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Directors Report of Tirupati Inks Ltd.

Mar 31, 2014

Dear Fellow Members,

The Directors have pleasure in presenting this 30th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2014.

Financial Results

The summarized standalone financial performance of the Company for the financial year ended March 31,2014 as compared to previous year was as under:

(Rs.in lacs)

Particulars Financial Year

31st March 2014 31st March 2013

Total Income 34077.43 23002.44

Total Expenditure 32980.29 22294.77

Profit / (Loss) Before Tax 1097.14 707.67

Provision for Income Tax 287.26 141.59

MAT Credit 0.00 136.54

Deferred Tax 69.25 212.84

Profit / (Loss) After Tax 740.63 489.78

Transfer to General Reserve NIL NIL

Paid-up Share Capital 2509.98 1515.24

Reserve & Surplus 6937.76 5202.39

Financial Highlights

Your company has registered all around progress during the year under review. The company is committed to make itself in international standards of quality, operational performance, efficiency and customer care. The highlights of our performance for the year 2013-14 are:

- The Gross Turnover of the company for financial year 2013-14 increased to Rs. 34016.65 lac as against Rs. 22,943.25 lac in the corresponding previous financial year, registering a growth of 48.26%.

- Net Profit after tax has increased from Rs. 489.78 lac in the financial year 2012-13 to Rs. 740.63 lac in the financial year 2013- 14 registering an increase of 51.22 % due to better sales realization.

- The consolidated revenue from operations of the Company has increased to Rs. 40,589.23 lac as against Rs. 26,655.41 lac in the corresponding previous financial year, registering a growth of 52.27%.

- The Consolidated Net Profit after tax has increased from Rs. 851.00 lac in the financial year 2012-13 to Rs. 1366.70 lac in the financial year 2013-14 registering an increase of 60.60 %

Your Directors are putting in their best efforts to improve the performance of the Company. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

We feel great in experiencing the trust and confidence reposed by our esteemed shareholders with an increased sense of responsibility, and assure them that we shall shoulder the same with utmost care and sense of accountability.

FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY

TIL''s business of printing inks is undergoing rapid progress both w r t growth in share of conventional inks and also w r t growth in development of new products. Today, TIL is a force to reckon with in the organized printing ink manufacturing sector (for Gravure & Flexographic Printing) TIL is also being recognized as quick growing organization both w r t market penetration and new product introduction.

TIL''s strategy of swift & quick response to understand & address customer requirements, ensuring customer satisfaction through product advantages by demonstrating cost effectiveness, ease of operations and customized results has established it as important player in the business of liquid printing ink.

TIL has embarked upon the printing sector which has only Global players as suppliers for printing inputs - UV curable inks for narrow web & sheet fed & LED curable inks for gravure and flexo applications - specialties which invariably will offer better & higher margins. This area of printing is definitely showing high growth rates and great scope for innovation, thus, providing opportunities for rapid growth .

As per the report by the world known consultants in the packaging field SMITHERS PIRA, Asia, Africa & Middle East (besides Latin America) will see a high double digit growth rate during 2012-17 in the printed packaging sector, thus, justifying efforts and focus of Tirupati Inks Limited in these markets with Business Development Manager in Place in Nigeria, subsidiary company in UAE, initiation of business development in Malaysia and penetrative growth in India & plans to enter GCC countries

MATERIAL CHANGES ETC.

Except the aforesaid and save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2014 and the date of this Report.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company. Thus no dividend is being recommended for this year.

PUBLIC DEPOSITS

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

CREDIT RATING

CARE Ratings has assigned credit rating CARE BBB- for Long Term Facilities and CARE A3 for Short Term Facilities.

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 Directors'' 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 all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re- appointment at every Annual General Meeting. Consequently, Mr Satya Narain Agarwal, Directors will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Further as per Section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1st April, 2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed Mr Ram Shanker Agarwal and Mr Keshav Behari Lall as Non-Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement. The Board of Directors in their meeting held on August 13, 2014 after consideration has recommended to reappoint all the aforesaid Directors as Non-Executive Independent Directors within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Your Directors recommend their appointment /re-appointment at the ensuing Annual General Meeting. CONSOLDATED FINANCIALS

The company has its only Wholly Owned Subsidiary based at DUBAI. In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on accounting for Investments in Associates notified under Section 211 (3C) of the Companies Act, 1956 the audited Consolidated Financial Statements are provided in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. they 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 2014 and of the profit of the Company for the period ended on that date;

c. they 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; and

d. they have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Shashi Dinesh & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors for the financial year 2014-15. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification. STOCK EXCHANGE LISTING

The shares of the company stand listed on BSE Ltd and Delhi Stock Exchange Ltd. The listing fee for the financial year 2014- 15 has already been paid to both the Stock Exchanges.

