Your Directors have great pleasure in presenting the 26th Annual Report on business andoperations of the Company together with the Audited statements of Accounts for thefinancial year ended on 31st March 2021.
The summary of the financial results for the year is given below:
[Rupees in Lacs]
|Particulars ||Financial Year ||Financial Year |
| ||2020-21 ||2019-20 |
|Turnover and Other Income ||6732.79 ||12194.59 |
|Profit Before Interest and Depreciation ||1111.91 ||1388.82 |
|Financial Expenses ||850.17 ||845.89 |
|Depreciation ||92.96 ||83.59 |
|Profit before Tax ||168.79 ||459.34 |
|Provision for Taxation ||55.08 ||156.39 |
|(Including deferred tax) || || |
|Net Profit after Tax & adjustments ||113.70 ||302.98 |
|Balance of Profit Brought forward ||5124.50 ||4821.52 |
|Balance available for appropriation ||5238.20 ||5124.50 |
|Proposed Dividend on Equity Shares ||- ||- |
|Tax on proposed Dividend ||- ||- |
|Transfer to General Reserve ||- ||- |
|Adjustment relating to Fixed Assets ||- ||- |
|Balance carried forward to Balance Sheet ||5238.20 ||5124.50 |
Income from Operations and Other Income during the financial year ended 31stMarch 2021 is Rs. 6732.79 Lacs. Net Profit of the Company for the year under review afterconsidering Depreciation and Provision for Tax and others is Rs. 113.70 Lacs.
Your Directors do not recommend payment of any Dividend for the Financial year ended 31stMarch 2021 in order to conserve the resources of the Company The Company will retainthe earning for use in the future operations & Projects and strive to increase the networth of stakeholders of the Company.
The country continues to face a tough situation though both health wise andeconomically. The year 2020-21 was perhaps the most challenging year in the history of ourcompany for a number of reasons. The challenging and depressed market scenario due topandemic situation since March 20 has been totally disrupted operation of Company.Impact assessment of Covid19 however is a continuous process given the uncertaintyassociated with its nature and duration. Company continues to monitor changes in economiccondition and is prepared to take measures to safeguard its business operations.
Our employees' health and safety is our number one priority and we have taken measuressuch as working from home wherever possible sanitization of workplaces availability ofthermal scanners and masks as well as encouraging vaccination etc. for their wellbeing.Your Company is ensuring all proper safety hygiene and social distancing measures.
During the period under review Your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
Details of deposits which are not in compliance with the requirements of Chapter V ofthe Act-NIL
INCREASING CAPITAL OF THE COMPANY:
During the year under review there were no changes in the capital structure of theCompany.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with Articles of Association of the Company Mr. Jitendrakumar IshvarlalPatel (DIN: 00262902) & Mr. Jashwantbhai Patel (DIN: 01490261) Directors of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.
The following changes have been made to the Directors & Key Managerial Personnel ofthe Company during the year 2020 -2021:
|Sr. No ||Name ||Designation ||Appointment or Resignation ||Appointment Date or Resignation Date |
|1. ||Mrs. Pooja Samip Shah ||Independent Director ||Appointment ||1st September 2020 |
|2. ||Mr. Milap Rajendrakumar Modi ||Independent Director ||Appointment ||1st September 2020 |
|3. ||Mr. Pratikkumar Patel ||Independent Director ||Appointment ||1st September 2020 |
|4. ||Shivangi Gor ||Independent Director ||Resignation ||8th May 2020 |
AUDITORS AND AUDITORS' REPORT:
As per the provisions of Sections 139 142 and all other applicable provisions of theCompanies Act 2013 (including any statutory modification(s) or re-enactment thereof forthe time being in force) at the 24th Annual General Meeting of the Companyheld on 27th September 2019 the Members of the Company had appointed M/S.MAAK & Associates Chartered Accountant Ahmedabad (FRN- 135024W) as StatutoryAuditors of the Company to hold the office for a term of 5 (five) years from theconclusion of 24th (Twenty Four) Annual General Meeting till the conclusion ofthe 29th (Twenty Nine) Annual General Meeting. However The Ministry ofCorporate Affairs vide its Notification dated May 7 2018 had dispensed with therequirement of ratification of appointment of Statutory Auditors by the Shareholders atevery Annual General Meeting. Hence the resolution relating to ratification ofappointment of Statutory Auditors is not included in the Notice of the ensuing AnnualGeneral Meeting.
