TO.
Members,
Tirupati Forge Limited
Your Directors take pleasure in presenting the 11th (eleventh) Annual
Report, together with the Audited Financial Statements, for the financial year
ended March 31,2023.
1. FINANCIAL PERFORMANCE:
The Audited Standalone Financial Statements of your Company as on 31st
March, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation
33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions
of the Companies Act, 2013 ("Act").
|
|
(Amount m Lakhs) |
Particulars No. |
F.Y. 2022-23 |
F.Y. 2021 -22 |
1. Revenue from Operations |
9,202.98 |
8,823.61 |
2. Other Income |
180.89 |
106.71 |
3. Total Revenue |
9,383.87 |
8,930.32 |
4. Cost of Materials Consumed |
4,760.16 |
5183.81 |
5. Purchase of traded goods |
151.76 |
363.92 |
6 (Increase) in inventories of finished goods, work-inprogress and scrap |
248.19 |
-506.34 |
7. Employees Benefit Expenses |
431.58 |
376.61 |
8. Finance Costs |
107.27 |
87.60 |
9. Depreciation and Amortization Expenses |
270.77 |
242.92 |
10. Other Expenses |
2,151.43 |
2346.59 |
11. Total Expenses |
8,121.16 |
8,095.11 |
12. Profit Before Tax |
1,262.71 |
835.21 |
Tax Expenses |
|
|
Current Tax |
334.22 |
228.89 |
Deferred Tax |
-14.37 |
-15.99 |
13. Total Tax Expenses |
319.85 |
212.90 |
14. Other Comprehensive Income |
- |
- |
1 ^ Total Comprehensive Income for the Year attributable to ' equity holders |
942.86 |
622.31 |
16. Earnings Per Share |
0.96 |
0.64 |
The standalone financial statement have been prepared in accordance with the Indian
Accounting Standards (Ind AS).
2. OPERATIONAL RESULTS AND STATE OF COMPANY'S AFFAIRS:
The Highlights of Company's performance for the year ended on March 31,2023: [In
Lakhs]
During the financial year under review, the Company's revenue from operations increased
by 5.08% to Rs. 9,383.87/- as compared to Rs. 8,930.32/- in the previous financial year.
Total Expenses has increased from Rs. 8,095.11/- of previous financial year to
Rs. 8,121.16/- of the reporting financial year.
Profit before exceptional & extra-ordinary items and tax increased from Rs.
835.21/-of previous F.Y. 2021-22 to Rs. 1,262.71/-of the reporting financial year.
Tirupati recorded Net Profit of Rs. 942.86/- for the year, registering notable
growth against profit Rs. 622.31/- of previous F.Y. 2021-22.
Earnings per Share (EPS) for the F.Y. 2022-23 is Rs. 0.96/- as compared to Rs.
0.64/- of F.Y. 2021 -22.
3. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the financial year
ended 31st March 2023.
4. DIVIDEND:
For the year under review, for furtherance of business and to meet day-to-day
operational activities, your Board of Directors has decided to plough back of profit and
does not recommend any dividend for the F.Y. 2022-23.
5. DIVIDEND DISTRIBUTION POLICY:
As per the provisions of Regulation 43A of the Securities and Exchanges Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), as amended, the Company is not required to formulate and disclose its
Dividend Distribution Policy. However, for better governance practices, the Board of
Directors (the "Board") of Tirupati Forge Limited (the "Company") had
approved the Company's Dividend Distribution Policy. Policy on Dividend Distribution has
been placed on the Company's website at https://www.tii\jpatiforge.com/file/Dividend%20Distribution%20Policy.pdf.
6. INVESTOR EDUCATION AND PROTECTION FUND flEPFT:
During the year under review, there were no instances incurred pursuant to which
Company would required to transfer any amount to Investor Education and Protection Fund.
Hence no reporting under this is required.
7. TRANSFER TO RESERVE:
During the year under review, there was no amount transferred to any of the reserves by
the Company. You may refer notes to the financial statements of the company.
8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:
The Company does not have Subsidiary, Joint Venture and Associate Company as on 31st
march, 2023.
