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Directors Report of Tirupati Fincorp Ltd.

Mar 31, 2015

Dear Members,

The directors take pleasure in presenting the 33rd Annual Report of the Company along with the Audited Accounts for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS (Amount in Lac)

PARTICULARS 2014-15 2013-14

Total Income 39.68 25.53

Total Expenditure 33.84 14.78

Profit/(Loss) before interest, Depreciation and Tax 5.84 10.75

Interest and Financial Charges 0.42 2.36

Profit/(Loss) before Depreciation and Tax 5.42 8.39

Depreciation 0.00 0.00

Net Profits/(Loss) before Tax 5.42 8.39

Tax Provision 1.04 1.62

Net Profits/(Loss) 4.38 6.77

DIVIDEND

Your Directors have not recommended payment of dividend for the financial year ended 31st March 2015, since it is proposed to retain the same in the business.

FIXED DEPOSITS

The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit taking Non Banking Financial Company (NBFC) in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975 & applicable provisions of Companies Act, 2013.

DIRECTORS

At the previous Annual General Meeting of the company held on 26th September, 2014, the company had appointed Mr. T. D. Senthil Kumar as a Managing Director for a period of one year, Mr. Bhavesh Premji Mamnia and Ms. M. Gayathri as independent directors of the Company under the companies Act, 2013 and clause 49 of the Listing Agreement.

During the year Mr.Saurabh Gandhi and Ms. Kusum Jain, Director of the Company resigned from the Board of the Company. The Board expresses its gratitude for their valuable contribution.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Hitsharan Jain retires by rotation and being eligible, has offered himself for re-appointment.

The brief profiles of the directors who are to be appointed / re-appointed form part of the notes and explanatory statement to the notice of the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has One Executive Director and due to financial constraints being faced by the company they have forgone remuneration. Further, no sitting fee has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from Mr. Bhavesh Premji Mamnia Independent Director of the Company confirming that they meet with the criteria of Independence as prescribed by the Companies Act, 2013 and the Listing Agreement.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Remuneration Policy is stated in the Corporate Governance Report.

BOARD EVALUATION

In terms of the provisions of Companies Act 2013 with rules there under and Clause 49 of the listing agreement, the Board evaluates the performance of Non Executive and Independent directors every year. Their presence on the board is advantageous and fruitful in taking business decisions.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not given any Loans and Guarantees in terms of provisions of Section 186 of the Companies Act, 2013 except in ordinary course of business being an NBFC.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not formulated a Corporate Social Responsibility Committee due to non applicability of the relevant provisions to the Company.

RELATED PARTY TRANSACTION (RPT)

The main business of the Company is financing activities; loans granted to related party (if any) are in the ordinary course of business. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

Your Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement.

MEETINGS

During the year Twelve Board Meetings were held. For further details, please refer report on Corporate Governance of this Annual Report.

VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act , 2013 and the revised Clause 49 of the Listing Agreements with stock exchanges The Policy has been uploaded on the website of the Company at: http://www.tirupatifincorp.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Clause 49 of the Listing Agreement the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc., through various programmes.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 your Directors' confirm the following:

* that in the preparation of the Annual Accounts for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* that the directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period.

* that 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.

* that the directors have prepared the annual accounts on a 'going concern' basis.

* that the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

* that the systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

AUDITORS

a) Statutory Auditors

M/s Sivaswamy & Kumar (Firm Registration No. 001378N) ,Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 26.09.2014 up to the conclusion of the next Annual

General Meeting subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM for their appointment for the Financial year 2015-2016.

b) Secretarial Audit

In 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 Nishi Talwar & associates, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed as Annexure - B.

c) Internal Auditor

The Company had appointed internal auditor for the period 2014-15 to carry out the Internal Audit functions. The Internal auditor submits a quarterly report to the audit committee.

EXTRACT OF ANNUAL RETURN

The details forming part of Annual Return in form MGT-9 is annexed as Annexure-C.

CORPORATE GOVERNANCE

The Company has complied with the provisions pertaining to Corporate Governance as per the requirements of Listing Agreement with the Stock Exchanges and necessary disclosures have been made in this regard in the Report on Corporate Governance is annexed as Annexure-D along with a certificate from a Practicing Company Secretary confirming compliance of the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 is not provided.

The Company does not have any Foreign Exchange Earnings and outgo in the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis (MDA) is provided as a separate section in the annual report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future

5. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013.

6. No change in nature of business.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities and associates and are grateful to the shareholders for their continued support to the Company. Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all levels.

By Order of the Board for TIRUPATI FINCORP LIMITED Sd/- Place: Jaipur HItsaran Jain Date: 11th August, 2015 Chairman (DIN: 02910260)


Mar 31, 2013

Dear Shareholders

The Directors are pleased to present the 31st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Results

PARTICULARS 2012-2013 2011-2012 (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 276.77 144.62

Operating Profit (PBIDT) 2.85 1.90

Interest Cost 0.54 0.00

Profit before Depreciation (PBDT) 2.31 1.90

Depreciation 0.00 0.00

Profit before Tax 2.31 1.90

Provision for Taxation 0.43 0.00

Profit after Tax 1.88 1.90

Operation

During the year under review your company did well. Your directors expect that the company will achieve new heights in the ensuing year.

Fixed Deposit

During the year under review the company has not accepted any deposit.

Dividend

The company has transferred the profits for the financial year 2012-2013 to set off losses accumulated over the previous years and hence it is not in a position to declare dividend.

Directors

Mrs. Kusum Jain director retire by rotation as per the articles of association at the company and being eligible, offer him-self for reappointment.

Industrial Relation

Industrial relation continues to be cordial. Your directors express deep appreciation for the dedicated services rendered by workers, staff officers of the company.