CORPORATE GOVERNANCE

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the community at large.

As stipulated under Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and the Corporate Governance Report had been incorporated as Separate Section forming part of the Annual Report.

The compliance report on Corporate Governance and a certificate from M/s R & D Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

Certificate from Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on date, Tirupati Inks World Wide FZE is the only wholly owned subsidiary of the company.

In accordance with the general Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companires are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

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

a. Conservation of Energy & Technology Absorption:

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure A, forming part of this report.

b. Export Activities: The product of the company which is printing ink was exported to the overseas market. The Company exports the printing inks to various countries viz., Nigeria, Turkey, Malaysia, Mauritius, Jordan, Italy, and other Middle East and African countries etc. Our export revenue from Inks during the year ending March 31, 2014 was Rs. 5222.80 Lacs (FOB value).

ACKNOWLEDGEMENT

Your Directors are grateful and pleased to place on record their appreciation for the excellent support, trust, guidance and cooperation extended & reposed by the all its Stakeholders, Employees, Customers, Financial Institutions and Banks, various Government Departments, Statutory & Regulatory Bodies and Local Authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

For and on Behalf of the Board Of Tirupati Inks Limited

Date : 13th August, 2014 Sanjiv Agrawal

Place: Delhi Chairman and Managing Director


Mar 31, 2013

Dear Fellow Members,

The Directors have pleasure in presenting this 29th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2013.

Financial Results

The summarized standalone financial performance of the Company for the financial year ended March 31, 2013 as compared to previous year was as under:

(Rs.in lacs)

Particulars Financial Year 31st March 2013 31st March 2012

Total Income 23002.44 15605.17

Total Expenditure 22294.77 15212.50

Profit / (Loss) Before Tax 707.67 392.67

Provision for Income Tax 141.59 82.01

MAT Credit 136.54 0.00

Provision of Deferred Tax 212.84 33.53

Profit / (Loss) After Tax 489.78 277.13

Transfer to General Reserve NIL Nil

Paid-up Share Capital 1515.24 1515.24

Reserve & Surplus 5202.39 4712.61

Financial Highlights

Your company has registered all around progress during the year under review. The company is committed to make itself in international standards of quality, operational performance, efficiency and customer care. The highlights of our performance for the year 2012-13 are:

/ The Gross Turnover of the company for financial year 2012-13 increased to Rs.23002.44 lacs as against Rs. 15605.17 lacs in the corresponding previous financial year, registering a growth of 47.40%.

/ Net Profit after tax has increased from Rs. 277.13 lacs in the financial year 2011-12 to Rs. 489.78 lacs in the financial year 2012-13 registering an increase of 76.73 % due to better sales realization.

/ The consolidated revenue from operations of the Company for the year ended March 31, 2013 was Rs. 26655.41 lacs, while the consolidated profit was Rs. 851.00 lacs.

/ Report on Management Discussion and Analysis provides a detailed analysis of financial performance.

/ During the year under review, your company has been awarded the certificate of excellence and Ranked third amongst top 100 Indian corporate as listed in inc india 500 awards, leading corporate magazine ''Inc India''. The company is growing on consistent basis and has healthy plans for its expansion.

Your Directors are putting in their best efforts to improve the performance of the Company. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

We feel great in experiencing the trust and confidence reposed by our esteemed shareholders with an increased sense of responsibility, and assure them that we shall shoulder the same with utmost care and sense of accountability.

FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY

The Global printing ink market of USD 14.5 billion is split evenly between North America, Europe and Asia-Pacific. While the North American and European sales have flattened out, the Asia-Pacific region continues to grow at a fast pace of about 8%, and should soon become the largest region in terms of ink consumption, driven by economic growth in China, India and other key countries.