9. LISTING:
Your Company is listed at National Stock Exchange of India Limited:
Stock Exchange where |
Scrip Symbol / |
Tirupati shares are listed |
Code |
National Stock Exchange of India Lfd. |
TIRUPATIFL |
Your Company has paid the requisite Annual Listing Fees to National Stock
Exchange of India Limited), where its securities listed.
10.MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND UNTIL THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of
the Company, which have occurred between March 31,2023, and the date of this Report.
11. SHARE CAPITAL:
During the financial year 2022-23, there was no change in the authorised, issued,
subscribed and paid- up share capital of the Company. The Company does not have any scheme
for the issue of shares, including sweat equity to the Employees or Directors of the
Company.
Authorised, subscribed, paid-up share capital of the company as on 31st
march, 2023 are as per the following:
Authorised Share Capital:
Authorised Share Capital of the company is 20,00,00,000 [Rupees Twenty Crore Only]
divided into 10,00,00,000 (Ten Crore only) Equity Shares of Rs. 2/- (Rupees Two Only) each
.
Issued. Subscribed. Paid up Share Capital:
The issued, subscribed and fully paid-up Equity Share Capital of the Company Rs.
19,60,00,000 (Nineteen Crore sixty Lacs only) divided into 9,80,00,000 (Nine Crore Eighty
Lacs Only) equity shares of the face value of Rs. 2/- (Rupees Two Only) each.
12. CREDIT RATING:
For Financial year 2022-23, Credit rating is not applicable to the company.
13. Listing of Securities with Stock Exchange:
Issue and Listed of Securities:
There has been no such instances occurred in the year 2022-23 for requirement of
listing of Securities with Stock exchange. Therefore, listed capital of the company is
same at the end of 31st march, 2023.
Listed Shares on Exchange |
Face Value |
Listed Capital |
9,80,00,000 |
Rs. 2/- |
19,60,00,000 |
14. MANAGEMENT:
DIRECTORS
The composition of the Board of Directors of the Company is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an
appropriate combination of Executive, Non-Executive and Independent Directors draws fine
balance of business acumen and independent judgment on Board's decisions. The Board
comprised of 6 (Six) Directors as at 31st March 2023, details of which are
tabled below:
Sr. No. Name of Directors |
Designation |
Directors Identification Number (DIN) |
1. Mr. Hiteshkumar G. Thummar |
Chairman & Managing Director |
02112952 |
2. Mr. Bhavesh T. Barasiya |
Whole Time Director |
05332180 |
3. Mrs. Darshna H. Thummar |
Non-Executive & Non Independent Director |
07869257 |
4. Mrs. Jagruti Nitinkumar Erda |
Independent Director |
09680025 |
5. Mr. Sachin P. Ravani |
Independent Director |
07874835 |
6. Mr. Anand Mohan Shrivastava |
Independent Director |
08684010 |
In accordance with the provisions of Companies Act, 2013, Shri. HITESHKUMAR
GORDHANBHAI THUMMAR, Chairman & Managing Director [DIN: 02112952] shall liable to
retire by rotation at the ensuing llthAnnual General Meeting of the Company and
being eligible, offer himself for reappointment. The Board hereby recommends his
re-appointment for approval of shareholders in the ensuing Annual general Meeting.
Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standards-2, the detailed information of fhe director
being appointed is provided as an Annexure of fhe Notice of Annual General Meeting.
> The Company has received declarations from all the directors and with
reference to that, there was no disqualification of any Director pursuant to Section 164
(2) of the Companies Act, 2013.
In terms of Regulation 25(8) of the Listing Regulations, they have confirmed
that they are not aware of any circumstances or situation, which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their
duties. Based upon the declarations received from the Independent Directors, the Board of
Directors has confirmed fhat they meet the criteria of independence as mentioned under
section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations and that
they are independent of the management. In accordance with the provisions of the Companies
Act, 2013, none of the Independent Directors is liable to retire by rotation. They have
complied with the Code for Independent Directors prescribed in Schedule IV of the
Companies Act, 2013.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have confirmed that they have included their names in
the data bank with the Indian institute of corporate Affairs.
