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Tirupati Fincorp Ltd.

BSE: 539008 | NSE: | Series: | ISIN: INE642O01012 | SECTOR: Finance - Term Lending Institutions

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Annual Report

For Year :
2015 2013

Director’s Report

Dear Members, The directors take pleasure in presenting the 33rd Annual Report of the Company along with the Audited Accounts for the year ended March 31,2015. 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 DIVIDEND 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. FIXED DEPOSITS 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. DIRECTORS 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. REMUNERATION POLICY 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. BOARD EVALUATION 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 business decisions. 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 Company. 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 Listing Agreement. MEETINGS During the year Twelve Board Meetings were held. For further details, please refer report on Corporate Governance of this Annual Report. VIGIL MECHANISM 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: http://www.tirupatifincorp.com 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 various programmes. 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 concern'' basis. * 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 effectively AUDITORS 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 Annexure-C. CORPORATE GOVERNANCE 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. GENERAL 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 Company 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. ACKNOWLEDGEMENT 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 Sd/- Place: Jaipur HItsaran Jain Date: 11th August, 2015 Chairman (DIN: 02910260)

Director’s Report