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Tirupati Forge Ltd.

BSE: 535021 Sector: Engineering
NSE: TIRUPATIFL ISIN Code: INE319Y01016
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Tirupati Forge Ltd. (TIRUPATIFL) - Director Report

Company director report

Dear Share Holders TIRUPATI FORGE LIMITED

Your Directors have pleasure in presenting 8th Annual Report along with theAudited Standalone Financial Statements for the year ended on March 312020.

The Financials of the Company for the year ended on March 31 2020 is summarized asunder :

1. Revenue from Operations 276137151 418391640
2. Other Income 3557458 2549145
3. Total Revenue 279694609 420940785
4 Cost of Materials Consumed 151609798 221480944
5. Purchase of Stock in Trade 7999993 34472691
Changes in inventories
Work in Progress & By Product -3229617 -7211416
Finished Goods -1375864 1733889
6. Employees Benefit Expenses 20817070 17132863
7. Finance Costs 5034977 4313416
8. Depreciation and Amortization Expenses 18175168 10239883
9. Other Expenses 76826153 80245900
10. Total Expenses 275857676 362408169
11. Profit Before Tax 3836933 58532616
12. Tax Expenses
Current Tax 855380 14860005
Deferred Tax 239000 1778700
13. Total Tax Expenses 1094380 16638705
14. Profit After Tax 2742553 41893911
15. Earnings Per Share (EPS) 0.27 4.33

The Highlights of Company's performance for the year ended on March 31 2020

? Total Revenue from Operations decreased from Rs. 420940785/- of previous F.Y2018-19 to Rs. 279694609/- of the reporting financial year. Which is 33.55% less incompare to the last finanial year.

? Total Expenses has decreased from Rs. 362408169/- of previous financial year to Rs.275857676/- of the reporting financial year.

? Profit before exceptional & extra-ordinary items and tax decreased from Rs.58532616/- of previous F.Y. 2018-19 to Rs. 3836933/- of the reporting financial year.

? Net Profit also decreased from Rs. 41893911/- of previous F.Y. 2018-19 to Rs.2742553/- of the reporting financial year.

? Earnings per Share (EPS) for the F.Y. 2019-20 is Rs. 0.27/- as compared to Rs. 4.33/-of F.Y. 2018-19.

Your directors are delighted to share their consciousness in terms of FinancialPerformance of the Company. From the highlights of the financial results it can be seenthat Company is performing in standard way to retain the profitability of the Company.Your directors have made efforts for minimization of Cost. Your directors are incontinuous endeavor to increase the profitability and growth of the Company.

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company

With a view to plough back of profits and using Net Profit for liquidity purpose andday-to-day operational activities your Board of Directors does not recommend any dividendfor the F.Y. 2019-20.

During the year under review The Bonus Equity Shares were issued by the Company to itsExisting Shareholder. The Board of the Company has approved the issue of Bonus Shares inthe ratio of 6:10 (i.e. Six Equity shares for Every Ten Equity Shares) on August 20 2019and the same was approved by the Shareholders of the Company on September 20 2019 attheir Annual General Meeting. Subsequently the Company has allotted Bonus Equity Sharesto its Exisiting Shareholders as on October 06 2019. Equity Share capital of the Companywas increased by 3588000 Equity Shares. The Bonus Equity Shares was also reserved forWarrants holders of the Company whose warrants were pending to be converted into EquityShares of the Company. One of the Warrants holders has converted his Warrants into EquityShares on November 12 2019 and Bonus shares in the same proportion were allotted to them.However reservation for Bonus Equity Shares is still in effect for the warrants which arestill pending to be converted into Equity Shares.

During the year under review there were no instances incurred pursuant to whichCompany would require to transfer any amount to Investor Education anf Protection Fund.Hence no reporting under this is required.

The Board of Directors of your company has decided tokeep the credit balance of profitand loss account to the suprlus account. No amount has been transferred to ReserveAccount.

The Company has no Holding Subsidiary and Associate Company.

The Covid-19 pandemic has severely disrupted business operations due to nation-widelockdown and other emergency measures imposed by the Central & State Government. Theoperations of the Company were shut for the period of almost 2 months which has affectedthe financial position of the company. Later on the Company has continued its operationsin a phased manner in line with the directives from Central & State Government andlocal authorities. However the market is going to be volatile until the time thesituation becomes normal.

