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Tirupati Starch and Chemicals Directors Report, Tirupati Starch Reports by Directors
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Tirupati Starch and Chemicals

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Directors Report Year End : Mar '15    Mar 14
The Directors are hereby presenting the 29th Annual Report together
 with Audited Financial Statements of the Company for the Financial Year
 ended 31st March, 2015. Further, in compliance with the Companies Act,
 2013 the Company has made requisite disclosures in this Board''s Report
 with the objective of accountability and transparency in its operations
 to make you aware about its performance and future perspective of the
 Company.
 
 1.  FINANCIAL SUMMARY, STATE OF COMPANY''S AFFAIRS AND CHANGE IN NATURE
 OF BUSINESS
 
 The Board''s Report is based on the standalone Financial Statements of
 the Company for the year ended 31st March, 2015:
 
                                                     (Amount in Rupees) 
 
 Particulars                             Current Year 
                                        (2014-2015)     Previous Year
                                                       (2013-2014)
 
 Total Revenue                          59,74,71,363    61,48,30,717
 
 Total Expenses                         58,47,01,278    59,90,14,809
 
 Profit Before Tax                       1,27,70,085     1,58,15,908
 
 Tax Expenses                            2,46,92,083       39,35,136
 
 A.  Current Tax                           26,65,110       55,24,300
 
 B.  Deferred Tax                        2,15,57,643      (15,85,937)
 
 C.  Income Tax for earlier                 4,69,330          (3,227)
 years written off/back
 
 Profit/Loss after Tax                  (1,19,21,998)    1,18,80,772
 
 Carried to Balance Sheet               (1,19,21,998)    1,18,80,772
 
 1.1 PERFORMANCE REVIEW
 
 During the year under review, the Company''s total revenue was Rs.
 59,74,71,363/- (Rupees Fifty Nine Crores Seventy Four Lacs Seventy One
 Thousand Three Hundred and Sixty Three Only) as compared to Rs.
 61,48,30,717/- (Rupees Sixty One Crores Forty Eight Lacs Thirty
 Thousand Seven Hundred and Seventeen Only) and Company reported a
 Profit Before Tax of Rs. 1,27,70,085/- (Rupees One Crore Twenty Seven
 Lacs Seventy Thousand and Eighty Five Only) as compared to a Profit
 Before Tax (PBT) of Rs. 1,58,15,908/- (Rupees One Crore Fifty Eight
 Lacs Fifteen Thousand Nine Hundred and Eight Only) for the Financial
 Year ended 31st March, 2014. During the year under review, a heavy
 provision of deferred tax liabilities has been made which is affecting
 the Profit figure.
 
 There was expansion of existing manufacturing plant situated at
 Village Sejwaya, Ghatabillod, Dist. Dhar, M. P., and commercial
 production was also commenced during the year under the review. Being
 the first year of operation after expansion profitability and turnover
 of the company affected downward for the related year. For such
 expansion project, the Company also increased its existing debt
 obligations from its Bankers and promoters; impact of same was resulted
 in the financial position of Company. However, with reduction in cost
 of maize as compared to previous year, better performance of utility
 coupled with better product mix, improved technical parameters and
 application of stringent cost cutting measures and as the existing
 expansion has also come out, your company estimates that it shall be
 able to increase its profitability. Further, the detailed performance
 covered in the Management Discussion and Analysis Report separately
 which is annexed as ANNEXURE IV with this report and shall form part of
 the Board''s report.
 
 1.2 CHANGE IN NATURE OF COMPANY''S BUSINESS
 
 During the Year under review, there was no change in Company''s
 Business, the Company finalized its Expansion plan and started the
 commercial production of Starch and allied products in its expanded
 unit w.e.f 21st March, 2015.
 
 2.  FUTURE OUTLOOK
 
 Post expansion, the Company is utilizing the Manufacturing Unit to 100%
 capacity, with installation of new equipments, de-bottlenecking,
 automation of the existing production processes and improvement in
 effluent treatment facilities, your Directors expect that the Company
 would be able to increase the grinding activity as compared to previous
 years. By doing so, your Company will be able to achieve a higher top
 line and improve its bottom line in the years to come.
 
