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Tirupati Foam Ltd.

BSE: 540904 Sector: Industrials
NSE: N.A. ISIN Code: INE115G01015
BSE 00:00 | 17 Mar 58.94 0
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NSE 05:30 | 01 Jan Tirupati Foam Ltd
OPEN 58.94
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VOLUME 1
52-Week high 110.00
52-Week low 58.94
P/E 10.06
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.94
CLOSE 58.94
VOLUME 1
52-Week high 110.00
52-Week low 58.94
P/E 10.06
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tirupati Foam Ltd. (TIRUPATIFOAM) - Director Report

Company director report

To The Members

TIRUPATI FOAM LTD

Your Directors have pleasure in submitting their Thirty Fifth AnnualReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2022

1. FINANCIAL RESULTS

The Company's financial performance for the year under reviewalong with previous year's figures is given hereunder:

(Rs. In Lakhs)

Particulars 2021-2022 2020-2021
Total Revenue including other income 10294.28 7366.92
Profit before financial cost depreciation and taxation 928.26 779.65
Less: Financial Cost (444.65) (470.80)
Less : Depreciation (230.09) (153.62)
Profit Before Tax & Exceptional Items 253.52 155.23
Less: Exceptional Items - -
Less: Provision of taxation
Current Tax (Net) 48.65 41.27
Deferred Tax 22.26 5.13
Earlier year income tax - -
Profit for the year 182.62 108.83
Other Comprehensive Income 1.65 1.48
Total Comprehensive Income for the year 184.26 110.31

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company was able to achieve Sales including other income of Rs.10294.28 Lacs as compared to Rs. 7366.92 Lacs for the Previous Year. The Profit beforefinancial cost Tax and Depreciation was Rs. 230.09 Lacs for period under review ascompared to Rs. 779.65 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxationstood at Rs.182.62 Lacs as against Rs. 108.83 Lacs for the previous year.

During the year company has incurred total Capital Expenditure ofRs.528.42 Lacs. (Both tangible and Intangible).

3. Changes In the Nature of Business:

There has been no change in the nature of Business of the companyduring the year under review.

4. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs.4 4070000/-.During the year under review the company has neither issued any shares with differentialvoting rights nor granted any stock Option nor any sweat Equity Shares.

5. DIVIDEND

Your Directors has recommend Dividend @ 10% i.e Rs. 0.10 /- per shareon 4407000 Equity Shares of the company for the Year ending 31st March 2022.

6. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCTIONAND PROTECTION FUND TRANSFER OF UNCLAIMED DIVIDEND

The due date to be transfer the amount of unpaid and unclaimed dividendfor the Financial Year 2014-15 to Investor Education and Protection Fund (IEPF) as per theprovisions of Section 125 of the Companies Act 2013 is due is 5th November2022. The unpaid and unclaimed dividend of the financial year 2013-14 was alreadytransferred in FY 2021-2022.

TRANSFER OF SHARES

As per the provisions of section 124(6) of the Companies Act 2013 andthe Investors Education and Protection Fund Authority (Accounting Auditing Transfer andRefund) Rules 2016 which have came into force from 7th September 2016 thedividend which was not en cashed or claimed for seven consecutive years or more then suchSHARES are to be transferred to IEPF.

Hence as per the above provisions your company has already transferredshares for the unpaid and unclaimed dividend for the FY 2009-10 till 2013-14 on which thedividend are not claimed as per the above mentioned provisions. Further company is underprocess to transfer shares for the FY 2014-15 whose due date to of transfer is 5thNovember 2022. We have already intimated to all those shareholders whose shares wereliable to be transferred to IEPF VIDE LETTER DATED 21ST July 2022 and alsonews paper advertisement was given dated: 22nd July 2022.

The details whose name appears in the list to transfer shares can beverified on the Company's Website www.tirupatifoam.com.

7. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board had adopteda formal mechanism for evaluating its own performance and as well as that of its committeeand individual Directors including the chairperson of the Board.

The Exercise was carried out through a structured evaluation processcovering the various aspects of the Board's functioning such as composition of board& committees experience & competencies performance of specific duties &obligations governance issues etc.

The evaluation of the Independent Directors was carried out by Boardexcept the independent Director being evaluated and the chairperson and the NonIndependent Directors were carried out by the independent Directors.

8. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of directors Key Managerial Personnel and Senior Managementof the Company. This policy also lays down criteria for selection and appointment of theboard members KMP & senior Management. Enclosed as Annexure F

9. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Draft Annual Return of theCompany is available on the website of the Company at www.tirupatifoam.com/investor/othercorporate announcements/ annual return extracts/2020-2021

10. CORPORATE GOVERNANCE

We ensure that we evolve and follow the corporate governance guidelinesand best practices. We consider it our inherent responsibility to disclose timely andaccurate information regarding our financial and operational performance. We are attachingherewith a separate report on Corporate Governance along with Compliance CertificateIssued by Statutory Auditor in this annual report marked as “Annexure-E” to theDirector's Report.

11. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report in format MR 3 for the FY2021-2022 was enclosed as Annexure "I" to the Board Report.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement: a. in the preparation ofthe annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures;

b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and loss of the company for that period;

c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d. the directors had prepared the annual accounts on a going concernbasis; and

e. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of the Board:

Your company believes that our Board needs to have an appropriate mixof Executive Non-executive and Independent Directors to maintain its independence andseparate its functions of governance and management. As on 31st March 2022 our boardcomprised of Fourteen Directors Four Non- Executive Directors Seven Independent andNon-Executive Directors and Three Executive Directors and none of the directors aredisqualified under section 164 of the Companies Act 2013.

The detailed composition is described under Corporate Governance Reportas annexed with the Directors Report.

Change/Appointment/Re-appointment of Directors/ KMP

In accordance with the provisions of the Companies Act 2013 and rulesmade thereunder and pursuant to the Article of Association of the Company MR. MUKESH BSHAH (Din: 01711956) Non- Executive Directors of the company retires by rotation at theensuing 35th Annual General Meeting and being eligible offers themselves forre-appointment to the Board as Directors of the Company.

MR. VIRAL S MEHTA (DIN: 00834903) and MR. PARESHBHAI D KOTHARI (DIN:09280965) who were appointed as Independent Director and whose term expired at 35thAnnual General Meeting of the company and being eligible offers himself to be re-appointedas Director of the company. Hence recommended to the members.

Profile and other information of the aforesaid Director as requiredunder Regulation 36 of SEBI ( Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Notice convening the 35th Annual General Meeting.

The above proposal for reappointment forms part of the Notice of the34th Annual General Meeting and the relevant resolution is recommended for your approvaltherein.

Board Evaluation

A formal evaluation mechanism is in place for evaluation theperformance of the Board committees thereof individual directors and the Chairman of theBoard. The evaluation of board is carried out annually as per the provisions of theCompanies Act 2013 rules thereof and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Performance evaluation of each Director is based on thecriteria as laid down from time to time by the Nomination and Remuneration Committee.Criteria for performance evaluation includes aspects such as attendance for the meetingsparticipation and independence during the meetings interaction with Management Role andaccountability to the Board knowledge and proficiency and any other factors as may bedecided by the Nomination and Remuneration Committee. Further performance evaluation ofan Executive Director is done based on business achievements of the company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The full description has been disclosed in Corporate Governance Reportas Annexure E.

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the independentDirectors of the Company conforming that they meet the criteria of independence asprescribed under section 149(6)& (7) of Companies Act 2013.

The detailed criteria for their appointment has been formulated anduploaded at the company's website at https://tirupatifoam.com//Investors// Criteriafor appointment of Independent directors

15. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) & Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Management discussion andanalysis on the business and operations of the company is attached as Annexure D herewithand forms part of this Annual Report.

16. STATUTORY AUDITORS:

Your directors have recommended the re-appointment of M/s F.P &Associates Chartered Accountants Ahmedabad who were appointed for period of the term ofFive years in the 30th Annual General Meeting held on 29thSeptember 2017. The same being eligible seeks their reappointment for another term offive years.

AUDITORS REPORT:

- The Auditor's Report for the Financial Year ended onMarch 31 2022 does not contain any qualifications reservations or adverse mark. TheAuditor's Report is enclosed with the Financial Statements in this report.

- Pursuant to provisions of Section 143(2) of the companies act2013 the Statutory Auditors have not reported any incident of fraud to the Audit Committeeduring the year under review.

- As regards the comments made in the Auditors' Report theBoard is of the opinion that they are self explanatory and does not want furtherclarifications.

17. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany had appointed M/s. NAHIDAKHTAR VHORA & CO. Company Secretaries in practicehaving CP No. 13187 to conduct the Secretarial Audit of the Company for the financial year2021-2022 and to furnish his report to the Board. The Secretarial Audit forms part of thisReport as Annexure I

18. FINANCE:

Cash and Cash equivalent as at March 31 2022 was Rs.222.85 LACS. Thecompany continues to focus on adjusting management of its working capital Receivablepurchases and other working capital parameters were kept under strict check throughcontinuous monitoring.

19. REPORTING OF FRAUD BY THE COMPANY:

There are no fraud reported by the auditors as required under section143(12) of the companies Act 2013.

20. FIXED DEPOSIT

The company has not invited accepted or renewed any fixed deposit fromthe public during the year.

No amount on account of principal or interest on fixed deposit wasoutstanding as on the date of Balance sheet. However the company has accepted deposit formDirectors Shareholders and relatives pursuant to Rule 2(1)(c)(xiii) of the Companies(Acceptance of Deposits) Rules 2014.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013

The Company has not provided any loan to any person or body corporateor given any guarantee or provided security in connection with such loan or made anyinvestment in the securities of anybody corporate pursuant to section 186 of the CompaniesAct 2013 during the year under review and hence the said provision is not applicable.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial controlsystems to ensure reliable financial reporting and compliance with laws and regulations.All resources are put to optimal use and adequately protected against any loss. Internalcontrol systems commensurate with its size and operations to ensure orderly and efficientconduct of business while safeguarding the assets quality safety procurements financeand accounts and reducing and detecting error.

The Company also has appointed an external firm of CharteredAccountants to supplement the efficient Internal Audit.

23. COST AUDITORS

The section 148 read with Companies (Audit & Auditors) Rules 2014and other applicable provisions if any of the Companies Act 2013 are not applicable tothe Company for the FY 2021- 2022. Hence the Board of Directors of your company had notbeen appointed Cost Auditor for obtaining Cost Compliance Report of the company for thefinancial year 2021-2022.

However the same will be applicable from next FY 2022-2023. In the viewof same company have appointed M/S BR & Associates to conduct cost audit and obtainCost Compliance Report for the FY 2022-2023.

24. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 made thereunder The Company has not developed and implemented the following Corporate SocialResponsibility initiatives as the said provisions are not applicable.

25. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant tosection197(12) of the Companies Act 2013 read with sub rules 2 and 3 of Rule 5 of theCompanies (Appointment and Remuneration of Managerial personnel) Rules 2014 is enclosedas annexure H.

26. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Companyduring the financial year were in the ordinary course of business and on arms' lengthbasis. There is no materially significant related party transactions entered into by theCompany with its Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.

All related party transactions are periodically placed before the auditcommittee for its approval. The Company does not have contracts or arrangements with itsrelated parties under Section 188(1) of the Companies Act 2013 which are not onarms' length basis or material in nature. Your Directors draw attention of theshareholders to Note No.31 of the financial statement which sets out related partydisclosures. Annexure C.

27. DETAILS OF REMUNERATION OF DIRECTORS KMPs AND EMPLOYEES:

The information required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure F to this report.

The statement containing particulars of employees as required undersection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. Interms of Section 136 of the Companies Act 2013 the Report and accounts are being sent tothe members and others entitled thereto excluding the information on employee'sparticulars which is available for inspection by members at the registered office of theCompany during business hours on working days of the Company. If any member is interestedin obtaining a copy of the same such member may write to the Company Secretary in thisregard.

28. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or AssociateCompany.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour. Towards this end in accordance with theprovisions of the Act and Regulation 22 of the SEBI (LODR) Regulations the Company hasimplemented a Whistle Blower Policy with a view to provide a mechanism for employees andDirectors of the Company to approach the Ethics Committee or Chairman of the AuditCommittee of the Company to report instances of violations of laws rules and regulationsunethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. The vigil mechanism also provides adequate safeguards againstvictimisation of persons who use such mechanisms and also to ensure direct access to theEthics Committee or Chairman of the Audit Committee in appropriate or exceptional cases.No personnel have been denied access to the Audit Committee if he/she wished to lodge acomplaint under the Whistle Blower Policy.

In compliance with the SEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018 (“Amendment Regulations”) Company has amended itsWhistle Blower Policy to enable employees to report instances of leak of unpublished pricesensitive information.

