The directors take pleasure in presenting the 33rd Annual Report of
the Company along with the Audited Accounts for the year ended March
FINANCIAL HIGHLIGHTS (Amount in Lac)
PARTICULARS 2014-15 2013-14
Total Income 39.68 25.53
Total Expenditure 33.84 14.78
Profit/(Loss) before interest, Depreciation and Tax 5.84 10.75
Interest and Financial Charges 0.42 2.36
Profit/(Loss) before Depreciation and Tax 5.42 8.39
Depreciation 0.00 0.00
Net Profits/(Loss) before Tax 5.42 8.39
Tax Provision 1.04 1.62
Net Profits/(Loss) 4.38 6.77
Your Directors have not recommended payment of dividend for the
financial year ended 31st March 2015, since it is proposed to retain
the same in the business.
The Company has not accepted any deposits during the year under review
and it continues to be a Non-deposit taking Non Banking Financial
Company (NBFC) in conformity the guidelines of the Reserve Bank of
India and Companies (Acceptance of Deposits) Rules, 1975 & applicable
provisions of Companies Act, 2013.
At the previous Annual General Meeting of the company held on 26th
September, 2014, the company had appointed Mr. T. D. Senthil Kumar as a
Managing Director for a period of one year, Mr. Bhavesh Premji Mamnia
and Ms. M. Gayathri as independent directors of the Company under the
companies Act, 2013 and clause 49 of the Listing Agreement.
During the year Mr.Saurabh Gandhi and Ms. Kusum Jain, Director of the
Company resigned from the Board of the Company. The Board expresses its
gratitude for their valuable contribution.
In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Hitsharan Jain retires by rotation and being eligible, has
offered himself for re-appointment.
The brief profiles of the directors who are to be appointed /
re-appointed form part of the notes and explanatory statement to the
notice of the ensuing Annual General Meeting.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is as follows:
The company has One Executive Director and due to financial constraints
being faced by the company they have forgone remuneration. Further, no
sitting fee has been paid to any director during the year.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the company.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from Mr. Bhavesh Premji Mamnia
Independent Director of the Company confirming that they meet with the
criteria of Independence as prescribed by the Companies Act, 2013 and
the Listing Agreement.
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
The Remuneration Policy is stated in the Corporate Governance Report.
In terms of the provisions of Companies Act 2013 with rules there under
and Clause 49 of the listing agreement, the Board evaluates the
performance of Non Executive and Independent directors every year.
Their presence on the board is advantageous and fruitful in taking
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The company has not given any Loans and Guarantees in terms of
provisions of Section 186 of the Companies Act, 2013 except in ordinary
course of business being an NBFC.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not formulated a Corporate Social Responsibility
Committee due to non applicability of the relevant provisions to the
RELATED PARTY TRANSACTION (RPT)
The main business of the Company is financing activities; loans granted
to related party (if any) are in the ordinary course of business. All
related party transactions that were entered into during the financial
year were on an arm''s length basis and were in the ordinary course of
business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. All
Related Party Transactions are placed before the Audit Committee as
also the Board for approval.
Your Board of Directors of the Company has, on the recommendation of
the Audit Committee, adopted a policy to regulate transactions between
the Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules there under and the
During the year Twelve Board Meetings were held. For further details,
please refer report on Corporate Governance of this Annual Report.
The company has adopted Vigil Mechanism policy with a view to provide a
mechanism for directors and employees of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions
of the Section 177(9) and (10) of the Companies Act , 2013 and the
revised Clause 49 of the Listing Agreements with stock exchanges The
Policy has been uploaded on the website of the Company at:
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Clause 49 of the Listing Agreement the Company shall
familiarize the Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company etc., through
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 your Directors''
confirm the following:
* that in the preparation of the Annual Accounts for the year ended
March 31,2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
* that the directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the Company for that period.
* that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
* that the directors have prepared the annual accounts on a ''going
* that the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
* that the systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating
a) Statutory Auditors
M/s Sivaswamy & Kumar (Firm Registration No. 001378N) ,Chartered
Accountants have been appointed as statutory auditors of the company at
the last Annual General Meeting held on 26.09.2014 up to the conclusion
of the next Annual
General Meeting subject to ratification by members at every consequent
Annual General Meeting. Therefore, ratification of appointment of
Statutory Auditors is being sought from the members of the Company at
the ensuing AGM for their appointment for the Financial year 2015-2016.
b) Secretarial Audit
In Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Nishi Talwar &
associates, a firm of Practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
is annexed as Annexure - B.
c) Internal Auditor
The Company had appointed internal auditor for the period 2014-15 to
carry out the Internal Audit functions. The Internal auditor submits a
quarterly report to the audit committee.
EXTRACT OF ANNUAL RETURN
The details forming part of Annual Return in form MGT-9 is annexed as
The Company has complied with the provisions pertaining to Corporate
Governance as per the requirements of Listing Agreement with the Stock
Exchanges and necessary disclosures have been made in this regard in
the Report on Corporate Governance is annexed as Annexure-D along with
a certificate from a Practicing Company Secretary confirming compliance
of the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As the Company is not engaged in the manufacturing activity, the
prescribed information regarding compliance of rules relating to
conservation of Energy and Technology absorption pursuant to Section
134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the
Companies (Accounts) Rules, 2014 is not provided.
The Company does not have any Foreign Exchange Earnings and outgo in
the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Management Discussion and Analysis (MDA) is provided as a separate
section in the annual report.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''s
operations in future
5. During the year under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal ) Act, 2013.
6. No change in nature of business.
Your Directors wish to express their sincere appreciation for the
support and cooperation, which the Company continues to receive from
its clients, Banks, Government Authorities and associates and are
grateful to the shareholders for their continued support to the
Company. Your Directors place on record their appreciation for the
contributions made and the efforts put in by the management team and
employees of the Company at all levels.
By Order of the Board
for TIRUPATI FINCORP LIMITED
Place: Jaipur HItsaran Jain
Date: 11th August, 2015 Chairman