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Tirupati Tyres Ltd.

BSE: 539040 Sector: Others
NSE: N.A. ISIN Code: INE812Q01016
BSE 00:00 | 06 Jul 10.17 0.12
(1.19%)
OPEN

10.10

HIGH

10.55

LOW

9.55

NSE 05:30 | 01 Jan Tirupati Tyres Ltd
OPEN 10.10
PREVIOUS CLOSE 10.05
VOLUME 44012
52-Week high 10.55
52-Week low 2.96
P/E 22.11
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.10
CLOSE 10.05
VOLUME 44012
52-Week high 10.55
52-Week low 2.96
P/E 22.11
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tirupati Tyres Ltd. (TIRUPATITYRES) - Director Report

Company director report

To

The Members

Tirupati Tyres Limited

Your Directors are pleased to submit the 33rd Annual Report of the Companytogether with Standalone Audited Financial Statements along with IndependentAuditor’s Report for the financial year ended 31st March 2021.

FINANCIAL RESULTS

The summary of the Company’s Standalone financial performance for the financialyear 2020-2021 as compared to the previous financial year 2019-2020 is given below: (InRs.)

Particulars Year ended 31/03/2021 Year ended 31/03/2020
Revenue from Operations - -
Revenue from Other Income - -
Total Revenue - -
Profit before Depreciation and Interest (6952445) (1689299)
Depreciation -- --
Interest -- --
Profit After Depreciation and Interest (6952445) (1689299)
Provision for Taxation -- --
Provision for Tax (Deferred) -- --
Profit/Loss after tax (6952445) (1689299)
Balance carried to Balance Sheet (6952445) (1689299)

*Note: Figures of the financial year 2020-2021 are re-grouped or re-classified.

STATE OF COMPANY’ AFFAIRS

During the year your Company does not have any income as compared to Nil Income in theprevious year. The Net loss after tax was Rs. (6952445)/- against the Net Profit of Rs.(1689299)/- in the previous year.

DIVIDEND

In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended 31st March 2021.

AMOUNTS TO BE TRANSFERRED TO RESERVES

During the year the Company has not proposed to transfer any amount to the GeneralReserve of the Company.

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014. Since the Company has not accepted any deposits during thefinancial year 2020-2021 there has been no non-compliance with the requirements of theAct.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

During the year under review there were no such companies which have becomeSubsidiaries/ Joint Venture/ Associate Companies.

UNPAID / UNCLAIMED AMOUNTS TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 the company is not required to transfer anyamount to Investor Education and Protection Fund.

SHARE CAPITAL

The Company’s paid up Equity Share capital continues to stand at Rs. 34435000/-as on March 31 2021. During the year the company has not issued any shares orconvertible securities. The Company does not have any Scheme for issues of sharesincluding sweat equity to the employees or Directors of the Company.

CREDIT RATING

The Company is not required to obtain any credit rating from any credit ratingagencies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Company’s Board of Directors are eminent persons of provencompetencies and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment towardsthe company and devote adequate time to the meetings. The Company recognizes andembracesthe importance of a diverse board in its success. The Company believes that a trulydiverse board will leverage differences in thought perspective knowledge skillindustry experience and gender which will help the Company to retain its competitiveadvantage.

As on March 31 2021 the Company has 4 Directors consisting of 1 Non- IndependentDirectors (Managing Director) 3 Independent Directors.

During the year under review the following changes occurred in the position of theDirectors/KMPs of the Company.

Sr. No Name of the Directors / KMPs Date of Event Details of Event
1. Ms. Vinita Devnani w.e.f. 20.06.2020 Resignation as Company Secretary and Compliance Officer of the Company.
2. Mr. Girish Kumar Bohra w.e.f. 11.03.2021 Appointment as Company Secretary and Compliance Officer of the Company.

POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policies of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure A to this Report. The web address where the policy is uploaded iswww.tirupatityresltd.in

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitment affecting the financial position of theCompany upto the date of approval of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory Auditors of the Company and cover all offices and key businessareas. Further it is in extensive search of the Internal Auditor whose main thrust is totest and review controls appraisal of risks and business processes beside benchmarkingcontrols with best practices in the industry.

