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Directors Report of Tirupati Industries (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Forty First Annual Report together with the Audited Statements of Accounts along with the Report of the Auditors for the financial year ended 31st March, 2014.

COMPANY''S FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March, 2014 is summarized below:

(Rupees in Lakhs)

PARTICULARS 2013 - 2014 2012 - 2013

Income from Operations 4242.99 2832.19

Other Operating Income 3.88 4.28

Total Income from Operations 4246.87 2836.47

Total Expenditure (excluding depreciation) 4050.09 2667.21

Profit before depreciation 196.78 169.27

Depreciation 14.60 16.73

Profit/(Loss) Before Tax and exceptional items 182.18 152.54

Exceptional Item (64.25) -

Profit/(Loss) Before Tax 246.43 152.54

Less: Provision for Taxation - Current 84.25 30.20

* Deferred (2.49) 44.42

* Earlier year 1.34 1.96

* MAT Credit - (52.72)

Profit After Tax 163.33 128.68

Add: Surplus brought Forward 294.14 165.46

Balance carried to Balance Sheet 457.47 294.14

DIVIDEND

Your Directors are reinvesting the earnings into the business of the Company for the further growth and long-term interests of the Company. No dividend has therefore been recommended for the year ended 31st March, 2014.

OPERATIONS REVIEW

During the year under review, the Company has increased its production activities & penetrated sales in domestic and international markets, which resulted in higher income from operations at Rs. 4242.99 lakhs and has also increased the profit before tax at Rs. 246.43 lakhs as against Rs. 152.54 lakhs in the previous year. The Directors of the Company are confident that the same tempo of higher sales and increased profitability shall be maintained in the future. The Company has also achieved enhanced results from its export business of its GEMChem range of chemicals and has increased the market share of its vegetable oils under the brand MONOPOLY.

PUBLIC DEPOSITS

The Company has not invited, accepted or renewed any deposits from the public during the year ended on 31st March, 2014 and as such Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required u/s 217(2AA) of the Companies Act, 1956 (i) That in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation for material departures, if any;

(ii) That 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 at the end of the financial year of the profit of the Company for that year;

(iii) That the Directors have taken proper and sufficient care for 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;

(iv) That Directors have prepared the annual accounts on a going concern basis.

APPOINTMENT/REAPPOINTMENT

In accordance with the provisions of the Companies Act, 2013 Mr. Jyotiram Nale, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

The Companies Act, 2013 inter alia, provides for appointment of Independent Directors. Section 149(10) of the said act, effective from 1st April, 2014, provides that Independent Directors shall hold office for a term of upto 5 (five) consecutive years on the Board of a Company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Section 149(11) of the said Act provides that no Independent Director shall be eligible for more than two consecutive terms of five years. It is also clarified that existing tenure of an Independent Director shall not be counted for the above purpose. Section 149(13) states that the provisions of retirement by rotation as provided in Section 152(6) and (7) of the said Act shall not apply to such Independent Directors.

In view of this, your Directors are seeking appointment of Mr. Hitesh Jhaveri, Mr. Ramesh Sanghvi and Mr. Manchand Jhaveri as Independent Directors for the terms given in the Notice of the 41st Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 41st Annual General Meeting.

RESIGNATION OF DIRECTORS

During the year, Mr. Ketan Karani resigned as a Director of the Company with effect from 9th July, 2013. The Board wishes to place on record its deep appreciation for the significant contributions made by him to the Management of affairs of the Company and for his guidance to the Company during his tenure with the Company.

SUBSIDIARY

During the year, Monopoly Innovations Limited has been incorporated as Wholly-owned Subsidiary of the Company. Monopoly Innovations Limited is mainly engaged in manufacturing and marketing of innovative products in the field of fast moving consumer goods and in development, creation, marketing and dealing in brands, patents, logos and all such marketing tools to develop brands owned or acquired by the Company.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Company is not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of the Subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the Audited Consolidated Financial statement is provided in the Annual Report.

BRAND DEVELOPMENT

During the year, the Company has written off total expenditure on development of internally generated brands amounting to Rs. 96.11 lakhs (including an amount of Rs. 76.85 lakhs as carried under the head Intangible Asset under Development till March, 2013).