 3.  SHARE CAPITAL
 
 During the year under review, the Company, neither increased nor
 decreased its Equity and Preference Share Capital. The breakup of
 Equity and 0% Redeemable Preference Share Capital of your Company as on
 31st March, 2015 is as following:
 
 a) The Authorized Equity Share Capital is Rs. 10,00,00,000/- (Rupees
 Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of
 Rs. 10/- (Rupees Ten) each.
 
 b) The Authorized Preference Share Capital is Rs. Rs. 2,00,00,000/-
 (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lacs) 0%
 Redeemable Preference Shares of Rs.  10/- (Rupees Ten) each.
 
 c) The Paid Up Equity Share Capital is Rs. 6,09,31,760/- (Rupees Six
 Crore Nine Lacs Thirty One Thousand Seven Hundred Sixty Only) divided
 into 60,93,176 (Sixty Lacs Ninety Three Thousand One Hundred and
 Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten) each.
 
 d) The Paid Up 0% Redeemable Preference Share Capital is Rs.
 1,50,00,000 (Rupees One Crore Fifty Lacs Only) divided into 15,00,000
 (Fifteen Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten)
 each.
 
 4.  REVISION IN FINANCIAL STATEMENTS OR BOARD''S REPORT U/S 131(1) OF
 THE COMPANIES ACT, 2013
 
 In terms of Section 131 of the Companies Act, 2013, the Financial
 Statements and Board''s Report are in compliance with the provisions of
 Section 129 or Section 134 of the Companies Act, 2013 and that no
 revision has been made during any of the three preceding financial
 years.
 
 5.  EXPORTS
 
 During the year under review, the export turnover of your company is
 Rs. 3,11,19,265/- (Rupees Three Crores Eleven Lacs Nineteen Thousand
 Two Hundred and Sixty Five only). The major export markets of the
 Company are United Arab Emirates (U. A. E.), South Africa and Kuwait,
 further, your Company intends to continue with its long term export
 oriented marketing policy by penetrating more in its existing
 international market and exploring new avenues for its high value
 products.
 
 6.  RESERVES
 
 No amount has been proposed by the Board to carry to any reserves.
 
 7.  DIVIDEND
 
 During the period under review, the Company did not pay any dividend.
 
 8.  DEPOSITS
 
 During the year under review, Company''s Bankers, viz, State Bank of
 India, Commercial Branch, Indore, extended credit facilities in the
 form of Cash Credit and Term Loan  III.  Company''s Bankers stipulated
 under Sanction Letters that promoters of the Company shall be required
 to contribute some amount in the form of Unsecured Loan. Therefore, the
 Directors, Promoters and relatives of Promoters under such stipulation,
 gave amount to the Company, as Unsecured Loan.
 
 The excess deposits have been repaid by your Company before 31st March,
 2015 and the Company is not under any default in terms of Companies
 Act, 2013 and rules made there under.
 
 9.  MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF
 THE COMPANY
 
 During the year under review, State Bank of India, Commercial Branch,
 Indore extended following credit facilities to your Company for the
 expansion project at Company''s factory premises situated at Village
 Sejwaya, Ghatabillod, Dist. Dhar, M. P.:
 
 a) The Cash Credit limit to the tune of Rs. 8,00,00,000/- (Rupees Eight
 Crores Only) and
 
 b) A Term Loan  III to the tune of Rs. 4,25,00,000/- (Rupees Four
 Crores and Twenty Five Lacs Only).
 
 Your Directors also infused funds in the form of Unsecured Loans, in
 terms of both the sanctions above, due to this reason, the financial
 position the Company was substantially changed and after smooth
 commencement of the expanded unit, the same shall be improved to a
 great extent.
 
 10.  PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE
 COMPANIES:
 
 As per Sections 2(87) and 2(6) of the Companies Act, 2013 and as on
 date, the Company neither has any Subsidiary Company nor any Associate
 Company and hence, do not call for any disclosure under this head.
 
 11.  EXTRACT OF ANNUAL RETURN
 
 The extract of Annual Return in Form MGT  9, as provided under Section
 92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies
 (Management and Administration) Rules, 2014 is annexed hereto as
 ANNEXURE  I with this report and shall form part of the Board''s
 Report.
 
