Your Directors have great pleasure in presenting the 22nd Annual Report on business andoperations of the Company together with the Audited statements of Accounts for thefinancial year ended on 31st March 2017.
|Particulars ||Financial Year ||Financial Year |
| ||2016-17 ||2015-16 |
|Turnover and Other Income ||13509.86 ||12332.50 |
|Financial Expenses ||696.99 ||619.63 |
|Depreciation ||71.81 ||82.34 |
|Profit before Tax ||915.26 ||802.50 |
|Provision for Taxation (Including deferred tax) ||312.41 ||236.29 |
|Net Profit after Tax & adjustments ||602.85 ||566.21 |
|Balance carried forward to Balance Sheet ||4358.61 ||3427.91 |
Income from Operations and Other Income during the financial year ended 31st March2017 is Rs. 13509.86 Lacs. Net Profit of the Company for the year under review afterconsidering Depreciation and Provision for Tax and others is Rs. 602.85 Lacs.
Your Directors are pleased to recommend for your approval a dividend of Rs. 0.30/- perequity share of Rs. 5/- each fully paid-up for the period ended 31st March2017. The dividend if approved will be paid to the eligible members within the stipulatedtime amounting to Rs. 98.99 lacs. In addition Rs. 20.15 lacs shall be paid as dividenddistribution tax.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
INCREASING CAPITAL OF THE COMPANY:
Company has received in principal approval letter for issue of 9100000 convertiblewarrants from BSE on 30.03.2015. Board has passed resolution for conversion of 2374190warrants into equity shares on 31.03.2015 in first tranche and paid up capital increasedfrom Rs. 120020000 to Rs. 131890950.
Further Board has passed resolution for conversion of 2868320 warrants into equityshares on 21.01.2016 in second tranche and paid up capital increased from Rs. 131890950to Rs. 146232550.
Further Board has passed resolution for conversion of remaining 3751515 warrantsinto equity shares on 31.05.2016 in third & last tranche and paid up capital willincrease from Rs. 146232550 to 164990125.
In accordance with Articles of Association of the Company Mr. Bhailal Babulal Shah& Mr. Rajeshbhai Jashwatlal Shah Directors of the Company will retire by rotation andbeing eligible offers himself for re-appointment.
AUDITORS AND AUDITORS REPORT:
The tenure of M/s. Sweta Patel & Associates the Statutory Auditors of the Companyappointed in 21st Annual General Meeting of the Company will come to an end on theconclusion of 22nd Annual General Meeting of the Company. Your Board has decided torecommend the re-appointment of M/s. Sweta Patel & Associates as Statutory Auditors ofthe Company under Section 139 of the Companies Act 2013.
M/s. Sweta Patel & Associates Chartered Accountants Ahmedabad present auditor ofthe company has shown their willingness to be re-appointed as Auditors of the company andhave confirmed their re-appointment if made would be within the limits prescribed undersection 139 of the companies act 2013.
In terms of section 204 of the Companies Act 2013 the Board at its meeting held on22nd June 2016 has appointed Mr. Maulik Anilkumar Bhavsar Practicing Company SecretaryAhmedabad as Secretarial Auditor of the company for conducting Secretarial Audit of thecompany for the FY 2016-17. Company has received secretarial Audit report from him for FY2016-17 and it is attached with directors report in Annexure III.
INTERNAL 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 Company has appointed M/s. Jatin Patel & Associates CharteredAccountant as an Internal Auditors of the Company. The Audit Committee in consultationwith the internal auditors formulates the scope functioning periodicity and methodologyfor conducting the internal audit. The internal auditors carry out audit covering interalia monitoring and evaluating the efficiency & adequacy of internal control systemsin the Company its compliance with operating systems accounting procedures and policiesat all locations and submit their periodical internal audit reports to the AuditCommittee. Based on the internal audit report and review by the Audit committee processowners undertake necessary actions in their respective areas. The internal auditors haveexpressed that the internal control system in the Company is robust and effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate and operating effectively.
Board s Responses to observations Qualifications and Adverse Remarks in Auditor sReport
1.The Statutory Auditors (Auditors) have qualified their opinion with regard to defaultin transferring the amounts required to be transferred to the Investor Education andProtection Fund by the company. The Board s responses to the qualifications is thatReconciliation is pending. We are in contact with bank and RTA. We will soon transfer themoney to Investor Education and Protection Fund.
2.The Statutory Auditors (Auditors) have qualified their opinion with regard toprovision of gratuity and leave encashment. The Board s responses to the qualification isthat company has a policy to make provision for gratuity and leave encashment on paymentbasis.
