Shree Tirupati Balajee FIBC Ltd
Directors Reports
To,
The Member?s
SHREE TIRUPATI BALAJEE FIBC LIMITED
th
Your Directors take pleasure in presenting the 14 Annual Report
together with the Standalone and Consolidated Audited Financial
st
Statements for the year ended 31 March, 2023.
SUMMARISED PROFIT AND LOSS ACCOUNT
(Rs. in Lakhs)
|
Standalone |
Consolidated |
| Particulars |
Year ended on |
Year ended on |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Revenue from Operations (Net) |
17,624.94 |
19,776.37 |
17,624.94 |
19,776.37 |
| Other Income |
4.13 |
6.12 |
4.13 |
6.12 |
| Total Income |
17,629.07 |
19,782.49 |
17,629.07 |
19,782.49 |
| Total Expenses |
16,495.94 |
18,910.82 |
16,496.19 |
18,910.84 |
| Pro t Before Exceptional and Extraordinary Items and Tax |
1,133.14 |
871.67 |
1,132.89 |
871.65 |
| Prior Period Adjustments |
0.62 |
2.43 |
0.62 |
2.43 |
| Pro t Before tax |
1,132.52 |
869.24 |
1,132.27 |
869.22 |
| Less:- Current tax |
211.50 |
156.00 |
211.50 |
156.00 |
| Deferred Tax |
6.54 |
19.16 |
6.54 |
19.16 |
| (MAT Credit Entitlement) |
(22.99) |
(6.09) |
(22.99) |
(6.09) |
| Tax expense of prior years |
- |
- |
- |
- |
| Pro t After Tax (PAT) |
937.46 |
700.17 |
937.22 |
700.15 |
| Earnings per share (Basic & Diluted) |
9.25 |
6.91 |
9.25 |
6.91 |
PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND
E-VOTING AT THE AGM:
In continuation of Ministry's Circular No. 14/2020 dated 08 April,
2020, Circular No. 17/2020 dated 13 April, 2020, General Circular No. 20/2020 dated 05
May, 2020, General Circular No. 02/2021 Dt. 13 Jan, 2021, General Circular No. 19/2021 Dt.
8 Dec, 2021 & 21/2021 dated 14 Dec, 2021 and Circular No. 20/2020 dated December 28 ,
2022 and Circular SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated 05 January 2023 issued by
Securities and Exchange Board of India ("SEBI") read together with other
circulars issued by SEBI in this regard (collectively to be referred to as "SEBI
Circulars"), it has been decided to allow companies whose AGMs were due to be held in
the year 2023, to conduct their AGMs on or before 30 September, 2023, in accordance with
the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 dated
05.05.2020. Therefore, Annual General Meeting (AGM) will be held through Video
Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members are requested to
attend and participate in the ensuing AGM through VC/OAVM only.
Your Company is providing E-voting facility including remote e-voting
and e-voting at AGM under section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Amendment Rules, 2015. The details regarding
E-Voting facility including remote e-voting and e-voting at AGM is being given with the
notice of the Meeting.
STATE OF THE COMPANY'S AFFAIRS & REVIEW OF OPERATIONS:
The Company is carrying business of manufacturer, producers,
processors, importers, exporters, buyers and sellers of FIBC, Bulk Bags, Poly Tarpaulin,
Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner and Flexible Packaging etc. from its
Plants located at Pithampur, District Dhar, (MP).
There has been no change in the nature of business of the Company
during the year.
ANNUAL CAPACITY OF MANUFACTURING OF FIBC BAGS & FABRIC AT ITS
EXISTING INDUSTRIAL UNIT:
Your Company has Annual production capacity of 8000 MT for FIBCs/Jumbo
Bags and 4000 MT for manufacturing of Fabric. Your company is planning to increase its
production capacity by way of expanding its plant located at Pithampur, District Dhar,
(MP).