Particulars of Employees

None of the employee is in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Auditor & Auditor''s Report-

To appoint M/s Sivasamy 6 Kumar, Chartered Accountants, as Auditors to hold the office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting in place of the retiring Auditor M/s RPS & Associates, Chartered Accountants who have not offered themselves for reappointment as Auditor of the company, for auditing the accounts of the company for the financial year 201,1-14, it made would be within the prescribed limits under Section 224(1B) of the Companies Act 1956.

Accordingly, the said Auditors are proposed to be appointed as auditors of the company at the ensuing Annual General Meeting.

The Auditor''s report to the Financials of the Company read with notes to the Accounts is Self-explanatory and does not call for any further comments/ clarifications.

Directors'' Responsibility Statement

Pursuant to requirement under sub-section (2AA) of section 217 of the Companies Act 1056, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable accounting standards, to the extent applicable, have been followed.

ii. 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 31st March 2013 and of the profit or the company for the year ended on that date.

iii. The Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv. The Directors have prepared the annual accounts of Company on a ''going concern'' basis.

Compliance Certificate

As per the requirement of section 383A of the Companies Act 1956 and Companies (Compliance Certificate) Rules 2001, the company has obtained a certificate from Jitendra GoyaI and Associates, Company secretary in whole time practice confirming that the company has complied with all the provision of the Companies Act. 1956. The clauses of the referred to in the compliance certificate is self-explanatory and, therefore does not call for any further comments.

Information required under section 217(1)(e) of Companies Act.

i) Conservation of energy

In the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

ii) Technology absorption

The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

iii) Foreign Exchange Earnings & Outgo

There are no Foreign Exchange Earnings or Outgo.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and Co-operation received from the financial institutions. Government Authorities, Customers, Vendors and Members during the year under review. Your directors also wish to place on record thEir deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on behalf of the Board of Directors For TIRUPATI FINCORP LIMITED Hit saran Jain Kusum Jain Director Director

Place: JAIPUR

Date: 22/04/2013


Mar 31, 2012

Dear Members,

The Directors have pleasure in submitting the 30th Annual Report together with the audited statement of accounts of your Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Amount in Rs,)

Particulars Current Year Previous year 2011-12 2010-11

sales 13892694.00 80933509.00

Other Income 569485.00 2014707.00

Total Income 14462179.00 82948216.00

Profit before Depreciation & Tax 189736.00 2465616.00

Less: Depreciation - -

Add; Prior Period Adjustment - -

Profit before tax 189736.00 2465616.00

Less;Tax - -

Profit after Tax 189736.00 2465616.00

Laming per share (Rs.); Basic 0.064 0.83

Laming per share (Rs.): Diluted 0.064 0.83

STATE OF COMPANY'S AFFAIRS

The turnover of the company for the period under review was Rs. 1.39 Crores. Further, the company earned a profit of Rs 1.89 Lakhs.

DIVIDEND

To conserve the resources of the company your director does not recommend any dividend for the year under review

REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a Separate Report on Corporate Governance along with Auditors' Certificate confirming Compliance is given separately in this Annual Report. The Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

AUDITOR & AUDITORS' REPORT

M/s RPS & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment, to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting, The Company has received a letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Com panies Act, 1956,

Accordingly the said Auditors are proposed to be re-appointed as auditors of the Company at the ensuing Annual General Meeting.

The Auditors' Report to the Financials of the Company read with notes to the Accounts are self- explanatory and does not call for any further comments/clartfications.

FIXED DEPOSIT

During the year under review, your company has not invited any fixed deposits from public in terms of provisions of Section 58 A of The Companies Act, 1956.

CAPITAL STRUCTURE

The company has authorizd capital of Rs. 20, 00.00,000 divided into 2,00,00,000 equity shares of Rs 10/- each and paid up share capital of Rs. 2,94,42,250.00/- divided into 2944225 equity shares of Rs. 10/- cach as on the date of Balance Sheet.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

2. T hey have selected such Accounting Policies and applied them consistently and made judgements 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 2012 and of the Profit and Loss of the Company for that period,

3. To the best of their know ledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. They have prepared the Annual Accounts on a going concern basis

LISTING WITH STOCK EXCHANGE

The Equity Shares of the company are currently listed with Jaipur Stock Exchange Limited, Malviya Nagar, Jaipur (Raj)

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANCE EARNINGS AND OUTGO

Conservation of Energy:

Information require under section 2l7(I)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the repot of Board of Directors) Rules, 1988 is not applicable to the Company since the Company is a Trading Company,

Technology Ahsorntion:

No specific efforts are made towards research and developments or technology absorption adopting innovation methods of trading,

foreign Exchange Earning and Outgo

The company does not have any foreign exchange earnings or outgo during the year

INSIDER TRADING PREVENTION CODE

The Company has a strong 'Code for Prevention of Insider Trading' in force framed in accordance with SERI (Prevention of insider Trading) Regulations, 2002 along with a proper mechanism in place for effective implementation and exercise of the same. There has been no instance of Insider Trading during the year under report.

TRANSFER TO SPERC1AL RESERVE FUND

The Directors of the Company wants to inform to the shareholders that as per notice issued by RBI to Surya Globefin Limited. As per Section 45(1C) of RBI 20% amount of profit has to be transferred in Special Reserve Fund Account. For the Compliance of provisions of RBI it is necessary to transfer Rs. 66,000 (Sixty Six Thousand Only) to Special Reserve Fund Account

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For & on behalf of the Board/of Directors

Date: 16.08.2012

Place: Jaipur Kusum Jain Chanchal Datmia (Chairman) (Director)



 
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