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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 Fellow Share Owners TIRUPATI FORGE LIMITED

Your Directors have pleasure in presenting 7th Annual Report along with theAudited Standalone Financial Statements for the year ended on March 312019.

1. FINANCIAL RESULTS:

The Financials of the Company for the year ended on March 312019 is summarized asunder :

(Amount in Rs.)

Particulars F. Y. 2018-19 F.Y. 2017-18
1. Revenue from Operations 418391640 207907254
2. Other Income 2549145 1281770
3. Total Revenue 420940785 209189024
4 Cost of Materials Consumed 221480944 117865503
5. Purchase of Stock in Trade 34472691 1828393
Changes in inventories
Work in Progress & By Product (7211416) 1642480
Finished Goods 1733889 (12126759)
6. Employees Benefit Expenses 17132863 11449117
7. Finance Costs 4313416 2577292
8. Depreciation and Amortization Expenses 10239883 8780699
9. Other Expenses 80245900 55862345
10. Total Expenses 362408169 187879071
11. Profit Before Tax 58532616 21309954
12. Tax Expenses
Current Tax 14860005 6259972
Deferred Tax 1778700 (402600)
13. Total Tax Expenses 16638705 5857372
14. Profit After Tax 41893911 15452582
15. Earnings Per Share (EPS) 7.21 3.57

The Highlights of Company's performance for the year ended on March 312019

• Total Revenue from Operations increased from Rs. 209189024/- of previous F.Y2017-18 to Rs. 420940785/- of the reporting financial year. Which is 101.23% in compareto the last financial year.

• Total Expenses has increased from Rs. 187879071/-of previous financial yearto Rs. 362408169/ - of the reporting financial year.

• Profit before exceptional & extra-ordinary items and tax increased from Rs.21309954/- of previous F.Y. 2017-18 to Rs. 58532616/ - of reporting financial year.

• Net Profit increased by from Rs. 15452582/- of previous F.Y. 2017-18 to Rs.41893911/- of reporting financial year.

• Earnings per Share (EPS) for the F.Y. 2018-19 is Rs. 7.21 /-as compared to Rs.3.57/- of F.Y. 2017-18.

Your directors are pleased to share their sensation in terms of Financial Performanceof the Company. From the highlights of the financial results it can be seen that Companyhas performed amazing that strengthen the financial conditions of the Company. Income fromthe Exports had also been increased and being export oriented Company it is incrediblyconstructive mark for the Company. Your Directors are in continuous efforts to lead theCompany in such a manner that result into substantial financial feat for 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. 2018-19.

The Board of Directors has recommened issue of bonus shares to the existing ShareHolder of the Company. The ratio of the Bonus share will be 6 (Six) Equity Shares forevery 10 (Ten) Equity shares hold by the Members or on proportion basis.

Further as per the condition of issue of warrant the Bonus shares shall also beissued to the two warrants holders of the Company in the same ratio determined forExisting Equity Shares. However the said Bonus shares issued against warrants shall beallotted to the warrants holders at the time of conversion of Warrants into Equity sharesof the Company

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.

On April 08 2019 Company had issued 1188000 Convertible Warrants on PreferentialBasis to Nonpromoters of the Company amounting to Rs. 11880000 having face value of Rs.10 along with premium of Rs.35. On first instance more than 25 % of the face value amountwas called up. The Warrant will converted into Equity share of the Company upon payment ofbalance amount.

Subsequently Out of 5 Warrants holders of the Company 3 Warrant holders had exercisedtheir right to convert their warrants into Equity Shares of the Company by paying balanceamount of Warrants on May 292019. The Board of Directors of your Company at its Meetingheld on June 102019 had approved and allotted aggregating to 168000 Equity Shares toWarrant Holders who had exercised their rights of Conversion and to the result Paid upEquity Capital of the Company was increased from Rs. 58120000 to Rs. 59800000.

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 312019 to the date of this Report.

Forging is traditionally considered as the back bone of manufacturing industry. It is amajor input to the sectors which support economic growth of the nation such asAutomobile Industrial Machinery Power Construction & Mining Equipment Railways andGeneral Engineering. The forging industries in India is reporting continues progressbecause availibility of raw material like carbon steel alloys steel stainless steelaluminimum and others as per various requirement of the various industries.