Furthermore the Company has listed its securities on Emerge Platform (SME Platform) ofNational Stock Exchange of India Limited since October 2017. On successful completion of 2years on Emerge Platform the Company has applied to the Exchange for migration of itssecurities to the main board of the Exchange. On a pleasing note the security of theCompany is migrated to Main Board of the Exchange for free trading w.e.f. August 04 2020.

Apart from this there are no material changes and commitments affecting the financialposition of the Company have occurred between the ends of financial year of the Companyi.e. March 31 2019 to the date of this Report.

 

Authorised Capital & Paid Up Capital :

During the year under review the Authorised Share Capital was increased from Rs.70000000 to Rs. 115000000 w.e.f September 20 2019.

Subsequently The Shareholders of the Company has provided approval to issue of BonusShares at their Annual General Meeting held on September 20 2019. On October 06 2020the company has allotted Bonus Equity Shares to its Existing Shareholders of the Companyin the ratio of 6:10 which is resulted into increase in paid up capital of the Companyfrom Rs. 59800000 to Rs. 95680000 divided into 9568000 Equity shares.

Furthermore on November 19 2019 Paid up Capital of the Company was increased fromRs. 95680000 to Rs. 10320000 due to conversion of warrants into Equity Shares of theCompany and subsequent issue to Bonus Equity Shares upon conversion of warrants in theratio of 6:10.

The further details of warrants issued allotted and converted into Equity Shares aregiven under the heading Issue of Warrants.

Furthermore during the year under review the Company has not come up with any Rightissue Issue of Employee Stock Options Issue of Sweat Equity Shares Issue of Debenturesissue of Bonds etc.

 

ISSUE OF WARRANTS :

There was issue of Convertible warrants during the financial year under review. onApril 08 2019 Company had issued 1188000 Convertible warrants on Preferential basis toNon-promoters of the Company. Further details of issue of Convertible Warrants are asunder:

1. Date of allotment of warrants April 08 2019
2 Number of warrants 1188000
3 Whether the issue of warrants was by way of preferential allotment private placement public issue The warrants were issued by way of preferential allotment to Non-Promoters of the Company
4 Issue price Rs. 45 (Face value of Rs. 10 each and Premium of Rs. 35)
5 Maturity date 09.10.2020 i.e. 18 months from the Date of Allotment
6 Amount raised specifically stating as to whether 25% of the consideration has been collected upfront from the holders of the warrants On first instance Company has collected Rs. 17828000/- from the warrants holders which is more than 25% of the amount of the issue. Later on the Company has collected Rs. 15832000/- in different instances from different warrant holders.
7 Terms and conditions of warrants including conversion terms. The warrants were issued with rights to convert into Equity Shares of the Company upon payment of remaining amount within 18 months from the date of of allotment of the Warrants.
8 No. of warrants converted into Equity Shares of the Company till the date of this report 618000 Warrants were converted into 618000 Equity Shares of the Company upon receipt of remaining amount from the respective warrant holders and reserved Bonus Equity Shares were also issued to Warrant holders upon conversion of their warrants into Equity Shares.

During the year under review Credit rating is not applicable to the company.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31 2020 the Board comprised of 6 (Six) Directors details of which aretabled below:

Sr. No. Name of persons Designation Directors Identification Number (DIN)
1. Mr. Hiteshkumar G. Thummar Chairman & Managing Director 02112952
2. Mr. Bhavesh T. Barsiya Whole Time Director 05332180
3. Mrs. Darshna H. Thummar Non Executive & Non Independent Director 07869257
4. Mr. Ramesh M. Patel Non Executive & Independent Director 02738359
5. Mr. Sachin P. Ravani Non Executive & Independent Director 07874835
6. Mr. Anand Mohan Shrivastava Non Executive & Independent Director 08684010

During the year there was a change in composition of Board following the resignationof Mr. Ajay V. Sardhara (DIN: 06386557) Whole Time Director w.e.f. 14th February 2020resigned due to his other occupation. Mr. Bhavesh T. Barsiya (DIN: 05332180) was appointedas a Whole Time Director of the Company w.e.f. 14th February 2020. Furthermore Mr. AnandMohan Shrivastava (DIN: 08684010) was appointed as an Independent Director w.e.f 14thFebruary 2020.