CREDIT RATING:
Infomerics Valuation and Rating Private Limited vide its letter dated
12.12.2022 have a rmed the following ratings to the bank loan facilities of Rs. 51.15/-
Crore availed by the Company:
| Total Bank Loan Facilities Rated |
Rs. 51.15/- Crore |
Rating |
| Long Term Bank Facilities |
Rs. 51.15/- Crore |
IVR BBB/Stable |
|
|
(IVR Triple B with Stable Outlook) |
DIVIDEND:
Board of Directors has not recommended any dividend for the nancial
year ended 31 March, 2023.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of the knowledge and belief and according to the
information and explanations obtained by them, your Directors con rm the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. That in the preparation of the annual accounts for the year ended 31
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. That in such accounting policies as mentioned in Notes to the
Financial Statements have been selected and applied consistently.
Judgments and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of a airs of the Company as at 31 March,
2023.
c. That they have taken proper and su cient 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. That they have prepared the Annual Accounts on a going concern
basis;
e. That they have laid down internal nancial controls for the company
and such internal nancial controls were adequate and were operating e ectively.
f. That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating e ectively.
SHARE CAPITAL:
During the year under review, there is no change in the Authorised,
Issued, Subscribed and Paid-up equity share capital of the Company. The Authorised Share
Capital of the Company as on 31 March, 2023 was Rs. 11,00,00,000/- (Rupees Eleven Crore
only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten
only) each and Paid up Equity Share Capital of the Company as on 31 March, 2023 was Rs.
10,13,00,400/- (Rupees Ten Crore Thirteen Lakh and Four Hundred only) divided into
1,01,30,040 (One Crore One Lakh Thirty Thousand and Forty) Equity Shares of Rs. 10/-
(Rupees Ten only) each. During the year under review, the Company has not issued equity
shares or shares with di erential voting rights or granted stock options or sweat equity
shares.
TRANSFER TO RESERVES:
No amount has been transferred to the general reserves for the nancial
year ended 31 March, 2023.
DEPOSITS:
Your Company has not accepted deposit from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March,
2023. Further, the Company has not accepted any deposit or loans in contravention of the
provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees and investments pursuant to
Section 186 of the Companies Act, 2013 have been disclosed in the nancial statements read
together with notes annexed thereto and forms an integral part of the nancial statements.
CSR INITIATIVES:
In terms of Section 135 and Schedule VII of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of
Directors of your Company has constituted a CSR Committee. CSR Committee of the Board has
formed a CSR Policy and the same has been uploaded on the Company's
Website:http://www.tirupatibalajee.com/media/1211/corporate-social-responsibility.pdf
The Annual Report on CSR activities as required to be given under
Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been provided in "Annexure-A"
which is annexed hereto and forms part of the Board's Report.
OCCUPATIONAL HEALTH & SAFETY (OH&S):
This initiative involved positive engagement of personnel on the plant
at every level. With regard to contractor safety, two key areas of focus were identi ed,
namely Facility Management for the contractors' employees and Equipment, Tools &
Material Management. The Facility Management initiative was implemented to ensure adequate
welfare facilities for contract labor such as washrooms with bathing facilities, rest
rooms, availability of drinking water etc. The Equipment, Tools & Material Management
Program ensured that the tools used by contractors were safe. The process of screening of
contractors was made more stringent to ensure that the contractors were aligned with the
Company's objectives to ensure 'Zero Harm'.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has in place 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. An Internal Complaints
Committee (ICC) has been set up to redress the Complaint received regarding sexual
harassment. There was no case of sexual harassment reported during the year under review.
RISK MANAGEMENT POLICY:
The company has laid down a well de ned risk management mechanism
covering the risk mapping and trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitor and non-business risks. This includes an additional oversight on the markets,
both domestic and foreign, related to the products, nancial risks and controls besides
inherent risks associated with the products dealt with by the Company. The major risks
identi ed are systematically addressed through mitigating actions on a continual basis.
In addition, the policies and procedures have been designed to ensure
the safeguarding of the Company's assets; prevention and detection of frauds and errors;
accuracy and completeness of the accounting records; and timely preparation of reliable
nancial information.