The overall Indian economic stability in its user industries such as FMCG, media, flexible packaging and publishing shows that printing Ink industry has witnessed an encouraging growth in domestic market during the year under review. The growth of the printing ink sector including that of rotogravure and flexographic inks has been very fast.

The demand for the printing ink has become the vital aspect in sustaining the market growth. A diversified customer base ensures a wide distribution for the Company''s products. Apart from direct sale of products to the customers, the company has also appointed distributors and consignee agents at different locations for product distribution.We have appointed new distributors in Lagos, Dubai and Sri Lanka for the international markets and in Uttaranchal for Indian markets.

PARTICIPATION IN THE GULF PRINT & PACK AT DUBAI

We, participated in the Gulf Print & Pack held at Dubai in the month of April, 2013. It has helped us in geting some interesting leads for our Flexo and Gravure Solvent and Water Based Liquid Inks and UV Inks business in the MENA region.

Visitors from Middle East, North, East & West Africa and Europe have offered us opportunities to understand and work towards customizing techno commercial requirements of high prospects.

Trade fair

1. Was most effective medium to make sales and set up Partnerships/Joint Ventures and

2. The same assisted us in generation of new business leads with targeted buyers from Middle East & African countries.

MATERIAL CHANGES ETC.

Except the aforesaid and save as mentioned elsewhere in this report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2013 and the date of this Report.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company. Thus no dividend is being recommended for this year.

PUBLIC DEPOSITS

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such,no amount on account of principal or interest on public deposits was outstanding on the date of the BalanceSheet.

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 Directors'' 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 all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS

Mr Satya Narain Agrawal was appointed as additional director by the Board. In terms of the provisions of the Companies Act, 1956, he hold office until the date of the ensuing Annual General Meeting. His appointment as an Ordinary Director of the Company is placed before the Members for consideration. The Board recommends the resolution for adoption by the members.

After the last Annual General Meeting, Mr Rakesh Kumar Agrawal, Mrs Rajni Maheshwari and Mr Ram Prakash Gupta resigned from the Board. The Board takes this opportunity to place its gratitude for services rendered by them.

Mr Ram Shanker Agrawal retires by rotation and being eligible offers himself for re-appointment. Directors recommend his re-appointment.

The brief resume of new directors proposed to be appointed and directors retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies on which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section "Report on Corporate Governance" of the Annual Report.

CONSOLDATED FINANCIALS

The company has its only Wholly Owned Subsidiary based at DUBAI. In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates notified under Section 211 (3C) of the Companies Act, 1956 the Audited Consolidated Financial Statements are provided in the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. they 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 of the Company for the period ended on that date;

c. they 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; and

d. they have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Shashi Dinesh & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

COST AUDITORS

Pursuant to the provisions of sub-section (2) of 233-B read with Section 224 (1B) of the Companies Act, 1956 and consequent upon notification of the Companies (Cost Accounting Records) Rules, 2011 published vide G.S.R. 429(E), dated 3rd June, 2011 and Central Government Order No. 52/26/CAB/2010 dated 30th June, 2011. M/s R.M. Bansal & Co., Cost Accountants, Kanpur, were re-appointed as the cost auditors of the company to conduct the audit of the cost accounting records of the company for the FY 2012-13.

The appointment of M/s Rakesh Mishra & Co., Kanpur was approved by the Central Government, as the cost auditors of the company to conduct the audit of Cost Accounting records of the company for the FY 2013-14.

STOCK EXCHANGE LISTING

The shares of the company stand listed on BSE Ltd and Delhi Stock Exchange. The listing fee for the financial year 2013-14 has already been paid to both the Stock Exchanges.

CORPORATE GOVERNANCE

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulators and the community at large.

As stipulated under Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and the Corporate Governance Report had been incorporated as separate section forming part of the Annual Report.

The compliance report on Corporate Governance and a certificate from M/s R & D Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

Certificate from Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on date, Tirupati Inks World Wide FZE is the only subsidiary of the company. The said entity is incorporated as a wholly owned subsidiary of the company in May 2012 and FY 2012-13 happens to be the first year of the subsidiary.

