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Directors Report of Tirupati Sarjan Ltd.
Mar 31, 2025
Your Directors have great pleasure in presenting the 30th Annual Report on business and operations of the Company together
with the Audited statements of Accounts for the financial year ended on 31st March 2025.
Financial Results: [Amount in Lacs]
The summary of the financial results for the year is given below:
|
PARTICILARS |
Financial Year |
Financial Year |
|
Turnover and Other Income |
22325.09 |
19525.86 |
|
Profit before Interest and Depreciation |
1377.86 |
1416.52 |
|
Financial Expenses |
520.85 |
680.86 |
|
Depreciation |
112.02 |
130.73 |
|
Profit before Tax |
744.99 |
604.93 |
|
Provision for Taxation |
229.47 |
210.08 |
|
Net Profit after Tax & adjustments |
514.96 |
394.85 |
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended 31st March 2025 is Rs. 22,325.09 Lacs. Net Profit of
the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 514.96 Lacs.
DIVIDEND:
Your directors do not recommend payment of any Dividend for the Financial year ended 31st March 2025 in order to conserve the
resources of the Company, The Company will retain the earning for use in the future operations & Projects and strive to increase
the net worth of stakeholders of the Company.
DEPOSIT:
During the period under review, Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Details of deposits which are not in compliance with the requirements of Chapter V of the Act-NIL
INCREASING CAPITAL OF THE COMPANY:
During the year under review, there were no changes in the capital structure of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
IIn accordance with Articles of Association of the Company Mr. Ankit Shah director of the Company (DIN: 02440347) will retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends
their re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
The following changes have been made to the Directors & Key Managerial Personnel of the Company during the year 2024-25.
|
Sr. No. |
Name |
Designation |
Appointment or |
Appointment Date or |
|
1. |
Dorikkumar Anilkumar Patel |
Independent Director |
Resignation |
14.08.2024 |
|
2. |
Ishali j Desai |
Independent |
Appointment |
10.03.2025 |
|
3. |
Ishali j Desai |
Independent |
Resignation |
30.05.2025 |
|
4. |
Jaydeep Prajapati |
Independent Director |
Appointment |
06.06.2025 |
AUDITORS AND AUDITORSâ REPORT:
As per the provisions of Sections 139, 142 and all other
applicable provisions of the Companies Act, 2013, (including
any statutory modification(s) or re-enactment thereof, for the
time being in force), at the 29th Annual General Meeting of the
Company held on 28th September, 2024, the Members of the
Company had appointed M/S. MAAK & Associates,
Chartered Accountant, Ahmedabad (FRN- 135024W), as
Statutory Auditors of the Company to hold the office for a term
of 5 (five) years from the conclusion of 29th (Twenty Nine)
Annual General Meeting till the conclusion of the 34th (Thirty
Four) Annual General Meeting.
The Statutory Auditors'' Report on the financial statements of
the Company for the financial year ended on 31st March
2025, there is no Qualified/Adverse Opinion from Statutory
Auditor during the financial year under review.
COMMENT OF BOARD ON AUDITORâS OBSERVATIONS:
There are no qualified/adverse remarks in the Auditors''
report, so no comments are required.
SECRETARIAL AUDITOR:
In terms of Section 204(1) of the Companies Act, 2013 and
Rule 9 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of
the Company has appointed CS Chetan B Patel, Partner of
M/s. Chetan Patel & Associates, Practicing Company
Secretary, Ahmedabad as Secretarial Auditor of the company,
for conducting Secretarial Audit of the company for the FY
2024-25.
Your Company has received consent from CS Chetan B
Patel-M/s. Chetan Patel & Associates, Practicing Company
Secretary, Ahmedabad, to act as the auditor for conducting
audit of the Secretarial records for the Financial Year ending
31st March 2025.
The Secretarial Audit Report in Form MR-3 furnished by Mr.
Chetan B Patel-M/s. Chetan Patel & Associates, Practicing
Company Secretaries for the Financial Year 2024-25 and it is
attached with the directors'' report in Annexure D.
