Dear Members,
Tipco Engineering India Private Limited
our directors have pleasure in presenting the Fourth (04th) Annual Report
together with the Financial statements for the financial year ending 31st March
2025 along with the Board s Report including annexures thereto and Report of Auditor's
thereon.
1. FINANCIAL SUMMARY:
1 he Company's financial performance for the financial year ended March 31, 2025:
| Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
1,33,22,50,574 |
1,01,27,47,031 |
| Other Income |
12,04,356 |
16,07,494 |
| Total Income |
1,33,34,54,930 |
1,01,43,54,525 |
| Less: Total expenses before Depreciation, Finance Cost and Tax |
1,09,87,00,246 |
89,25,59,757 |
| Profit before Depreciation, Finance Cost and 1 ax |
23,47,54,684 |
12,17,94,768 |
| Less: Depreciation |
64,38,854 |
53,78,557 |
| Less: Finance Cost |
4,15,46,184 |
1,35,46,314 |
| Profit Before Extraordinary & Exceptional Items and Fax |
18,67,69,646 |
10,28,69,897 |
| Less: Extraordinary & Exceptional Items |
- |
- |
| Profit before tax |
18,67,69,646 |
10,28,69,897 |
| Less: Current Tax |
4,05,94,130 |
1,86,08,608 |
| Less: Earlier Years l ax |
1,03,830 |
- |
| Less: Deterred tax Liability (Asset) |
65,74,149 |
1,43,127 |
| Profit after Tax |
15,26,45,835 |
8,44,04,417 |
2. STATU OU AFFAIRS / HIGHLIGHTS:
I. The Company is engaged in the business of "to carry on the business as
manufacturers and suppliers of all kind of machineries required in the industries related
to chemicals, processing, paints, pharmaceuticals, foods etc."
II. There has been no change in the business of the Company during the financial year
ended March 31, 2025.
III. During the year under review, the income from operation of the Company for the
financial year 2024-25 stood as Rs. 1,33,22,50,574 against Rs. 1,01,27,47,031 in the
previous year. The Company earned a profit of Rs. 15,26,45,835 against a profit of Rs.
8,44,04,417 in the previous year.
3. WEB LINK OF ANNUAL RETURN, IF ANY:
The Company is having website i.e. https://'lipcoone.inoorinK.com/ and annual
return of Company has been published on such website. Link of the same is given below
4. MEETINGS OF BOARD OF DIRECTORS:
Nine (09) Board Meetings were held during the Financial Year ended March 31, 2025 i.e.
30.04.2024, 08.05.2024, 17.05.2024, 13.08.2024, 05.09.2024, 11.12.2024, 17.01.2025,
31.01.2025 and 10.03.2025. The maximum gap between any two Board Meetings was less than
one Hundred and Twenty days. Details are given as follows:
| Date of Meeting |
Total no. of Director as on Date of Meeting |
Attendance |
|
|
No. Directors Attended meeting |
% of Attendance |
| 30.04.2024 |
2 |
2 |
100% |
| 08.05.2024 |
2 |
2 |
100% |
| 17.05.2024 |
2 |
2 |
100% |
| 13.08.2024 |
2 |
2 |
100% |
| 05.09.2024 |
2 |
2 |
100% |
| 11.12.2024 |
2 |
2 |
100% |
| 17.01.2025 |
2 |
2 |
100% |
| 31.01.2025 |
2 |
2 |
100% |
| 10.03.2025 |
2 |
2 |
100% |
5. DETAILS IN RESPECT OF FRAUD:
During the year under review, the Statutory Auditor in their report have not reported
any instances of frauds committed in the Company by its Officers or Employees under
section 143(12) of the Companies Act, 2013.
6. BOARD'S COMMENT ON THE AUDITORS' REPORT:
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any
further comment. Further, The Auditors' Reports for the financial year 2024-25 does not
contain any qualification, reservation, adverse remark or disclaimer.
7. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
8. SHARE CAPITAL Authorised Capital:
As on 31sl March, 2025, the authorised share capital of the Company stood at
Rs.l,00,00,000 divided into 10,00,000 equity shares of Rs. 10/- each.
Issued Subscribed & Paid-up Capital:
As on 31st March, 2025 the paid up share capital of the Company and paid-up share
capital of the Company stood at Rs. 1,71,360 divided into 17,136 equity shares of Rs. 10/-
each. Further, during the year under review, the Company has made allotment on
preferential basis through private placement in their meeting held on January 17, 2025 for
1366 Equity Share at a price of Rs. 37,349 (Rupees Thirty Seven Thousand Three Hundred
Forty Nine Only) including Face value of Rs. 10 (Rupees Ten Only) and Premium of Rs.