 12.  NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF
 
 During the year under review various meetings of the Board of Directors
 and Committees was held for various purposes which were in compliance
 with the provisions of the Companies Act, 2013, rules made there under
 and Clause 49 of the Listing Agreement entered into between the Company
 and the Bombay Stock Exchange. Further the details of such meetings of
 the Board and Committees thereof are mentioned in the Report on
 Corporate Governance which is annexed as ANNEXURE III with this Report
 and shall form part of the Board''s Report.
 
 13.  DIRECTOR''S RESPONSIBILITY STATEMENT
 
 To the best of Board''s knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statements in terms of Section 134(3)(c) of the Companies
 Act, 2013:
 
 a) that in preparation of Annual Accounts for the period ended 31st
 March, 2015, the applicable accounting standards have been followed
 along with proper explanation relating to material departures, if any;
 
 b) that such accounting policies as mentioned in Note: 2 of the Notes
 to the Financial Statements have been selected and applied consistently
 and judgment 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, 2015 and of the profit and loss of the
 Company for the period ended on that date;
 
 c) that 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) that the Annual Account have been prepared on a going concern basis;
 
 e) that Board has laid down proper internal financial controls and the
 financial controls were adequate and were operating effectively;
 
 f) The Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 14.  THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO HAVE
 APPOINTED OR RESIGNED DURING THE YEAR
 
 During the year under review, there were following changes that took
 place in the Key Managerial Personnel of the Company:
 
 1.  Dr. Damodar Modi, DIN: 00106669, who were holding the position of
 Chairman and Managing Director of the Company, passed away on 17th
 November, 2014. Dr. Modi was one of the founder members of Company, he
 promoted the Company from its inception, his guidance, opinion and
 prompt business decisions were helpful to the Board and the Company as
 well, the Board placed on record its appreciation for the commendable
 contribution by Dr. Damodar Modi during his tenure as a director of the
 company.
 
 2.  Mr. Amit Modi (DIN: 03124351), was originally appointed as
 Additional Director by the Board in its meeting held on 10th December,
 2014. On 30th January, 2015, the Board appointed him as Whole Time
 Director for a period of three years, subject to approval of members in
 ensuing Annual General Meeting.
 
 As per Section 161 of the Act, his office is liable to be vacated on
 the date of Annual General Meeting of the Company. Mr. Amit Modi (DIN:
 03124351), Whole Time Director of the Company, is seeking
 re-appointment as Whole Time Director of the Company in ensuing Annual
 General Meeting.
 
 3.  Mr. Ramdas Goyal (DIN; 00150037), Executive Director of the
 Company, was appointed as Managing Director by the Board, in its
 meeting held on 30th January, 2015, for a period of three years,
 subject to approval of Members in ensuing Annual General Meeting.
 
 Mr. Ramdas Goyal (DIN: 00150037), Managing Director of the Company is
 seeking re- appointment as Managing Director of the Company in ensuing
 Annual General Meeting.
 
 4.  During the year under review, the Board, in its meeting held on
 30th January, 2015, appointed following Directors as Whole Time
 Directors for a period of three years subject to approval of Members in
 the General Meeting;
 
 a) Mr. Ramesh Chandra Goyal (DIN: 00293615)
 
 b) Mr. Yogesh Agrawal (DIN: 00107150)
 
 c) Mr. Prakash Bafna (DIN: 00107070)
 
 The abovementioned Directors are also seeking re-appointment at the
 ensuing Annual General Meeting of the Company.
 
 5.  During the Financial Year 2014-2015, none of the Directors resigned
 from the directorship of the Company, however, Mr. Yogesh Agrawal (DIN:
 00107150), Whole Time Director.  Mr. Satish Mangal (DIN: 00472652),
 Independent Director of the Company, have resigned from the Board after
 31st March, 2015 and Mr. Nikhar Agrawal (DIN: 00982811) as Additional
 Director on the Board of Company w.e.f. 7th August 2015.
 