In the opinion of Board, Independent Directors fulfil the conditions specified
in Companies Act, 2013 read with schedules and rules thereto as well as SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are
independent of management.
The Company has a Code of Conduct for the Directors and Senior Management
Personnel. This Code is a comprehensive code applicable to all Directors and members of
the Senior Management. A copy of the Code has been put on the Company's website www.Tirupatiforae.com
The Code has been circulated to all the Members of the Board and Senior
Management Personnel and they have affirmed compliance of the same.
Mr. Ramesh M. Patel (DIN: 02738359) resigned as Independent Directors w.e.f. 28th
April, 2022. The Board placed on its record the deep appreciation for valuable services
and guidance provided by them during the tenure of their Directorship.
The shareholders of the Company at their 10th AGM held on 30th
September, 2022, based on the recommendations of the Board of Directors, Nomination and
Remuneration Committee and considering the expertise of Mr. Hiteshkumar G. Thummar (DIN:
02112952) in the Company's business and his exceptional leadership and performance, had
approved his re-appointment as the Chairman & Managing Director of the Company for a
second term of 5 years commencing from 31st July, 2022 till 30th
July, 2027 [both days inclusive] by passed as special resolution and remuneration payable
thereof.
The shareholders of the Company at their 10th AGM held on 30th
September, 2022, based on the recommendations of the Board of Directors, Nomination and
Remuneration Committee and considering the profile of Smt. Jagruti Nitinkumar Erda - (DIN:
09680025), had approved her appointment as the Independent Director of the Company for a
first term of 5 years commencing from 26th July, 2022 till 25th
July, 2027 [both days inclusive] by passed as special resolution.
The requisite declarations and eligibility confirmations under the provisions of the
Act and Securities and Exchange Board of India ("SEBI") Regulations were
received from Shri. Hiteshkumar G. Thummar (DIN: 02112952) and Smt. Jagruti Nitinkumar
Erda - (DIN: 09680025) on account of their appointment/re-appointment.
KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 2 (51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following have designated as the Key Managerial Personnel of the company:
Sr .. ' Name of Directors No. |
Designation |
Directors Identification Number (DIN) |
1. Mr. Hiteshkumar G. Thummar |
Chairman &Managing Director |
02112952 |
2. Mr. Bhavesh T. Barasiya |
Whole Time Director |
05332180 |
3. Mr. Atul L. Natu |
Chief Financial Officer |
- |
4. Mr. Vivek M. Moliya |
Company secretary and compliance officer |
|
15. MEETINGS OF THE BOARD:
The Meetings of the Board are held at regular intervals to discuss, deliberate and
decide on various business policies, strategies, governance, financial matters and other
businesses. During the year under review, the Board of Directors met 7 times. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries
of India and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. For details, please refer to the report on corporate governance, which
forms part of this Annual Report in the form of Annexure-ll.
COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope in terms of the provisions of the Companies Act, 2013
& SEBI (LODR) Regulations 2015 read with rules framed thereunder:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders' Relationship Committee
Complaints Committee for Sexual Harassment Complaints Redressal
Details of composition, terms of reference and number of meetings held for respective
committees given in the Report on Corporate Governance, which forms a part of this Annual
Report as Annexure-
ll. During the year under review, the Board has accepted all recommendations made
by the various committees.
MEETING OF INDEPENDENT DIRECTORS:
In terms of requirements of Schedule IV of the Companies Act, 2013, The Independent
Directors of your Company meet before the Board Meetings without the presence of the
Executive Chairman or the Managing Director or other Non-Independent Director or Chief
Financial Officer or any other Management Personnel. The Independent Directors of the
Company met separately on to inter alia review the performance of Non-Independent
Directors (including the Chairman), the entire Board and the quality, quantity and
timeliness of the flow of information between the Management and the Board. All the
Independent directors were attended the meeting.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:
All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement. Executive
Directors and Senior Management provide an overview of the operations and familiarize the
new Non-Executive Directors on matters related to the Company's values and commitments.