37,339 (Rupees Thirty Seven Thousand Three Hundred Thirty Nine Only).
Dematerialisation of Shares:
During the year under review, the Company has entered into tripartite agreements for
dematerialization of equity shares with the Maashitla Securities Private Limited
(hereinafter refereed as "Registrar & Transfer Agent (RTA)"), National
Securities Depository Limited and Central Depository Services (India) Limited (hereinafter
refereed as "Depository"). Further, as on March 31, 2025, all the Equity Shares
issued by the Company are held in demat form except Equity shares hold by Ritesh Sharma,
Sonia Sharma and Veena Rani. The Company 1S1N No. is 1NE1U6D01014 and M/s. Maashitla
Securities Private Limited is the Registrar and Share Transfer Agent of the Company.
Transfer of Shares:
Purine, Iho rear under review, the Company has received request letter from Ritesh
Sharma lor splitting the Share certificate of 9000 Equity Shares held by him having folio
no. 01 and Certificate no. 01 into two share certificate of 8500 Equity Share and 500
Equity Share respectively.
Further, the Company has also received share transfer request from Mr. Ritesh Sharma
for 500 equity shares along with supporting documents. The Company in their meeting held
on 10th March, 2025 approved the transfer of share of the Company.
Issue of Equity Shares with differential voting rights, Sweat Equity, ESOP etc.
During the year under review, the company has not issued any equity shares with
differential voting rights, Sweat Equity Shares or Shares to its employees under
"Employee Stock Option Scheme".
9. CHANGE IN DIRECTORSHIP:
During the year under review, there is no change in the Board of Directors of the
company.
Further, after the closure of financial year, the Company has appointed Mr. jeewan
Chandra and Mr. Patterson Thomas as Non-Executive Independent Director and Mr. Anup Kumar
Singh as Non-Executive Director in the Extra-Ordinary General Meeting of the Company held
on July 16,2025. Thereafter, the Company has appointed Ms. Kirti Jain as the Compliance
office and Company Secretary of the Company in the Board Meeting held on 01st July 2025.
Furthermore, the Company has appointed in the Extra Ordinary general Meeting held on
07th August, 2025, Mr. Ritesh Sharma and Sonia Sharma as Managing Director and Whole-time
director respectively with effect from 07th August, 2025 for a period of 5 year.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year ended
March 31, 2025, were on an arm's length basis and were in the ordinary course of business.
Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
However, there are some materially significant related party transactions during the
financial year made by the Company, thus, disclosure in Form AOC-2 is attached as Annexurc
A.
1 lowever, the disclosure of transactions with related parties for the financial year
is given in Note no.33 to the Balance Sheet i.e. as per Accounting Standard -18.
12. COMPLIANCE WITH SECRETARIAL STANDARD:
The Company has Complied with the applicable Secretarial Standards (as amended from
time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/ AGM)
i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by
Central Government under section 118(10) of the Companies Act, 2013.
13. PARTICULARS OF LOANS AND INVESTMENT:
The Company has not made any investments, given guarantees, or provided securities
during the financial year under review. However, the company has given loan during the
financial year. Therefore, company has complied with the provisions of Section 186 of the
Companies Act, 2013 and details of the same has given in the notes 14 and 18 to the
Financial Statements.
14. TRANSFER TO RESERVE:
The Board of Directors of your company has decided to transfer any amount of profit to
the Reserves for the financial year under review.
15. DIVIDEND:
During the year under review, the Company has not recommend or declared any dividend.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
The details of Conservation of energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo Information as required under section 134(3) of the Companies Act,
2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014, has been
annexed as Annexure - B to this report and forms part of this report.
17. RISK MANAGEMENT POLICY:
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These 110 reviewed to ensure
that executive management controls risk through moans ol a pioperly defined framework. The
major risks have been identified by the ^ ornpam and its mitigation process/measures have
been formulated in the areas such as business, project execution, financial, human,
environment and statutory compliance.
18. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE | "POSH "]:
1 he Company has adopted a policy for prevention of sexual harassment at the workplace,
in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints
Committee ("ICC") has been duly constituted as per the provisions of the POSH
Act to redress complaints regarding sexual harassment at the workplace.
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed there under. Further details are as
follow:
a. Number of complaints of Sexual Harassment received in the Year: NIL
b. Number of Complaints disposed -off during the year: NIL
c. Number of cases pending for more than ninety days: NIL
19. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, the Company doesn't have any Subsidiary & Joint
Venture and Associate Companies at the end of the year.
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLWITH REFERENCE TO FINANCIAL STATEMENT:
The Company has in place adequate internal financial controls with reference to
financial statements. During the financial year, such controls were tested and no
reportable material weakness in the design or operation was observed.