The company has developed a “Policy on Whistle Blower and VigilMechanism” to deal with instance fraud and mismanagement and same has been updatedin the company's website "www.tirupatifoam.com."

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m)of the Companies Act 2013 in respect of conservation of energy and technology absorptionhave been furnished in Annexure ‘ A' to this Report.

31. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review foreign exchange earnings and outgoingsflow were given in Annexure B to this report.

32. PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition ofinsider trading “and “Code of Conduct for Directors and Senior ManagementPersonnel” for regulating the dissemination of Unpublished Price SensitiveInformation and trading in security by insiders.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the “Policy on Prevention of SexualHarassment at the workplace” in line the requirements of the sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company hadconstituted Internal Complaints committee (ICC) to redress the complaints receivedregarding sexual harassment. During the year under review no complaints were received bythe Committee for Redressal.

34. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the riskassessment and minimization procedure and review to ensure that risk is controlled. In theBoard's view there are no material risks.

35. COMMITTIES OF THE BOARD

The Board of Directors has constituted Board Committees to deal withspecific areas and activities which concern the Company and requires a closer review. TheBoard Committees are formed with the approval of the Board and function under theirrespective Charters. These committees play an important role in the overall management ofday-to-day affairs and governance of the Company. The Board Committees meet at regularintervals and take necessary steps to perform its duties entrusted by the Board. TheMinutes of the Committee Meetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee. C. StakeholdersRelationship Committee.

A) Audit Committee:

The Company has constituted an Audit Committee in terms of therequirements of the Act and Regulation 18 of the Listing Regulations. The detailed detailsof the same are disclosed in the Corporate Governance Report.

B) Nomination and Remuneration Committee (“NRC”)

The composition of the Audit Committee is in alignment with theprovisions of Section 178 of the companies Act 2013 read with the Rules issued thereunder and Regulation19 of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. The detailed details of the same are disclosed in the CorporateGovernance Report.

C) Stakeholders Relationship committee:

The compliance with the provisions of Section 178 of the companies Act2013 read with the Rules issued there under and Regulation 20 of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the Board has constitutedStakeholders Relationship Committee. The Committee is entrusted with the responsibility ofaddressing the stakeholders' / investors' complaints with respect to sharetransfers non-receipt of annual reports dividend payments issue of duplicate sharesetc and other shareholders related queries complaints etc. The detailed details of thesame are disclosed in the Corporate Governance Report.

36. CERTIFICATION FROM MANAGING DIRECTOR AND CFO:

A Certificate from the Managing Director and Chief Financial OfficerPursuant to Regulation 17(8) read with schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has been placed before which is enclosed withthe Report. Annexure G.

37. HUMAN RESOURCE

The company considers its employees as its most valuable assets. Thecompany focuses on building an organization through induction and development of talent tomeet current and future needs.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/COURTS/TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS INFUTURE:

There are no significant and material orders passed by theRegulators/Courts/Tribunals which would impact the going concern status of the Company andits future operations.

39. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as per Regulation 34(2) of the SEBI(LODR) Regulations 2015 is not applicable to the Company as the Company does not fallunder top 500 listed Companies on the basis of market capitalization.

40. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 top 500 listed entities based on marketcapitalization are required to formulate a Dividend Distribution Policy. Accordingly yourCompany is not required to formulate the Dividend Distribution Policy.

41. DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3)READ WITH SCHEDULE V (D) OF THE SEBI (LODR) 2015

Pursuant to Schedule V (D) read with Regulation 34(3) of the ListingRegulations the Board of Director and its Senior Management have given declarationregarding compliance with the Code of Conduct which is annexed with the Board Report asAnnexure I.

42. LISTING FEES/ ANNUAL CSTODY FEES:

Your company has already paid Annual Custody Fees for the financialyear 2021-2022 of Bombay Stock Exchange Central Depository Securities Limited NationalSecurities Depository Limited.

43. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. They alsorecord their appreciation of the devoted services rendered by the Executives StaffMembers and Workers of the Company. Your Directors also acknowledges gratefully theshareholders for their support and confidence reposed on your Company.

Date: 22.08.2022 On behalf of the Board of Directors
Place: Ahmedabad
Roshan P. Sanghavi
(DIN: 01006989)
(Managing Director)

.