 6.  During the year under review, in terms of Company''s Articles of
 Association and Section 152 of the Companies Act, 2013, following
 Directors shall retire at the ensuing Annual General Meeting of the
 Company and are offering themselves to be re-appointed:
 
 a) Ms. Pramila Jajodia (DIN: 01586753)
 
 b) Ms. Shashikala Mangal (DIN: 00107187)
 
 7.  The Board, in its meeting held on 10th December, 2014, appointed
 Mr. Siddharth Sharma as Company Secretary and Compliance Officer of the
 Company.
 
 8.  The Board, in its meeting held on 19th March, 2015, appointed Mr.
 Rohit Mangal as Chief Financial Officer of the Company.
 
 At the time of appointment, all the disclosures and declarations
 pursuant to Section 164(2) of the Companies Act, 2013 and Rule 14(1) of
 Companies (Appointment and Qualification of Directors) Rules, 2014,
 none of the Directors of the Company is disqualified from being
 appointed as Director. Further, all intimations pertaining to such
 appointments made during the year has been given to Stock Exchange
 where the shares of the Company are listed and also the relevant
 records are duly updated with the Registrar of Companies, Gwalior M.
 P., wherever required.
 
 15.  APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT
 OF DECLARATIONS BY INDEPENDENT DIRECTOR
 
 The Company, as on 31st March, 2015, has following Independent
 Directors;
 
 a) Mr. Ashish Agrawal, DIN: 00335575
 
 b) Mr. Vinod Kumar Garg, DIN: 00266341
 
 c) Mr. Satish Mangal, DIN: 00472652 (resigned w.e.f. 1st June, 2015)
 
 All the Independent Directors are well appointed on the Board of
 Company in compliance with the Companies Act, 2013 and the Listing
 Agreement entered into by the Company with Stock Exchange. Further, all
 Independent Directors shall hold office for a term up to five
 consecutive years on the Board of a Company, but shall be eligible for
 reappointment for next five years after passing a special resolution by
 the Company and disclosure of such appointment in the Board''s Report.
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet the criteria of
 Independence under sub-section (6) of section 149 of the Act and Clause
 49 of the Listing Agreement entered into by the Company with the Stock
 Exchanges.
 
 16.  FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
 
 The directors will be introduced to all the Board members and the
 senior management personnel such as Chief Financial Officer, Company
 Secretary and Various Department heads individually to know their roles
 in the organization and to understand the information which they may
 seek from them while performing their duties as a Director. And meeting
 may be arranged for Independent Directors with aforesaid officials to
 better understand the business and operation of the Company. As part of
 continuous updating and familiarization with the Company, every
 Independent Director will be taken for visits to the factory or
 manufacturing units and other branch of the company where officials of
 various departments apprise them of the operational and sustainability
 aspects of the plants to enable them to have full understanding on the
 activities of the Company and initiatives taken on safety, quality etc.
 The Company may also circulate news and articles related to the
 industry from time to time and may provide specific regulatory updates.
 
 17.  SEPARATE MEETING OF INDEPENDENT DIRECTORS
 
 In due compliance with the provisions of the Companies Act, 2013 and
 Clause 49 of the Listing Agreement entered into between the Company and
 the Bombay Stock Exchange, a separate meeting of Independent Directors
 was held on 19th March, 2015.
 
 18.  PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS
 
 The Independent Directors in their meeting have reviewed the
 performance of Non- Independent Directors and Board as a whole
 including reviewing the performance of the Chairperson of the company
 taken into account the views of Executive Directors and Non- Executive
 Directors. The said policy including above said criteria for the
 evaluation of the Board, individual directors including independent
 directors and the committee of the board has been laid down under
 Nomination, Remuneration and Evaluation Policy given in the Report on
 Corporate Governance which is annexed as ANNEXURE III with this report
 and shall form part of the Board''s report.
 
 19.  NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS''
 RELATIONSHIP COMMITTEE AND POLICIES THEREOF
 
 a) The Board, in its meeting held on 10th December, 2014, reconstituted
 the Nomination and Remuneration Committee in terms of Section 178 of
 the Companies Act, 2013, rules made there under and Clause 49 of the
 Listing Agreement entered into between the Company and the Bombay Stock
 Exchange.
 
 b) The Stakeholders'' Relationship Committee is duly constituted as per
 the provisions of Companies Act, 2013 and Clause 49 of Listing
 Agreement; the nomenclature of that committee has been changed from
 Shareholders'' Grievance Committee to Stakeholders'' Relationship
 Committee.
 