In terms of Section 204(1) of the Companies Act 2013 and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has reappointed CS Maulik Bhavsar proprietor of M/s. Maulik Bhavsar &Associates Practicing Company Secretary Ahmedabad as Secretarial Auditor of the companyfor conducting Secretarial Audit of the company for the FY 2021-22.
Your Company has received consent from CS Maulik Bhavsar - M/s. Maulik Bhavsar &Associates Practicing Company Secretary Ahmedabad to act as the auditor for conductingaudit of the Secretarial records for the Financial Year ending 31st March2022.
The Secretarial Audit Report in Form MR-3 furnished by Mr. Maulik Bhavsar - M/s. MaulikBhavsar & Associates Practicing Company Secretaries for the Financial Year 2020-21and it is attached with directors' report in Annexure II.
M/s. J. R. Patel & Associates Cost Accountants (Membership No. 39392) has asrequired under Section 141 of the Companies Act 2013 confirmed its eligibility toconduct the audit of the cost accounting records of the Company for the financial year2021-22 and has consented to act as the Cost Auditor of the Company.
Pursuant to Section 148 of Companies Act 2013 read with Companies (Cost Records andAudit) Rules 2014 as amended from time to time on recommendations of Audit Committeeyour Directors has reappointed M/s. J. R. Patel & Associates (Membership No. 39392)Cost Accountants as the Cost Auditors to conduct the audit of cost records of your Companyfor the financial year 2021-22.
A Resolution seeking member's approval for the remuneration payable to the Cost Auditorforms part of the Notice convening the Annual General Meeting.
Pursuant to provisions of Section 138 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 the Board ofDirectors has appointed Mr. Dilip Suthar as an Internal Auditors of the Company for theFinancial Year 2021-2022 in place of Kaushal Darji.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143:
There is no any offence of fraud has been committed in the company by its officers oremployees of the company during the year.
INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficiency & adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit Committee. Based on the internal auditreport and review by the Audit committee process owners undertake necessary actions intheir respective areas. The internal auditors have expressed that the internal controlsystem in the Company is robust and effective. The Board has also put in place requisitelegal compliance framework to ensure compliance of all the applicable laws and that suchsystems are adequate and operating effectively.
DETAILS OF SUBSIDIARY / ASSOCIATE COMPANIES:
There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act"). There is one subsidiary company Tirupati Development (U) Ltdin Uganda within the meaning of section 2(87) of the companies Act 2013.
During the year neither new companies have become subsidiaries JV nor associatecompanies nor any companies has ceased.
MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals the gap between any two meetingswas within the period prescribed by the Companies Act 2013 and the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 as amended from time to time.The Notices of the Board Meetings are given well in advance to all the Directors of theCompany.
During the year under the review 5 (Five) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
During the year under review the Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).
COMMITTEES OF THE BOARD:
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors Corporate Social Responsibility Committee of Directors and StakeholdersRelationship/Grievance Committee of Directors number of meetings held of each Committeeduring the financial year 2020-21 and meetings attended by each member of the Committee asrequired under the Companies Act 2013 are provided in Corporate Governance Report andforming part of the report.
The recommendations of the Audit Committee as and when made to the Board have beenaccepted by it.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The Company has adopted above mentioned policy and it is available in details in the"Investor Zone" in the website of the company at http://www.tirupatisarjan.com
THE CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the year there was no change in the nature of business of the Company.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 the Company hasconstituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism forthe directors and employees to report genuine concerns in such manner as may be prescribedand to report to the management instances of unethical behavior actual or suspected fraudor violation of the Company's code of conduct.
EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS:
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofboard committees and individual directors was carried out during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of any loan or guarantee or investments during the year under Section 186 ofthe Companies Act 2013 are given in notes to financial statement kindly refer.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the year under review werein the ordinary course of business and on arm's length basis. The Company has not enteredinto any contract/arrangement/transaction with related parties which could be consideredmaterial in nature. All Related Party Transactions are placed before the Audit Committeeand Board for approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive in nature.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 top five hundred listed entities based on marketcapitalization are required to formulate the Dividend Distribution Policy. Accordinglyyour Company is not required to formulate the Dividend Distribution Policy.