The Directors are provided with all the documents to enable them to have a better
understanding of the Company, its various operations and the industry in
which it operates. The Director is also explained in detail the Compliance required
from him/her under the Companies Act, 2013, the Listing Regulations and other relevant
regulations and affirmation taken with respect to the same.
Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various
familiarization programmes for its Directors including review of Industry Outlook at the
Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes
with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters.
Presentations on Internal Control over Financial Reporting, Operational Control over
Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related
Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc.
Pursuant to Regulation 46 of the Listing Regulations.
The details required are available on the website of your Company at https://www.tirupatiforge.com/file/lndependent%20Director%20Familiarisation%20programme.pdf
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company has framed a Nomination and Remuneration Policy for selection and
appointment of Directors including determining qualifications and independence of a
Director, Key Managerial Personnel (KMP), Senior Management Personnel and their
remuneration as part of its charter and other matters provided under Section 178(3) of the
Companies Act, 2013.
The Nomination and Remuneration Policy Policy has been placed on the website of the
Company at
http://www.tirupatiforge.com/file/Nomination%20and%20Remuneration%20Committee_tirupati.pdf.
We affirm that the remuneration paid to Directors, senior management and other
employees is in accordance with the remuneration policy of the Company.
The salient features of the Policy are described as per below:
a) Policy on Appointment of Directors, Key Managerial Personnel and Senior Management
Personnel:
1. The policy is formulated to identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, Key Managerial
Personnel and Senior Management personnel and recommend to the Board for his / her
appointment.
2. A person should possess adequate qualification, expertise and experience for the
position he/ she is considered for appointment.
3. In case of appointment of Independent Director, the Committee shall satisfy itself
with regard to the independent nature of the Director vis-a-vis the Company to enable the
Board to discharge its function and duties effectively.
b) Policy on remuneration of Directors, KMP and Senior Management Personnel:
The Company's remuneration policy is driven by the success and performance of
Directors, KMP and Senior Management Personnel vis-a-vis the Company. The Company's
philosophy is to align them with adequate compensation so that the compensation is used as
a strategic tool that helps us to attract, retain and motivate highly talented individuals
who are committed to the core value of the Company. The Company follows mixed pay of
fixed, benefits and performance based variable pay. The Company pays remuneration by way
of salary, benefits, perquisites and allowance. The remuneration paid by the Company are
within the salary scale approved by the Board and Shareholders.
The details of remuneration paid during the financial year 2022-23 to the Directors of
the Company is provided in notes forming part of Financial Statements and given in the Annexure-ll-
Report on corporate Governance, which also part of the Annual report.
17. CODE FOR PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct to regulate, monitor and report trading by
designatec persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
This Code of Conduct also includes code for practices and procedures for fair disclosure
of unpublished price sensitive information, which has been available on the Company's
website at httDs://www.tirypatiforae.com/file/lnsider%2QTradina%20Policv Tirupati.pdf.
18. POLICY ON BOARD DIVERSITY:
The Nomination and Remuneration committee has framed a policy for Board Diversity,
which lays down the criteria for appointment of Directors on the Board of your Company and
guides organization's approach to Board Diversity.
Your Company believes that. Board diversity basis the gender, race, age will help build
diversity oi thought and will set the tone at the top. It is, therefore, imperative that
the Board consists of individuals who together offer an optimal mix of skills, experiences
and backgrounds. The Board of Directors is responsible for review of the policy from time
to time. Policy on Board Diversity has been placed on the Company's website at
https://www.tirupatiforae.com/file/Board-Diversitv-%20Policv.Ddf.
19. POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:
This policy requires the Company to make disclosure of events or information, which are
material to the Company as per the requirements of Regulation 30 of the Listing
Regulations. Policy has been placec on the Company's website at
https://www.tirupatiforae.com/file/Materialitv%20Event Tirupati.pdf
20. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:
The policy is used to identify material subsidiaries of the Company and to provide a
governance framework for such material subsidiaries. Policy on determining Material
Subsidiaries has been placec on the Company's website at
https://www.tirupatiforae.com/file/material-subsidiaries.pdf
21. CODE OF CONDUCT:
The Board of your Company has laid down two separate Codes of Conduct, one for all the
Board Members and the other for Employees of the Company. This Code is the central policy
document outlining the requirements that the employees working for and with the Company
must comply with, regardless of their location. Policy on code of conduct has been placed
on the Company's website al https://www.tirupatiforge.com/file/Code%20of%20Conduct%20for%20Diretors%20and%20Senior%20
Management_Tirupati.pd1
22. ARCHIVAL POLICY:
As per the policy, the events or information which has been disclosed by the Company to
the Stock Exchanges pursuant to Regulation 30 of the Listing Regulations shall be hosted
on the website of the Company for a period of 5 years from the date of hosting.
a. ANNUAL EVALUATION OF DIRECTORS. BOARD AND COMMITTEE PERFORMANCE
In line with Corporate Governance of the company, the Board generally performs the
major roles such as give directions in the form of strategic decisions, provide control
and support through advice to the management of the company. It becomes imperative to
evaluate the performance of the board as they are perform their duties on behalf of
stakeholders and protection of their interest is supremacy of any organization.
Further, the Board always emphasis the requirements of an effective Board Evaluation
process and accordingly conducts the Performance Evaluation every year in respect of the
following:
i. Board of Directors as a whole.
ii. Committees of the Board of Directors.
iii. Individual Directors including the Chairman of the Board of Directors.
Board Evaluation helps to identify areas for potential adjustment and provides an
opportunity to remind directors of the importance of group dynamics and effective board
and committee processes in fulfilling board and committee responsibilities.
The Main object of performance evaluation defined as per the below:
1. Improving the performance of Board towards corporate goals and objectives.
2. Assessing the balance of skills, knowledge and experience on the Board.
3. Identifying the areas of concern and areas to be focused for improvement.
4. Identifying and creating awareness about the role of Directors individually and
collectively as Board.
5. Building Teamwork among Board members.
6. Effective Coordination between Board and Management.
7. Overall growth of the organization.
Performance evaluation of the Board based on criteria such as composition and role of
the Board, Board communication and relationships, functioning of Board Committees, review
of performance of Executive Directors, succession planning, strategic planning, etc.
Performance evaluation of Committees based on criteria such as adequate independence of
each Committee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/recommendation to the
Board, etc.
The meeting of Independent Directors held separately to evaluate the performance of
nonindependent Directors, performance of the board as a whole and performance of the
Chairman, taking into account the views of Executive Directors and Non-Executive Director.
The same was discussed in the Board Meeting that followed the meeting of the independent
directors, at which the performance of the Board, its Committee sand Individual Directors
was also discussed. The entire board, excluding the independent director being evaluated,
did performance evaluation of Independent Directors.
23. REMUNERATION OF DIRECTORS AND EMPLOYEES:
Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the
year ended March 31, 2023 and forming part of the Directors' Report for the said financial
year is provided in "Annexure-lll".
24. PARTICULARS OF EMPLOYEES:
The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per
month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give
information under sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
25. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed and there were no material
departures;
b. They 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 31st March, 2023 and of the profit
of the Company for that period;
c. They have had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
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.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System including Internal Financial Controls,
commensurate with the size, scale and complexity of its operations as approved by the
Audit Committee and the Board. The Company maintains a system of internal controls
designed to provide reasonable assurance regarding:
Effectiveness and efficiency of operations.
Adequacy of safeguards for assets.
Reliability of financial controls.
Compliance with applicable laws and regulations.
The Company recognizes that the Internal Financial Controls cannot provide absolute
assurance of achieving financial, operational and compliance reporting objectives because
of its inherent limitations. In addition, projections of any evaluation of the Internal
Financial Controls to future periods are subject to the risk that the Internal Financial
Controls may become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.
Further, the Internal Financial Control framework is under constant supervision of
Audit Committee, Board of Directors and Independent Statutory Auditors. During the year,
no reportable material
weakness in the design or operations was observed. The stakeholder may refer to the
Audit report for comment on internal control system and their adequacy.