The detailed Risk Management Policy has been uploaded on Company's
Website: http://www.tirupatibalajee.com/media/1007/risk- management-policy.pdf
INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:
Your Company's system and process relating to internal controls and
procedures for nancial reporting provide a reasonable assurance regarding the reliability
of nancial reporting and the preparation of nancial statements in accordance with
applicable Indian Accounting Standards, the Companies Act, 2013 and Rules made thereunder
and all other applicable regulatory/ statutory guidelines etc.
As per Section 134(5)(e) of the Companies Act, 2013, the Directors have
an overall responsibility for ensuring that the Company has implemented robust system and
framework of Internal Financial Controls. This provides the Directors with reasonable
assurance regarding the adequacy and operating e ectiveness of controls with regards to
reporting, operational and compliance risks. The Company has devised appropriate systems
and framework including proper delegation of authority, policies and procedures, e ective
IT systems aligned to business requirements, risk based internal audits, risk management
framework and whistle blower mechanism.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has in place Whistle Blower Policy approved by Board of
Directors in compliance with provisions of Section 177 (10) of the Companies Act, 2013.
The policy provides a mechanism to the Directors and Employees to voice their concerns
regarding irregularities in the Company in an e ective manner. The mechanism provides for
adequate safeguards against victimization of Directors and employees to avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee in
exceptional cases. The details of the Vigil
Mechanism Policy are posted on the website of the Company.
http://www.tirupatibalajee.com/media/1184/vigil-mechanismwhistle-blower-policy.pdf
HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE AND AUDITED FINANCIAL
STATEMENTS OF THE
COMPANY:
The Company has one holding company viz. Shree Tirupati Balajee Agro
Trading Company Private Limited and one wholly-owned subsidiary viz. STB International
Private Limited. There was no change in the nature of the business of the holding and
subsidiary company. The Company does not have any associate or joint venture during the
year 2022-23 as well as none of the Companies which have become or ceased to be its
associate or joint venture during nancial year.
A statement containing the salient features of the nancial statements
of subsidiary company as prescribed under the rst proviso to sub-section (3) of Section
129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,2014 is
attached with nancial statements in Form AOC-1 as "Annexure-B". The
particulars of performance of nancial position of the aforesaid subsidiary are provided as
part of the consolidated nancial statements.
BOARD OF DIRECTORS, THEIR MEETINGS & KEY MANAGERIAL PERSONNEL
(KMPs):
1) Composition of Board of Directors as on 31.03.2023
The Board of directors was comprising of total 6 (Six) Directors, which
includes 3 (Three) Independent Directors as on 31.03.2023. The Board members are highly
quali ed with the varied experience in the relevant eld of the business activities of the
Company, which plays signi cant roles for the business policy and decision making process
and provide guidance to the executive management to discharge their functions e ectively.
2) Board Independence
Our de nition of 'Independence' of Directors is derived from Regulation
16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The
Company is having following Independent Directors as on 31.03.2023;
1. Shri Yash Khemchandani (DIN: 08923669)
2. Shri Hatim Badshah (DIN: 05118272)
3. Smt. Priyanka Sengar (DIN: 08943198)
As per provisions of the Companies Act, 2013, Independent Directors
were appointed for a term of 5 ( ve) consecutive years, who
shall be eligible for re-appointment by passing of a special resolution
by the Company and shall not be liable to retire by rotation.
3) Declaration by the Independent Directors
The Independent Directors have given declaration of Independence in the
rst board meeting stating that they meet the criteria of independence as mentioned under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Further that the Board is of
the opinion that all the independent directors ful ll the criteria as laid down under the
Companies Act, 2013 during the year 2022-23 as well as the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act. Further as per the provisions of
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 as amended from time to time; the
directors are not aware of any circumstance or situation, which exits or may be reasonable
anticipated that could impair or impact their ability to discharge duties with an
objective independent Judgement and without any external in uence and that he/she is
independent of the management.
