As on: Nov 01, 2024 05:34 AM
TO.
Members,
Tirupati Forge Limited
Your Directors take pleasure in presenting the 11th (eleventh) Annual Report, together with the Audited Financial Statements, for the financial year ended March 31,2023.
1. FINANCIAL PERFORMANCE:
The Audited Standalone Financial Statements of your Company as on 31st March, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
The standalone financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS).
2. OPERATIONAL RESULTS AND STATE OF COMPANY'S AFFAIRS:
The Highlights of Company's performance for the year ended on March 31,2023: [In Lakhs]
During the financial year under review, the Company's revenue from operations increased by 5.08% to Rs. 9,383.87/- as compared to Rs. 8,930.32/- in the previous financial year.
• Total Expenses has increased from Rs. 8,095.11/- of previous financial year to Rs. 8,121.16/- of the reporting financial year.
• Profit before exceptional & extra-ordinary items and tax increased from Rs. 835.21/-of previous F.Y. 2021-22 to Rs. 1,262.71/-of the reporting financial year.
• Tirupati recorded Net Profit of Rs. 942.86/- for the year, registering notable growth against profit Rs. 622.31/- of previous F.Y. 2021-22.
• Earnings per Share (EPS) for the F.Y. 2022-23 is Rs. 0.96/- as compared to Rs. 0.64/- of F.Y. 2021 -22.
3. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the financial year ended 31st March 2023.
4. DIVIDEND:
For the year under review, for furtherance of business and to meet day-to-day operational activities, your Board of Directors has decided to plough back of profit and does not recommend any dividend for the F.Y. 2022-23.
5. DIVIDEND DISTRIBUTION POLICY:
As per the provisions of Regulation 43A of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the Company is not required to formulate and disclose its Dividend Distribution Policy. However, for better governance practices, the Board of Directors (the "Board") of Tirupati Forge Limited (the "Company") had approved the Company's Dividend Distribution Policy. Policy on Dividend Distribution has been placed on the Company's website at https://www.tii\jpatiforge.com/file/Dividend%20Distribution%20Policy.pdf.
6. INVESTOR EDUCATION AND PROTECTION FUND flEPFT:
During the year under review, there were no instances incurred pursuant to which Company would required to transfer any amount to Investor Education and Protection Fund. Hence no reporting under this is required.
7. TRANSFER TO RESERVE:
During the year under review, there was no amount transferred to any of the reserves by the Company. You may refer notes to the financial statements of the company.
8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:
The Company does not have Subsidiary, Joint Venture and Associate Company as on 31st march, 2023.
9. LISTING:
• Your Company is listed at National Stock Exchange of India Limited:
• Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited), where its securities listed.
10.MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND UNTIL THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between March 31,2023, and the date of this Report.
11. SHARE CAPITAL:
During the financial year 2022-23, there was no change in the authorised, issued, subscribed and paid- up share capital of the Company. The Company does not have any scheme for the issue of shares, including sweat equity to the Employees or Directors of the Company.
Authorised, subscribed, paid-up share capital of the company as on 31st march, 2023 are as per the following:
• Authorised Share Capital:
Authorised Share Capital of the company is 20,00,00,000 [Rupees Twenty Crore Only] divided into 10,00,00,000 (Ten Crore only) Equity Shares of Rs. 2/- (Rupees Two Only) each .
• Issued. Subscribed. Paid up Share Capital:
The issued, subscribed and fully paid-up Equity Share Capital of the Company Rs. 19,60,00,000 (Nineteen Crore sixty Lacs only) divided into 9,80,00,000 (Nine Crore Eighty Lacs Only) equity shares of the face value of Rs. 2/- (Rupees Two Only) each.
12. CREDIT RATING:
For Financial year 2022-23, Credit rating is not applicable to the company.
13. Listing of Securities with Stock Exchange:
• Issue and Listed of Securities:
There has been no such instances occurred in the year 2022-23 for requirement of listing of Securities with Stock exchange. Therefore, listed capital of the company is same at the end of 31st march, 2023.
14. MANAGEMENT:
• DIRECTORS
The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors draws fine balance of business acumen and independent judgment on Board's decisions. The Board comprised of 6 (Six) Directors as at 31st March 2023, details of which are tabled below:
• In accordance with the provisions of Companies Act, 2013, Shri. HITESHKUMAR GORDHANBHAI THUMMAR, Chairman & Managing Director [DIN: 02112952] shall liable to retire by rotation at the ensuing llthAnnual General Meeting of the Company and being eligible, offer himself for reappointment. The Board hereby recommends his re-appointment for approval of shareholders in the ensuing Annual general Meeting. Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, the detailed information of fhe director being appointed is provided as an Annexure of fhe Notice of Annual General Meeting.
