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)