21. AUDITOR:
Statutory Auditors
As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made
thereunder (hereinafter referred to as "The Act"), the Company at its First (01)
Annual General Meeling('AGM") had approved the appointment of M/s. Mittal Vaish &
Co., Chartered Accountants (FRN 013622N) as Statutory Auditor for a period of 5 years
commencing from the conclusion of First (0IS|) AGM till the conclusion of the
Sixth (06th) AGM to be held in the year.
Further. M/s. Mittal Vaish & Co.. Chartered Accountants (FRN 013622N) has resigned
trom the Company resignation loiter dated 04.06.2025. Therefore, the Company has appointed
M/s. Vinav 1 Aggarvval & Associates, Chartered Accountant (FRN 01963IN) as statutory
auditor ot the Company for the financial year 2024-25 and they shall hold ollice until the
conclusion of the ensuing Annual General Meeting.
Secretarial Auditors
During the year under review, the provision of Secretarial Auditor has not applicable
to the Company.
Cost Auditors
During the year under review, the Company has appointed R Singhal and Associates, Cost
Accountant as cost auditor of the Company. Further, the Cost auditor has provided the
coast audit report for the Financial Year 2024-25.
22. DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors would like to inform the Members that the Audited Accounts for the
financial year ended March 31, 2025, are in full conformity with the requirement of the
Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s.
Vinay I Aggarwal & Associates, Chartered Accountant (FRN 019631N). The Directors
further confirm that: -
a) In the preparation of the annual accounts for the year ended March 31, 2025 the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same.
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of
the Company for the year ended on that date.
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a 'going concern' basis.
e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act,
2013 pertaining to laying down internal financial controls is not applicable to the
Company.
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
23. DEPOSITS:
1 he company has not accepted any deposits under Section 73 of the Companies
Act, 2013 dining the financial year under review. However, the company has accepted loans
from directors/ relatives of directors and banks during the financial year. The same has
been mentioned in the balance sheet of the Company
24. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review, the provision of the Corporate Social Responsibility
(CSR) had applicable on the Company. The Company had constituted a CSR Committee to decide
upon and implement the CSR Policy of the Company.
Details of CSR Committee:
| Name of Director |
Category |
Designation |
| Rilesh Sharma |
Director |
Chairman |
| Sonia Sharma |
Director |
Member |
The Brief Outline of CSR Policy and initiatives undertaken during the year has been
annexed as 'Annexure - C' to the Directors' Report
25. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:
During the year under review, the provision of Section 149(4) of the Companies Act,
2013 lias not applicable to our Company. Further, after the closure of financial year
2024-25, our Company has appointed Mr. Jeewan Chandra and Mr. Patterson Thomas as Non-
Executive Independent Director. The Company has received necessary declarations from all
Independent Directors of the Company in accordance with the provisions of Section 149(7)
of the Companies Act, 2013 confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013.
26. ESTABLISHMENT OF VIGIL MECHANISIV WHISTLE BLOWER POLICY:
During the year under review, the provisions of section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, has
not applicable to our Company.
27. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:
During the year under review, the provision of Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, has not applicable to our company.
28. CORPORATE GOVERNANCE:
The Company has adopted best corporate practices and is committed to conducting its
business in accordance with the applicable laws, rules and regulations. The Company's
Corporate Governance practices are driven by effective and strong Board oversight, timely
disclosures, transparent accounting policies and high level of Integrity in decision
making.
29. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES &
INDIVIDUAL DIRECTORS:
The Board of Directors have evaluated the performance of all Directors and its
Committees. The Board deliberated on various evaluation attributes for all directors and
after due deliberations made an objective assessment and evaluated that all the directors
in the Board have adequate expertise drawn from diverse industries and business and bring
specific competencies relevant to the Company's business and operations. The Board found
that the performance of all the Directors was quite satisfactory.
The Board also noted that the term of reference and composition of the Committees was
clearly defined. The Committee performed their duties diligently and contributed
effectively to the decisions of the Board.
The functioning of the Board and its committees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Directors.
30. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016:
During the year under review, the provision of Insolvency and Bankruptcy Code, 2016 has
not applicable to our Company.
31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTION ALONG WITH REASON THEREOF:
The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof is not applicable.
32. MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
33. ACKNOWLEDGMENT:
Our directors place on the record their appreciation of the Contribution made by
employees, consultants at all levels, who with their competence, diligence, solidarity,
cooperation and support have enabled the Company to achieve the desired results.
The board of Directors gratefully acknowledge the assistance and co-operation received
from the Central and State Governments Departments, Shareholders and Stakeholders.
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