•> The Company has received declarations from all the directors and with reference to that, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.
• In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed fhat they meet the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations and that they are independent of the management. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors is liable to retire by rotation. They have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
• In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have included their names in the data bank with the Indian institute of corporate Affairs.
• In the opinion of Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.
• The Company has a Code of Conduct for the Directors and Senior Management Personnel. This Code is a comprehensive code applicable to all Directors and members of the Senior Management. A copy of the Code has been put on the Company's website www.Tirupatiforae.com
• The Code has been circulated to all the Members of the Board and Senior Management Personnel and they have affirmed compliance of the same.
•Mr. Ramesh M. Patel (DIN: 02738359) resigned as Independent Directors w.e.f. 28th April, 2022. The Board placed on its record the deep appreciation for valuable services and guidance provided by them during the tenure of their Directorship.
• The shareholders of the Company at their 10th AGM held on 30th September, 2022, based on the recommendations of the Board of Directors, Nomination and Remuneration Committee and considering the expertise of Mr. Hiteshkumar G. Thummar (DIN: 02112952) in the Company's business and his exceptional leadership and performance, had approved his re-appointment as the Chairman & Managing Director of the Company for a second term of 5 years commencing from 31st July, 2022 till 30th July, 2027 [both days inclusive] by passed as special resolution and remuneration payable thereof.
• The shareholders of the Company at their 10th AGM held on 30th September, 2022, based on the recommendations of the Board of Directors, Nomination and Remuneration Committee and considering the profile of Smt. Jagruti Nitinkumar Erda - (DIN: 09680025), had approved her appointment as the Independent Director of the Company for a first term of 5 years commencing from 26th July, 2022 till 25th July, 2027 [both days inclusive] by passed as special resolution.
The requisite declarations and eligibility confirmations under the provisions of the Act and Securities and Exchange Board of India ("SEBI") Regulations were received from Shri. Hiteshkumar G. Thummar (DIN: 02112952) and Smt. Jagruti Nitinkumar Erda - (DIN: 09680025) on account of their appointment/re-appointment.
• KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have designated as the Key Managerial Personnel of the company:
15. MEETINGS OF THE BOARD:
The Meetings of the Board are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. During the year under review, the Board of Directors met 7 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For details, please refer to the report on corporate governance, which forms part of this Annual Report in the form of Annexure-ll.
• COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder:
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders' Relationship Committee
• Complaints Committee for Sexual Harassment Complaints Redressal
Details of composition, terms of reference and number of meetings held for respective committees given in the Report on Corporate Governance, which forms a part of this Annual Report as Annexure-
ll. During the year under review, the Board has accepted all recommendations made by the various committees.
• MEETING OF INDEPENDENT DIRECTORS:
In terms of requirements of Schedule IV of the Companies Act, 2013, The Independent Directors of your Company meet before the Board Meetings without the presence of the Executive Chairman or the Managing Director or other Non-Independent Director or Chief Financial Officer or any other Management Personnel. The Independent Directors of the Company met separately on to inter alia review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board. All the Independent directors were attended the meeting.
• FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Company's values and commitments. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in
which it operates. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.
Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors including review of Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of the Listing Regulations.
The details required are available on the website of your Company at https://www.tirupatiforge.com/file/lndependent%20Director%20Familiarisation%20programme.pdf
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company has framed a Nomination and Remuneration Policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
The Nomination and Remuneration Policy Policy has been placed on the website of the Company at http://www.tirupatiforge.com/file/Nomination%20and%20Remuneration%20Committee_tirupati.pdf.
We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.
The salient features of the Policy are described as per below:
a) Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:
1. The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.
3. In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company to enable the Board to discharge its function and duties effectively.
b) Policy on remuneration of Directors, KMP and Senior Management Personnel:
The Company's remuneration policy is driven by the success and performance of Directors, KMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed pay of fixed, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration paid by the Company are within the salary scale approved by the Board and Shareholders.
The details of remuneration paid during the financial year 2022-23 to the Directors of the Company is provided in notes forming part of Financial Statements and given in the Annexure-ll- Report on corporate Governance, which also part of the Annual report.