In accordance with the general Circular Nos. 2 and 3 dated 8th February 2011 and 21st February 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

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

a. Conservation of Energy & Technology Absorption:

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure A, forming part of this report.

b. Export Activities:The product of the company which is printing ink was exported to the overseas market. The Company exports the printing inks to various countries viz., Nigeria, Turkey, Malaysia, Mauritius, Jordan, Italy, etc. Our export revenue from Inks during the year ending March 31, 2013 was Rs. 3373.77 Lacs (FOB value).

c. Foreign Exchange Earnings and Outgo: (Rs. In Lacs) Particulars 2012-13 2011-12

Total Foreign Exchange Inflow 3373.77 404.92

Total Foreign Exchange Outflow 10.73 1070.88

ACKNOWLEDGEMENT

Your Directors are grateful and pleased to place on record their appreciation for the excellent support, trust, guidance and cooperation extended & reposed by the all its stakeholders, employees, customers, Financial Institutions and Banks, various Government Departments, statutory & regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company

For and on Behalf of the Board Of Tirupati Inks Limited

Date : 29th August, 2013 Sanjiv Agrawal

Place :Delhi Chairman and Managing Director


Mar 31, 2010

The Directors present the 26th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2010.

Financial Highlights (Rs. in lacs)

Particulars Year Ended Year Ended 31.03.2010 31.03.2009

Total Income 7176.22 5036.98

Total Expenditure 7226.86 4929.87

Increase / (Decrease) in Stock 346.87 (17.30)

Profit / (Loss) before tax 296.23 89.81

Less: Provision for Income Tax 70.34 9.20

Provision for FBT 0.00 1.55

Provision for Deferred Tax 10.47 (0.94)

Profit / (Loss) after tax 215.42 80.00

Paid-up Share Capital 317.56 277.56

Reserve & Surplus 405.57 157.68

Year in Retrospect

During the year under review, total income of the Company was Rs. 7523.09 lacs as against Rs. 5019.68 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 215.42 lacs for the year as against a profit of Rs. 80.00 lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc. after Balance Sheet date

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2010 till the date of this Report.

Proposed Further Public Offer (FPO)

The Board of Directors has been planning to raise financial resources for setting up new facility for manufacturing of Speciality Inks like Digital Inks, UV Inks, Offset Printing Inks and Ink Concentrates to augment and support existing product range of the company which include Rotogravuere Inks and Flexographic Inks used in printing of Flexible Packaging Material. For this purpose the company has been proposing to make a FPO of equity shares of the company subject to the requisite approvals of Bombay Stock Exchange, securities and Exchange Board of India, Delhi Stock Exchange, Registrar of Companies and other statutory authorities.

After the FPO the equity shares of the company shall be listed on the Bombay Stock Exchange apart from the current listing at Delhi Stock Exchange.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure A, forming part of this report.

b. Export Activities: The product of the company which is ink was exported to the overseas market. The Company exports the printing inks to various countries viz., Nigeria, Turkey, Malaysia, Mauritius, Jordan, Italy, etc. Our export revenue from Inks during the previous year ending March 31, 2009 was Rs 422.46 lacs (FOB value) constituting 20.83% of the total Printing Ink turnover of the Company.

c. Foreign Exchange Earnings and Outgo: The Company had earned foreign exchange by way of export of products as per the annexure given along with this report during the year under review.

Particulars of Employees

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Ms Divya Agarwal has resigned from the board and Mr Ram Prakash Gupta was appointed as additional director w.e.f 24th August, 2010. In terms of the provisions of the Companies Act, 1956, he shall hold office until the date of the ensuing Annual General Meeting. His appointment as ordinary director of the Company is placed before the members for consideration. The Board recommends the resolution for adoption by the members.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr Sanjiv Agarwal and Mrs Rajni Maheshwari is liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

Auditors

M/s Shashi Dinesh & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors Report

Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. they 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 2010 and of the profit of the Company for the period ended on that date;

c. they 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; and

d. they have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on Delhi Stock Exchange. The listing fee for the financial year 2010-11 has already been paid to the Delhi Stock Exchange. As mentioned before, the Company is planning for FPO and after that the equity shares of the Company shall be listed at Bombay Stock Exchange also.

Acknowledgement

Your Directors are grateful and pleased to place on record their appreciation for the excellent support, trust, guidance and cooperation extended & reposed by the all its stakeholders, employees, customers, financial institutions and banks, various government departments, statutory & regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company

For and on behalf of the Board For Tirupati Inks Limited

Date : 26th August, 2010 Sanjiv Agrawal

Place :New Delhi Chairman



 
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