27. Frauds reported by the Auditor:
During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees, to
the Audit Committee under Section 143(12) of the Act, details of which needs to be
mentioned in Director's Report.
28. PUBLIC DEPOSITS
During the year under review, the Company has not accepted deposits within the meaning
of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014. The stakeholders may refer notes to the financial statements and
audit report part of this report.
29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES
PROVIDED:
The Company have not given any loans, made investments, given guarantees, or provided
securities, directly or indirectly, to any person or body corporate during the year under
review pursuant to the provisions of Section 186 of Companies Act, 2013. Further,
it has not acquired by way of subscription, purchase or otherwise, the securities of any
other body corporate and thus disclosures under Section 186 not required. The stakeholders
may refer notes to the financial statements in this regard.
The Company has not advanced any loan to any of its Directors or any other person in
whom the Director is interested or given any guarantee or provided any security in
connection with any loan taken by him/her in terms of Section 185 of the Companies
Act, 2013.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your board of directors informs that the Company has historically adopted the
practice of undertaking related party transactions only in the ordinary and normal course
of business and at arm's length as part of its philosophy of adhering to highest ethical
standards, transparency and accountability.
There were no materially significant related party transactions with the
Promoters, Directors and Key Managerial Personnel, which may have a potential conflict
with the interest of the Company at large.
The Particulars of contracts, arrangements with related parties entered in
ordinary course of business and on arm's length basis referred to in Section 188 (1) and
applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure-IV to
this Board Report.
In line with the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has approved a policy on related party transactions. A policy on
related party transactions has been placed On the Company's website at http://vwvw.timpatiforae.com/file/
Related%20Partv%20Transaction Tirupati.Ddf. Member may refer to note no. 32 and 33 to
the standalone and consolidated financial statement respectively, which sets out related
party disclosures pursuant to IND AS-24.
Pursuant to Regulation 23(9) of SEBI Listing Obligation and Disclosure
Requirements] Rules, 2015, your Company has filed the reports on related party
transactions with the Stock Exchange [National Stock Exchanae of India Limitedl.
31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION.
PROHIBITION & REDRESSAL1 ACT. 2013:
Your Company is committed to promote a safe and professional work environment that
fosters teamwork, diversity and trust across. Your Company has in place a policy for
prevention of sexual harassment in accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Company has constituted its Internal Complaints Committees, set up to redress
complaints received in regards to sexual harassment at workplace.
During the year under review, no complaints with allegations of sexual harassment were
received as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated below:
(A) Conservation of energy-
Your Company is committed to sustainable business practices by contributing to
environment protection and considers energy conservation as one of the strong pillars of
preserving natural resources. This also helps in reducing carbon footprint across all its
operations and improve the bottomline under our Mission Sustainability'.
(i) The steps taken or impact on conservation of energy:-
The Company applies strict control system to monitor day-to-day power consumption in an
effort to save energy. The Company ensures optimal use of energy with minimum extent of
wastage as far as possible.
(ii) The steps taken by the company for utilizing alternate sources of energy;
The Company has not taken any step for utilizing alternate source of energy.
(iii) The capital investment on energy conservation equipment;
During the year under review, the Company has not made any capital investment on energy
conservation equipment.
(B) Technology absorption-
Your Company is committed towards technology driven innovation and inculcating an
innovation driven culture within the organization. Your Company continued to work on
advanced technologies, upgrade of existing technology and capability development in the
critical areas for current and future growth.
(i) The efforts made towards technology absorption;
The Company has not made any special effort towards technology absorption. However,
company has always prepared for update its factory for new technology.
