Tirupati Tyres Limited
Your Directors are pleased to submit the 31stAnnual Report of the Company together withStandalone Audited Financial Statements along with Independent Auditor's Report for thefinancial year ended 31st March 2019.
The summary of the Company's Standalone financial performance for the financial year2018-19 as compared to the previous financial year 2017-18 is given below: (In Rs.)
|Particulars ||Year ended ||Year ended |
| ||31/03/2019 ||31/03/2018 |
|Revenue from Operations ||998682 ||44042000 |
|Revenue from Other Income ||- ||- |
|Total Revenue ||998682 ||44042000 |
|Profit before Depreciation and Interest ||(3044221) ||198674 |
|Depreciation ||(233750) ||(207917) |
|Interest ||- ||(5830) |
|Profit After Depreciation and Interest ||(3277971) ||(15073) |
|Provision for Taxation ||- ||- |
|Provision for Tax (Deferred) ||- ||- |
|Profit/Loss after tax ||(3277971) ||(15073) |
|Balance carried to Balance Sheet ||(3277971) ||(15073) |
*Note : Figures of the financial year 2018-19 are re-grouped orre-classified.
STATE OF COMPANY' AFFAIRS
During the year your Company has income of Rs. 998682 /- including other income ascompared to Rs. 44042000/- in the previous year. The Net Profit after tax was Rs.(3277971)/- against the Net Profit of Rs. (15073)/- in the previous year.
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 2019.
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 2018-2019 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.
The Company's paid up Equity Share capital continues to stand at Rs. 34435000/- ason March 31 2019. During the year the company has not issued any shares or convertiblesecurities. The Company does not have any Scheme for issues of shares including sweatequity to the employees or Directors of the Company.
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 and embracesthe 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 2019 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.
|Name of the Directors / KMPs ||Date of Event ||Details of Event |
|1 Ms. NagmaDilawar Mistry ||w.e.f. 26.05.2018 ||Resignation as WTD of the Company. |
|2 Mr. Naveen Pujari ||w.e.f. 30.08.2018 ||Resignation as Independent Director of the Company. |
|3 Mr. Vijay Madhukar Chavan ||w.e.f. 30.08.2018 ||Resignation as Independent Director of the Company. |
|4 Mr. Jitendra Yadav ||w.e.f. 30.08.2018 ||Resignation as WTD and CFO of the Company. |
|5 Mrs. Nikita Hardik Parekh ||w.e.f. 30.08.2018 ||Appointment as Managing Director and CFO of the Company. |
|6 *Ms. ApekshaManoj Jadhav ||w.e.f. 30.08.2018 ||Appointment as Additional Independent Director of the Company. |
|7 *Mr. Vinod Mokal ||w.e.f. 30.08.2018 ||Appointment as Additional Independent Director of the Company. |
|8 *Mr. Vishal Sonawane ||w.e.f. 30.08.2018 ||Appointment as Additional Independent Director of the Company. |
|9 Mr. AshokkumarKarn ||w.e.f. 26.05.2018 ||Appointment as WTD of the Company |
|10. Mr. AshokkumarKarn ||w.e.f. 06.09.2018 ||Resignation as WTD of the Company. |
|11. Ms. Kanika Kabra ||w.e.f. 01.01.2019 ||Appointment as Company Secretary of the Company |
.*During the year there was a change in designation of the following directorsfrom Additional Independent Director to Independent Director of the Company for a periodof 5(Five) years from the conclusion of the 30th Annual General Meeting of the Company:
1. Ms. ApekshaManoj Jadhav
2. Mr. Vinod Mokal
3. Mr. Vishal Sonawane
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 B 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 its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory Auditors of the Company and cover all offices and key business areas. Furtherit is in extensive search of the Internal Auditor whose main thrust is to test and reviewcontrols appraisal of risks and business processes beside benchmarking controls withbest practices in the industry.
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 in Report on Corporate Governance' forming partof the Annual Report.
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 - F
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 hereby confirmthat:
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 and sufficient care for maintenance of adequate accounting records in accordancewith the provisions of Act have been taken for safeguarding the assets of the Company andfor 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.
The Company Auditors M/s. S. K. Kumar & Co Chartered Accountants are resigningat the conclusion of the forthcoming Annual General Meeting of the Company.
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 be and are hereby appointed as theStatutory Auditors of the Company to fill the casual vacancy caused due to resignation ofM/s. S. K. Kumar & Co. Chartered Accountants Mumbai to hold office of StatutoryAuditor till the conclusion of the Thirty Sixth Annual General Meeting.