RISK MANAGEMENT POLICY:
The Company has laid down the procedures to inform the Board about the risk assessmentand minimization procedures and the Board has formulated Risk Management Policy to ensurethat the Board its Audit Committee and its management should collectively identify therisks impacting the Company's business and document their process of risk identificationrisk minimization risk optimization as a part of a risk management policy/ strategy. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.
COROPRATE SOCIAL RESPONSIBILITY:
Information on Corporate Social Responsibility (CSR) Policy and initiative taken by theCompany during the financial year 2020-21 pursuant to Section 135 of the Companies Act2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules2014 is annexed herewith and forming part of the report. (Annexure-III). The policyis available on the website of the Company on the web link:
CORPORATE GOVERNANCE REPORT:
As required by the Regulation 27 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 entered into with the Stock Exchanges a detailed reporton Corporate Governance is given as a part of the Annual Report. The Company is in fullcompliance with the requirements and disclosures that have to be made in this regard. TheAuditors' Certificate of the compliance with Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance. Report on Corporate Governanceis given in this Annual Report herewith attached as Annexure-IV.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTIONPROHIBITIONAND REDRESSAL) ACT 2013:
The Company is committed to provide a safe and conductive work environment to itsemployees.
Your directors further state that during the year under review your Company has notreceived any complaint under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 read with Section 134 yourCompany has duly maintained the cost audit records as per sub-section 1 of section 148 ofCompanies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section of management discussion and analysis out lining thebusiness of your Company forms part of this reports.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 as amended from time to time relatingthe foregoing matter is given as under.
Your Company has taken necessary steps to conserve the energy and to protectenvironment. Your Ccompany is continuously adapting to the new technology in the relatedfields of business and thereby striving to optimize customer satisfaction.
|Foreign Exchange Earnings during the year ||: Rs. NIL (C.Y.) |
| ||Rs. NIL (P.Y.) |
|Foreign Exchange Outgo during the year ||: Rs. Nil (Same as Previous Year) |
STATEMENT OF BOARD OF DIRECTORS
Your Directors confirm all the Independent Directors of the Company during the yearpossesses integrity relevant expertise and experience required to best serve the interestof the Company. The Independent Directors have confirmed compliance of relevant provisionsof Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules 2014.
PARTICULARS OF EMPLOYEES:
During the year under review no employee has been remunerated exceed the prescribedlimit throughout the financial year 2020-21 and therefore the disclosure pertaining toSection 197(12) read with Rule 5(2) and 5(3)of the Companies (Appointment and Remunerationof Managerial Personnel) Rules2014 is not applicable to the Company.
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company will be provided upon request. In terms ofSection 136 of the Companies Act 2013 the Report and Accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered Office of the Companyduring business hours on working days of the Company upto the date of the ensuing AnnualGeneral Meeting. If any member is interested in inspecting the same such member may writeto the Company Secretary in advance.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
There are no any material changes and commitments have occurred during above mentionedtime period which affect the financial position of the company.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 and to the best of their knowledge and belief andaccording to the information obtained by them your Directors state that-
(a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper 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 i.e. at 31st March 2021 and of the profit and loss of thecompany for that period;
(c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis:
(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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DECLARATION OF INDEPENDENT DIRECTORS:-
The Company has received declaration from the Independent directors that they meet thecriteria of independence as per section 149 of the companies Act 2013.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompanies Secretaries of India as applicable to the Company have been duly compliedwith.
EXTRACTS OF ANNUAL RETURN
As required under the provisions of Section 134(3)(a) and Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 (including any statutory modification(s) or re-enactment thereof for thetime being in force) the extracts of Annual Return in Form No. MGT-9 is annexed herewithas Annexure-I to this report.
APPRECIATION & ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
| ||BY ORDER OF THE BOARD |
| ||For TIRUPATI SARJAN LIMITED |
|Place: Ahmedabad ||[BHAILAL SHAH] |
|Date: 30.06.2021 ||Chairman |
| ||DIN: 00133479 |