Reply to Observation of Secretarial Audit report
1. Regarding Non-composition of board of Director i.e.
delay in appointment of Independent director, the
management hereby filed the Clarification as per
Reg 17(1)(b) of SEBI (LODR)Regulation 2015 dated
12.03.2025 "The lapse in respect to the strength of
the Independent Director throughout the December
quarter was unavailability of candidate for the post of
Independent Director, The management was
rigorously searching but couldn''t find appropriate
candidates for the post of Independent Director and
nothing has been done willfully or with malafide
intention. It is pertinent to note that company has now
appointed New independent director on 10th March
2025 which was intimated regarding the same to the
Stock exchange. It may be noted that the company
has now complied with the Regulation 17(1)(b) of
SEBI LODR Regulations, 2015
2. The amount of investment in shares of the Tirupati
Development (Uganda) Limited has been reported
as "Investment" in the Financial Statement as on
31/03/2025 because amount yet not received.
Further, due to non-availability of necessary
informations, the company is unable to file FLA
Returns. The company is continuously doing follow
up for the same from foreign entities in which
investments has been made by the company.
INTERNAL AUDITORS:
Pursuant to provisions of Section 138 and all other applicable
provisions of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014, the Board of Directors
has re-appointed Mr. Dilip Suthar as an Internal Auditors of
the Company for the Financial Year 2024-25.
Issue of Equity Shares with Differential Rights, Sweat
Equity, ESOS, etc:
There is no issue of equity shares with/ without differential
Rights, sweat equity shares, Stock Option etc., hence there
was no change in the capital structure of the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:
There is no any offence of fraud that has been committed in
the company by its officers or employees of the company
during the year.
AMOUNT TRANSFER TO RESERVES:
During the financial year under review, the Company has not
transferred any amounts to reserves;
INTERNAL FINANCIAL CONTROL SYSTEM AND
COMPLIANCE FRAMEWORK:
The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The internal financial controls are adequate and
are operating effectively so as to ensure the orderly and
efficient conduct of business operations. The Audit
Committee in consultation with the internal auditors
formulates the scope, functioning, periodicity and
methodology for conducting the internal audit. The internal
auditors carry out audit, covering inter alia, monitoring and
evaluating the efficiency & adequacy of internal control
systems in the Company, its compliance with operating
systems, accounting procedures and policies at all locations
and submit their periodical internal audit reports to the Audit
Committee. Based on the internal audit report and review by
the Audit committee, process owners undertake necessary
actions in their respective areas. The internal auditors have
expressed that the internal control system in the Company is
robust and effective. The Board has also put in place the
requisite legal compliance framework to ensure compliance
of all the applicable laws and that such systems are adequate
and operating effectively.
DETAILS OF SUBSIDIARY / ASSOCIATE COMPANIES:
There are no associate companies within the meaning of
Section 2(6) of the Companies Act, 2013 ("Actâ). There was
one subsidiary company Tirupati Development (U) Ltd in
Uganda within the meaning of section 2(87) of the companies
Act, 2013.
During the year, no new companies have become
subsidiaries, JV or associate companies.
MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals, the
gap between any two meetings was within the period
prescribed by the Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015
as amended from time to time. The Notices of the Board
Meetings are given well in advance to all the Directors of the
Company.
During the year under review, 9 (Nine) Board meetings were
held, with a gap between Meetings not exceeding the period
prescribed under the Companies Act, 2013 and Rules made
thereunder. Details of Board and Board committee meetings
held during the year are given in the Corporate Governance
Report.
During the year under review, the Company has complied
with applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI).
COMMITTEES OF THE BOARD:
Composition of Audit Committee of Directors, Nomination
and Remuneration Committee of Directors, Corporate Social
Responsibility Committee of Directors and Stakeholders
Relationship/Grievance Committee of Directors, number of
meetings held of each Committee during the financial year
2024-25 and meetings attended by each member of the
Committee as required under the Companies Act, 2013 are
provided in Corporate Governance Report and forming part of
the report.
The recommendations of the Audit Committee, as and when
made to the Board, have been accepted by it.
COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT
AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND
OTHER MATTERS PROVIDED UNDER SUB-SECTION (3)
OF SECTION 178:
The Company has adopted above mentioned policy, and it is
available in details in the "Investor Zoneâ in the website of the
company at http://www.tirupatisarjan.com.
THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year, there was no change in the nature of
business of the Company.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013
and Regulation 22 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the Company
has constituted a Whistle Blower Policy/ Vigil Mechanism to
establish a vigil mechanism for the directors and employees
to report genuine concerns in such manner as may be
prescribed and to report to the management instances of
unethical behavior, actual or suspected fraud or violation of
the Company''s code of conduct.
EVALUATION OF BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS:
In compliance with the Companies Act, 2013 and Regulation
17(10) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the performance
evaluation of board, committees and individual directors was
carried out during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
The details of the loan provided, and investments made, if
any, are as mentioned in the notes to accounts. The Company
has not provided any guarantee or security falling under
purview of Section 186 of the Companies Act, 2013 during the
financial year under review. The Loans granted have been
utilized by Company for their business purpose
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES
All related party transactions that were entered into during the
year under review were in the ordinary course of business
and on an arm''s length basis. The Company has not entered
into any contract/arrangement/transaction with related
parties which could be considered material in nature. All
Related Party Transactions are placed before the Audit
Committee and Board for approval. Prior omnibus approval of
the Audit Committee is obtained for the transactions which
are foreseen and repetitive in nature.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the top
five hundred listed entities based on market capitalization are
required to formulate the Dividend Distribution Policy.
Accordingly, your Company is not required to formulate the
Dividend Distribution Policy.
RISK MANAGEMENT POLICY:
The Company has laid down the procedures to inform the
Board about the risk assessment and minimization
procedures and the Board has formulated Risk Management
Policy to ensure that the Board, its Audit Committee and its
management should collectively identify the risks impacting
the Company''s business and document their process of risk
identification, risk minimization, risk optimization as a part of a
risk management policy/ strategy. At present there is no
identifiable risk which, in the opinion, of the Board may
threaten the existence of the Company.
COROPRATE SOCIAL RESPONSIBILITY:
Information on Corporate Social Responsibility (CSR) Policy
and initiative taken by the Company during the financial year
2024-25, pursuant to Section 135 of the Companies Act, 2013
read with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed herewith and
forming part of the report. (Annexure-C). The policy is
available on the website of the Company on the web link:
"http://www.tirupatisarjan.com/OurPolicies.phpâ
CORPORATE GOVERNANCE REPORT:
As required by the Regulation 27 of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 entered
into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The
Company is in full compliance with the requirements and
disclosures that have to be made in this regard. The Auditors''
Certificate of the compliance with Corporate Governance
requirements by the Company is attached to the Report on
Corporate Governance. Report on Corporate Governance is
given in this Annual Report, herewith attached as Annexure-
B.
COMPLIANCE WITH THE PROVISIONS OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company is committed to uphold and maintain the dignity
of women employees and it has in place a policy which
provides for protection against sexual harassment of women
at work place and for prevention and redressal of such
complaints. The Company has also constituted an Internal
Compliance Committee in accordance with the provisions of
this Act. During the financial year under review, no complaints
pertaining to sexual harassment were received.
COST RECORD:
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014
read with Section 134 your Company has duly maintained the
cost records as per sub-section 1 of section 148 of
Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, a separate
section of management discussion and analysis out lining the
business of your Company forms part of this reports in
Annexure A.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO:
The information pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 as amended from time to
time relating the foregoing matter is given as under.
Your Company has taken necessary steps to conserve the
energy and to protect environment. Your Company is
continuously adapting to the new technology in the related
fields of business and thereby striving to optimize customer
satisfaction.
Foreign Exchange Earnings during the year:
Rs. NIL (C.Y.)
Rs. NIL (P.Y.)
Foreign Exchange Outgo during the year:
Rs. Nil (Same as Previous
Year)
STATEMENT OF BOARD OF DIRECTORS
Your directors confirm all the Independent Directors of the
Company during the year possess integrity, relevant
expertise and experience required to best serve the interests
of the Company. The Independent Directors have confirmed
compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014.
THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
No application made, or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016, during the financial
year ended March 31,2025.
PARTICULARS OF EMPLOYEES:
Details Pertaining to remuneration and other details as
required under Section 197 (12) of the Companies Act read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
attached as Annexure E of this report.
