DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting the Annual Report together with the Audited statement of Accounts of the Company for the year ended 31st March, 2015. OPERATION DURING THE YEAR The company's operational activity was satisfactory. OPERATIONS The Company's net profit for the Financial Year ended March 31, 2015 stood at Rs. 3.73 lacs as against a net profit of Rs.1.04 lacs in the previous year. DIVIDEND Considering the insufficiency of profit, the Board of directors expresses their inability to recommend any dividend on equity shares for the year ended March 31, 2015. RESERVES The company's profit of Rs. 3.73 lacs for the current year has been carried to the reserves. PUBLIC DEPOSITS During the year, the Company has not accepted any deposit. AUDITORS M/s Vishvesh A. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company resigned on May 20, 2015 due to their pre-occupations. The Board appointed M/s S K Kumar & Company, Chartered Accountants as Statutory Auditors to audit the books of accounts for the FY 2014-2015. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under relevant sections of the Companies Act and that they are not disqualified for such appointment. Further, the members have confirmed the appointment of M/s S K Kumar & Co. vide Postal Ballot. Your Directors recommend appointment of M/s. S K Kumar & Company as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration. AUDITORS Statutory Auditors The Auditors' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. Secretarial Auditor M/s Ramesh Chandra Bagdi & Associates were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for the FY 2014-2015, forms part of the Annual Report. DIRECTORS In accordance with the Companies Act, Naveen Pujari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for appointment. Mr. Arslan Khan who has been appointed as Director and CFO, his term expires at the ensuing Annual General Meeting. Members are requested to confirm his appointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & 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. VIGIL MEGHANISM The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. PARTICULARS OF EMPLOYEES The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 CORPORATE SOCIAL RESPONSIBILITY CSR Provisions does not apply to the company. RELATED PARTY TRANSACTIONS No transactions were carried out between any of the related parties in the year under review. RISK MANAGEMENT The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Companies Act, 2013 the Directors state that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) Appropriate accounting policies have been selected and applied consistently and have 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, 2015 and of the profit and loss of the Company for the year ended March 31, 2015; (c) Proper and sufficient care has been taken 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) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE GOVERNANCE SEBI has vide its circular has amended the provisions of Listing Agreement pertaining to applicability of Clause 49. Vide the said circular, compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory. The Company and has adopted most of the provisions of Clause 49 of the Listing agreement. The said report on Corporate Governance of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report are annexed to this report. DECLARATION BY INDEPENDENT DIRECTOR Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act. BOARD EVALUATION Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith. ACKNOWLEDGEMENTS Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Shareholders, Bankers and Regulatory Bodies. For and on Behalf of the Board of Directors of Tirupati Tyres Limited Director Director Date: September 01, 2015 |