittee Meetings are usually placed before the Board for noting.
The Board currently has the following Committees:
A. Audit Committee.
B. Nomination & Remuneration Committee.
C. Stakeholders Relationship Committee.
41. AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with the provisions of Section177 of the companies Act 2013 read with the Rules issued thereunder and Regulations ofthe SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
MEETING AND ATTENDENCE
During the Financial Year ended 31 st March 2018 the Nomination & RemunerationCommittee met Four time in a year as follows and the requisite Quorum was present.
|1) 30.05.2017 ||2) 14.09.2017 ||3) 14.12.2017 ||4) 14.02.2018 |
42. NOMINATION & REMUNERATION COMMITTEE
The composition of the Audit Committee is in alignment with the provisions of Section178 of the companies Act 2013 read with the Rules issued there under and Regulations ofthe SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
MEETING AND ATTENDENCE
During the Financial Year ended 31st March 2018 the Nomination & RemunerationCommittee met Once in a year and the requisite Quorum was present.
Date of the Meeting: 1) 30.05.2017
43. STAKEHOLDERS RELATIONSHIP COMMITTEE
The compliance with the provisions of Section 178 of the companies Act 2013 read withthe Rules issued there under and Regulation 20 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Board has constituted StakeholdersRelationshipCommittee. The Committee is entrusted with the responsibility of addressingthe stakeholders' / investors' complaints with respect to share transfers non-receipt ofannual reports dividend payments issue of duplicate shares etc and other shareholdersrelated queries compliants etc. There was no Stakeholders Relationship Committeemeetingheld during the year.
44. LISTING STATUS OF THE COMPANY:
Your Directors are happy to inform you that the Company has received listings tradingpermission of Company's Equity Shares on BSE main trading platform from BSE Ltd. w.e.f.20th April 2018.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. They also record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company. Your Directors also acknowledges gratefully the shareholders for theirsupport and confidence reposed on your Company.
By order of the Board For Tirupati Foam Ltd.
Roshan P Sanghavi