17. CODE FOR PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct to regulate, monitor and report trading by designatec persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been available on the Company's website at httDs://www.tirypatiforae.com/file/lnsider%2QTradina%20Policv Tirupati.pdf.
18. POLICY ON BOARD DIVERSITY:
The Nomination and Remuneration committee has framed a policy for Board Diversity, which lays down the criteria for appointment of Directors on the Board of your Company and guides organization's approach to Board Diversity.
Your Company believes that. Board diversity basis the gender, race, age will help build diversity oi thought and will set the tone at the top. It is, therefore, imperative that the Board consists of individuals who together offer an optimal mix of skills, experiences and backgrounds. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Company's website at https://www.tirupatiforae.com/file/Board-Diversitv-%20Policv.Ddf.
19. POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:
This policy requires the Company to make disclosure of events or information, which are material to the Company as per the requirements of Regulation 30 of the Listing Regulations. Policy has been placec on the Company's website at https://www.tirupatiforae.com/file/Materialitv%20Event Tirupati.pdf
20. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:
The policy is used to identify material subsidiaries of the Company and to provide a governance framework for such material subsidiaries. Policy on determining Material Subsidiaries has been placec on the Company's website at https://www.tirupatiforae.com/file/material-subsidiaries.pdf
21. CODE OF CONDUCT:
The Board of your Company has laid down two separate Codes of Conduct, one for all the Board Members and the other for Employees of the Company. This Code is the central policy document outlining the requirements that the employees working for and with the Company must comply with, regardless of their location. Policy on code of conduct has been placed on the Company's website al https://www.tirupatiforge.com/file/Code%20of%20Conduct%20for%20Diretors%20and%20Senior%20 Management_Tirupati.pd1
22. ARCHIVAL POLICY:
As per the policy, the events or information which has been disclosed by the Company to the Stock Exchanges pursuant to Regulation 30 of the Listing Regulations shall be hosted on the website of the Company for a period of 5 years from the date of hosting.
a. ANNUAL EVALUATION OF DIRECTORS. BOARD AND COMMITTEE PERFORMANCE
In line with Corporate Governance of the company, the Board generally performs the major roles such as give directions in the form of strategic decisions, provide control and support through advice to the management of the company. It becomes imperative to evaluate the performance of the board as they are perform their duties on behalf of stakeholders and protection of their interest is supremacy of any organization.
Further, the Board always emphasis the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:
i. Board of Directors as a whole.
ii. Committees of the Board of Directors.
iii. Individual Directors including the Chairman of the Board of Directors.
Board Evaluation helps to identify areas for potential adjustment and provides an opportunity to remind directors of the importance of group dynamics and effective board and committee processes in fulfilling board and committee responsibilities.
The Main object of performance evaluation defined as per the below:
1. Improving the performance of Board towards corporate goals and objectives.
2. Assessing the balance of skills, knowledge and experience on the Board.
3. Identifying the areas of concern and areas to be focused for improvement.
4. Identifying and creating awareness about the role of Directors individually and collectively as Board.
5. Building Teamwork among Board members.
6. Effective Coordination between Board and Management.
7. Overall growth of the organization.
Performance evaluation of the Board based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.
Performance evaluation of Committees based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.
The meeting of Independent Directors held separately to evaluate the performance of nonindependent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of Executive Directors and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its Committee sand Individual Directors was also discussed. The entire board, excluding the independent director being evaluated, did performance evaluation of Independent Directors.
23. REMUNERATION OF DIRECTORS AND EMPLOYEES:
Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2023 and forming part of the Directors' Report for the said financial year is provided in "Annexure-lll".
24. PARTICULARS OF EMPLOYEES:
The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed and there were no material departures;
b. They have selected such accounting policies and applied them consistently and 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 31st March, 2023 and of the profit of the Company for that period;
c. They have had taken proper and sufficient care 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. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Company maintains a system of internal controls designed to provide reasonable assurance regarding:
• Effectiveness and efficiency of operations.
• Adequacy of safeguards for assets.
• Reliability of financial controls.
• Compliance with applicable laws and regulations.
The Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. In addition, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Further, the Internal Financial Control framework is under constant supervision of Audit Committee, Board of Directors and Independent Statutory Auditors. During the year, no reportable material
weakness in the design or operations was observed. The stakeholder may refer to the Audit report for comment on internal control system and their adequacy.