The progress of the forging industrines is notable but than also some issue is likelyto hamper the overall growth in the long run including the rising steel prices and demandsupply gap high electricity tariff rates rising fuel prices government's thrust onelectric vehicles and technology upgradation and modernisation.

Due to promotion of electric vehicle the forging industries are facing some problembecause more than 60 % of forging industries is engaged with automobilesector. However our company does not feel such pressure as felt by other forgingindustries. Our compnay is not reliable on only automobile sector but also work in areaother than automobile also. The area like aero space engieering infrastructure marinedevelopment and general engineering is also have its part in turnover of the company.

Authorised Capital & Paid Up Capital:

During the year under review there were no changes in Authorised Capital IssuedCapital Subscribed Capital and Paid-up Capital of the Company.

However On June 102019 Paid up Capital of the Company was increased from to Rs.58120000 to Rs. 59800000 due to conversion of warrants into Equity Shares of theCompany. The details of warrants are given under the heading Material Changes andCommitments. If any. Affecting The Financial Position of The Company. Having Occured SinceThe End of The Year and Till The Date of The Report

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 ConvertibleSecurities Issue of Debentures issue of Bonds etc.

Even more no Bonus Shares were issued to any of existing Shareholders of the Company.

ISSUE OF WARRANTS:

There was no issue of Convertible warrants during the financial year under review.However after completion of Financial year on April 082019 Company had issued 1188000Convertible warrants on Preferential basis to Non-promoters of the Company. Furtherdetails of issue of Convertible Warrants are asunder:

1. Date of allotment of warrants April 082019
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 On first instance Company has collected Rs. 17828000 from the warrants holders which is more than 25 % of the amount of the issue.
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
8 No. of warrants converted into Equity Shares of the Company till the date of this report 168000 Warrants were converted into 168000 Equity Shares of the Company upon receipt of remaining amount from the respective warrant holders.

Your Company being SME listed Company does not require to obtain credit rating for itssecurities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is being managed under the leadership of directors possessing vastknowledge in the sector of forging industry. On March 31 2019 following directors andkey managerial personnel were associated with the Company.

Sr.

No.

Name of persons Designation Directors Identification Number (DIN) Date of Appointment
1. Mr. Hiteshkumar G. Thummar Chairman & Managing Director 02112952 25/03/2017
2. Mr. Ajay V. Sardhara Whole Time Director 06386557 15/09/2012
3. Mr. Bhavesh T. Barsiya Director 05332180 17/08/2012
4. Mrs. Darshna H. Thummar Non Executive and Non Independent Director 07869257 31/07/2017
5. Mr. Ramesh M. Patel Independent

Director

02738359 31/07/5017
6. Mr. Sachin P. Ravani Independent

Director

07874835 31/07/2017
7. Mr. Atul L. Natu Chief Financial Officer N.A. 10/06/2017

During the year under review Ms. Banashri Joshi Company Secretary had resigned fromthe post of Company Secretary and Compliance Officer of the Company and it was approved bythe Board of Directors at its meeting dated October 11 2018. Subsequently CS Jalpa N.Doshi was appointed as a Company Secretary and Compliance Officer of the Company atMeeting of Board of Directors with effect from April 222019.

Mr. Ajay V. Sardhara Director [DIN: 06386557] is liable to retire by rotation at theensuing Annual General Meeting pursuant to Section 152 of the Companies Act 2013 readwith Companies (Appointment and Qualification of Directors) Rules 2014 and the Articlesof Association (AoA) of your Company and being eligible has offered himself forre-appointment subject to approval of the Members in the ensuing AGM. The detailedinformation of the director being appointed is provided as an Annexure I. The IndependentDirectors of the Company are not liable to retire by rotation.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed in term of Section 164 of the Companies Act 2013.

Your Company has received Declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under 149(6) of the CompaniesAct 2013 read with Rules issued there under as well as Regulation 16(1) (b) of theListing Regulations (including any statutory medication(s) or re-enactment(s) for the timebeing in force).