 The composition and brief terms of reference along with Nomination,
 Remuneration & Evaluation Policy has been disclosed under the Report
 on Corporate Governance which is annexed as ANNEXURE III with this
 report and shall form part of the Board''s report.
 
 20.  AUDITORS
 
 20.1 STATUTORY AUDITORS
 
 M/s Sunil Chandra Goyal and Company, Chartered Accountants, Indore,
 having Institute of Chartered Accountants of India (ICAI) Firm
 Registration Number: 002658C, Statutory Auditors of the Company who
 were re-appointed in last Annual General Meeting on 30th September,
 2014, have submitted to the Company, a letter of unwillingness dated
 16th August, 2015, to continue as Statutory Auditors of the Company.
 
 Further, M/s. A. P. G. and Associates, Chartered Accountants, Indore
 having ICAI Firm Registration Number 119598W and Membership Number
 411569, are proposed to be appointed as Statutory Auditors of the
 Company from conclusion of this Annual General Meeting upto conclusion
 of 34th Annual General Meeting. M/s A. P. G. and Associates have
 confirmed, vide their letter dated 18th August, 2015 that they hold a
 valid certificate issued by Peer Review Board of the ICAI. Proposal for
 their appointment have been included in the Notice calling Annual
 General Meeting for your approval.
 
 20.2 SECRETARIAL AUDITORS
 
 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 Mr. Ramesh Chandra
 Bagdi, Practicing Company Secretary, to undertake the Secretarial Audit
 of the Company for Financial Year 2014-2015. The Secretarial Auditor of
 the Company have submitted their Report for Financial Year 2014-2015
 and the same is annexed with this Board''s Report as ANNEXURE V.
 
 20.3 INTERNAL AUDITORS
 
 Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The
 Companies (Accounts) Rules, 2014, the Board, has appointed M/s Spark
 and Associates, Chartered Accountants, Indore, having ICAI Firm
 Registration Number: 005313C, as Internal Auditors of the Company.
 
 21. STATUTORY AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT
 
 The Statutory Auditors and the Secretarial Auditor of the Company have
 submitted their respective reports; the same have been attached with
 this Annual Report.
 
 The qualifications, reservations and adverse remarks, so given in the
 Statutory Audit and Secretarial Audit Report are explained hereunder:
 
 a) In respect of Fixed Assets, the work of compilation of the Fixed
 Assets Register showing other particulars such as locations,
 depreciation, quantitative details etc. is in progress.
 
 b) The internal control process is not commensurate with the size of
 the Company and the nature of its business with regard to purchase of
 inventory and fixed assets and with regard to sale of goods and
 services. During the year, the Company has appointed M/s.  Spark and
 Associates, Chartered Accountants, as Internal Auditors and they have
 observed that Internal Control procedures followed by the Company needs
 improvement and the accounting software in place for recording the
 transactions is now not able to keep up with the needs of growing
 business. Now the Company has appointed a firm of Chartered Accountants
 as Internal Auditor and also broad based its accounts department in
 order to strengthen the Internal Control system. The management hereby
 assures to strengthen the aforesaid internal control procedures mainly
 regarding purchase of fixed assets and other expenditure verification.
 
 c) The overdue amount of installments payable to Bank for Term Loan
 were Rs. 133.70 Lacs at the end of 31st March, 2015 and the Company has
 regularized the Term Loan Accounts on 10th April, 2015, the management
 hereby assures that its shall regularize all its accounts.
 
 d) Section 148(1) of the Companies Act, 2013 is applicable to the
 Company with respect to Cost records; the Company is in the process to
 comply with the same and maintenance of cost records in due course.
 
 e) There has been a change in the promoters and directors of the
 Company, due to this reason, the Company, in writing, requested the
 Registrar and Share Transfer Agent to update the records under
 shareholding pattern of promoter group. Such change is not due to sale
 or purchase of equity shares by promoter group of the Company; hence,
 there is no violation.
 
 f) The Board has an optimum mix of Executive, Non-Executive and
 Independent Directors, Managing Director and all Whole Time Directors
 were not paid any remuneration during the year under review, therefore,
 as per Clause 49 of the Listing Agreement, the Combination was proper
 and there''s no violation.
 