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) Ltd in Ugandawithin the meaning of section 2(87) of the companies Act 2013.
During the year neither new companies have become subsidiaries JV or associatecompanies nor any companies has ceased.
Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement.
Tirupati Development (U) Ltd a subsidiary of company has profit for the currentfinancial year Rs. (92516438/-) (UGX 1148894000) and for the previous financial yearRs. (186800021).
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT 9 shall form part of the Board sreport in Annexure II.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under the review 14 (Fourteen) Board meetings were held with gapbetween Meetings not exceeding the period prescribed under the Companies Act 2013 andRules made thereunder. Details of Board and Board committee meetings held during the yearare given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.
COMMITTEES OF THE BOARD
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2016-17 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report.
The recommendations of the Audit Committee as and when made to the Board has beenaccepted by it.
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 DIRECTORS
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There was no materially significant related party transaction entered between theCompany Directors management or their relatives except for those disclosed in thefinancial statements. All the contracts/arrangements/transactions entered into by theCompany with the related parties during the financial year 2016-17 were in the ordinarycourse of business and on an arm s length basis. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) along with thejustification for entering into such contract or arrangement in Form AOC-2 does not form apart of this report. The Audit Committee has granted omnibus approval for Related PartyTransactions as per the provisions and restrictions contained in the Listing Agreement.
RISK MANAGEMENT POLICY
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
COROPRATE SOCIAL RESPONSIBILITY:
Information on Corporate Social Responsibility (CSR) Policy and initiative taken by theCompany during the financial year 2016-17 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-IV). Our Company hasformed an NGO namely Tirupati foundation in 2006 with office at Visnagar. The companyhas made expenditure through this NGO of Rs. 1435000 (Rupees Fourteen Lac Thirty FiveThousand only) towards ration & food kits to widows and distributed books & otherstudy materials to their children. Company is increasing its scope in other areas also.Company is committed for such activities and will make its contribution to its society.
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-V.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder the Companyundertakes ongoing trainings to create awareness on this policy. No instances of SexualHarassment were reported during the period under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:
Information pursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule8 (3) of the Companies (Accounts) Rules 2014 as amended from time to time relating tothe foregoing matters is given hereunder.
Your Company has taken necessary steps to conserve the energy and to protect theenvironment. Your company is continuously adapting to the new technology in the relatedfields of business and thereby striving to optimize customer satisfaction.
|FOREIGN EXCHANGE EARNINGS AND OUTGO ||: Interest credited by the subsidiary Company but not realized in India. |
|Foreign Exchange Earnings during the year ||: Rs. 13957956 (C. Y.) |
| ||Rs. 17882441 (P. Y.) |
|Foreign Exchange Outgo during the year ||: Rs. Nil |
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under applicable provisions of theCompanies Act 2013 and the companies (Management and Administration) Rules 2014 asamended is not required to be given as there were no employees coming within the purviewof this section.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013 and to the best of their knowledge and belief and according to theinformation obtained by them your Directors state that-(a) In the preparation of theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year i.e. at 31st March 2017 and of the profitand loss of the company for that period; (c) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis: (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 with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
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.
Disclosure about receipt of any commission by MD / WTD from a Company and alsoreceiving commission / remuneration from its Holding or subsidiary
During the year Managing directors or whole time directors of the company have notreceived any commission from the company or from its holding or subsidiary companies.
The Company has made necessary arrangements for adequate insuring of interests invarious properties.
STATEMENT PURSUANT TO SECTION 129 OF THE COMPANIES ACT 2013:
|1. Name of the Subsidiary Company ||Tirupati Development (U) Ltd |
|2. Financial year of the Subsidiary ended on ||31st December 2016 |
|3. Holding Company s interest in the Subsidiary ||1380 Equity Share of UGX 1 million each (69%) |
|4. Net aggregate amount of the Profit / (Loss) of the Subsidiary not dealt within the Holding Company s A/c. || |
|(a) For the Current financial year of the Subsidiary Company ||NIL |
|(b) For the previous financial year of the Subsidiary Company ||NIL |
|5. Net aggregate amount of the Profit / (Loss) of the Subsidiary dealt within the Holding Company s A/c. || |
|(a) For the Current financial year of the Subsidiary Company ||Rs. (63836342) |
|(b) For the previous financial year of the Subsidiary Company ||Rs. (128892014) |
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 ||[Rajeshbhai Jaswantlal Shah] |
|Date : 15.06.2017 ||Chairman |
| ||DIN : 00133363 |