4) Changes in Directors and Key Managerial Personnel
The term of Shri Mahendra Kumar Bhagat (DIN: 01400781) as a
Non-Executive Independent Director of the company was expired on 10 June, 2022. Shri
Mahendra Kumar Bhagat (DIN: 01400781) informed the company that he does not wish to
continue further and hence he will retire from the position of Non-Executive Independent
Director of the Company on 10 June, 2022. The Board of Directors of the company has taken
note of retirement of Shri Mahendra Kumar Bhagat (DIN: 01400781) in its meeting held on 04
July, 2022.
The term of Shri Hatim Badshah (DIN: 05118272) as a Non-Executive
Independent Director of the company was expired on 09 June, 2022. He was eligible for
reappointment and had desired his willingness to be re-appointed. Therefore, the members
of the Company in Annual General Meeting held on 29 September, 2022, re-appointed him, as
a Non-Executive Independent Director for a Second term of 5 (Five) years with e ect from
10 June, 2022 up to 09 June, 2027.
Shri Yash Khemchandani (DIN: 08923669) has been appointed by the
members of the Company, in Annual General Meeting held on 29 September, 2022, as an
Non-Executive Independent Director of the Company for a period of 5 (Five) year with
effect from 10 June, 2022 up to 09 June, 2027 to ful ll the requirements of Section 149 of
the Companies act, 2013 read with Regulation 16(1)(b) & 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The term of Shri Binod Kumar Agarwal (DIN: 00322536) as Managing
Director of the company is expired on 16 July, 2022.
The members of the Company in Annual General Meeting held on 29
September, 2022, approved the re-appointment of Shri
Binod Kumar Agarwal (DIN: 00322536) as Managing Director of the Company
for another term of ve (5) years with e ect from 17 July, 2022 to 16 July, 2027.
Mr. Ranjan Kumar Mohapatra (DIN: 02267845) was appointed as a Joint
Managing Director of the Company for a term of 5 (Five) year on 10 June, 2017. The tenure
of Mr. Ranjan Kumar Mohapatra (DIN: 02267845) as the Joint Managing Director of the
company for ve consecutive years concluded on 09 June, 2022. Therefore, the Company
changed his designation and appointed him as Executive Director of the Company with e ect
from 10 June, 2022 by way of resolution passed by circulation dated 07 June, 2022.
5) Directors seeking appointment/re-appointment at the ensuing
Annual General Meeting
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Shri Binod Kumar Agarwal (DIN:
00322536), Chairman and Managing Director of the Company is liable to retire by rotation
and being eligible o ers himself for re-appointment.
6) Number of Meetings of the Board
The Board meets at regular intervals to discuss and decide on Company's
business policy and strategy apart from other Board business. The notice of Board meeting
is given well in advance to all the Directors. The Agenda of the Board meeting is
circulated to all the Directors as per the provisions of Companies Act, 2013 and rules
made thereunder. The Agenda for the Board meetings includes detailed notes on the items to
be discussed at the meeting to enable the Directors to take an informed decision.
The Board meets 05 (Five) times in the Financial Year 2022-23 viz., on
25 May, 2022; 4 July, 2022; 30 August, 2022; 14 November, 2022,10 March, 2023. The time
gap between the two meetings was within the maximum permissible/extended time gap as
stipulated under Section 173(1) of the Companies Act, 2013.
7) Separate Meeting of Independent Directors
As stipulated by the Code of Conduct for Independent Directors under
the Companies Act, 2013, a separate meeting of the Independent Directors of the Company
was held on 4 July, 2022 and 10 March, 2023 to review the performance of Non-Independent
Directors and the entire Board. The Independent Directors also reviewed the quality,
content and timeliness of the ow of information between the Management and the Board and
its' Committees which is necessary to e ectively and reasonably perform and discharge
their duties.
8) Annual evaluation by the Board
Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance
note on Board evaluation issued by SEBI, the annual performance evaluation of its Board,
the directors individually and Committees of the board viz., Audit and Nomination and
Remuneration Committee has been carried out.