The Board of Directors of the Company met for 14 (Fourteen) times during the FY 2018-19and requisite quorum was present in all the meetings; the details of which are as under:

Date of Meeting Total No. of Directors as on the date of the Meeting No. of Directors who attended Meeting
1. 5-May-18 6 6
2. 17-May~18 6 6
3. 9-July-18 6 6
4. 3-Aug-18 6 6
5. 28-Aug-18 6 6
6. 30-Aug-18 6 5
7. 24-Sep-18 6 4
8. ll-Oct-18 6 6
9. 22-Oct-18 6 6
10. 30-Oct-18 6 6
11. 20-Dec-18 6 5
12. 21-Jan-19 6 4
13. 28~Jan~19 6 6
14. ll-Mar-19 6 4

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 the purpose ofrecommending the half yearly and yearly financial result. Additional meeting is held forthe purpose of reviewing the specific item included in terms of reference of theCommittee. The Statutory Auditors of the Company are invited in the meeting of theCommittee wherever requires. Chief Financial Officer of the Company is a regular inviteeat the Meeting.

Recommendations of Audit Committee have been accepted by the Board wherever/whenevergiven.

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 for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal.

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.

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.

During the year under review there were no incidences of sexual harassment reported.

Meetings and Attendance Records of Audit Committee:

Date of Meeting Total No. of Members as on the date of the Meeting No. of Members who attended Meeting
1. 17-May-18 3 3
2. 8-July-18 3 3
3. 2-Aug-18 3 3
4. 28-Aug-18 3 3
5. 30-Oct-18 3 3
6. 15-Jan-19 3 3
7. 26-Feb-19 3 3

Meetings and Attendance Records of Nomination & Remuneration Committee:

Date of Meeting Total No. of Members of the Committee No. of Directors who attended the Meeting
1. 9-July-18 3 3
2. 11 - Mar -19 3 3

Meetings and Attendance Records of Stakeholders' Relationship Committee:

Date of Meeting Total No. of Members of the Committee No. of Directors who attended the Meeting
1. 11 - Mar -19 3 3

Meetings and Attendance Records of Complaints Committee for Sexual HarassmentComplaints Redressal:

Date of Meeting Total No. of Members of the Committee No. of Directors who attended the Meeting
1. 20 - Dec -18 3 3

Meetings and Attendance Records of Independent Directors' Meeting:

Date of Meeting Total No. of Members of the Committee No. of Directors who attended the Meeting
1. 22 - Oct -18 2 2

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.

httpvywww.tirupatiforge.com/fil^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

In accordance with the Companies Act 2013 Board has carried out an annual evaluationof its own performance board committees and individual Directors. The evaluation of allthe directors and the Board as a whole is being conducted based on the criteria andframework adopted by the Board. Brief details of steps taken for performance evaluation ofBoard Directors and Committees are described asunder:

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of Independent Directors was held to evaluate the performance of non-independent 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 2019 and forming part of the Directors' Report for thesaid financial year is provided in "Annexure -II"

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. the going concern status and Company'soperations in future.

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

a. in the preparation of the annual accounts for the financial year ended March 312019 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 2019 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 Internal Financial Controls are adequate and workingeffectively. The scope and authority of the Internal Audit is laid down by the AuditCommittee and accordingly the Internal Audit Plan is laid out to maintain its objectivityand independence the Internal Auditors reports to the Chairman of the Audit Committee ofthe Board.

The Internal Auditors monitors and evaluates the efficiency and adequacy of internalcontrol system in the Company. Based on the report of internal audit processowners/concerneddepartmentsundertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

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 III.

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 toNote no. 33 & 34 to the financial statement which sets out related party disclosuresfor the year under review.

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. 2017-18) shallconstitute of Corporate Social Responsibility (CSR). Tirupati Forge Limited does not fallunder any criteria as mentioned above and hence provisions of Section 135 of the CompaniesAct 2013 are not applicable to the Company.

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read 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 productdevelopment or import substitution: Not applicable

3. In case of imported technology (imported during the last three years reckonedfrom the 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.