CORPORATE GOVERNANCE

Your Company has complied with the mandatory Corporate Governance requirements stipulated under Clause 49 of the Listing Agreement. Report on Corporate Governance is annexed hereto forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under the Listing Agreement is annexed hereto forming part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Director''s Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

DISCLOSURE OF PARTICULARS

Information as per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo are annexed hereto-forming part of this Report.

SAFETY, HEALTH AND ENVIRONMENT

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance relating to its activities, products and services. The Company is taking continuous steps and also developing Environment friendly processes for effective resource management with specific focus to energy, water and basic raw materials. Monitoring and periodic review of the designed SHE Management System is done on a continuous basis.

AUDITORS AND AUDITORS'' REPORT

M/s R. P. Trivedi and Associates, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint M/s R. P. Trivedi and Associates, as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 44th (Forty Fourth) AGM to be held in the year 2017 subject to the annual ratification by members at the Annual General Meeting.

COST AUDITORS

The Cost Auditor Mr. Rajesh Soni, Cost Accountant, reappointed by the Company under Section 233B of the Companies Act, 1956 attends the Audit Committee Meeting, where cost audit records are discussed.

INTERNAL AUDITORS

M/s Mayra & Khatri, Chartered Accountants, are appointed as Internal Auditors of the Company for Financial Year 2014-15.

HUMAN RESOURCE

Your Company recognizes its Human Resources as one of its prime & critical resources. The relations between the Management and the staff members remained very cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government Authorities, Auditors, Financial Institutions, Banks, Customers, Suppliers, Shareholders and other business Associates during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Dated: 30th May 2014 By Order of the Board of Directors 42 - 45, Emerald Industrial Tirupati Industries (India) Limited Estate, Dheku, Taluka Khalapur, sd/- District Raigad, Maharashtra Ramesh Sanghvi 410203, India (Chairman)


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Fortieth Annual Report and the Audited Accounts of the Company for the financial year ended 31st March, 2013.

Financial Results

The Financial performance of the Company for the year ended 31st March, 2013 is summarized below:

Particulars Current Year Ended 31st Previous Year Ended 31st March, 2013 (Rs. in Lakhs) March, 2012 ( Rs. in Lakhs)

Sales and other income 2836.47 1994.67

Profit before Depreciation 169.27 110.07

Depreciation & Amortization 16.73 14.34

Expenses

Profit before Taxation 152.54 95.73

Current Tax (30.2) (18.25)

Deferred Tax 44.42 37.29

Profit after Tax 128.68 114.77

Profit brought from previous 165.46 50.69

Year

Surplus carried to Balance 294.14 165.46

Sheet

Dividend

Your Directors have considered it financially prudent, in the long term interests of the Company, to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No dividend has therefore been recommended for the year ended 31st March, 2013.

Year in Retrospect

During the year under review, the Company has increased its production activities which resulted in higher sales at Rs. 2836.47 lakhs and has also increased the profit before tax at Rs. 152.54 lakhs as against Rs. 95.73 lakhs in the previous year. The Directors of the Company are confident that the same tempo of higher sales and increased profitability shall be maintained in the future.

Public Deposits

The Company has not invited, accepted or renewed any deposits from the public during the year ended on 31st March, 2013 and as such Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

Director''s Responsibility Statement

As required u/s 217(2AA) of the Companies Act, 1956

(i) That in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation for material departures, if any;

(ii) That 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 at the end of the financial year of the profit of the Company for that year;

(iii) That the Directors have taken proper and sufficient care for 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;

(iv) That Directors have prepared the annual accounts on a going concern basis.

Appointment/Reappointment/Resignation of Directors

Mr. Hitesh M. Jhaveri, Director of the Company retires by rotation and being eligible offers himself for re- appointment at the ensuing Annual General Meeting.

Appointment of Mr. Neil Karani as the Managing Director

During the year under review, Board appointed Mr. Neil Karani as Managing Director of the Company for a period of five years with effect from 31st January, 2013 at the remuneration and on the terms and conditions detailed in the Notice and Explanatory Statement. Taking into consideration his knowledge and experience, the Board commends his appointment as Managing Director of the Company to the Members.

Brand Development

Your Company is developing brands for its products which will provide long term future benefits. Expenditure on development of brands is considered as a Capital Expenditure for Intangible Assets and the same will be capitalized on or before 31st March, 2014.

