The Directors have pleasure in presenting the Annual Report together
with the Audited statement of Accounts of the Company for the year
ended 31st March, 2015.
OPERATION DURING THE YEAR
The company''s operational activity was satisfactory.
Your Company financial performance during the year 2014-15 is
(Rs. In Lacs)
Particulars 2014-2015 2013-2014
Turnover 67,55,231 42,19,300
Expenses 62,15,098 40,63,047
Profit Before Tax 5,40,133 1,56,253
Provision for Taxation 1,66,901 51,563
Profit After Tax 3,73,232 1,04,690
The Company''s net profit for the Financial Year ended March 31, 2015
stood at Rs. 3.73 lacs as against a net profit of Rs.1.04 lacs in the
Considering the insufficiency of profit, the Board of directors
expresses their inability to recommend any dividend on equity shares
for the year ended March 31, 2015.
The company''s profit of Rs. 3.73 lacs for the current year has been
carried to the reserves.
During the year, the Company has not accepted any deposit.
M/s Vishvesh A. Shah & Co., Chartered Accountants, the Statutory
Auditors of the Company resigned on May 20, 2015 due to their
pre-occupations. The Board appointed M/s S K Kumar & Company, Chartered
Accountants as Statutory Auditors to audit the books of accounts for
the FY 2014-2015. The Company has received confirmation that their
appointment, if made, would be within the prescribed limit specified
under relevant sections of the Companies Act and that they are not
disqualified for such appointment. Further, the members have confirmed
the appointment of M/s S K Kumar & Co. vide Postal Ballot. Your
Directors recommend appointment of M/s. S K Kumar & Company as the
Statutory Auditors of the Company for the current financial year and
fixation of their remuneration.
The Auditors'' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation.
M/s Ramesh Chandra Bagdi & Associates were appointed as Secretarial
Auditor to conduct the Secretarial Audit of the Company for the
Financial Year 2014-2015 pursuant to section 204 of the Companies Act,
2013 and rules made thereunder.
The Secretarial Audit Report for the FY 2014-2015, forms part of the
In accordance with the Companies Act, Naveen Pujari is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible
offers himself for appointment.
Mr. Arslan Khan who has been appointed as Director and CFO, his term
expires at the ensuing Annual General Meeting. Members are requested to
confirm his appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed.
The Company has established a Vigil Mechanism that enables the
Directors and Employees to report genuine concerns. The Vigil Mechanism
provides for (a) adequate safeguards against victimization of persons
who use the Vigil Mechanism; and (b) direct access to the Chairperson
of the Audit Committee of the Board of Directors of the Company in
appropriate or exceptional cases.
PARTICULARS OF EMPLOYEES
The Company does not have any employee/Director who is in receipt of
remuneration aggregating to the sum prescribed in Section 197 of the
Companies Act, 2013 (the Act) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
CORPORATE SOCIAL RESPONSIBILITY
CSR Provisions does not apply to the company.
RELATED PARTY TRANSACTIONS
No transactions were carried out between any of the related parties in
the year under review.
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides for
creating a Risk Register, identifying internal and external risks and
implementing risk mitigation steps.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall
industry perspective as well as issues being faced by the industry.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 the Directors state
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit and loss of the
Company for the year ended March 31, 2015;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating
(f) Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
SEBI has vide its circular has amended the provisions of Listing
Agreement pertaining to applicability of Clause 49. Vide the said
circular, compliance with the provisions of Clause 49 of the Listing
Agreement is not mandatory.
The Company and has adopted most of the provisions of Clause 49 of the
Listing agreement. The said report on Corporate Governance of the
Company regarding the compliance of conditions of Corporate Governance
and also the Management Discussion and Analysis Report are annexed to
DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Independent Directors of the Company have
given the declaration to the Company that they qualify the criteria of
independence as required under the Act.
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholder committee, including the Chairman of the Board who were
evaluated on parameters such as level of engagement and contribution
and independence of judgment thereby safeguarding the interest of the
Company. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the
Chairman and the Non Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with
the evaluation process.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith.
Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Shareholders, Bankers and
For and on Behalf of the Board of Directors of
Tirupati Tyres Limited
Date: September 01, 2015 Director Director