Particulars F.Y. 2018-19 F.Y. 2017-18
Foreign Exchange Earnings (in Rs.) 202129360 72127297
Foreign Exchange Outgo (in Rs.) 1974995 413801

Risk management is the process of systematically identifying quantifying mitigatingand managing all risks and opportunities that can affect achievement of corporation'sstrategic and financial goals and a well-defined risk management mechanism covering therisk mapping and trend analysis risk exposurepotential impact and risk mitigationprocess is. The mechanism works on the principlesof probability of occurrence and impactif triggered. A detailed exercise is being carried out to identifyevaluate monitor andmanage both business and non-business risks.The Risk Management Policy has been placed onthe website of the Company at http://www.tirupatiforge.com/ policies .

Your Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors andemployees pursuant to which an Audit Committee of the Company has beenauthorized/identified for addressing complaints received from Directors and employeesconcerning unethical behavior actual or suspected fraud and violation of Code of Conductor ethics policy of your Company. The Policy provides adequate safeguards againstvictimization of Director(s)/ employee(s) and direct access to the Chairman of the AuditCommittee in exceptional cases. Your Company hereby affirms that no Director/ employee hasbeen denied access to the Chairman of the Audit Committee. The Whistle Blower Policy ofthe Company is available on the website of the Company at http://www.tirupatiforge.com/file/whistle-blower- policy .

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 " AnnexureIV" and forms an Integral part of the Report.

This will be also available on Company's website at http://www.tirupatiforge.com/financials . STATUTORY AUDITORS

Maharishi & Co. Chartered Accountants [ICAI Firm Registration No. 124872W] wereappointed as Statutory Auditors of the Company for the F.Y. 2018-19 by the members in thelast Annual General Meeting of the Company held on September 142018 to hold office fromthe conclusion of Sixth Annual General Meeting till the conclusion of 7th AGM to be heldfor the financial year ending on March 312019 as per the provisions of Section 139 of theCompanies Act 2013.

Further Board of Directors at the Meeting based on recommendation of Audit Committeehas recommended the appointment of Maharishi & Co. Chartered Accountants [ICAI FirmRegistration No. 124872W] as Statutory Auditors of the Company for the period of 3 yearsfrom the conclusion of this Annual General Meeting until the conclusion of the AnnualGeneral Meeting of the Company to be held in the year 2022 at such remuneration as may berecommended by the Audit Committee and decided by the Board of Directors of the Company.

Maharishi & Co. Chartered Accountants [ICAI Firm Registration No. 124872W] haveconsented to the said appointment and confirmed that their appointment if made would bewithin the limits specified under section 141 (3) (g) of the Act and that they are notdisqualified to be appointed as Statutory Auditors in terms of section 143 of the Act.Members are requested to approve appointment of the proposed Statutory Auditors from theconclusion of ensuing AGM until the AGM to be held in the year 2022 Necessary resolutionto consider above re-appointment is included in the Notice of the 7th Annual GeneralMeeting.

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 2018-19. TheSecretarial Audit Report is attached to this Report as "AnnexureV".

Further Secretarial auditor has observed that previous company secretary was resignedon ll111 October 2018. As per section 203(4) the vacancy of Key ManagerialPersonnel was filed-up by Six months from the resignation of Key Managerial Personnel.However the company has not appointed the Company Secretary up to the date of 10thApril 2019 (Six Month from Vacancy of Previous Company secretary) and appointed on 22ndApril 2019. The Board would like to clarify that since the resignation of previous companySecretary Company tried to appoint new company secretary. Even Company took part incampus interview held by Rajkot Chapter of WIRC of ICSI. Company managed to appointcompany secretary on 22nd April 2019 which is late by few days only.

COST AUDIT

Pursuant to provisions of Section 148 of Companies Act 2013 and Rule 14 of Companies(Audit and Auditors) Rules 2014 Cost Audit is not applicable to the Company.

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

Management Discussion and Analysis The Management Discussion and Analysis Report forthe year under review as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) regulations 2015 is presented in a separate section forming part of thisAnnual Report.

The Equity Shares of the Company are listed on SME Platform of National Stock Exchangeof India Limited (NSE EMERGE) and therefore pursuant to Regulation 15(2)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Regulation 27 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Part C of ScheduleV relating to compliance of Corporate Governance shall not apply to the Company.

Therefore the Company need not to give report on compliance of Corporate Governance asspecified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and submitting Compliance Report onCorporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

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

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

Hadamtala (Rajkot)

August 202019

.