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution: Not applicable
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year: Not applicable
(iv) The details of technology imported: Not applicable
(v) The year of import: Not applicable
(vi) Whether the technology been fully absorbed: Not applicable
(vii) If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof: Not applicable
(viii) The expenditure incurred on Research and Development- Not applicable (C)
Foreign exchange earnings and Outgo-
|
|
[In Lakh] |
Particulars |
F.Y. 2021 -22 |
F.Y. 2022-23 |
Foreign Exchange Earnings |
7,307.55 |
6,949.88 |
Foreign Exchange Outgo |
2,183.58 |
1,374.63 |
33. RISK MANAGEMENT:
The Company is exposed to various potential risks like Economical Risk, Compliance
Risk, Operational Risk, Environmental Risk and Financial Risk. The Company has in place a
mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. If any weaknesses are
identified in the process of review, the same are addressed to strengthen the internal
controls, which are also revised at frequent intervals.
The elements of risk as identified by the Company with the impact and mitigation
strategy are set out in the Management Discussion and Analysis Report.
The Risk Management Policy has been placed on the website of the Company at https://www.tirupatiforae.conri/file/Risk%20Manaaement%20Policv
Tirupati.pdf
34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
As per the provisions of Section 177 (9) and (10) of the Companies Act, 2013, read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has established a vigil mechanism through which employees and business associates may
report unethical behaviour, wrong doing, malpractices, fraud, violation of Company's code
of conduct, leak or suspected leak of unpublished price sensitive information without fear
of reprisal.
The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to
time. None of the Directors or employees have been denied access to the Audit Committee of
the Board.
The Policy provides that the Company investigates such reported matters in an impartial
manner and takes appropriate action to ensure that requisite standards of confidentiality,
professional and ethical conduct are always upheld. During the FY 2022-23, no complaint
was received under Whistle Blower Policy.
The policy on vigil mechanism of the company is also available on the website of the
company
https://www.tirupatiforge.com/file/Vigil%20Mechanism_Whistle%20Blower_Tirupati.pdf.
35. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:
There were no significant and material Orders passed by the Regulators or Courts or
Tribunals, which would impact the going concern status and Company's operations in future.
3A. ANNUAL RETURN:
Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y.
2022-23 is uploaded on the website of the Company at www.tirupatiforae.com.
37. AUDITORS:
A. STATUTORY AUDITORS:
M/s Kamlesh Rathod & Associates, Chartered Accountants (Firm
Registration No. 117930W) were appointed as statutory auditor of the company for fhe first
term to hold office for a period of 5 years starting from conclusion of 10th
Annual General Meeting until the conclusion of the 15th Annual General Meeting
of the company to be held in the year of 2027.
The Statutory Auditors M/s Kamlesh Rathod & Associates, Chartered
Accountants, [ICAI Firm Registration No. 124872W] have issued their reports on Financial
Statements for the year ended March 31, 2023. There are no adverse remarks or
qualifications in the said report. The Notes on Accounts referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
As required under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Pursuant to Section 141 of the Act, the Auditors have represented
that they are not disqualified and eligible to act as the Auditor of the Company and not
taken up any prohibited non-audit assignments for the Company.
B. INTERNAL AUDITOR:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014, during the year under review the Internal Audit of the functions
and activities of the Company was undertaken by M/s. M. B. SARDHARA & ASSOCIATES
(FRN: 127974W & Membership No: 120837), the Internal Auditors of the Company.
There were no adverse remarks or qualification on accounts of the Company from the
Internal Auditors.
The Board of Directors of the Company has re-appointed M/s. M. B. SARDHARA &
ASSOCIATES (FRN: 127974W & Membership No: 120837) to conduct the Internal Audit as
per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the
Companies Act, 2013 for the financial year 2023-24.
C. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
SEBI Listing Regulations, the Board of Directors appointed Mr. CS Piyush Jethva [ICSI
Membership No.: F6377] [Proprietor],
Company Secretary in Practice to conduct the Secretarial Audit of the Company for year
ended March 31,2023. The Report of the Secretarial Auditor in the prescribed Form MR-3
annexed herewith as Annexure-V. The said Secretarial Audit Report contain remarks
that the company has not filed Form of the charge creation regarding credit facility to
purchase the vehicle. The Management clarifies that due to inadvertence by the finance
department, the charge form was not filed. As per the provision of the Companies Act,
2013, The Form has not allowed to file on MCA portal after 120 days. It is procedural
lapse only.