The board and the committee were evaluated on various criteria as
stated below: i. Composition of the Board and Committee ii. Understanding of the Company
and its business by the Board iii. Availability of information to the board and committee
iv. E ective Conduct of Board and Committee Meetings v. Monitoring by the Board management
e ectiveness in implementing strategies, managing risks and achieving the goals
The Board also carried out the evaluation of directors and chairman
based on following criteria: i. Attendance at the meetings ii. Understanding and knowledge
of the entity iii. Maintaining Con dentiality of board discussion iv. Contribution to the
board by active participation v. Maintaining independent judgment in the decisions of the
Board
The evaluation involves self-evaluation by the Board Members and
subsequently assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his/her evaluation.
COMMITTEES OF THE BOARD:
Company has following Four Committees as follows:
1) Audit Committee
The Company has constituted Audit Committee as per section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015;
the terms of reference of Audit Committee are broadly in accordance with the provisions of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies
Act, 2013. The Audit Committee comprises of the following Members as on
31 March, 2023.
| Name of Director |
Nature of Directorship |
Designation in the Committee |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Chairman |
| Shri Yash Khemchandani* |
Non-Executive & Independent Director |
Member |
| Smt. Priyanka Sengar* |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover |
Non-Executive Director |
Member |
2) Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee in
accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and
Remuneration Committee comprises of the following Members as on 31 March, 2023.
| Name of Director |
Nature of Directorship |
Designation in the Committee |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Chairman |
| Shri Yash Khemchandani* |
Non-Executive & Independent Director |
Member |
| Smt. Priyanka Sengar* |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover |
Non-Executive Director |
Member |
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining quali cations, positive attributes, independence of a
Director and other matters provided under section 178(3), is uploaded on company's
website. http://www.tirupatibalajee.com/media/1009/nomination-and-remuneration-policy.pdf
3) Stakeholders' Relationship Committee
The Company has constituted a Stakeholders' Relationship Committee in
accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to redress
complaints of the shareholders. The Stakeholders' Relationship Committee comprises the
following Members as on 31 March, 2023:
| Name of Director |
Nature of Directorship |
Designation in the Committee |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Chairman |
| Shri Yash Khemchandani* |
Non-Executive & Independent Director |
Member |
| Smt. Priyanka Sengar* |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover |
Non-Executive Director |
Member |
4) Corporate Social Responsibility (CSR) Committee
Company has constituted a CSR Committee in accordance with the
provisions of section 135 of Companies Act, 2013. The CSR
Committee as on 31 March, 2023 comprises the following Members:
| Name of Director |
Nature of Directorship |
Designation in the Committee |
| Shri Binod Kumar Agarwal |
Managing Director |
Chairman |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover |
Non-Executive Director |
Member |
*Note: - During the nancial year 2022-2023, Shri Mahendra Kumar Bhagat
(DIN: 01400781) retired from the position of Non-Executive Independent Director of the
Company with e ect from 09 June, 2022. Thereafter, Shri Yash Khemchandani
(DIN: 08923669) was appointed as a Non-Executive Independent Director
of the Company for a period of 5 (Five) years with e ect from 10 June, 2022 up to 09 June,
2027. Therefore, the committees of the Company i.e. Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social
Responsibility (CSR) Committee has been reconstituted with the addition of Shri Yash
Khemchandani (DIN: 08923669) and Smt. Priyanka Sengar (DIN: 08943198) as a members of
abovementioned committees.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the
Financial Year 2022-23 were on Arm's Length Basis and were in the Ordinary Course of
business. There are no materially signi cant Related Party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential con ict with the interest of the Company at large. All Related
Party Transactions were approved by the Audit Committee and the Board. The details are
attached in Form AOC-2 as "Annexure-C".
The Company has formed Related Party Transactions Policy which was
approved by the Board for purpose of identi cation and monitoring of such transactions.
The RPT Policy as approved by the Board is available on the Company's
website
http://www.tirupatibalajee.com/media/1006/policy-for-related-party-transactions-rpts.pdf
SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS:
There are no signi cant material orders passed by the Regulators/Courts
during the year under review which would impact the going concern status of the Company
and its future operations.
AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT:
1) Statutory Auditors
In terms of provisions of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, M/s. M.S. Dahiya & Co.,
Chartered Accountants (F.R. No. 013855C), was appointed as Auditor of your Company to
hold o ce for a consecutive period of ve (5) years until the conclusion of 16 Annual
General Meeting of the Company to be held in the calendar year 2025.
The Auditors Report and the Notes on Standalone and Consolidated
nancial statement for the year 2022-23 referred to in the Auditor's Report are
self-explanatory does not contain any quali cation, reservation or adverse remark and do
not call for any further comments.
2) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Ritesh Gupta & Co., Company Secretaries, Indore (FCS:
5200 & COP: 3764), to undertake the Secretarial Audit of the Company for the
nancial year 2022-23.
The Secretarial Audit Report in Form MR-3 is self-explanatory
and therefore do not call for any explanatory note and the same is annexed herewith as "Annexure
D". Your Board is pleased to inform that there is no such observation made by the
Auditors in their report which needs any explanation by the Board.
3) Cost Audit
The Provisions of Section 148 of the Companies Act, 2013 read with Rule
14 of the Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not
applicable to the Company during the nancial year ended 31 March, 2023.
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:
In terms of the provisions of section 134(3) of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the
Auditors to Audit Committee/Board during the year under review. Further that there were no
frauds committed against the Company and persons who are reportable under section 141(12)
by the Auditors to the Central Government. Also there were no non-reportable frauds during
the year 2022-23.
CORPORATE GOVERNANCE:
The Company is listed on the NSE Emerge and exempted from provisions of
corporate governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be
disclosed with Annual Report. It is pertinent to mention that your Company is committed to
maintain the highest standards of Corporate Governance.
CODE OF CONDUCT:
Regulation 17(5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct
for its directors and senior management, incorporating duties of directors as laid down in
the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and
Senior Management of the Company and same has been hosted on the website of the company.
http://www.tirupatibalajee.com/media/1002/code-of-conduct-for-board-of-directors-kmps-and-senior-management.pdf
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the applicable provisions of the Companies Act, 2013
and Rules made thereunder read with Indian Accounting Standards speci ed under the
Companies (Indian Accounting Standards) Rules, 2015, the consolidated nancial statements
of the Company as at and for the year ended 31 March, 2023 forms part of the Annual
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure E".
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS
REPORT:
No material changes have occurred and commitments made, a ecting the
nancial position of the Company, between the end of the nancial year of the Company and
the date of this report. There is no order passed by any regulator or court or tribunal
against the company, impacting the going concern concept or future operations of the
Company.
ANNUAL RETURN:
In compliance with the provisions of Section 92 of the Companies Act,
2013, the Annual Return of the Company for the nancial year ended 31 March, 2023 has been
uploaded on the website of the Company and the web link of the same is -
http://www.tirupatibalajee.com/annual-return/
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S
REMUNERATION AND PARTICULARS OF EMPLOYEES:
Details pursuant to provision of section 197(12) of Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the details are given in the "Annexure F".
During the year, none of the employees received remuneration in excess
of the limit prescribed under Section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereof.
SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The
Institute of Company Secretaries of India (ICSI).
INDUSTRIAL RELATIONS:
During the year under review your Company enjoyed cordial relationship
with workers and employees at all levels.
GENERAL:
During the year under review, there were no transactions or events with
respect to the following, hence no disclosure or reporting is required:
1. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
2. One-time settlement with any bank or nancial institution.
ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and cooperation extended by
them. Your Directors sincerely convey their appreciation to customers, shareholders,
vendors, bankers, business associates, regulatory and government authorities for their
continued support. Your Board of Directors would like to convey their sincere appreciation
for the wholehearted support and contributions made by all the employees at all levels of
the Company for their hard work, solidarity, cooperation and dedication during the year.
|
For and on behalf of the Board |
|
Binod Kumar Agarwal |
| nd |
|
| Date: 02 September, 2023 |
Chairman & Managing Director |
| Place: Pithampur (Dhar) |
DIN:00322536 |
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