As on 31st March 2020 there was no disqualification of any Director pursuant toSection 164 (2) of the Companies Act 2013.

In accordance with the provisions of Companies Act 2013 and as per Articles ofAssociation of the Company Mr. Hiteshkumar G. Thummar (DIN: 02112952) is liable to retireby rotation at the ensuing 8th Annual General Meeting of the Company and being eligibleoffer himself for re-appointment and the Board recommends his reappointment. The detailedinformation of the director being appointed is provided as an Annexure-I.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of the independence as prescribed both undersection 149(6) of the Companies Act 2013 and under Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements)Regulations 2015. In accordance with theprovisions of the Companies Act 2013 none of the Independent Directors is liable toretire by rotation.

The required information of the Directors being re-appointed pursuant to theprovisions of the Listing Regulations forms part of the Annual Report.

As on March 31 2020 the Key Managerial Personnel of the Company were Mr. HiteshkumarG. Thummar (DIN: 02112952) Managing Director Mr. Bhavesh T. Barasiya (DIN: 05332180)Whole Time Director Mr. Atul Natu (Chief Financial Officer) and Ms. Jalpa Doshi (CompanySecretary and Compliance officer).

During the year under review CS Jalpa N. Doshi (ICSI Membership No.: A54465) wasappointed as a Company Secretary and Compliance Officer of the Company at Meeting of Boardof Directors with effect from April 22 2019.

 

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

During the financial year under review Total 16 meetings of Board of Directors of theCompany were held details of which are given as under.

The maximum time-gap between any two consecutive meetings did not exceed 120 days.

Sr. No. Date of Meeting No. of Directors who attended Meeting
1. 08-Apr-19 6
2. 22-Apr-19 5
3. 10-May-19 6
4. 16-May-19 4
5. 18-May-19 4
6. 01-June-19 4
7. 10-June-19 5
8. 31-Jul-19 6
9. 20-Aug-19 6
10. 20-Se pt-19 6
11. 06-Oct-19 5
12. 12-Nov-19 6
13. 19-Nov-19 6
14. 30-Jan-20 5
15. 14-Feb-20 6
16. 06-Mar-20 5

The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed both under section149(6) of the Companies Act 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligationsand Disclosure Requirements)Regulations 2015.

The Board of Directors in line with the provisions of the Act has formed followingCommittees:

a. Audit Committee

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. Audit Committee meeting is generally held for recommending thehalf-yearly and yearly financial result and for approval of related Party Transactions ifany. The Board has accepted recommendations of Audit Committee wherever/whenever given.Chief Financial Officer of the Company is a regular invitee at the Meeting.

The other details with respect to committee composition and meetings are as follow:

Composition of Audit Committee
1. Mr. Ramesh M. Patel Chairman
2. Mrs. Darshna H. Thurr mar Member
3. Mr. Sachin P. Ravani Member
Sr. No. Date of Meeting Total No. of Directors in the committee No. of Directors who attended Meeting
1. 10-May-19 3 3
2. 20-Aug-19 3 3
3. 12-Nov-19 3 3
4. 06-Mar-20 3 3

b. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee Meetings are generally held responsible for identifying the persons who arequalified to become Directors their remuneration and appointment of personnel at seniorlevel management and their removal. The other details with respect to committeecomposition and meetings are as follow:

Composition of Nomination & Remuneration Committee
1. Mr. Sachin P. Ravani Chairman
2. Mrs. Darshna H. Thurr mar Member
3. Mr. Ramesh M. Patel Member
Sr. No. Date of Meeting Total No. of Directors in the committee No. of Directors who attended Meeting
1. 22-Apr-19 3 3
2. 31-Jul-19 3 3
3. 20-Aug-19 3 3
4. 14-Feb-20 3 3
5. 06-Mar-20 3 3

c. Stakeholders' Relationship Committee

The Company has constituted Stakeholder's Relationship Committee mainly to focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. During the year under review there was no such incident occurred. TheCommittee was met for 1 time during the financial year 2019-20. The other details withrespect to committee composition and meetings are given as follows.

