The Members of
Tirupati Tyres Limited
The Board of Directors hereby presents its Director's Report onbusiness & operations of your Company (the Company') along with AuditedFinancial Statements for the financial year ended 31st March 2018.
|FINANCIAL RESULTS || |
(Figures in Rupees)
|Particulars || || |
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|Revenue from operations || |
|Revenue from other Income || |
|Total Revenue || |
|Profit Before Depreciation and Interest || |
|Depreciation || |
|Interest || |
|Profit After Depreciation and Interest || |
|Provision for Taxation || |
|Provision for tax (Deferred) || |
|Profit/Loss after tax || |
|Balance Carried to Balance Sheet || |
Note: Figures of the Financial Year 2017-18 are regrouped orreclassified.
1. STATE OF COMPANY'S AFFAIR
Company's total revenue on a standalone basis decrease to Rs. 15073 inFY 2017-18 from Rs.102851 in FY 2016-17.
In view of the planned business growth your Directors deem it properto preserve the resources of the Company for its activities and therefore do not proposeany dividend for the Financial Year ended 31st March 2018.
3. REGISTERED OFFICE OF THE COMPANY
During the year your Company has shifted its registered office from503 Shri Krishna Complex Opp. Laxmi Industrial Estate Andheri West Mumbai (MH)-400053to D/1 Jafferbhai Industrial Estate Near Marol Metro Station Marol Naka Andheri EastMumbai (MH)- vide Board approval dated 21/08/2017.
4. AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the company has not proposed to transfer any amount tothe General Reserve.
5. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS LoansGuarantees and Investments covered under Section 186 of the Companies Act 2013 forms partof the Notes to the Financial Statements provided in this Annual Report.
7. MATERIAL CHANGES AND COMMITMENTS
? No other material changes have occurred and commitments madeaffecting the financial position of the Company between the end of the financial year ofthe Company and the date of this report.
? There is no order is passed by regulator or court or tribunalagainst the Company impacting the going concern concept or future operations of theCompany.
8. SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES
During the year under review there were no such companies which havebecome Subsidiaries/ Joint Venture/ Associate Companies.
9. MEETINGS OF THE BOARD
The Board of Directors of the Company met 11 (Eleven) times during theyear under review. The gap between two Meetings did not exceed 120 (one hundred andtwenty) days. Detailed information on the meetings of the Board its Committees and theAGM is included in the Report on Corporate Governance which forms part of this AnnualReport.
10. BOARD COMMITTEES
As per the requirement of Companies Act 2013 and relevant Regulationof SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Your Companyhas the following mandatory committees:
1. Audit Committee
2. Nomination and Remuneration Committee (NRC)
3. Stakeholders Relationship Committee (SRC)
The details of committees along with their composition number ofCorporate Governance Report. meetings and attendance at the meetings are provided in the
11. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)
During the Year under review the following changes occurred in theposition of Directors/KMPs of the Company.
|. Name of Director/KMPs ||Date of ||Event |
| ||Event || |
|1. Mr. Parshottambhai Rupareliya ||15/05/2017 ||Resignation from the post of Directorship |
|2. Mrs. Nagma Mistry ||29/05/2017 ||Re-appointment of Ms. Nagma Mistry as Whole Time Director |
| || || |
|3. Mr. Uttamkant Mahadeo Ambre ||14/07/2017 ||Appointment as Additional Director |
| || || |
|4. Mr. Jitendra Ramjeet Yadav ||24/01/2018 ||Re-appointment as Executive Director |
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12. INDEPENDENT DIRECTORS a) Disclosure: The Independent Directors haveconfirmed and declared that they are not disqualified to act as an Independent Director incompliance with the provisions of Section 149 of the Companies Act 2013 and the Board isalso the opinion that the Independent Directors fulfills all the conditions specified inthe Companies Act 2013 making them eligible to act as Independent Directors. b)Familiarization Programme: As per Regulation 25(7) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the details of the familiarization programmefor Independent Directors have been detailed out in the Corporate Governance Reportforming part of the Annual Report and are also disclosed on the website of the Company atwww.tirupatityresltd.com. c) Meeting: The details of the meeting of Independent Directorsare given in Corporate Governance Report forming part of this Annual Report.
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulation 2015 a structured questionnairewas prepared after taking into consideration of the various aspects of the Board & itsCommittees execution and performance of specific roles duties obligations andgovernance. The performance evaluation of Committees Executive Directors Non-ExecutiveDirectors and Independent Directors was completed. The Performance evaluation of theChairman Non-Executive Directors & Board as a whole was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process. Directors of the Company has carried their own performance evaluationtoo known as "Self Assessment"
16. RELATED PARTY TRANSACTION
During the year under review the Company has not enter into anycontracts or arrangement with its related parties referred to in Section 188(1) of theCompanies Act 2013. Disclosures in Form AOC-2 in terms of Section 134 of the CompaniesAct 2013 is included in this report as "ANNEXURE-A" and forms an integral partof this report.
A Policy on Related Party Transactions as approved by the Board isavailable on the Company's website at: www.tirupatityresltd.com.
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 as required under Section 92 of the Companies Act 2013 is included in this reportas "ANNEXURE-B" and forms an integral part of this report. Annual return U/S92(3) of the Companies Act 2013 also placed at www.tirupatityresltd.com.
18. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The Nomination and Remuneration Committee of Board of Directors of theCompany leads the process for appointment of Directors and Key Managerial Personnel andSenior Management personnel in accordance with the requirements of the Companies Act2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and otherapplicable laws. Nomination & Remuneration Policy is available on the website of theCompany on the below link: (www.tirupatityresltd.com ) and as"ANNEXURE-C" to this report.
