Shree Tirupati Balajee FIBC Ltd
Directors Reports
To,
The Member?s
SHREE TIRUPATI BALAJEE FIBC LIMITED
Your Directors take pleasure in presenting the 13th Annual
Report together with the Standalone and Consolidated Audited Financial Statements for the
year ended 31st March, 2022.
SUMMARISED PROFIT AND LOSS ACCOUNT (rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Year ended on |
Year ended on |
|
31.03.2022 |
31.03.2021 |
31.03.2022 |
31.03.2021 |
| Revenue from Operations (Net) |
19,776.37 |
11,712.24 |
19,776.37 |
11,712.24 |
| Other Income |
6.12 |
9.03 |
6.12 |
9.03 |
| Total Income |
19,782.49 |
11,721.27 |
19,782.49 |
11,721.27 |
| Total Expenses |
18,910.82 |
11,074.58 |
18,910.84 |
11,074.60 |
| Profit Before Exceptional and Extraordinary Items and Tax |
871.67 |
646.69 |
871.65 |
646.67 |
| Prior Period Adjustments |
2.43 |
1.39 |
2.43 |
1.39 |
| Profit Before tax |
869.24 |
645.30 |
869.22 |
645.28 |
| Less: - Current tax |
156.00 |
111.50 |
156.00 |
111.50 |
| Deferred Tax |
19.16 |
4.16 |
19.16 |
4.16 |
| (MAT Credit Entitlement) |
(6.09) |
(0.95) |
(6.09) |
(0.95) |
| Tax expense of prior years |
- |
53.51 |
- |
53.51 |
| Profit After Tax (PAT) |
700.17 |
477.08 |
700.15 |
477.06 |
| Earnings per share (Basic & Diluted) |
6.91 |
4.71 |
6.91 |
4.71 |
PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND
E-VOTING AT THE AGM:
In continuation of Ministry's Circular No. 14/2020 dated 08th
April, 2020, Circular No.17/2020 dated 13th April, 2020, General Circular No.
20/2020 dated 05th May, 2020, General Circular No. 02/2021 Dt. 13th
Jan, 2021, General Circular No. 19/2021 Dt. 8th Dec, 2021 & 21/2021 dated
14th Dec, 2021, it has been decided to allow companies whose AGMs were due to
be held in the year 2022, or become due in the year 2022, to conduct their AGMs on or
before 31.12.2022, in accordance with the requirements provided in paragraphs 3 and 4 of
the General Circular No. 20/2020 dated 05.05.2020. Therefore, Annual General Meeting (AGM)
will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence,
Members are requested to attend and participate in the ensuing AGM through VC/OAVM only.
Your Company is providing E-voting facility including remote e-voting
and e-voting at AGM under section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Amendment Rules, 2015. The details regarding
E-Voting facility including remote e-voting and e-voting at AGM is being given with the
notice of the Meeting.
STATE OF THE COMPANY?S AFFAIRS & REVIEW OF OPERATIONS:
The Company is carrying business of manufacturer, producers,
processors, importers, exporters, buyers and sellers of FIBC, Bulk Bags, Poly Tarpaulin,
Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner and Flexible Packaging etc. from its
Plants located at Pithampur, District Dhar, (MP).
There has been no change in the nature of business of the Company
during the year
ANNUAL CAPACITY OF MANUFACTURING OF FIBC BAGS & FABRIC AT ITS
EXISTING INDUSTRIAL UNIT:
Your Company has Annual production capacity of 8000 MT for FIBCs/Jumbo
Bags and 4000 MT for manufacturing of Fabric. Your company is planning to increase its
production capacity by way of expanding its plant located at Pithampur, District Dhar,
(MP).
CREDIT RATING:
ICRA vide its letter dated 08th February, 2022 have affirmed
the following ratings to the bank loan facilities of Rs. 63.88/- Crores (enhanced from Rs.
39.65/- crore) availed by the Company:
| Total Bank Loan Facilities Rated |
Rs. 63.88/- Crore |
Rating |
| Long-term-Fund-based |
Rs. 46.79/- Crore |
[ICRA]BBB (Negative); reaffirmed |
| Long Term/Short Term-Unallocated |
Rs. 17.09/- Crore |
[ICRA]A3+; reaffirmed |
DIVIDEND:
Board of Directors has not recommended any dividend for the financial
year ended 31st March, 2022.