27. Frauds reported by the Auditor:
During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director's Report.
28. PUBLIC DEPOSITS
During the year under review, the Company has not accepted deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The stakeholders may refer notes to the financial statements and audit report part of this report.
29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED:
The Company have not given any loans, made investments, given guarantees, or provided securities, directly or indirectly, to any person or body corporate during the year under review pursuant to the provisions of Section 186 of Companies Act, 2013. Further, it has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate and thus disclosures under Section 186 not required. The stakeholders may refer notes to the financial statements in this regard.
The Company has not advanced any loan to any of its Directors or any other person in whom the Director is interested or given any guarantee or provided any security in connection with any loan taken by him/her in terms of Section 185 of the Companies Act, 2013.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
• Your board of directors informs that the Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's length as part of its philosophy of adhering to highest ethical standards, transparency and accountability.
• There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.
• The Particulars of contracts, arrangements with related parties entered in ordinary course of business and on arm's length basis referred to in Section 188 (1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure-IV to this Board Report.
• In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. A policy on related party transactions has been placed On the Company's website at http://vwvw.timpatiforae.com/file/ Related%20Partv%20Transaction Tirupati.Ddf. Member may refer to note no. 32 and 33 to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24.
• Pursuant to Regulation 23(9) of SEBI Listing Obligation and Disclosure Requirements] Rules, 2015, your Company has filed the reports on related party transactions with the Stock Exchange [National Stock Exchanae of India Limitedl.
31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013:
Your Company is committed to promote a safe and professional work environment that fosters teamwork, diversity and trust across. Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Company has constituted its Internal Complaints Committees, set up to redress complaints received in regards to sexual harassment at workplace.
During the year under review, no complaints with allegations of sexual harassment were received as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated below:
(A) Conservation of energy-
Your Company is committed to sustainable business practices by contributing to environment protection and considers energy conservation as one of the strong pillars of preserving natural resources. This also helps in reducing carbon footprint across all its operations and improve the bottomline under our ‘Mission Sustainability'.
(i) The steps taken or impact on conservation of energy:-
The Company applies strict control system to monitor day-to-day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.
(ii) The steps taken by the company for utilizing alternate sources of energy;
The Company has not taken any step for utilizing alternate source of energy.
(iii) The capital investment on energy conservation equipment;
During the year under review, the Company has not made any capital investment on energy conservation equipment.
(B) Technology absorption-
Your Company is committed towards technology driven innovation and inculcating an innovation driven culture within the organization. Your Company continued to work on advanced technologies, upgrade of existing technology and capability development in the critical areas for current and future growth.
(i) The efforts made towards technology absorption;
The Company has not made any special effort towards technology absorption. However, company has always prepared for update its factory for new technology.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: Not applicable
(iv) The details of technology imported: Not applicable
(v) The year of import: Not applicable
(vi) Whether the technology been fully absorbed: Not applicable
(vii) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable
(viii) The expenditure incurred on Research and Development- Not applicable (C) Foreign exchange earnings and Outgo-
33. RISK MANAGEMENT:
The Company is exposed to various potential risks like Economical Risk, Compliance Risk, Operational Risk, Environmental Risk and Financial Risk. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. If any weaknesses are identified in the process of review, the same are addressed to strengthen the internal controls, which are also revised at frequent intervals.
The elements of risk as identified by the Company with the impact and mitigation strategy are set out in the Management Discussion and Analysis Report.
The Risk Management Policy has been placed on the website of the Company at https://www.tirupatiforae.conri/file/Risk%20Manaaement%20Policv Tirupati.pdf
34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
As per the provisions of Section 177 (9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism through which employees and business associates may report unethical behaviour, wrong doing, malpractices, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.
The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.
The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. During the FY 2022-23, no complaint was received under Whistle Blower Policy.
The policy on vigil mechanism of the company is also available on the website of the company https://www.tirupatiforge.com/file/Vigil%20Mechanism_Whistle%20Blower_Tirupati.pdf.
35. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:
There were no significant and material Orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and Company's operations in future.
3A. ANNUAL RETURN:
Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2022-23 is uploaded on the website of the Company at www.tirupatiforae.com.
37. AUDITORS:
A. STATUTORY AUDITORS:
• M/s Kamlesh Rathod & Associates, Chartered Accountants (Firm Registration No. 117930W) were appointed as statutory auditor of the company for fhe first term to hold office for a period of 5 years starting from conclusion of 10th Annual General Meeting until the conclusion of the 15th Annual General Meeting of the company to be held in the year of 2027.
