BOARD REPORT TO THE MEMBERS, TIRUPATI FOAM LTD Your Directors have pleasure in submitting their Twenty-eight Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015 REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS The Company was able to achieve Sales including other income of Rs.8667.50 Lacs as compared to Rs.9284.38 Lacs for the Previous Year. The Profit before Tax and Depreciation was Rs.488.60 Lacs for period under review as compared to Rs. 397.32 Lacs for the Previous Year. The Net Profit after making the provision for Depreciation and Taxation stood at Rs.131.76 Lacs as against Rs. 125.60 Lacs for the previous year. Your Directors are pleased to report that in spite of decrease in total income and fierce competition the company was able to perform well and there is increase in net profit by Rs.6.16 Lacs as compare to previous year due to well accepted quality products and well established marketing network of dealers throughout the India. During the year company has incurred total Capital Expenditure of Rs.1,46,12,985/-. CORPORATE SOCIAL RESPONSIBILITY The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable. DIVIDEND The Directors recommend 15 % Dividend on Equity Shares for the Year ending 31 st March 2015, if approved by the Shareholders at the Annual General Meeting to be held on 30th September, 2015. The dividend will absorb Rs. 66.10 Lacs. The dividend distribution tax to be borne by the Company would amount to Rs. 13.45 Lacs . TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND The Company has transferred unpaid dividend till 2005-06 towards Investor Education and Protection Fund (IEPF) as per the provisions of Section 125 of the Companies Act, 2013. CAPITAL EXPENDITURE Capital Expenditure incurred during the year aggregated to Rs. 1,46,12,985/-. FIXED DEPOSIT The company has not invited, accepted or renewed any fixed deposit from the public during the year. No amount on account of principal or interest on fixed deposit was outstanding as on the date ofBalance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1)(c)(xiii) of the Companies (Acceptance of Deposits) Rules, 2014. MANAGEMENT DISCUSSION AND ANALYSIS In terms of Clause 49 of the Listing Agreements with Stock Exchange, Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report. CORPORATE GOVERNANCE Your company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. A separate report of Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the company. The Auditors of the company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the company and their Certificate is annexed to the Report on Corporate Governance. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:— a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had 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 at the end of the financial year and of the profit and loss of the company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; and e. 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. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 1 A ' to this Report. DIRECTORS The Directors are not liable to retire by rotation. Mrs.Minaben R Sanghavi (DIN: 07165856) was appointed as director of our Company as Women Director pursuant to the provisions of section 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement. As required under Clause 49 of the Listing Agreements with the Stock Exchange, the details of the Directors, seeking re-appointment at ensuring Annual General Meeting are provided in the corporate Governance Report, forming part of this Report. A brief resume of the all the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, are provided in the Notes to the Notice of the Annual General Meeting. PERFORMANCE EVALUATION OF THE BOARD Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a policy containing criteria for evaluating the performance of the Independent, Non- executive and Executive Directors, Board and Committees. REMUNERATION AND NOMINATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The Details of this policy is explained in the Corporate Governance Report. AUDITORS AND AUDITOR'S REPORT: Your Company's Auditors, M/s Mayank Shah&Associates, Chartered Accountants, Ahmedabad will retire at the conclusion of the forthcoming Annual General Meeting and they have consented to be re-appointed for the financial year 2015-16. The Company has received a letter from M/s Mayank Shah&Associates,stating that their appointment as auditors, if made, would be within the limits specified under Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and as provided in section 141 of Companies Act 2013. SECRETARIAL AUDIT Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s. NAHIDAKHTAR VHORA &CO.Company Secretaries in practice having CP No. 13187 to conduct the Secretarial Audit of the Company for the financial year 2014-15 and to furnish his report to the Board. The Secretarial Audit forms part of this Report as annexure - C There is secretarial audit qualification regarding non Compliance of appointment of Secretary, in his Secretarial Audit Report. The Company is in process of appointment of whole time Company Secretary. COST AUDITORS The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not beer, appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2014-15. EXPLANATION ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS There were no qualifications, reservations or adverse remarks made by the Auditors and the practicing company secretary in their report. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms' length basis. There is no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All related party transactions are periodically placed before the audit committee for its approval. The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms' length basis or material in nature. Your Directors draw attention of the shareholders to Note No.31 of the financial statement which sets out related party disclosures. (Annexure B) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable PARTICULARS OF EMPLOYEES: The particulars of employees required to be furnished pursuant to section 197(12) of the Companies Act,2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, forms part of this Report. However, there was no employee in receipt of remuneration under this section. RISK MANAGEMENT The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board's view, there are no material risks. ADEQUACY OF INTERNAL FINANCIAL CONTROLS Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error. The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit DECLARATION OF INDEPENDENT DIRECTORS The Company has received declarations from all the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and revised clause 49 of the Listing Agreements with Stock Exchange. HUMAN RESOURCE The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs. STOCK EXCHANGES The Company's shares are presently listed on ASE, VSE and BSE Limited. The company has paid necessary listing fees of all stock exchanges for the year 2014-2015. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure MGT-9 and is attached to this Report. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 applicable to the Company Hence, disclosure regarding composition of audit committee is provided in the Corporate governance report. SHARES The company has not issued any equity shares/buy back of equity shares during the year. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. On behalf of the Board of Directors Roshan P.Sanghavi (Managing Director) Place : Ahmedabad Date : 01.09.2015 |