DIRECTORS? RESPONSIBILITY STATEMENT:
To the best of the knowledge and belief and according to the
information and explanations obtained by them, your Directors confirm the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. That in the preparation of the annual accounts for the year ended 31st
March, 2022, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. That in such accounting policies as mentioned in Notes to the
Financial Statements have been selected and applied consistently. Judgments and estimates
have been made 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, 2022.
c. That they have taken proper and sufficient care 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. That they have prepared the Annual Accounts on a going concern
basis;
e. That they have laid down internal financial controls for the company
and such internal financial controls were adequate and were operating effectively.
f. That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
SHARE CAPITAL:
During the year under review, there is no change in the Authorised,
Issued, Subscribed and Paid-up equity share capital of the Company. The Authorised Share
Capital of the Company as on 31st March, 2022 was Rs. 11,00,00,000/- (Rupees
Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10/-
(Rupees Ten only) each and Paid up Share Capital of the Company as on 31st
March, 2022 was Rs. 10,13,00,400/- (Rupees Ten Crore Thirteen Lakh and Four Hundred only)
divided into 1,01,30,040 (One Crore One Lakh Thirty Thousand and Forty) Equity Shares of
Rs. 10/- (Rupees Ten only) each. During the year under review, the Company has not issued
equity shares or shares with differential voting rights or granted stock options or sweat
equity shares.
TRANSFER TO RESERVES:
No amount has been transferred to the general reserves for the
financial year ended 31st March, 2022.
DEPOSITS:
Your Company has not accepted deposit from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st
March, 2022. Further, the Company has not accepted any deposit or loans in contravention
of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there
under.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees and investments pursuant to
Section 186 of the Companies Act, 2013 have been disclosed in the financial statements
read together with notes annexed thereto and forms an integral part of the financial
statements.
CSR INITIATIVES:
In terms of Section 135 and Schedule VII of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of
Directors of your Company has constituted a CSR Committee. CSR Committee of the Board has
formed a CSR Policy and the same has been uploaded on the Company's Website:
http://www.tirupatibalajee.com/media/1211/corporate-social-responsibility.pdf
Annual report on CSR activities as required under rule 8(1) of the
Companies (Corporate Social Responsibility) Rules, 2014 is annexed with this report as
"Annexure A".
OCCUPATIONAL HEALTH & SAFETY (OH&S):
This initiative involved positive engagement of personnel on the plant
at every level. With regard to contractor safety, two key areas of focus were identified,
namely Facility Management for the contractors' employees and Equipment, Tools &
Material Management. The Facility Management initiative was implemented to ensure adequate
welfare facilities for contract labor such as washrooms with bathing facilities, rest
rooms, availability of drinking water etc. The Equipment, Tools & Material Management
Program ensured that the tools used by contractors were safe. The process of screening of
contractors was made more stringent to ensure that the contractors were aligned with the
Company's objectives to ensure 'Zero Harm'.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Policy for prevention of Sexual Harassment
at the workplace in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress the Complaint received regarding sexual
harassment. There was no case of sexual harassment reported during the year under review.
RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY:
The Company follows the risk management policy wherein the management
keeps an eagle eye view on the markets, both domestic and foreign, related to the
products. The management also monitors the socio-economic changes worldwide, changes in
the currency fluctuation to minimize the risks, maintaining high quality standards,
fluctuations in the price of raw materials, risks from international competitors. Other
than this, the Government Policy, local area authority, Taxation Policy may adversely
affect the profitability of the Company subject to various process and clearance etc. as
may be decided by the concerning State Government. Further, general market conditions
relating to the demand, supply, and price relating to the products of the company also
affect the business operations of the Company. The detailed Risk Management Policy has
been uploaded on Company's Website:
http://www.tirupatibalajee.com/media/1007/risk-management-policy.pdf
Implementation of the Scheme
The functional managers at all locations will be responsible for
identifying and assessing the risks within their areas of responsibilities and actions
agreed beforehand to resolve such risks. They will report for any new risk or changes in
the existing risk to the Managing Director. The Board members are regularly informed about
the potential risks, their assessment and minimization procedures. The Board frames a plan
for elimination / minimization of the risk and further lays out the steps for implementing
and monitoring of the risk management plan.
INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:
The Company has a strong internal control framework in place to monitor
the effectiveness of internal controls. The Internal Auditor of the Company provides a
reasonable assurance to the Board on the adequacy and effectiveness of risk management,
internal control business processes, operations, financial reporting and compliance. The
framework is appropriate for the size, scale, and complexity of the Company's operations.
All the transactions are properly authorised, recorded and reported to the Board. The
Company is following all the applicable Accounting Standards for properly maintaining the
books of accounts and reporting financial statements. The internal auditor of the company
checks and verifies the internal control and monitors them in accordance with policy
adopted by the company. Company ensures proper and adequate systems and procedures
commensurate with its size and nature of its business.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act, 2013
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has established a Vigil Mechanism which includes formulation of the
Whistle Blower Policy to bring to the Company's attention, instances of unethical
behavior, actual or suspected incidents of fraud, instances of leak of unpublished price
sensitive information that could adversely impact the Company's operations, business
performance and/or reputation. No employee is denied access to the Chairman of the Audit
Committee. The Policy provides that the Company investigates such incidents, when
reported, in an impartial manner and takes appropriate action to ensure that requisite
standards of professional and ethical conduct are always upheld. The details of the Vigil
Mechanism Policy are posted on the website of the Company.
http://www.tirupatibalajee.com/media/1184/vigil-mechanismwhistle-blower-policy.pdf
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE AND AUDITED FINANCIAL
STATEMENTS OF THE COMPANY:
The Company has only one wholly-owned subsidiary viz. STB International
Private Limited. There was no change in the nature of the business of the subsidiary. The
Company does not have any associate or joint venture during the year 2021-22 as well as
none of the Companies which have become or ceased to be its associate or j oint venture
during financial year.
A statement containing the salient features of the financial statements
of subsidiary company as prescribed under the first proviso to sub-section (3) of Section
129 of the CompaniesAct, 2013 read with Rule 5 of the Companies (Accounts) Rules,2014 is
attached with financial statements in Form AOC-1 as "Annexure B". The
particulars of performance of financial position of the aforesaid subsidiary are provided
as part of the consolidated financial statements.
BOARD OF DIRECTORS, THEIR MEETINGS & KEY MANAGERIAL PERSONNEL
(KMPs):
1) Composition of Board ofDirectors as on 31.03.2022
The Board of directors was comprising of total 6 (Six) Directors, which
includes 3 (Three) Independent Directors as on 31.03.2022. The Board members are highly
qualified with the varied experience in the relevant field of the business activities of
the Company, which plays significant roles for the business policy and decision making
process and provide guidance to the executive management to discharge their functions
effectively.
2) Board Independence
Our definition of 'Independence' of Directors is derived from
Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act,
2013. The Company is having following Independent Directors as on 31.03.2022;
| 1. Shri Mahendra Kumar Bhagat |
(DIN: 01400781) |
| 2. Shri Hatim Badshah |
(DIN: 05118272) |
| 3. Smt. Priyanka Sengar |
(DIN: 08943198) |
As per provisions of the Companies Act, 2013, Independent Directors
were appointed for a term of 5 (five) consecutive years, who shall be eligible for
re-appointment by passing of a special resolution by the Company and shall not be liable
to retire by rotation.
3) Declaration by the Independent Directors
The Independent Directors have given declaration of Independence in the
first board meeting stating that they meet the criteria of independence as mentioned under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Further that the Board is of
the opinion that all the independent directors fulfill the criteria as laid down under the
Companies Act, 2013 during the year 2021-22 as well as the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act. Further as per the provisions of
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 as amended from time to time; the
directors are not aware of any circumstance or situation, which exits or may be reasonable
anticipated that could impair or impact their ability to discharge duties with an
objective independent Judgement and without any external influence and that he/she is
independent of the management.