• The Statutory Auditors M/s Kamlesh Rathod & Associates, Chartered Accountants, [ICAI Firm Registration No. 124872W] have issued their reports on Financial Statements for the year ended March 31, 2023. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
• As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
• Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and eligible to act as the Auditor of the Company and not taken up any prohibited non-audit assignments for the Company.
B. INTERNAL AUDITOR:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by M/s. M. B. SARDHARA & ASSOCIATES (FRN: 127974W & Membership No: 120837), the Internal Auditors of the Company. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.
The Board of Directors of the Company has re-appointed M/s. M. B. SARDHARA & ASSOCIATES (FRN: 127974W & Membership No: 120837) to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2023-24.
C. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, the Board of Directors appointed Mr. CS Piyush Jethva [ICSI Membership No.: F6377] [Proprietor],
Company Secretary in Practice to conduct the Secretarial Audit of the Company for year ended March 31,2023. The Report of the Secretarial Auditor in the prescribed Form MR-3 annexed herewith as Annexure-V. The said Secretarial Audit Report contain remarks that the company has not filed Form of the charge creation regarding credit facility to purchase the vehicle. The Management clarifies that due to inadvertence by the finance department, the charge form was not filed. As per the provision of the Companies Act, 2013, The Form has not allowed to file on MCA portal after 120 days. It is procedural lapse only.
Pursuant to the circular issued by the SEBI dated 8th February, 2019, Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for the year ended 31st March, 2023, and the same was submitted to the stock exchanges in time.
Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on 12th May, 2023, has re-appointed Mr. CS Piyush Jethva [ICSI Membership No.: F6377] [Proprietor],
Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24.
E. COST AUDITOR
As per of Section 148 of Companies Act, 2013 and rules made there under, Cost Audit is not applicable to the Company for F.Y. 2022-23. However, the Company has maintained the cost records in accordance with the rules made under the Act.
38. SECRETARIAL STANDARDS:
The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by fhe Central Government under Section 118(10) of the Companies Act, 2013.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations is presented in a separate section as Annexure-VI forming part of the Annual Report.
40. CORPORATE GOVERNANCE:
At Tirupati Forge, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from CS Piyush Jethva - a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report. The Report on the Corporate Governance is annexed herewith as Annexure -II.
41. Corporate Social Responsibility:
In accordance with the provisions of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility ("CSR") Committee. Details of composition and meetings of the committee along with terms of reference is part of corporafe governance report as Annexure-ll.
The Company has spent 2% of the average net profits of the Company during the three immediately preceding Financial Years on CSR. The CSR obligation for fhe financial year 2022-23 was Rs. 6,15,000/- and the Company had spent Rs. 6,15,000/- for carrying out the CSR projects. The annual report on CSR activities undertaken during the financial year 2022-23 is in accordance with the provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VII to this Report. During the year, the Company had successfully completed its CSR obligation.
Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been used for the purpose and in the manner approved by the Board of the Company.
The CSR policy is available on the website of the Company at https://www.tirupatiforae.com/file/Corporate%20Social%20Responsibilitv%20Policv Tirupati%20Forae%2 OLimted.pdf
42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT fBRSRI:
Pursuant to Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, The Business Responsibility and Sustainability Report ("BRSR") for the year ended 31st March, 2023 is not applicable to the company.
43. GENERAL DISCLOSURE:
The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:
1. There was no revision made in Financial Statements or the Board's Report of the Company;
2. The Company has not come up with any Right issue. Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of Debentures, issue of Bonds etc.
3. Issue of equity shares with differential rights as to dividend, voting or otherwise;
4. Issue of sweat equity shares to employees of the Company under any scheme;
5. Made any change in voting rights;
6. Raising of funds through Preferential Allotment, Rights Issue or Qualified Institutional Placement;
7. Suspension of trading of equity shares of the Company;
8. No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was made against the Company during the financial year under review nor are there any pending proceedings for the same.
44. APPRECIATION AND ACKNOWLEDGEMENTS:
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by executives, officers and staff for their contribution and for making the Company what it is.
The Directors likes to take this opportunity to thanks Shareholders, customers, vendors, dealers, suppliers. Bankers, government authorities for the support, encouragement and their confidence in the management during the year.