 22.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
 OF THE COMPANIES ACT, 2013
 
 During the year under review, the Company, has neither given any Loans
 nor provided any Guarantees nor made any Investments under Section 186
 of the Companies Act, 2013.
 
 23.  PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S
 188(1) AND 188(2) OF THE COMPANIES ACT, 2013
 
 The related party transactions are entered into based on considerations
 of various business exigencies, such as synergy in operations, sectoral
 specialization and the Company''s long-term strategy for sectoral
 investments, optimization of market share, profitability, liquidity and
 capital resources of its group companies. All related party
 transactions that were entered introducing the financial year were at
 Arm''s Length basis and were in the ordinary course of business, the
 same were placed before the Audit Committee for the review and noting,
 in their respective meetings. There are no materially significant
 related party transactions made by the company with Promoters, Key
 Managerial Personnel or other designated persons which may have
 potential conflict with interest of the company at large. Further, as
 there are no such transactions are exempted under sub-section (1) of
 section 188 of the Companies Act, 2013, so no AOC-2 is required to be
 given in this report.
 
 24.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information on conservation of energy, technology absorption,
 foreign exchange earnings and outgo as required under Rule 8(3) of the
 Companies (Accounts) Rules, 2014 is appended herewith as ANNEXURE - II
 and forms part of this report.
 
 25.  RISK MANAGEMENT
 
 The policy on Risk Management has been included in Company''s Code of
 Conduct and your Directors have implemented the same in due course and
 a statement for its implementation has been given under Management
 Discussion and Analysis Report.
 
 26.  CORPORATE SOCIAL RESPONSIBILTY
 
 The Company has adopted good practices under its Code of Conduct with
 respect to its responsibility towards society. However, the Company was
 neither required to constitute the Corporate Social Responsibility
 Committee nor was required to contribute any amount on Corporate Social
 Responsibility Initiatives in terms of the Companies Act, 2013 and the
 Listing agreement entered into between the Company and the Bombay Stock
 Exchange.
 
 27.  FORMAL ANNUAL EVALUATION
 
 Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule
 8(4) of Companies (Accounts) Rules, 2014 and Clause 49 IV (b) of
 Listing Agreement, the Board has carried out an evaluation of its own
 performance, the directors individually as well as the evaluation of
 its Committees as per the criteria laid down in the Nomination,
 Remuneration and Evaluation policy. The said policy including above
 said criteria for the evaluation of the Board, individual directors
 including independent directors and the committee of the board has been
 laid down in the Corporate Governance Report, which form part of this
 report.
 
 28.  ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING
 THE GOING CONCERN STATUS AND COMPANY STATUS
 
 During the year under review, it was found that the Income Tax
 Department, TDS CPC, Aaykar Bhawan, Sector-3, Vaishali, Ghaziabad, U.
 P.-201 010, has raised a total demand of Rs. 1,56,990/- (Rupees One Lac
 Fifty Six Thousand Nine Hundred and Ninety Only). However, such demand
 did not affect the going concern status of the Company and the Company
 is operating in an efficient manner. Apart from this, there were no
 orders passed that could affect the going concern status of the
 Company.
 
 29.  ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
 FINANCIAL STATEMENTS
 
 The Company has a proper internal control system, which provides
 adequate safeguards and effective monitoring of the transactions and
 ensures that all assets are safeguarded and protected against loss from
 unauthorized use or disposition. The Company has an internal audit
 system from an outside agency, which ensures that the Company''s control
 mechanism is properly followed and all statutory requirements are duly
 complied with. Moreover, the audit committee of the Company comprising
 of independent directors regularly reviews the audit plans, adequacy of
 internal control as well as compliance of accounting standards. Also
 the Whole Time Directors/CFO has the responsibility for establishing
 and maintaining internal controls for financial reporting and that they
 also have the overall responsibility to evaluate the effectiveness of
 internal control systems of the company pertaining to financial
 reporting and they have to disclose to the auditors and the Audit
 Committee, deficiencies in the design or operation of such internal
 controls, if any, of which they are aware and the steps they have taken
 or propose to take to rectify the deficiencies.
 