4) Changes in Directors and Key Managerial Personnel
• Smt. Sunita Agrawal (DIN: 00322594) has resigned from the post
of Non-Executive Director of the Company w.e.f. 28th June, 2021. Apart from
that, there was no change in the composition of Directors and Key Managerial Personnel
during the Financial Year 2021-22.
• The term of Shri Mahendra Kumar Bhagat (DIN: 01400781) as a
Non-Executive Independent Director of the company is expired on 09th June,
2022. Shri Mahendra Kumar Bhagat (DIN: 01400781) has informed the company that he does not
wish to continue further and hence he will retire from the position of Non-Executive
Independent Director of the Company on 09th June, 2022. The Board of Directors
of the company has taken note of retirement of Shri Mahendra Kumar Bhagat (DIN: 01400781)
in its meeting held on 04th July, 2022.
• The term of Shri Hatim Badshah (DIN: 05118272) as a
Non-Executive Independent Director of the company is expired on 09th June,
2022. He is eligible for reappointment and has desired his willingness to be re-appointed.
Therefore, the board of directors, re-appointed him, as a Non-Executive Independent
Director for a Second term of 5 (Five) year with effect from 10th June, 2022 up
to 09th June, 2027 by way of resolution passed by circulation dated 07th
June, 2022.
• Shri Yash Khemchandani (DIN: 08923669) has been appointed by the
board, On the recommendation of Nomination and Remuneration Committee, as an Additional
Non-Executive Independent Director for a period of 5 (Five) years with effect from 10th
June, 2022 up to 09th June, 2027 by way of resolution passed by circulation
dated 07th June, 2022 to fulfill the requirements of Section 149 of the
Companies act, 2013 read with Regulation 16(1)(b) & 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
• The term of Shri Binod Kumar Agarwal (DIN: 00322536) as Managing
Director of the company is expired on 16th July, 2022. The Board of Directors
in its meeting held on 04th July, 2022, and on recommendation of the Nomination
and Remuneration Committee, has approved the re-appointment of Shri Binod Kumar Agarwal
(DIN: 00322536) as Managing Director of the Company for another term of five (5) years
with effect from 17th July, 2022 to 16th July, 2027.
• Shri Ranjan Kumar Mohapatra (DIN: 02267845) was appointed as a
Joint Managing Director of the Company for a term of 5 (Five) year on 10th
June, 2017. The tenure of Shri Ranjan Kumar Mohapatra (DIN: 02267845) as the Joint
Managing Director of the company for five consecutive years concluded on 09th
June, 2022. He shall continue to serve as a Director of the Company in the category of the
executive director after the expiring of his tenure.
5) Directors seeking appointment/re-appointment at the ensuing Annual
General Meeting
In the ensuing AGM, the Board of Directors is proposing the following
appointment/re-appointment as set out in the notice of AGM:-
a. Re-appointment of Shri Hatim Badshah (DIN: 05118272) as a
Non-Executive Independent Director for a second term of 5 (Five) consecutive years w.e.f.
10th June, 2022 up to 09th June, 2027 by passing Special resolution
and he is not liable to retire by rotation;
b. Re-appointment of Shri Binod Kumar Agarwal (DIN: 00322536) as
Managing Director of the company for a further period of 5 years from 17th
July, 2022 to 16th July, 2027.
c. Confirmation for appointment of Shri Yash Khemchandani (DIN:
08923669) as a Director in the category of Independent Director for a Term of 5 (Five)
Consecutive years w.e.f. 10th June, 2022 up to 09th June, 2027 and
he is not liable to retire by rotation;
d. Shri Sakul Grover (DIN:06863528) Non-Executive Director, is liable
to retire by rotation at the ensuing annual general meeting and being eligible offers
himself for re-appointment.
6) Number of Meetings of the Board
The Board meets at regular intervals to discuss and decide on Company's
business policy and strategy apart from other Board business. The notice of Board meeting
is given well in advance to all the Directors. The Agenda of the Board meeting is
circulated to all the Directors as per the provisions of Companies Act, 2013 and rules
made thereunder.The Agenda for the Board meetings includes detailed notes on the items to
be discussed at the meeting to enable the Directors to take an informed decision.
