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Tirupati Tyres Directors Report, Tirupati Tyres Reports by Directors
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Tirupati Tyres

BSE: 539040|ISIN: INE812Q01016|SECTOR: Tyres
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Download Annual Report PDF Format 2017 | 2016 | 2015
Directors Report Year End : Mar '15    Mar 14
To,
 
 The Members,
 
 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.
 
 FINANCIAL RESULTS
 
 Your Company financial performance during the year 2014-15 is
 summarized below:
 
                                                        (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
 
 OPERATIONS
 
 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
 previous year.
 
 DIVIDEND
 
 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.
 
 RESERVES
 
 The company''s profit of Rs. 3.73 lacs for the current year has been
 carried to the reserves.
 
 PUBLIC DEPOSITS
 
 During the year, the Company has not accepted any deposit.
 
 AUDITORS
 
 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.
 
 AUDITORS 
 
 Statutory Auditors
 
 The Auditors'' Report on the financial statement for the current year is
 self-explanatory, therefore does not require any further explanation.
 
 Secretarial Auditor
 
 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
 Annual Report.
 
 DIRECTORS
 
 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.
 
 VIGIL MEGHANISM
 
 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.
 
 RISK MANAGEMENT
 
 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
 that:
 
 (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
 effectively;
 
 (f) Proper systems are devised to ensure compliance with the provisions
 of all applicable laws and that such systems are adequate and operating
 effectively.
 
 CORPORATE GOVERNANCE
 
 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
 this report.
 
 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.
 
 BOARD EVALUATION
 
 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.
 
 ACKNOWLEDGEMENTS
 
 Your Directors takes opportunity to show gratitude towards the
 assistance and co-operation received from Shareholders, Bankers and
 Regulatory Bodies.
 
                         For and on Behalf of the Board of Directors of
 
                                                 Tirupati Tyres Limited
 
 Date: September 01, 2015              Director                Director
Source : Dion Global Solutions Limited
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