Tirupati Fibres & Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2013

The Directors are pleased to present the Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2013. The summarized financial results for the year ended 31 st March, 2013 are as under:

Financial Results:

(Rs. In Lacs)

Particular Current Year Previous Year 2012-13 2011-2012

Profit Before Tax & Depreciation 130.95868 669.76641

Depreciation 14.13880 4.93511

Profit before Tax 116.81988 664.83130

Profit after Tax and Depreciation 116.81988 664.83130

Tax/other adjustments NIL NIL

Profit available for appropriation 116.81988 664.83130

Review of Operation

Your company registered a turnover of Rs 1999.38 lacs during the current year as compared to Rs. 909.39 lacs during the corresponding previous year. The Profit before tax has during the year was Rs. 116.82 lacs and during the previous year to Rs. 664.83 lacs during the current year. Your Directors''are continuously looking for avenues for future growth of the Company in the textile industry.

Dividend

Your Directors does not recommend dividend for the year ended March 31,2013. Directors

1. The Board of Directors in their board meeting held on 22nd May, 2013 proposed the appointment of Haresh Samrathmal Jain as Managing Director of the Company in the ensuing Annual General meeting.

2. The Board of Directors in their board meeting held on 22nd May, 2013 proposed the appointment of Nimesh Samrathmal Jain as Joint Managing Director of the Company in the ensuing Annual General Meeting.

3. The Board of Directors in their board meeting held on 22nd May, 2013 proposed the appointment of Piyush Vora as Executive and Whole Time Director in the ensuing Annual General Meeting.

Mr. Nimesh Jain, Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment the company.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Director hereby state:-

(1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to manufacturing.

(2) That the Director had selected 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 of the company for that period.

(3) That the Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Director had prepared the annual accounts on a-going concern basis.

Disclosures under Section 217(1)(d) of the Companies Act, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

Transfer to Reserves in terms of Section 217 (1)(b) of the Companies Act, 1956

For the financial year ended 31st March, 2013, the Company had not transfer any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

Particulars of Employees

The relation between the Management and the Employees remained cordial. The same has been possible by ensuring healthy atmosphere and good human relations.

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, being not applicable to the Company, are NIL.

Auditors

The Company''s Auditors, M/s Sanjay N. Shah & Co., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have given their eligibility certificate in terms of Section 224 (IB) of the Companies Act, 1956. Your Directors further recommend the reappointment of M/s Sanjay N. Shah & Co., Chartered Accountants, as Statutory Auditors for the Financial Year 2013-14.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Report on conservation of energy, Technology absorption, foreign exchange earnings and outgo in the manner prescribed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is NIL

Research and Development

The Research and Development is an integral component for the commercial exploitation of products and processes. Your company is a knowledge led entity with focus on the customer needs. The strengths of company commence at its R & D centre where products and processes are created to meet regulatory standards and to address the needs of the consumer at large. The company is making major investments in its R & D facilities to improve upon the competitiveness of our manufacturing products and processes.

Corporate Governance

The company is committed to principles of good governance, as it firmly believes that good corporate governance is the adoption of best practices to ensure that the company operates not only within the regulatory framework, but is also guided by broader business ethics. It also espouses and practices a wide spectrum of Corporate Sustainability initiatives as also Affirmative Action across locations.

The Company is committed to maintain the good standard of Corporate Governance and adhere to the Corporate Governance requirements set out in the listing. The Company has also implemented several best corporate governance practices as prevalent worldwide,

The Board of Directors supports the Broad Principles of Corporate Governance in addition to the basic governance issues; the Board lays strong emphasis on transparency accountability and integrity.

Further separate Management Discussion and Analysis Report covering wide range of activities such as outlook, performance of the Company etc is also enclosed.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on the Corporate Governance and Auditors'' Certificate regarding compliance of conditions of Corporate Governance has been made part of the Annual Report.

Employee Relations

Continued emphasis on development of human resources and creation of good work culture has remained focus of your Company. Relations between the employees and the management continued to be cordial during the year. Your Directors and Management express happiness for the commitment shown by the employees. The Board wishes to express its deep appreciation to all employees of your Company for their dedicated services during the year.