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:
There are no any material changes and commitments have
occurred during above mentioned time period which affect the
financial position of the company.
GENERAL:
Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions
on these items during the year under review:
The details of difference between amount of the valuation
done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013 and to the best
of their knowledge and belief and according to the information
obtained by them, your Directors state that-
(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
a nd estim ates that are reaso n a b l e 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 i.e. at 31st
March 2025 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:
(e) The directors had 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.
DECLARATION OF INDEPENDENT DIRECTORS: -
The Company has received a declaration from the Independent Directors that they meet the criteria of independence as per
section 149 of the companies Act, 2013.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the
Company and its future operations.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to
the Company, have been duly complied with.
WEB ADDRESS OF ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March 2025 will be
accessed on the Company''s website at https://www.tirupatisarjan.com/annual-report.html.
APPRECIATION & ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks,
Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep
sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the
business.
BY ORDER OF THE BOARD
FOR TIRUPATI SARJAN LIMITED
Sd/-
JITENDRA ISHWARLAL PATEL
Place: Ahmedabad Chairman
Date: 17/07/2025 DIN: 00262902
Mar 31, 2024
Your Directors have great pleasure in presenting the 29th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2024.
Financial Results: [Amount in Lacs]
The summary of the financial results for the year is given below:
|
PARTICILARS |
Financial Year 2023-24 |
Financial Year 2022-23 |
|
Turnover and Other Income |
19525.86 |
15842.40 |
|
Profit before Interest and Depreciation |
1416.52 |
1295.60 |
|
Financial Expenses |
680.86 |
776.11 |
|
Depreciation |
130.73 |
130.96 |
|
Profit before Tax |
604.93 |
415.51 |
|
Provision for Taxation (Including deferred tax) |
210.08 |
113.28 |
|
Net Profit after Tax & adjustments |
394.85 |
302.23 |
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended 31st March 2024 is Rs. 19,525.86 Lacs. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 394.85 Lacs.
DIVIDEND:
Your directors do not recommend payment of any Dividend for the Financial year ended 31st March 2024 in order to conserve the resources of the Company, The Company will retain the earning for use in the future operations & Projects and strive to increase the net worth of stakeholders of the Company.
DEPOSIT:
During the period under review, Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Details of deposits which are not in compliance with the requirements of Chapter V of the Act-NIL INCREASING CAPITAL OF THE COMPANY:
During the year under review, there were no changes in the capital structure of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with Articles of Association of the Company Mr. Jitendrakumar Patel director of the Company (DIN: 00262902) & Mr. Jashwantbhai Director of the Company (DIN: 01490261) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
The following changes have been made to the Directors & Key Managerial Personnel of the Company during the year 2023-24:
|
Sr. No. |
Name |
Designation |
Appointment or Resignation |
Appointment Date or Resignation Date |
|
1. |
Milap Rajendrakumar Modi |
Independent Director |
Resignation |
10.11.2023 |
|
2. |
Pooja Samip Shah |
Independent woman Director |
Resignation |
30.05.2023 |
|
3. |
Shivangi Hitendrakumar Gor |
Independent woman Director |
Appointment |
30.05.2023 |
|
4. |
Dorikkumar Anilkumar Patel |
Independent Director |
Appointment |
10.11.2023 |
As per the provisions of Sections 139, 142 and all other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force), at the 24th Annual General Meeting of the Company held on 27th September, 2019, the Members of the Company had appointed M/S. MAAK & Associates, Chartered Accountant, Ahmedabad (FRN- 135024W), as Statutory Auditors of the Company to hold the office for a term of 5 (five) years from the conclusion of 24th (Twenty Four) Annual General Meeting till the conclusion of the 29th (Twenty Nine) Annual General Meeting.
However, Board approved the re-appointment of M\S. MAAK & Associated, Chartered Accountant, Ahmedabad (FRN-135024W), as Statutory Auditors of the company to hold office for a second term of 5 (five) years from the conclusion of 29th (Twenty-Nine) Annual General Meeting till the conclusion of 34th (Thirty-four) Annual General Meeting of the Company. Relevant resolutions (Ordinary or Special, as applicable) seeking shareholders'' approval forms part of the Notice of ensuing AGM.