 30.  AUDIT COMMITTEE
 
 The Company is in compliance with Section 177(8) of the Companies Act,
 2013 and rules made there under with respect to forming Audit Committee
 of the Company, details of which has been clearly disclosed in
 Corporate Governance Report attached to this Annual Report.
 
 31.  VIGIL MECHANISM
 
 The Company believes in the conduct of its affairs in a fair and
 transparent manner by adopting highest standards of professionalism,
 honesty, integrity and ethical behavior. The Company is committed to
 develop a culture in which every employee feels free to raise concerns
 about any poor or unacceptable practice and misconduct. In order to
 maintain the standards has adopted lays down this Whistle Blower Policy
 to provide a framework to promote responsible and secure whistle
 blowing. The Board of Directors of your Company has adopted the Vigil
 Mechanism and Whistle Blower Policy in compliance of Companies Act,
 2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of
 Company''s Code of Conduct.
 
 32.  COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY
 
 The Company neither has any holding nor is any subsidiary company,
 therefore, disclosure under Section 197 (14) of the Companies Act, 2013
 not applicable.
 
 33.  MANAGERIAL REMUNERATION
 
 During the year under review, none of the Directors of your Company
 were paid any remuneration; therefore, disclosure under Sections 196
 and 197 of the Companies Act, 2013 and rules made there under is not
 applicable.
 
 34.  EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
 
 The company has not issued any shares with differential voting rights
 and accordingly the provisions of Section 43 read with Rule 4(4) of the
 Companies (Share Capital and Debentures) Rules, 2014 of the Companies
 Act, 2013 and rules framed there under are not applicable for the year.
 
 35.  DETAILS OF SWEAT EQUITY SHARES
 
 The company has not issued any sweat equity shares and accordingly the
 provisions of Section 54 read with Rule 8(13) of the Companies (Share
 Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and
 rules framed there under are not applicable for the year.
 
 36.  DETAILS OF EMPLOYEES STOCK OPTION SCHEME
 
 The company has not granted stock options and accordingly the
 provisions of Section 62(1)(b) read with Rule 12(9) of the Companies
 (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013
 and rules framed there under are not applicable for the year.
 
 37.  DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED
 
 The company has not made any provision of money for the purchase of, or
 subscription for, shares in the company or its holding company, if the
 purchase of, or the subscription for, the shares by trustees is for the
 shares to be held by or for the benefit of the employees of the company
 and accordingly the provisions of Chapter IV (Share Capital and
 Debentures) of the Companies Act, 2013 and rules framed there under are
 not applicable for the year.
 
 38.  EMPLOYEES
 
 Employee''s relation continued to be cordial throughout the year. Your
 Directors wish to place on record their sincere appreciation for the
 excellent spirit with which the entire team of the Company worked at
 factory and office premises and achieved commendable progress.
 
 During the year under review, none of the employee has received
 remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or
 at a rate which, in the aggregate, is in excess of that drawn by the
 managing director or whole-time director or manager and holds by
 himself or along with his spouse and dependent children, not less than
 two percent of the equity shares of the company pursuant to Section 197
 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
 hence, do not call for any further details referred to in Rule 5(3) of
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014.
 
 39.  CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Report on Corporate Governance and Management Discussion and Analysis
 Report, in terms of Clause 49 of the Listing Agreement are annexed as
 ANNEXURE - III and ANNEXURE - IV respectively, with this report and
 shall form part of the Board''s report.
 
 A certificate from a Practicing Company Secretary confirming compliance
 with the conditions of Corporate Governance is also annexed with this
 report.
 
 40.  PAYMENT OF LISTING FEE AND DEPOSITORY FEE
 
 Annual Listing Fee for the year 2015  2016 has been paid to Bombay
 Stock Exchange. The annual custodial fee for the year 2015  2016 shall
 be paid to National Depository and Securities Limited and Central
 Depository Services Limited, on receipt of the invoices.
 