The Board meets 05(Five) times in the Financial Year 2021-22 viz., on
28th June, 2021; 30th August, 2021; 13 th November, 2021;
13th January, 2022; 28th March, 2022. The time gap between the two
meetings was within the maximum permissible/extended time gap as stipulated under Section
173(1) ofthe Companies Act, 2013.
7) Separate Meeting of Independent Directors
As stipulated by the Code of Conduct for Independent Directors under
the Companies Act, 2013, a separate meeting of the Independent Directors of the Company
was held on 28th March, 2022 to review the performance of Non-Independent
Directors and the entire Board. The Independent Directors also reviewed the quality,
content and timeliness of the flow of information between the Management and the Board and
its' Committees which is necessary to effectively and reasonably perform and discharge
their duties.
8) Annual evaluation by the Board
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance
iv. Providing perspectives and feedback going beyond information
provided by the management
v. Commitment to shareholders and other stakeholders interest
The evaluation involves self-evaluation by the Board Members and
subsequently assessment by the Board of Directors. A member ofthe Board will not
participate in the discussion of his/her evaluation.
COMMITTEES OF THE BOARD:
The Company has following Four Committees as follows:
1) Audit Committee
The Company has constituted Audit Committee as per section 177 of the
Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in
accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and Companies Act, 2013. The Audit Committee comprises of the following
Members as on 31st March, 2022.
| Name of Director |
Nature ofDirectorship |
Designation in the Committee |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Chairman |
| Shri Mahendra Kumar Bhagat |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover* |
Non-Executive Director |
Member |
2) Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee in
accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and
Remuneration Committee comprises of the following Members as on 31st March,
2022.
| Name of Director |
Nature ofDirectorship |
Designation in the Committee |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Chairman |
| Shri Mahendra Kumar Bhagat |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover* |
Non-Executive Director |
Member |
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under section 178(3), is uploaded on company's
website. http://www.tirupatibalaiee.com/media/1009/nomination-and-remuneration-policy.pdf
3) Stakeholders? Relationship Committee
The Company has constituted a Stakeholders' Relationship Committee in
accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to redress
complaints of the shareholders. The Stakeholders' Relationship Committee comprises the
following Members as on 31st March, 2022:
| Name of Director |
Nature ofDirectorship |
Designation in the Committee |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Chairman |
| Shri Mahendra Kumar Bhagat |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover* |
Non-Executive Director |
Member |
4) Corporate Social Responsibility (CSR) Committee
Company has constituted a CSR Committee in accordance with the
provisions of section 135 of Companies Act, 2013.The CSR Committee as on 31st
March, 2022 comprises the following Members:
| Name of Director |
Nature of Directorship |
Designation in the Committee |
| Shri Binod Kumar Agarwal |
Managing Director |
Chairman |
| Shri Hatim Badshah |
Non-Executive & Independent Director |
Member |
| Shri Sakul Grover* |
Non-Executive Director |
Member |
*Note: - During the financial year 2021-2022, Smt. Sunita Agrawal (DIN:
00322594) resigned from the post of Non-Executive Director of the Company with effect from
28th June, 2021. Thereafter, the committees of the Company i.e. Audit
Committee, Nomination and Remuneration Committee, Stakeholders? Relationship
Committee and Corporate Social Responsibility (CSR) Committee has been reconstituted with
the addition of Shri Sakul Grover (DIN: 06863528) Non-Executive Director of the Company in
place of Smt. Sunita Agrawal.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the
Financial Year 2021-22 were on Arm's Length Basis and were in the Ordinary Course of
business. There are no materially significant Related Party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. All Related
Party Transactions were approved by the Audit Committee and the Board. The details are
attached in Form AOC-2 as "Annexure C".
The Company has formed Related Party Transactions Policy which was
approved by the Board for purpose of identification and monitoring of such transactions.
The RPT Policy as approved by the Board is available on the Company's
website
http://www.tirupatibalaiee.com/media/1006/policy-for-related-party-transactions-rpts.pdf
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the
Regulators/Courts during the year under review which would impact the going concern status
of the Company and its future operations.
AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT:
1) Statutory Auditors
In terms of provisions of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, M/s. M.S. Dahiya & Co., Chartered
Accountants (F.R. No. 013855C), was appointed as Auditor of your Company to hold office
for a consecutive period of five (5) years until the conclusion of 16th Annual
General Meeting of the Company to be held in the calendar year 2025.