BOARD COMMITTEES

Your Company has following Committees of Board viz

1. Audit Committee

2. Stakeholders’ Relationship Committee 3. Nomination and Remuneration Committee

Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided hereunder:

(A) Composition of Committee

Audit Committee

Name of Committee Members Category Date of Appointment Date of Cessation
Vinod Mokal Non-Executive Independent Director Chairperson 30/08/2018 -
Vishal Sonawane Non-Executive Independent Director Member 30/08/2018 -
Apeksha Jadhav Non-Executive Independent Director Member 30/08/2018 -

Nomination & Remuneration Committee

Name of Committee Members Category Date of Appointment Date of Cessation
Vinod Mokal Non-Executive Independent Director Chairperson 30/08/2018 -
Vishal Sonawane Non-Executive Independent Director Member 30/08/2018 -
Apeksha Jadhav Non-Executive Independent Director Member 30/08/2018 -

Stakeholders Relationship Committee

Name of Committee Members Category Date of Appointment Date of Cessation
Vinod Mokal Non-Executive Independent Director Member 30/08/2018 -
Vishal Sonawane Non-Executive Independent Director Member 30/08/2018 -
Apeksha Jadhav Non-Executive Independent Director Chairperson 30/08/2018 -

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act 2013 and Rulesmade there under the Company is not required to constitute CSR Committee neither thecompany is required to comply with any of the provisions of Section 135 of the CompaniesAct 2013 and Rules made there under. Further refer Annexure E.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors’ Responsibility Statement your Directors herebyconfirm that:

in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures are made;

appropriate accounting policies have been selected and applied consistently andestimates and judgments made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

proper a nd sufficient care for maintenance of a dequate a ccounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

the annual accounts have been prepared on a going concern basis; and

Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 the Companies(Audit and Auditors) Rules 2014 (including any re-enactment or modification thereto)and such other applicable provisions if any M/s. PMPK & Company CharteredAccountants Mumbai with registration number 019681N were appointed as the StatutoryAuditors of the Company and to hold the office from the conclusion of Thirty First AnnualGeneral Meeting of the Company till the conclusion of Thirty Sixth Annual General Meeting.

However casual vacancy occurred due to resignation of M/s. PMPK & Company asStatutory Auditors of the Company the Board of Directors has recommended appointment ofM/s. ADV & Associates as Statutory Auditors of the Company subject to shareholdersapproval in the ensuing Annual General Meeting of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s. Aditya Shah & Associates Practicing Company Secretary Mumbai (MemNo.58883- & COP No.22912)to undertake the Secretarial Audit of the Company for thefinancial year 2019-2020. The Report of the Secretarial Auditor is annexed herewith asAnnexure B and forms an integral part of this Report.

Explanation or comments on qualifications reservations or adverse remarks made byauditors and the practicing Company secretary in their reports:

The Statutory Auditors’ Report to the members on the Accounts of the Company forthe financial year ended 31st March 2021 contain below qualificationsreservations or adverse remarks:

1. The company has not appointed an Internal Auditor or a firm of InternalAuditors for conducting Internal Audit of the company as required under section 138 of theCompanies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014.Management’s Reply: The Company is in process of finding a suitable candidate / firmto be appointed as Internal Auditor of the Company.

Secretarial Auditors’ Report for financial year ended 31st March 2021contains the following qualifications reservations or adverse remarks on which themanagement has given their explanations:

2. The Company has not appointed Internal Auditor as per Section 138(1) ofCompanies Act 2013. Management’s Reply: The Company is in process of finding asuitable candidate / firm to be appointed as Internal Auditor of the Company.

AUDIT COMMITTEE

The Company is in compliance with Section 177 of the Companies Act 2013 read withapplicable provisions thereof. Further the Company is not required to comply withRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES.

In line with the requirements of the Companies Act 2013 and Listing Regulations thecompany has formulated a Policy on Related Party Transactions as approved by the Board ofDirectors which is also available on the Company’s website and the same is consideredfor the purpose of identification and monitoring Related Party transactions.

During the year under review the Company has not entered into any contracts orarrangement with its related parties referred to in Section 188(1) of the Companies Act2013. Disclosures in Form AOC-2 pertaining to material contract and arrangement in termsof Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts)Rules 2014 is included in this report as “Annexure - F” and forms an integralpart of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard and the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014:

a) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 10200000/- per annum or more. Therefore Rule 5(2)(i) ofthe captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 850000/- per month. Therefore Rule 5(2)(ii) of thecaptioned Rules is not applicable.

c) No employee is a relative of any Director or Key Managerial personnel of theCompany.

Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.