 41.  DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 The Board of Directors of the Company has approved and adopted the
 Policy on Prevention of Sexual Harassment at Workplace to provide
 equal employment opportunity and is committed to provide a work
 environment that ensures every woman employee is treated with dignity
 and respect and afforded equitable treatment. The Company has formed an
 Internal Complaints Committee where employees can register their
 complaints against sexual harassment. This is supported by the Sexual
 Harassment Policy which ensures a free and fair enquiry process with
 clear timelines. Present composition of the committee is as follows:
 
 42.  DEMATERIALISATION
 
 The company''s shares are presently held in both electronic and physical
 modes.
 
 43.  TRANSFER TO INVESTOR''S EDUCATION AND PROTECTION FUND
 
 During the year under review, the Company was not required to transfer
 any amount in the Investor''s Education and Protection Fund.
 
 44.  CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
 AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING)
 REGULATIONS, 2015
 
 Pursuant to Regulation 8 of Securities and Exchange Board of India
 (Prohibition of Insider Trading) Regulations, 2015, the Board of
 Directors has formulated and adopted the Code of Practices and
 Procedures for Fair Disclosure of Unpublished Price Sensitive
 Information (Code of Fair Disclosure) of the Company. The Board has
 also formulated and adopted Code of Conduct for Prohibition of Insider
 Trading (Code of Conduct) of the Company as prescribed under
 Regulation 9 of the said Regulations.
 
 45.  POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
 
 The Board reconstituted the Nomination and Remuneration Committee in
 terms of Section 178 of the Companies Act, 2013, rules made there under
 Clause 49 of the Listing Agreement entered into between the Company and
 the Bombay Stock Exchange; the Company has adopted a comprehensive
 policy on Nomination and Remuneration of Directors on the Board. As per
 such policy, candidates proposed to be appointed as Directors on the
 Board shall be first reviewed by the Nomination and Remuneration
 Committee in its duly convened Meeting. The Nomination and Remuneration
 Committee shall formulate the criteria for determining the
 qualifications, positive attributes and independence of a Director and
 recommend to the Board a policy, relating to the Remuneration for the
 Directors, Key Managerial Personnel and other employees.
 
 The Nomination and Remuneration Committee shall ensure that
 
 a) The level and composition of remuneration is reasonable and
 sufficient to attract, retain and motivate directors of the quality
 required to run the company successfully;
 
 b) Relationship of remuneration to performance is clear and meets
 appropriate performance benchmarks; and
 
 c) Remuneration to directors, KMPs and senior management involves a
 balance between fixed and incentive pay reflecting short and long-term
 performance objectives appropriate to the working of the company and
 its goals.
 
 During the year under review, none of the Directors of the company
 receive any remuneration.  The composition of Nomination and
 Remuneration Committee has been disclosed in the Report on Corporate
 Governance.
 
 46.  SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
 
 During the year under review, the Company neither had any Subsidiaries
 nor Joint Ventures nor Associate Companies.
 
 47.  CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND
 DUTIES OF INDEPENDENT DIRETORS
 
 The Board has laid down a Code of Conduct for all Board Members and
 Senior Management of the Company. The Code of Conduct has been posted
 on Company''s website. Board Members and Senior Management Personnel
 have affirmed the compliance with the Code for Financial Year
 2014-2015. A separate declaration to this effect has been made out in
 the Corporate Governance Report. The Company has also adopted a Code of
 Practices and Procedures for Fair Disclosure of Unpublished Price
 Sensitive Information and Code of Conduct as required under Regulation
 (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider
 Trading) Regulations, 2015.
 
 48.  DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE
 COMPANIES ACT, 2013
 
 During the year under review, your Directors do not observe any
 contract, arrangement and transaction which could result in a fraud;
 your Directors hereby take responsibility to ensure you that the
 Company has not been encountered with any fraud or fraudulent activity
 during the Financial Year 2014-2015.
 
 49.  ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation for and
 gratitude to the State Bank of India for their valuable support and
 co-operation.
 
 Your directors also wish to place on record their appreciation of the
 wholehearted and continued support extended by the shareholders,
 investors, employees and workers of the company which had always been a
 source of strength for the Company.
 
                           For and on behalf of the Board of Directors
 
                                                          RAMDAS GOYAL 
 
                                                         DIN: 00150037 
 
                                                             (Chairman)
 
 Place: INDORE 
 
 Date: 25th August, 2015
Source : Dion Global Solutions Limited
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