Pursuant to the circular issued by the SEBI dated 8th February, 2019,
Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for
the year ended 31st March, 2023, and the same was submitted to the stock
exchanges in time.
Further, pursuant to provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the
Company at its meeting held on 12th May, 2023, has re-appointed Mr. CS
Piyush Jethva [ICSI Membership No.: F6377] [Proprietor],
Practicing Company Secretary to undertake the Secretarial Audit of the Company for the
financial year 2023-24.
E. COST AUDITOR
As per of Section 148 of Companies Act, 2013 and rules made there under, Cost Audit is
not applicable to the Company for F.Y. 2022-23. However, the Company has maintained the
cost records in accordance with the rules made under the Act.
38. SECRETARIAL STANDARDS:
The Company complies with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by fhe Central Government under Section
118(10) of the Companies Act, 2013.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations is presented in a
separate section as Annexure-VI forming part of the Annual Report.
40. CORPORATE GOVERNANCE:
At Tirupati Forge, we ensure that we evolve and follow the corporate governance
guidelines and best practices diligently, not just to boost long-term shareholder value,
but also to respect rights of the minority. We consider it our inherent responsibility to
disclose timely and accurate information regarding the operations and performance,
leadership, and governance of the Company.
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate
Governance along with the certificate from CS Piyush Jethva - a Practicing Company
Secretary certifying compliance with conditions of Corporate Governance is part to this
Report. The Report on the Corporate Governance is annexed herewith as Annexure -II.
41. Corporate Social Responsibility:
In accordance with the provisions of the Companies Act, 2013, the Board has constituted
a Corporate Social Responsibility ("CSR") Committee. Details of composition and
meetings of the committee along with terms of reference is part of corporafe governance
report as Annexure-ll.
The Company has spent 2% of the average net profits of the Company during the three
immediately preceding Financial Years on CSR. The CSR obligation for fhe financial year
2022-23 was Rs. 6,15,000/- and the Company had spent Rs. 6,15,000/- for carrying out the
CSR projects. The annual report on CSR activities undertaken during the financial year
2022-23 is in accordance with the provisions of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VII to
this Report. During the year, the Company had successfully completed its CSR obligation.
Further, the Chief Financial Officer of your Company has certified that CSR spends of
your Company for the FY 2022-23 have been used for the purpose and in the manner approved
by the Board of the Company.
The CSR policy is available on the website of the Company at
https://www.tirupatiforae.com/file/Corporate%20Social%20Responsibilitv%20Policv
Tirupati%20Forae%2 OLimted.pdf
42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT fBRSRI:
Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)Regulations, 2015, The Business
Responsibility and Sustainability Report ("BRSR") for the year ended 31st
March, 2023 is not applicable to the company.
43. GENERAL DISCLOSURE:
The Directors state that no disclosure or reporting is required in respect of the
following items, as there were no transactions/events related to these items during the
financial year under review:
1. There was no revision made in Financial Statements or the Board's Report of the
Company;
2. The Company has not come up with any Right issue. Issue of Employee Stock Options,
Issue of Sweat Equity Shares, Issue of Debentures, issue of Bonds etc.
3. Issue of equity shares with differential rights as to dividend, voting or otherwise;
4. Issue of sweat equity shares to employees of the Company under any scheme;
5. Made any change in voting rights;
6. Raising of funds through Preferential Allotment, Rights Issue or Qualified
Institutional Placement;
7. Suspension of trading of equity shares of the Company;
8. No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was
made against the Company during the financial year under review nor are there any pending
proceedings for the same.
44. APPRECIATION AND ACKNOWLEDGEMENTS:
The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by executives, officers and
staff for their contribution and for making the Company what it is.
The Directors likes to take this opportunity to thanks Shareholders, customers,
vendors, dealers, suppliers. Bankers, government authorities for the support,
encouragement and their confidence in the management during the year.
By and on behalf of |
TIRUPATI FORGE LIMITED |
Hiteshkumar G. Thummar |
Chairman & Managing Director [DIN: 02112952] |
Date: August 19,2023 |
Place: Hadamtala (Rajkot] |
|