Composition of Stakeholders' Relationship Committee
1. Mr. Sachin P. Ravani Chairman
2. Mrs. Darshna H. Thuir mar Member
3. Mr. Ramesh M. Patel Member
Sr. No. Date of Meeting Total No. of Directors in the committee No. of Directors who attended Meeting
1. 06-Mar-20 3 3

d. Complaints Committee for Sexual Harassment Complaints Redressal

To foster a positive workplace environment free from harassment of any nature we haveconstituted a Complaints Committee for Sexual Harassment Complaints Redressal throughwhich we address complaints of sexual harassment at the all workplaces of the Company. TheComplaints Committee is responsible for investigating every formal written complaint ofsexual harassment taking appropriate remedial measures to respond to any substantiatedallegations of sexual harassment and Discouraging & preventing employment - relatedsexual harassment. In conclusion the Company reiterates its commitment of providing itsemployees a workplace free from harassment / discrimination and where every employee istreated with dignity and respect. The other details with respect to committee compositionare as follows

Composition of Complaints Committee for Sexual Harassment Complaints Redressal
1. Mrs. Darshna H. Thummar Chairman
2. Mr. Hitesh G. Thummar Member
3. Mr. Bhavesh Barsiya Member

During the year under review there were no incidences of sexual harassment reportedand therefore no committee meeting held during the year.

e. Corporate Social Responsibility Committee:

Pursuant to Section 135 of the Companies (Amendment) Act 2017 every Company havingNet worth of Rs. 500 Crore or more OR Turnover of Rs. 1000 Crore or more OR Net Profit ofRs. 5 Crore or more during the immediately preceding financial year (F.Y. 2018-19) shallconstitute Corporate Social Responsibility (CSR).

In accordance with the provisions of the Companies Act 2013 the Board has constituteda Corporate Social Responsibility ("CSR") Committee. The composition of the CSRCommittee is provided below. The policy is available on the website of the Company;

During the financial year 2019-20 the Corporate Social Responsibility (CSR)expenditure incurred by the Company was Rs. 322000/-. The annual report on CSRactivities undertaken during the financial year 2019-20 is in accordance with theprovisions of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014 and is appended as Annexure-II to this Report. During the yearthe Company had successfully completed its CSR obligation.

Composition of CSR Committee
1. Mr. Hitesh G. Thummar Chairman
2. Mr. Bhavesh Barsiya Member
3. Mr. Sachin P. Ravani Member
Sr. No. Date of Meeting Total No. of Directors in the committee No. of Directors who attended Meeting
1. 12-Nov-19 3 3
2. 14-Feb-20 3 3

Company has formulated Nomination and Remuneration Policy in compliance with Section178 of the Companies Act 2013 to assist in the matters relating to Appointment ofDirectors payment of Managerial Remuneration Director's Remuneration theirqualifications positive attributes independence of Directors appointment andremuneration of Key Managerial personnel and other related matters. The salient featuresof the Policy are described below and the said policy is also placed on the website of theCompany.

http://www.tirupatiforge.com/file/Nomination%20and%20Remuneration%20Committee_tirupati.pdf

a) Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

1. The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.

2. A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment.

3. In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable the Board to discharge its function and duties effectively.

b) Policy on remuneration of Directors KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance ofDirectors KMP and Senior Management Personnel vis-a-vis the Company. The Company'sphilosophy is to align them with adequate compensation so that the compensation is used asa strategic tool that helps us to attract retain and motivate highly talented individualswho are committed to the core value of the Company. The Company follows mixed pay offixed benefits and performance based variable pay. The Company pays remuneration by wayof salary benefits perquisites and allowance. The remuneration and sitting fees paid bythe Company are within the salary scale approved by the Board and Shareholders.

The details of remuneration paid during the financial year 2018-19 to the Directors ofthe Company is provided in notes forming part of Financial Statements which is the part ofthis Directors' Report.

ANNUAL EVALUATION OF DIRECTORS BOARD AND COMMITTEE PERFORMANCE

The Board of Directors understands the requirements of an effective Board Evaluationprocess and accordingly conducts the Performance Evaluation every year in respect of thefollowing:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

The key objectives of conducting the Board Evaluation process were to ensure that theBoard and various Committees of the Board that they have been functioning collectively toachieve common business goals of the Company. Similarly the key objectives of conductingperformance evaluation of the Directors through individual assessment were to ascertain ifthe Directors actively participate in the Board/Committee Meetings and contribute toachieve the common business goals of the Company.