Corporate Governance

Your Company has complied with the mandatory Corporate Governance requirements stipulated under Clause 49 of the Listing Agreement. Report on Corporate Governance is annexed hereto forming part of this report.

Particular of Employees

Information in accordance with provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

Disclosure of Particulars

Information as per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo are annexed hereto forming part of this Report.

Safety, Health and Environment

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance relating to its activities, products and services. The Company is taking continuous steps and also developing Environment friendly processes for effective resource management with specific focus to energy, water and basic raw materials. Monitoring and periodic review of the designed SHE Management System is done on a continuous basis.

Auditors and Auditors'' Report

M/s R.P.Trivedi and Associates, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors and to fix their remuneration.

Cost Auditors

The Cost Auditor Mr. Rajesh Soni, Cost Accountant, reappointed by the Company under Section 233B of the Companies Act, 1956 attends the Audit Committee Meeting, where cost audit records are discussed.

Industrial Relations & Human Resource

The Company enjoys cordial relations with its employees at all levels. Your Company continues to ensure safety and health of its employees. Your Directors record their appreciation of the support and co- operation of all employees and counts on them to be able to maintain Company''s growth momentum.

Acknowledgement

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels. Your Directors would like to express their grateful appreciation for the assistance and support by all its esteemed Shareholders, Government Authorities, Auditors, Financial Institutions, Banks, Suppliers and, other business Associates.

Dated: 30th May, 2013 By order of the Board of Directors

42, Emerald Industrial Estate, TIRUPATI INDUSTRIES (INDIA) LIMITED

Dheku, Tal Khalapur Sd/-

Dist- Raigad,

Maharashtra, India. (Ramesh J. Sanghvi)

Chairman


Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the Thirty-Ninth Annual Report and the audited accounts of the Company for the financial year ended 31st March, 2012

Financial Results:

The Financial performance of the Company for the year ended 31st March, 2012 is summarized below:

PARTICULARS Current Year Ended 31st Previous Year Ended 31st March 2012 (Rs. in Lakhs) March 2011 (Rs. in Lakhs)

Sales and other income 1994.67 777.77

Profit before Depreciation 110.07 63.01

Depreciation & Amortization 14.34 13.89 Expenses

Profit before Taxation 95.73 49.12

Current Tax (18.25) (9.11)

Deferred Tax 37.29 0.13

Profit after Tax 114.77 39.88

Profit brought from previous 50.69 10.55 year

Surplus carried to Balance 165.46 50.69 Sheet

Dividend:

Your Directors have considered it financially prudent, in the long term interests of the Company, to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the company. No dividend has therefore been recommended for the year ended 31st March, 2012

Year in Retrospect:

During the year under review, the Company has increased its production activities which resulted in higher sales at Rs19.95 crores and has also increased the profit after tax at Rs. 114.77 lakhs as against Rs. 39.88 lakhs in the previous year which is a significant increase. The Directors of the Company are confident that the same tempo of higher sales and increased profitability shall be maintained in the years to come.

Since long the management of the Company was looking for diversifying into profitable activities which can be conveniently, economically and efficiently carried out at its factory with minor modification. The Objects Clause of the Memorandum allows the company to venture into manufacturing variety of Chemicals. The Management of the Company has, after careful and detailed study, identified Specialty and Laboratory Chemicals which are high margin low capital intensive products. Initial response from the market was encouraging. The Company is now poised to commence full production of such products result of which will be reflected in accounts in future.

Appointment of Cost Auditor:

Pursuant to the Order no: F.No.52/26/CAB-2010 of the Ministry of Corporate Affairs dated 24th January, 2012, it is now mandatory for the company to appoint Cost Auditor to audit its Cost Accounting Records for the year beginning from 1 st April, 2012 Incompliance with the above order, your Directors have appointed cost auditor at its meeting held on 30 th July, 2012

Public Deposits:

The Company has not invited, accepted or renewed any deposits from the public during the year ended on 31 st March 2012, and as such Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

Appointment/Reappointment of Directors

Mr. M. A. Jhaveri, Director of the Company retires by rotation and being eligible offers himself for re -appointment at the ensuing Annual General Meeting.