Trade Relation

Your Company continued to receive unstinted support and co-operation from its retailers, stockiest, suppliers of goods/services, clearing and for-warding agents and all others associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Acknowledgements

Your Directors wish to thank all stakeholders and business partners, your Company''s bankers, financial institutions, medical profession and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

Place: Mumbai For and on behalf of the Board of Directors

Date: 22nd May, 2013 TIRUPATI FIBERS AND INDUSTRIES LTD

Haresh Samrathmal Jain Nimesh Samrathmal Jain

(Director) (Director)

---

Mar 31, 2011

The Directors have pleasure in presenting their 31st Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

The working results of your Company during the year under review are as under:

( Rs. in Lacs )

2010-11 2009-10

Operating Profit 77.26 65.34

Less: Financial Expenses 2.18 1.42

Operating Profit during the year 75.08 63.92

Prior period adjustment 7.52 —

Profit before Depreciation 67.56 63.92

Less: Depreciation for the year 13.20 9.92

Profit after Depreciation 54.36 54.00

Brought forward Loss 1873.43 1927.43

Balance carried over 1819.07 1873.43

Due to Losses sustained your Directors are not in a position to recommend any dividend for the year ended 31st March, 2011.

During the year the Company earned Profit of Rs.54.36 lacs (previous year Profit of Rs54.00 lacs) after providing for financial expenses of Rs.2.18 lacs (previous year Rs.1.42 lacs), depreciation of Rs.13.20 lacs (previous year Rs.9.92 lacs) and Prior period adjustment Rs.7.52 Lacs (Previous year NIL) during the period.

FUTURE PROSPECUTS

The Company was not doing well since last many years. Due to poor financial position and reference by the BIFR to windup the Company, it was not possible to arrange working capital funds by the Company. It was therefore decided by the Board to give the mill on lease to M/s. Marudhar Yarns Private Limited, Abu Road for period of one year starting from 1st April 2010 to 31st March 2011. However the Lease Contract is discontinued wef 21/01/2011. Your directors have full confidence towards good progress in the coming years.

CORPORATE GOVERNANCE

Your Company is committed to general corporate governance with objective of enhancing the long term value for share holders and at the same time protecting the interest of other stake holders and adopting a methodology which enhance effectiveness, better utilization of resources and harmonious relations between different interest groups.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on the Corporate Governance and Auditors Certificate regarding compliance of conditions of Corporate Governance has been made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Director hereby state :-

(1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to manufacturing.

(2) That the Director had selected accounting policies and applied them consistently and made judgment 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 of the company for that period.

(3) That the Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Director had prepared the annual accounts on a going concern basis.

REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

Report on conservation of energy, Technology absorption, foreign exchange earning and outgo in the manner prescribed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is NIL

DIRECTORS

To appoint a Director in place of Shri Haresh S. Jain who retires by rotation under Article 104 of the Article of association of the company and being eligible, offers himself for re-appointment.

AUDITORS

The Company's Auditors, M/s Sanjay N. Shah & Co., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have given their eligibility certificate in terms of Section 224 (IB) of the Companies Act, 1956. Your Directors further recommend the reappointment of M/s Sanjay N. Shah & Co. Chartered Accountants, as Statutory Auditors for the Financial Year 2011-12.

SECRETARIAL COMPLIANCE CERTIFICATE

M/s. Satyajit Mishra & Co, Companies Secretary, Mumbai have been appointed as Practicing Company Secretary for issue of Compliance Certificate for the year 2010-11. The Compliance Certificate from M/s. Satyajit Mishra & Co. in terms of proviso (2) to Section 383 A(l) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 read with the Companies (Compliance Certificate) Rules, 2001 is attached herewith.

PERSONNEL

The relations between the Management and the Employees remained cordial. The same has been possible by ensuring healthy atmosphere and good human relations.

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, being not applicable to the Company, are NIL.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the co-operation extended by the employees at all levels. Your Directors also wish to record their thanks to financial institutions i.e. IDBI, and State and Central Government for their timely help and assistance.