The Auditors Report and the Notes on Standalone and Consolidated
financial statement for the year 2021-22 referred to in the Auditor's Report are
self-explanatory does not contain any qualification, reservation or adverse remark and do
not call for any further comments.
2) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Ritesh Gupta & Co., Company Secretaries, Indore (FCS: 5200
& COP: 3764), to undertake the Secretarial Audit of the Company for the financial year
2021-22.
The Secretarial Audit Report in Form MR-3 is self-explanatory and
therefore do not call for any explanatory note and the same is annexed herewith as
"Annexure D". Your Board is pleased to inform that there is no such observation
made by the Auditors in their report which needs any explanation by the Board.
The Board of Directors at their Meeting held on 25th May,
2022, has re-appointed M/s Ritesh Gupta & Co., Company Secretaries, Indore (FCS: 5200
& COP: 3764) to undertake the Secretarial Audit for Financial Year 2022-23.
3) Cost Audit
The Provisions of Section 148 of the Companies Act, 2013 read with Rule
14 of the Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not
applicable to the Company during the financial year ended 31st March, 2022.
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:
In terms of the provisions of section 134(3) of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the
Auditors to Audit Committee/Board during the year under review. Further that there were no
frauds committed against the Company and persons who are reportable under section 141(12)
by the Auditors to the Central Government. Also there were no non-reportable frauds during
the year 2021-22.
CORPORATE GOVERNANCE:
The Company is listed on the NSE Emerge and exempted from provisions of
corporate governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be
disclosed with Annual Report. It is pertinent to mention that your Company is committed to
maintain the highest standards of Corporate Governance.
CODE OF CONDUCT:
Regulation 17(5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct
for its directors and senior management, incorporating duties of directors as laid down in
the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and
Senior Management of the Company and same has been hosted on the website of the company.
http://www.tirupatibalaiee.com/media/1002/code-of-conduct-for-board-of-directors-kmps-and-senior-management.pdf
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the applicable provisions of the Companies Act, 2013
and rules made thereunder read with Indian Generally Accepted Accounting Principles (GAAP)
and in accordance with Accounting Standard, the Consolidated Financial Statements of the
Company as of and for the year ended 31st March, 2022, forms a part of the
Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN
EXCHANGEEARNINGS 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 herewith as
"Annexure E".
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS
REPORT:
No material changes have occurred and commitments made, affecting the
financial position of the Company, between the end of the financial year of the Company
and the date of this report. There is no order passed by any regulator or court or
tribunal against the company, impacting the going concern concept or future operations of
the Company.
ANNUAL RETURN:
In compliance with the provisions of Section 92 of the Companies Act,
2013, the Annual Return of the Company for the financial year ended 31st March,
2022 has been uploaded on the website of the Company and the web link of the same is -
http://www. tirupatibalajee.com/annual- return/
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDTAN
EMPLOYEE?S REMUNERATION AND PARTICULARS OF EMPLOYEES:
Details pursuant to provision of section 197(12) of Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the details are given in the "Annexure F".
During the year, none of the employees received remuneration in excess
of the limit prescribed under Section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereof.
SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The
Institute of Company Secretaries of India (ICSI).
INDUSTRIAL RELATIONS:
During the year under review your Company enjoyed cordial relationship
with workers and employees at all levels.
GENERAL:
During the year under review, there were no transactions or events with
respect to the following, hence no disclosure or reporting is required:
1. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
2. One-time settlement with any bank or financial institution.
ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and cooperation extended by
them. Your Directors sincerely convey their appreciation to customers, shareholders,
vendors, bankers, business associates, regulatory and government authorities for their
continued support. Your Board of Directors would like to convey their sincere appreciation
for the wholehearted support and contributions made by all the employees at all levels of
the Company for their hard work, solidarity, cooperation and dedication during the year
|
For and on behalf of the Board |
|
Binod Kumar Agarwal |
| Date: 30th August, 2022 |
Chairman & Managing Director |
| Place: Pithampur (Dhar) |
DIN:00322536 |
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