Appointment Mr. Neil Karani as a Whole-Time Director

During the year under review, Board appointed Mr. Neil Karani as Additional Director and Whole -Time Director of the company for a period of five years with effect from 1st May, 2012 at a remuneration and on the terms and conditions detailed in the notice and Explanatory Statement. He vacates his office as Director at the end of ensuing Annual General Meeting but being eligible offers himself for appointment. The Company has received a notice from its member for his candidature as Director of the Company. Taking into consideration his knowledge and experience, the Board commends his appointment as Director and Whole-Time Director of the Company to the Members.

Auditors and Auditors' Report

M/s R.P.Trivedi and Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual general meeting and are eligible for re-appointment The Company has received a letter to the effect that their appointment, if made, would be within the prescribed li mits under section 224(1 B) of the Companies Act, 1956. The Auditors have submitted the Peer Review Certificate Issued to them by the Institute of Chartered Accountants of India, (ICAI). The notes on accounts referred to in the Auditors' Report are self - explanatory and do not call for any further comments.

Corporate Governance

The Report on corporate governance as stipulated under clause 49 of the listing agreement forms part of the Annual Report. The requisite Certificate from the practicing Company secretary conforming compliance with the conditions of Corporate Governance is attached to this report.

Particular of Employees

Information in accordance with provision of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo.

Additional information on conservation of energy, technology absorption and foreign exchange earnings a nd outgo as required to be disclosed in terms of section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of the Board of Directors) Rules 1988 is annexed hereto and forms part of this Report.

Directors' Responsibility Statement:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that;

a) In the preparation of the annual accounts for the ye ar ended 31st March, 2012, the applicable accounting standards read with the requirement set out under schedule vi to the Companies Act, 1956 have been followed along with proper explanation relating to material departures.

b) 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, 2012 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for 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

d) The Directors have prepared the annual accounts of the Company on a going concern basis.

Acknowledgement

Your Directors take this opportunity to express their sincere appreciation to all its business Assoc iates and employees for their continued support and sincere co-operation.

By order of the Board of Directors

Dated: 25th August ,2012 TIRUPATI INDUSTRIES (INDIA) LIMITED

42, Emerald Industrial Estate, sd/-

Dheku, Tal Khalapur (Ramesh J. Sanghvi)

Dist .Raigad, Maharashtra CHAIRMAN

410203, INDIA


Mar 31, 2011

THE Directors present herewith the THIRTY - EIGHT ANNUAL REPORT and the Audited Accounts of the Company for the year ended 31 st March 2011

Financial results are as follows:

Current Year Previous Year Ended 31st March 2011 Ended 31st March 2010 (Rs.in Lakhs) (Rs.in Lakhs)

Sales including processing charges 766.85 430.35

Other Income 10.92 11.16

TOTAL 777.77 441.51

Gross Profit/(Loss) before Depreciation &

Interest 63.59 16.01

Less: (1) Depreciation 13.89 11.09

(2) Interest 14.25 0.07

Net Profit/ (Loss) after Depreciation &

Interest 49.34

Less prior period expenses (0.22) (0.34)

Balance Profit B/F 10.55 6.43

Less: (1) Prov. For MAT Tax (9.11) (0.39)

(2) Add; Excess Prov FBT 0.13 (8.98)

(Profit carried to Balance Sheet 50.69 10.51

REVIEW OF ACTIVITIES:

The Company has increased it production activities which resulted in higher sales at Rs.7.67 crores and has also increased the profit at Rs.50.69 lakhs as against Rs. 10.55 lakhs in the previous year which is a significant increase. Directors of the Company are confident that the same tempo of higher sales and increased profitability shall be maintained Your Directors are pleased to inform you that the Company is now out of the purview of SICK INDUSTRIES COMPANIES ACT as per an order passed by Board for Industrial and Financial Reconstruction ( BIFR) with effect from May,2011 and Directors are exploring various opportunities for higher utilization of present capacity as also for expanding the capacity and are in process of finalizing its strategy .