BOARD EVALUATION

Your Company has devised a Policy for determining qualifications positive attributesof Directors performance evaluation of Independent Directors Board Committees and otherindividual Directors which also include criteria for performance evaluation of thenon-executive directors and executive directors. W hile a ppointing and re-appointingIndependent Directors the Board ensures that there is appropriate balance of skillsexperience and knowledge to enable the Board to discharge its functions and dutieseffectively.

In accordance with the provisions of Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the evaluation process for the performance of the Board itsCommittees and individual Directors was carried out internally. The Board evaluated itsperformance after seeking inputs from all the Directors on the basis of criteria such asthe Board composition a nd structure effectiveness of board processes information andfunctioning etc.

FAMILIARIZATION OF INDEPENDENT DIRECTORS

The Company familiarizes its Directors including independent directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through on variousprograms.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the Notes to the Financial Statements provided in this Annual Report.

RISK MANAGEMENT SYSTEM

In today’s economic environment Risk Management is a very important part ofbusiness. The main aim of risk management is to identify monitor & take precautionarymeasures in respect of the events that may pose risks for the business. The Board &Audit Committee is responsible for reviewing the risk management plan and ensuring itseffectiveness. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis by keeping Risk ManagementReport before the Board & Audit Committee periodically.

REPORT ON CORPORATE GOVERNANCE

The Provisions of Regulation 17 to 27 Regulation 46 (2) (b) to (i) and Schedule V ParaC D and E of SEBI (LODR) Regulations 2015 is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the growth of the company operations performance vis-a-visindustry growth and outlook of the Company and its business is given in the ManagementDiscussion and Analysis appearing as Annexure-D to this Report and it also covers economicfactors that impacted the growth of the business during the year under review.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company’spolicies and strategy apart from other Board matters. During the financial year 2020-20218 (Eight) Board meetings were held.

The intervening gap between the two board meetings did not exceed 120 days.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 Annual Return ofthe Company has been placed on the website of the Company. The web address where theextract of annual return is uploaded is www.tirupatityresltd.in

CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO

In the view of nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134 (3) (m) of the Act read with Companies’(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company. Further refer Annexure C forfurther details.

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company is listed on BSE Limited and Metropolitan StockExchange of India Limited. The Company has paid the listing fees as payable to the BSELtd. and Metropolitan Stock Exchange of India Limited for the financial year 2020-2021.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are available on the websiteof the Company. The link to view this policy ishttp://www.tirupatityresltd.in/pl/Whistle%20bolwer%20and%20vigil%20mechanism%20policy%20pdf.pdf.

During the financial year 2020-2021 no cases under this mechanism were reported in theCompany.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.

During the Financial Year 2 020-2021 your Company has complied with a pplicableSecretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

The Auditors have not reported any fraud as specified under Section 143(12) of theCompanies Act 2013 other than those which are reportable to the Central Government.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records a s specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly such accountsare not made and maintained by the Company.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

The Company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the financial year2020-2021 no cases in the nature of sexual harassment were reported at our workplace ofthe Company. Further the company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required underregulation 17(8) of the Listing Regulation and Chief Executive Officer declaration aboutthe Code of Conduct is Annexed to this Report as Annexure - G.

GENERAL DISCLOSURE

Your Directors state no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Companyunder any scheme.

3. Your Company has not resorted to any buy back of its Equity Shares during the yearunder review.

4. Your Company does not have any subsidiaries. Hence neither the Managing Director norany other Directors of your Company received any remuneration or commission during theyear from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and your Company’s operations infuture.

6. During the year there is no application made or any proceedings pending under TheInsolvency and Bankruptcy Code 2016.

7. Details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof. Not Applicable.

CAUTION STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certainstatements describing the Company’s objectives expectations or forecasts that appearto be forward looking within the meaning of applicable securities laws and regulationswhile actual outcomes may differ materially from what is expressed herein. The Company isnot obliged to update any such forward-looking statements. Some important factors thatcould influence the Company’s operations comprise economic developments pricing anddemand and supply conditions in global and domestic markets changes in governmentregulations tax laws litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude to the BSE Limited Ministry of FinanceMinistry of Corporate Affairs Registrar of Companies National Securities DepositoryLimited other government and regulatory authorities financial institutions and thebankers of the Company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued supportextended by the Company’s stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyresulting in satisfactory performance during the year.

By order of the Board of Directors

For Tirupati Tyres Limited

Sd/-

Nikita Parekh

Chairman cum Managing Director& CFO

DIN 06800141

Date: 03.09.2021.

Place: Mumbai

.