The Company has received a written consent to such appointment from M/s. PMPK &Company Chartered Accountants and a certificate that the appointment if made shall bein accordance with the criteria as specified in Section 141 of the Act. In the term ofListing Regulation the Auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.
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 Mr. Nitesh Chaudhary Practicing Company Secretary Mumbai (MEM NO.FCS-10010 & COP NO.16275) to undertake the Secretarial Audit of the Company for thefinancial year 2018-2019. The Report of the Secretarial Auditor is annexed herewith as AnnexureC 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 for thefinancial year ended 31st March 2019does not contain any qualifications reservations oradverse remarks
Secretarial Auditors' Report for financial year ended 31st March 2019 contains thefollowing qualifications reservations or adverse remarks on which the management hasgiven their explanations.
1. The Company has not disseminated to the exchange the newspaper publications made bythe Company during the year as required under regulation 47(1) and (3) of SEBI (LODR)Regulation 2015. Here the Management would like to clarify that the company has madepublications in the newspapers as required under the provisions of Regulation 47 of SEBI(LODR) Regulations 2015. Further newspaper publications are not mandatorily requiredto be disseminated on the website of the Stock Exchange as per the provisions ofRegulation 47 of SEBI (LODR) Regulations 2015. Hence keeping in view the provisions ofSEBI (LODR) Regulations 2015 the company has not violated any of the provisions of theSEBI (LODR) Regulations 2015 as mentioned by the Secretarial Auditor's.
2. The Company has not complied with the requirement of appointment of Internal Auditoras per the section 138 of the Companies Act 2013. The Company is in process of findinga suitable candidate / firm to be appointed as Internal
Auditor of the Company.
3. The Company has not complied with the requirement of appointment of Whole timeCompany Secretary as per the section 203 of the Companies Act 2013. The Company hasappointed a Whole Time Company Secretary as required the section 203 of the Companies Act2013.
4. The company has not filed MGT-15 for report on annual general meeting including theconfirmation to the effect that the meeting was convened held and conducted as perSection 121 of the Companies Act 2013. The Company was not aware of the provisions ofthe same and the company will from this year make sure to comply with the same.
5. The company has not file E-voting result & Scrutinizer report to Stock Exchangeon the last annual general meeting. The
Company was not aware of the provisions of the same and the company will from this yearmake sure to comply with the same.
6. The company has not filed MGT-14 for approval of Board's report as per Section 117of Companies Act 2013. The
Company was not aware of the provisions of the same and the company will from this yearmake sure to comply with the same.
7. The company has not filled annual return forms within the time stipulated (AnnualFiling has been done with additional fees to the ROC) as per requirements of the CompaniesAct 2013. The Company has filedthe same with additional fees and the company will makesure to comply with the same this year within the prescribed time.
The Company is in compliance with Section 177 of the Companies Act 2013 read withapplicable provisions thereof. Further the Company has also complied with Regulation 18of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
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 considered forthe 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 - G" 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 the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in this regardand 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.
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. While appointing 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 and 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 of business.The main aim of risk management is to identify monitor & take precautionary measuresin respect of the events that may pose risks for the business. The Board & AuditCommittee 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
Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its inception. A separate report on Corporate Governance is providedtogether with a Certificate from the Statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under Listing Regulations.A Certificate of the CEO and CFO of the Company in terms of Listing Regulations interalia confirming the correctness of the financial statements and cash flow statementsadequacy of the internal control measures and reporting of matters to the Audit Committeeis also annexed.
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-E 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's policiesand strategy apart from other Board matters. During the financial year 2018-19 EightBoard meetings were held on May 26 2018 May 30 2018 August 14 2018 August 30 2018September 6 2018 November 14 2018 February 13 2019 and March 29 2019.
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 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure A. Theweb address where the extract 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 D for further 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. for the financial year 2018-2019.
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 included in the Report onCorporate Governance which forms part of the Annual Report.
During the financial year 2018-19 no cases under this mechanism were reported in theCompany.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.
During the Financial Year 2018-19 your Company has complied with applicableSecretarial 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 as 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 year2018-19 no cases in the nature of sexual harassment were reported at our workplace of theCompany. 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.
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 in future.
The Board's Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein. The Company is notobliged to update any such forward-looking statements. Some important factors that couldinfluence the Company's operations comprise economic developments pricing and demand andsupply conditions in global and domestic markets changes in government regulations taxlaws litigation and industrial relations.
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.
Mrs. Nikita Hardik Parekh
Chairman cum Managing Director
Place : Mumbai