19. RISK MANAGEMENT
In today's economic environment Risk Management is a very importantpart of business. The main aim of risk management is to identify monitor & takeprecautionary measures in respect of the events that may pose risks for the business. TheBoard & Audit Committee is responsible for reviewing the risk management plan andensuring its effectiveness. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis by keeping RiskManagement Report before the Board & Audit Committee periodically.
20. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
In compliance with Section 134 of The Companies Act 2013 read with TheCompanies (Disclosure of Particulars in the report of Board of directors) Rules 1988 astatement giving information regarding Energy Conservation Technology Absorption andForeign Exchange earnings and out go is given in "ANNEXURE-D" forming part ofthis Annual Report.
? STATUTORY AUDITOR
M/s. S. K. Kumar & Co. Chartered Accountants were appointed asstatutory auditor of the Company in the AGM held on September 30 2016 for the period of 4years. . The Auditors Report has not contained any qualification reservation or adverseremark on the financial statements for the year ended 31st March2018. The Auditor'sReport is enclosed with the Financial Statements in this Annual Report.
? SECRETARIAL AUDITOR
Mrs. Shiwali Jhawar Practicing Company Secretaries [M. NO.: 40572 CPNO.: 17259] was appointed to conduct the secretarial audit of the Company for theFinancial Year 2017-18 as required under Section 204 of the Companies Act 2013 and rulesmade thereunder. The Secretarial Audit Report for the Financial Year 2017-18 forms part ofthe Annual Report as "ANNEXURE-E" to the Board's Report. The Secretarial AuditReport has contained qualification reservation or adverse remark i.e.
1. Non appointment of Qualified Company Secretaries as perSection 203 and Internal Auditor as per Section 138 of Companies Act 2013. The Managementwill do the needful for the same.
22. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and the relevantrules the Company is not required to spend any amount towards CSR Expenditure as none ofthe thresholds limits as specified in Section 135 is crossed.
24. DISCLOSURE REQUIREMENTS
Corporate Governance Report and Management Discussion and Analysis formpart of this Annual Report for the year ended 31st March 2018. The Company has a whistleblower policy/vigil mechanism to report genuine concerns or grievances. The Whistle BlowerPolicy/vigil mechanism has been posted on the website of the Company (www.tirupatityresltd.com).
The Board has laid down a code of conduct for Board members &Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 & has been posted on the website of theCompany
All the Board members & Senior Management Personnel have affirmedcompliance with the said code of conduct for the year ended on 31st March 2018. Adeclaration to this effect signed by the Managing Director forms part of this AnnualReport.
The Board has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015.The Insidertrading Policy of the Company covering code of practices and procedures for fairdisclosure of Unpublished Price Sensitive Information and Code of Conduct for theprevention of Insider Trading has been posted on the website of theCompany.
All the Board members & KMPs have affirmed compliance with the saidcode of conduct for the year ended on 31st March 2018.
25. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has put in place an adequate system of Internal FinancialControl commensurate with the size and nature of business which helps in ensuring theorderly and efficient conduct of its business. These systems provide a reasonableassurance in respect of providing financial and operational information complying withapplicable statutes safeguarding of assets of the Company prevention & detection offrauds accuracy &completeness of accounting records and ensuring compliance withcorporate policies. The Company has an internal audit team which is commensurate with thesize nature & complexity of operations of the Company. The Internal Audit Report issubmitted to the Audit Committee on quarterly basis the Audit Committee reviews theperformance of internal audit function. The Audit Committee reviews adherence to internalcontrol systems and internal audit reports.
26. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that: a) In the preparation of annualaccounts the applicable accounting standards has 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 and of the profit of the Company for thatperiod. c) The Directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) The Directors had prepared the annual accounts on a goingconcern basis. e) The Company has established internal financial controls and thesaid controls are adequate and are operating effectively. A proper compliance system wasestablished to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
27. LISTING OF SHARES
Shares of the Company are listed on the Bombay Stock Exchange Limited(BSE) Mumbai and Metropolitan Stock Exchange of India Limited(MSEI) Mumbai whichprovide the wider access to the investor's national wide.
29. DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are available for dematerializationwith both NSDL and CDSL. Our registrar for electronic connectivity with the NationalSecurities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is M/sSkyline Financial Services Private Limited (SEBI REG. NO.: INR000003241) Mumbai.
30. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION
Human Resource plays vital role in your Company. If finance is theblood of any organization then Human Resource is not less than pulse which keeps runningproduction by their hard work day and night. Your Company has performance managementprocess to motivate people to give their best output and encourages innovation andmeritocracy. Board places on record their appreciation and sincere thanks towards theircontribution to the Company's performance during the year. The Board is pleased to informyou that Industrial relations have continuously been cordial at all levels throughout theyear.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of women at workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent ContractualTrainees) are covered under this policy. The following is the summary of sexual harassmentcomplaint received and disposed off during the year 2017-18. No. of Complaint received :NIL No. of Complaint disposed off : NIL
The Board takes this opportunity to express its sincere appreciationfor the excellent support and cooperation received from company's bankers investorscustomers suppliers statutory authorities for their consistent support to the Company.The Directors also sincerely acknowledge the outstanding support and services of theworkers staff and executives of the Company which have together contributed to theefficient operations and management of the Company. For and On Behalf of the Board ofDirectors of
Tirupati Tyres Limited
|Place: Mumbai || |
Ashokkumar Karn Shailendra
Nasir Ahmed Khan
|Date: 30/08/2018 || |
Director (DIN: 08125487)