For and on behalf of the Board,

PLACE : ABU ROAD Piyush R. Vora

Date : 1st September, 2011 Director

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Mar 31, 2009

The Directors have pleasure in presenting their Twenty-Ninth Annual Report and Audited Accounts of the Company for the year ended 31 st March, 2009.

FINANCIAL RESULTS

The working results of your Company during the year under review are as under:

(Rs. in Lacs)

2008-09 2007-08

Operating Profit 91.93 243.55

Less: Financial Expenses 2.99 348.71

Operating Profit (Deficit) during the year 88.94 (105.16)

Amount Written Back (+) 850.39 (+)2285.92

Profit before Depreciation , 939.33 2180.76

Less: Depreciation for the year 14.43 18.15

Profit after Depreciation 924.90 2162.61

Brought forward Loss 2852.33 5014.94

Balance carried over 1927.43 2852.33

Due to Losses sustained your Directors are not in a position to recommend any dividend for the year ended 31st March, 2009.

During the year the Company earned Profit of Rs. 924.90 lacs (previous year Profit of Rs 2162.61 lacs) after providing forfinancial expenses of Rs. 2.99 lacs (previous year Rs. 348.71 lacs), depreciation of Rs. 14.43 lacs (previous year Rs. 18.15 lacs) and amount written back Rs. 850.39 lacs (previous year Rs. 2285.92 lacs) during the period.

FUTURE PROSPECTS

The Company was not doing well since last many years. Due to poor financial position and reference by the BIFR to windup the Company, it was not possible to arrange working capital funds by the Company. It was therefore decided by the Board to give the mill on lease to M/s. Marudhar Yarns Pvt. Ltd., for further period of one year w.e.f. 01.04.2009.

CORPORATE GOVERNANCE

Your Company is-committed to general corporate governance with objective of enhancing the long term value for share holders and at the same time protecting the interest of other stake holders and adopting a methodology which enhance effectiveness, better utilization of resources and harmonious relations between different interest groups.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on the Corporate Governance and Certificate of the Practising Company Secretary regarding compliance of conditions of Corporate Governance has been made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state:-

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to manufacturing.

2. That the Directors had selected accounting policies and applied them consistently and made judgements 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 of the company for that period.

A That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

Report on conservation of energy, Technology absorption, foreign exchange earning and outgo in the manner prescribed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is nil.

REPLY TO AUDITORS REPORT

The observations made by the Auditors are self explanatory within the notes vide Schedule No. 11 forming part of the accounts and need no further clarification. However, the same has been noted for corrective measures, wherever required.

DIRECTORS

To appoint a director in place of shri Piyush R. Vora who retires by rotation under Article 104 of the Article of association of the company and being eligible, offers himself for reappointment.

AUDITORS

The Companys Auditors, M/s Mahesh Kumar Jain & Co., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have given their eligibility certificate in terms of Section 224 (1B) of the Companies Act, 1956. Your Directors further recommend the reappointment of M/s Mahesh Kumar Jain & Co., Chartered Accountants, as Statutory Auditors for the Financial Year 2009-10.

SECRETARIAL COMPLIANCE CERTIFICATE

M/s. Satyajit Mishra & Co., Company Secretaries, Mumbai have been appointed as practicing Company Secretary for issue of Compliance Certificate for the year 2008-09. The Compliance Certificate from M/s. Satyajit Mishra & Co. in terms of proviso (2) to Section 383A(1) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 read with the Companies (Compliance Certificate) Rules, 2001 is attached herewith.

PERSONNEL

The relations between the Management and the Employees remained cordial. The same has been possible by ensuring healthy atmosphere and good human relations.

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, being not applicable to the Company, are NIL.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the co-operation extended by the employ- ees at all levels. Your Directors also wish to record their thanks to financial institutions viz. IDBI and State and Central Government for their timely help and assistance.



For and on behalf of the Board,

PLACE : ABU ROAD Piyush R. Vora

Date: 1.12.2009 Director