Directors Report of Tirupati Tyres Ltd.

Mar 31, 2015

To,

The Members,

The Directors have pleasure in presenting the Annual Report together with the Audited statement of Accounts of the Company for the year ended 31st March, 2015.

OPERATION DURING THE YEAR

The company's operational activity was satisfactory.

FINANCIAL RESULTS

Your Company financial performance during the year 2014-15 is summarized below:

(Rs. In Lacs)

Particulars 2014-2015 2013-2014

Turnover 67,55,231 42,19,300

Expenses 62,15,098 40,63,047

Profit Before Tax 5,40,133 1,56,253

Provision for Taxation 1,66,901 51,563

Profit After Tax 3,73,232 1,04,690

OPERATIONS

The Company's net profit for the Financial Year ended March 31, 2015 stood at Rs. 3.73 lacs as against a net profit of Rs.1.04 lacs in the previous year.

DIVIDEND

Considering the insufficiency of profit, the Board of directors expresses their inability to recommend any dividend on equity shares for the year ended March 31, 2015.

RESERVES

The company's profit of Rs. 3.73 lacs for the current year has been carried to the reserves.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit.

AUDITORS

M/s Vishvesh A. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company resigned on May 20, 2015 due to their pre-occupations. The Board appointed M/s S K Kumar & Company, Chartered Accountants as Statutory Auditors to audit the books of accounts for the FY 2014-2015. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under relevant sections of the Companies Act and that they are not disqualified for such appointment. Further, the members have confirmed the appointment of M/s S K Kumar & Co. vide Postal Ballot. Your Directors recommend appointment of M/s. S K Kumar & Company as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS

Statutory Auditors

The Auditors' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation.

Secretarial Auditor

M/s Ramesh Chandra Bagdi & Associates were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit Report for the FY 2014-2015, forms part of the Annual Report.

DIRECTORS

In accordance with the Companies Act, Naveen Pujari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for appointment.

Mr. Arslan Khan who has been appointed as Director and CFO, his term expires at the ensuing Annual General Meeting. Members are requested to confirm his appointment.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed.

VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

PARTICULARS OF EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CORPORATE SOCIAL RESPONSIBILITY

CSR Provisions does not apply to the company.

RELATED PARTY TRANSACTIONS

No transactions were carried out between any of the related parties in the year under review.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

SEBI has vide its circular has amended the provisions of Listing Agreement pertaining to applicability of Clause 49. Vide the said circular, compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory.

The Company and has adopted most of the provisions of Clause 49 of the Listing agreement. The said report on Corporate Governance of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report are annexed to this report.

DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Shareholders, Bankers and Regulatory Bodies.

For and on Behalf of the Board of Directors of

Tirupati Tyres Limited

Date: September 01, 2015 Director Director

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Mar 31, 2014

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-14.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Amt in Rs.) (Amt in Rs.)

Gross Sales/Income 4219300 2911000

Less Total Expenses 4063047 2757475

Profit/(Loss) before Tax 156253 153525

Taxes/Deferred Taxes 51563 50663

Profit/(Loss) After Taxes 104690 102862

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Radheshyam Poddar, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Amendment Act, 2000 your Director confirms that in the preparation of the annual accounts.

1. The applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Vishves A.Shah & Co., Chartered Accountants, Ahmedabad Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

DATE : 22.04.2014 BY ORDER OF THE BOARD OF PLACE : AHMEDABAD DIRECTORS

Sd/- (CHAIRMAN)

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Mar 31, 2013

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2012-13.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2013 31.03.2012 (Amt in Rs.) (Amt in Rs.)

Gross Sales/Income 2911000 175500

Less Depreciation 94525 94525

Profit/(Loss) before Tax 153525 41,075

Taxes/Deferred Taxes 50663 13555

Profit/(Loss) After Taxes 102862 27520 P& L Balance b/f (13799192) (13671137)

Profit/ (Loss) carried to Balance Sheet (13696330) (13799192)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Bhuban Dutta, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Sandeep Manuja & Associates, Chartered Accountants, Ludhiana Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director Date: 29/05/2013 Place: Ludhiana Sd/- Sd/- Sd/- Radheshyam Poddar H. K. Choudhary Bhuban Dutta Director Director Director

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Mar 31, 2012

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2011-12.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2012 31.03.2011 (Amt in Rs.) (Amt in Rs.)

Gross Sales/Income 175,500 -

Less Depreciation 94525 94525

Profit/(Loss) before Tax 41075 (155575)

Taxes/Deferred Taxes - - Profit/(Loss) After Taxes 27,520 (155575)

P& L Balance b/f (13826712) (13671137)

Profit/ (Loss) carried to Balance Sheet (13,799,192) (13826712)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Hari Kumar Choudhary, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Sandeep Manuja & Associates, Chartered Accountants, Ludhiana Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director Date: 03/09/2012 Place: Ludhiana Sd/- Sd/- Sd/- Radheshyam Poddar H. K. Choudhary Bhuban Dutta Director Director Director

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Mar 31, 2011

Dear Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2010-11.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2011 31.03.2010 (Amt in Rs.) (Amt in Rs.)

Profit Before depreciation & tax (61050) -

Less Depreciation 94525 94525

Profit/(Loss) before Tax (155575) (94525)

Taxes/Deferred Taxes - -

Profit/(Loss) After Taxes (155575) (94525) P& L Balance b/f - -

Profit/ (Loss) carried to Balance Sheet (155575) (94525)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Bhuban Dutta Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. SANJEEV BIMLA & ASSOCIATES, Chartered Accountants, Ludhiana Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Ludhiana Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director Date: 01/09/2011 Place: Ludhiana Sd/- Sd/- Director Director