PUBLIC DEPOSITS:

The Company has not invited, accepted or renewed any deposits from the public during the year ended on 31st March 2011, and as such Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS

During the year under review, Board appointed Mr.Hitesh Jhaveri as Additional Director. He vacates his office as Director at the end of ensuing Annual General Meeting but being eligible offers himself for appointment.The Company has received a notice from its member for his candidature as Director of the Company.Mr.R.J.Sanghvi retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting

AUDITORS AND AUDITOR''S REPORT

M/s R.PTrivedi and Associates .Chartered Accountants .Mumbai,Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual general meeting and are eligible for re-appointmentThe Company has received a letter to the effect that their appointmenyjf made would be within the prescribed limits under section 224(1 B) of the Companies Act.1956and they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The notes on accounts referred to in the Auditors'' Report are self Explanatory except a) note no;-18 of schedule 13 on impairment of assets for which the Company has obtained a Valuation Report form government Registered Valuers and therefore there is no impairment of assets of the Company b) the Company is advised that retirement benefits to the temporary staff is not applicable to the Company.

CORPORATE GOVERNANCE

The Report on corporate governance as stipulated under clause 49 of the listing agreement forms part of the Annual Report. The requisite Certificate from the practicing Company secretary conforming compliance with the conditions of Corporate Governance is attached to this report.

PARTICULARS OF EMPLOYEES.

Information in accordance with provision of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of section 217 (I)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in report of the Board of Directors) Rules 1988 is annexed hereto and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of the Company confirm Pursuant to section 217 (2AA) of the Companies Act 1956, as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) 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 affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all its business Associates and employees for their continued support and sincere co-operation.

Dated: 26h Aug, 2011 By Order of the Board of Directors

42, Emerald Industrial Estate, TIRUPATI INDUSTRIES (INDIA) LIMITED

Villege Dheku Tal.

Khalapur,Dist.Raigad MAHARASHTRA

Sd/-

R. J. SANGHVI

CHAIRMAN


Mar 31, 2010

The Directors present herewith the THIRTY - SEVENTH ANNUAL REPORT and the Audited Accounts of the Company for the year ended 31st March 2010 Financial results are as follows:

Current Year Previous Year Ended 31st March 2010 Ended 31st March 2009

(Rs. in Lakhs) (Rs. in Lakhs)

Sales including processing charges 430.35 407.02 *

Other Income 11.16 77.45

TOTAL 441.51 484.47

Gross Profit/(Loss) before Depreciation & Interest 16.01 (14.84)

Less : (1) Depreciation 11.09 11.77

(2) Interest 0.07 11.16 0.00 (11.77)

Net Profit/ (Loss) after Depreciation & Interest 4.85 (26.61)

Less prior period expenses (0.34) Nil

Balance Loss B/F 6.43 33.65

Less:

(1) Prov. For F.B.T. (0.00) (0.55)

(2) Prov. For MAT Tax (0.39) (0.00)

(Profit carried to Balance Sheet) 10.55 6.43

* Figures regrouped

REVIEW OF ACTIVTIES:

As you are aware, the THIRTY - SEVENTH ANNUAL GENERAL MEETING was held on 30th September 2010 and was adjourned sine die without considering the Annual Accounts for the year ended 31st March 2010 as the Audited Accounts for that year was not available for consideration and adoption by the members of the Company. Your directors are pleased to submit herewith Audited Accounts for the year ended 31st March 2010 for consideration and adoption by you. At the Thirty Seventh Annual Gerneral Meeting the following business was approved by members 1. Mr.M.A.Jhaveri was reappointed Director of the Company and M/s R. P. Trivedi & Associates, Statutory Auditors of the Company was re-appointed. Member of the Company have also approved the appointment of Mr. Ketan Karani as a Managing Director of the Company. Mr. J.S.Nale was appointed as Director of the Company, Members also approved issue of further securities borrowing by the Directors under section 293 (1)(a) of the Companies act 1956.

PUBLIC DEPOSITS:

The Company has not invited, accepted or renewed any deposits from the public during the year ended on 31st March 2010, and as such Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

Information in accordance with provision of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO. Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of section 217(I)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of the Board of Directors) Rules 1988 is annexed hereto and forms part of this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors of the Company confirm Pursuant to section 217 (2AA) of the Companies Act 1956, as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) 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 affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all its business Associates and employees for their continued support and sincere co-operation.

By order of the Board of Directors

Dated: 26th Aug., 2011 TIRUPATI INDUSTRIES (INDIA) LIMITED

Regd. Office 42, Emerald Industrial Estate,

Dheku, Taluka Khalapur, Dist. Raigad sd/-

MAHARASHTRA R. J. sanghvi

CHAIRMAN

 
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