Separate meeting of Independent Directors was held to evaluate the performance ofnonindependent Directors performance of the board as a whole and performance of theChairman taking into account the views of Executive Directors and Non-Executive Director.The same was discussed in the Board Meeting that followed the meeting of the independentdirectors at which the performance of the Board its Committee sand Individual Directorswas also discussed. Performance evaluation of Independent Directors was done by the entireboard excluding the independent director being evaluated.

Information pursuant to Section 134(3)(q) and Section 197 (12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 for the year ended March 31 2020 and forming part of the Directors' Report for thesaid financial year is provided in "Annexure -III"

The Company has no employee who is in receipt of remuneration of Rs. 850000/- permonth or Rs. 10200000/- per annum and hence the Company is not required to giveinformation under sub Rule 2 and 3 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsstate that:

a. in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed and there were no materialdepartures;

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 as at 31st March 2020 and of the profitof 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

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.

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and the Board. The Company maintains a system of internal controlsdesigned to provide reasonable assurance regarding:

• Effectiveness and efficiency of operations.

• Adequacy of safeguards for assets.

• Reliability of financial controls.

• Compliance with applicable laws and regulations.

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

During the year under review the Company has not accepted deposits within the meaningof Section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

The Company during the year under review have not given loans or made investments orgiven guarantees or provided securities directly or indirectly to any person or bodycorporate pursuant to the provisions of Section 186 of Companies Act 2013. Further ithas not acquired by way of subscription purchase or otherwise the securities of anyother body corporate and thus disclosures under Section 186 are not required to be made.

The Company has not advanced any loan to any of its Directors or any other person inwhom the Director is interested or given any guarantee or provided any security inconnection with any loan taken by him/her in terms of Section 185 of the Companies Act2013.

During the year under review Company had entered into transaction with some relatedparty. The details of the transaction are provided in attached Annexure IV.

Moreover The Related Party Transactions Policy as approved by the Board of Directorshas been uploaded on the website of the Company at http://www.tirupatiforge.com/file/related-party-policy.pdf. Members are requested to refer to Note no. 34 & 35 to the financial statement whichsets out related party disclosures for the year under review.

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of Companies (Accounts) Rules 2014 are as stated below:

A. Conservation of Energy-

1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day to day power consumption in aneffort to save energy. The Company ensures optimal use of energy with minimum extent ofwastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

The Company has not taken any step for utilizing alternate source of energy.

3. Capital Investment on energy conservation equipment:

During the year under review the Company has not made any capital investment on energyconservation equipment

B. Technology Absorption-

1. The efforts made towards technology absorption;

The Company has not made any special effort towards technology absorption. Howevercompany always prepared for update its factory for new technology.

2. The benefits derived like product improvement cost reduction product developmentor import substitution: Not applicable

3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year: Not applicable

4. The details of technology imported: Not applicable

5. The year of import : Not Applicable

6. Whether the technology been fully absorbed: Not applicable

7. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not applicable

8. The expenditure incurred on Research and Development- Not applicable

C. Foreign exchange earnings and Outgo-

1. Activities relating to export:

The Company is engaged in exporting its forging product to various countries like USACanada Malaysia Morocco Brazil etc.

2. Initiative taken to increase exports: The Company is making continue effort forincrease its exports.

3. Development of new export market for product & services: NA

4. Export Plan: To explore new business opportunities and special attention to expandour business.

5. Details for Foreign Exchange Earnings & outgo

Particulars F.Y. 2019-20 F.Y. 2018-19
Foreign Exchange Earnings (in Rs.) 117090625 202129360
Foreign Exchange Outgo (in Rs.) 6800095 1974995

The Company is exposed to various potential risks like Economical Risk ComplianceRisk Operational Risk Environmental Risk and Financial Risk. Senior management regularlyand systematically reviews the key risk areas. They also provide input to mitigate therisk. The Risk Management Policy has been placed on the website of the Company at http://www.tirupatiforge.com/policies.

The Vigil Mechanism Policy aims to provide a channel to the Directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the Code of Conduct or policy. The mechanism provides for adequate safeguards againstvictimization of Directors and Employees and ensures that the activities of the Companyand its employees are conducted in a fair and transparent manner by adoption of higheststandards of professionalism honesty integrity and ethical behavior. A copy of thePolicy is available on the website of the Company and may be accessed through the web linkat following link:

 

http://www.tirupatiforge.com/file/Vigil%20Mechanism whistle%20Blower Tirupati.pdf .

There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as "AnnexureV" and forms an Integral part of the Report.

This will be also available on Company's website athttp://www.tirupatiforge.com/financials.

 

STATUTORY AUDITORS

Maharishi & Co. Chartered Accountants [ICAI Firm Registration No. 124872W] wereappointed as Statutory Auditors of the Company for the period of 3 years by the membersat the Annual General Meeting of the Company held on September 20 2019 to hold officefrom the conclusion of this Annual General Meeting until the conclusion of the AnnualGeneral Meeting of the Company to be held in the year 2022 as per the provisions ofSection 139 of the Companies Act 2013.

The Statutory Auditor has confirmed their eligibility and submitted the certificate inwriting that they are not disqualified to hold the office of the statutory auditor.

The Statutory Auditors Maharishi & Co. Chartered Accountants [ICAI FirmRegistration No. 124872W] have issued their reports on Financial Statements for the yearended March 31 2020. There are no adverse remarks or qualifications in the said report.The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do notcall for any further comments.

 

SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Companies Act 2013 read with Rules madethereunder the Company has appointed CS Piyush Jethva [ICSI Membership No.: F6377] toundertake the Secretarial Audit of the Company for the financial year 2019-20. TheSecretarial Audit Report is attached to this Report as "Annexure VI".

The Secretarial Auditor has given remarks in their report that the company has notregistered charge for its vehicle loan. The Board clarify that as on date of this reportthere is no due for the said loan.

Pursuant to provisions of Section 148 of Companies Act 2013 and rules made thereunder Cost Audit is not applicable to the Company. However the Company has maintainedthe cost records in accordance with the rules made under the Act.

The Company is complying with all applicable secretarial standards as issued by theInstitute of Company Secretaries of India.

The Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) regulations 2015 isattached herewith as an Annexure-VII.

The equity shares of the Company has been listed and admitted to dealings on theExchange (Capital Market Segment) w.e.f. August 04 2020 pursuant to migration from SMEEmerge Platform. Till the end of Financial year 2019-20 the Company's security was listedon the Emerge Platform of the Exchange and therefore the requirements of submittingCompliance Report on Corporate Governance on pursuant to Regulation 27(2) SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 was not applicable to theCompany and therefore no report is provided herewith for the reporting period.

1. The Company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.

2. There is no revision in the Board Report or Financial Statement.

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year.

By and on behalf TIRUPATI FORGE LIMITED

sd/~

Hiteshkumar G. Thummar Chairman & Managing Director [DIN: 02112952]

Hadamtala (Rajkot)

August 17 2020

Annexure I

Information on Director recommended for appointment/ reappointment as required underRegulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

Sr. No. Particulars Information
01 Name of Director Mr. Hiteshkumar G. Thummar
02 Director Identification Number 02112952
03 Brief Resume of Director Mr. Hitesh Gordhanbhai Thummar is engaged with the Company since 25th March 2017. He is Master of Business Administration in International Marketing from Queensland University London. He is having work Experience of more than 10 Years in the Forging Industry.
04 Nature of his expertise in specific functional areas He is the guiding force behind the strategic decisions of our Company and has been instrumental in planning and formulating the overall business strategy and developing business relations of our Company.
05 Disclosure of relationships between Directors inter-se Mrs. Darshana H. Thummar - Wife of Mr. Hitesh G. Thummar.
06 Names of listed entities in which the person also holds the Directorship Except Tirupati Forge Limited he does hold directorship in any Listed Company.
07 The membership of Committees of the board 1. Complaints Committee for Sexual Harassment Complaints Redressal 2. Corporate Social Responsibility Committee
08 Disclosure of Disqualification He is not disqualified from being appointed as a Director
09. No. of Shares held in the Company 1224000 Equity Shares

.