The Statutory Auditors'' Report on the financial statements of the Company for the financial year ended on 31st March 2024, there is no Qualified/Adverse Opinion from Statutory Auditor during the financial year under review.
COMMENT OF BOARD ON AUDITORâS OBSERVATIONS:
There are no qualified/adverse remarks in the Auditors'' report, so no comments are required
SECRETARIAL AUDITOR:
In terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed CS Chetan B Patel, proprietor of M/s. Chetan Patel & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the FY 2023-24.
Your Company has received consent from CS Chetan B Patel-M/s. Chetan Patel & Associates, Practicing Company Secretary, Ahmedabad, to act as the auditor for conducting audit of the Secretarial records for the Financial Year ending 31st March 2024.
The Secretarial Audit Report in Form MR-3 furnished by Mr. Chetan B Patel-M/s. Chetan Patel & Associates, Practicing Company Secretaries for the Financial Year 2023-24 and it is attached with the directors'' report in Annexure D.
Reply to Observation of Secretarial Audit report
1. Regarding delay in SDD entries for Quarter June and September 2023, the management would like to express that due to not having a Qualified Company Secretary and Compliance officer there has been a delay in entering UPSI entries on time. However timely Closure of trading window has been made to avoid Insider trading by any designated person or Promoter or Promoter group of the Company.
2. Regarding non-intimation of Appointment and Resignation of Independent Director as per Reg 30 of SEBI (LODR)Regulation 2015 and vide circular no
CIR/CFD/CMD/4/2015, the management had intimated the change in the appointment and resignation of Independent director in the Outcome of board meeting as a due compliance of the said regulation.
3. Regarding the appointment of Independent director by way of ordinary resolution, the management hereby filed the Clarification as per Reg 25(2A) of SEBI (LODR)Regulation 2015 dated 13.03.2024 "Provided that where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under subregulation (2A)â SEBI (LODR)Regulation 2015.
4. Regarding, company has not filed various disclosures and a report within the prescribed period the management stated that due to oversight and lack of awareness, nothing has been done willfully or with malafide intention. Further, SE levied a fine on the company for the same which has been paid by the company.
5. Regarding Regulation 6 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as the vacancy of Company Secretary and compliance officer filled beyond 3 months of such vacancy by the company. However Erstwhile Company Secretary has resigned w.e.f. 24.12.2022 and thereafter Company secretary and compliance officer appointed on 2nd January 2024, as company did not find any suitable candidate due to other unavoidable circumstances the post of Company Secretary and Compliance Officer.
6. Regarding not sending notice of AGM before clear 21 days, Due to technical reasons, the Company was not able to upload the Notice within prescribed period.
7. Regarding non- filing of e-form MGT-14 for various events viz. re-appointment of Managing Director, raising funds and approval of Director''s Report. On this, the management expressed that in absence of Company Secretary, the said e-forms had not been filed inadvertently
8. Regarding ineligibility for appointment of Mr. Dorikkumar Anilkumar Patel (DIN: 06578988) as an Independent Director, the flaws is hereby due to oversight and lack of awareness, and nothing has been done willfully or with malafide intention.
INTERNAL AUDITORS:
Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors has re-appointed Mr. Dilip Suthar as an Internal Auditors of the Company for the Financial Year 2023-24.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:
There is no any offence of fraud that has been committed in the company by its officers or employees of the company during the year.
INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure the orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place the requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
DETAILS OF SUBSIDIARY / ASSOCIATE COMPANIES:
There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Actâ). There was one subsidiary company Tirupati Development (U) Ltd in Uganda within the meaning of section 2(87) of the companies Act, 2013. which has become ceased to be the subsidiary of Tirupati Sarjan Limited
During the year, no new companies have become subsidiaries, JV or associate companies.
MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals, the gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The Notices of the Board Meetings are given well in advance to all the Directors of the Company.
During the year under review, 8 (Eight) Board meetings were held, with a gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.
During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
COMMITTEES OF THE BOARD:
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee of Directors and Stakeholders
Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.
The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.
COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The Company has adopted above mentioned policy, and it is available in details in the "Investor Zoneâ in the website of the company at http://www.tirupatisarjan.com.
THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year, there was no change in the nature of business of the Company.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.
EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of board, committees and individual directors was carried out during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of the loan provided, and investments made, if any, are as mentioned in the notes to accounts. The Company has not provided any guarantee or security falling under purview of Section 186 of the Companies Act, 2013 during the financial year under review. The Loans granted have been utilized by Company for their business purpose Further, company has made disinvestment from its subsidiary company. However, the funds of disinvestment has not been received by the company till date.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the year under review were in the ordinary course of business and on an arm''s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of
the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top five hundred listed entities based on market capitalization are required to formulate the Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.
RISK MANAGEMENT POLICY:
The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.
COROPRATE SOCIAL RESPONSIBILITY:
Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2023-24, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-C). The policy is available on the website of the Company on the web link:
"http://www.tirupatisarjan.com/OurPolicies.phpâ
CORPORATE GOVERNANCE REPORT:
As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure-B.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conductive work environment to its employees.
Your directors further state that during the year under review, your Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
COST RECORD:
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company has duly maintained the cost records as per sub-section 1 of section 148 of Companies Act, 2013.
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section of management discussion and analysis out lining the business of your Ccompany forms part of this reports in Annexure A.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time relating the foregoing matter is given as under.
Your Company has taken necessary steps to conserve the energy and to protect environment. Your Company is continuously adapting to the new technology in the related fields of business and thereby striving to optimize customer satisfaction.
Foreign Exchange Earnings during the year: Rs. NIL
(C.Y.)
Rs. NIL (P.Y.)
Foreign Exchange Outgo during the year : Rs. Nil
(Same as
Previous
Year)
STATEMENT OF BOARD OF DIRECTORS
Your directors confirm all the Independent Directors of the Company during the year possess integrity, relevant expertise and experience required to best serve the interests of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
PARTICULARS OF EMPLOYEES:
Details Pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure E of this report.
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no any material changes and commitments have occurred during above mentioned time period which affect the financial position of the company.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information obtained by them, your Directors state that-
(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 i.e. at 31st March 2024 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:
(e) The directors had 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.
DECLARATION OF INDEPENDENT DIRECTORS: -
The Company has received a declaration from the Independent Directors that they meet the criteria of independence as per section 149 of the companies Act, 2013.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been duly complied with.
WEB ADDRESS OF ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March 2024 will be accessed on the Company''s website at https://www.tirupatisarjan.com/annual-report.html.
APPRECIATION & ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.
BY ORDER OF THE BOARD FOR TIRUPATI SARJAN LIMITED
Sd/-
JITENDRA ISHWARLAL PATEL
Place: Ahmedabad Chairman
Date: 28th August, 2024 DIN: 00262902
Mar 31, 2018
DIRECTORSâ REPORT
Dear Members,
The Directors have great pleasure in presenting the 23rd Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2018.
Pursuant to notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âIND ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from 1st April, 2016 and the accounts are prepared under IND AS.
FINANCIAL RESULTS:
The summary of the financial results for the year is given below:
[Rs, in Lacs]
|
Particulars |
Financial Year 2017-18 |
Financial Year 2016-17 |
|
Turnover and Other Income |
16,677.24 |
13509.87 |
|
Financial Expenses |
695.47 |
693.15 |
|
Depreciation |
77.28 |
71.81 |
|
Profit before Tax |
859.45 |
915.26 |
|
Provision for Taxation (Including deferred tax) |
299.99 |
312.41 |
|
Net Profit after Tax & adjustments |
559.46 |
602.85 |
|
Balance carried forward to Balance Sheet |
4918.07 |
4358.61 |
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended 31st March 2018 is Rs. 16,677.24 Lacs. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 559.46 Lacs.
DIVIDEND:
Your Directors are pleased to recommend for your approval a dividend of Rs. 0.30/- per equity share of Rs. 5/- each fully paid-up for the period ended 31st March, 2018. The dividend, if approved will be paid to the eligible members within the stipulated time amounting to Rs. 98.99 lacs. In addition, Rs. 20.15 lacs shall be paid as dividend distribution tax.
DEPOSIT :
During the period under review, Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
INCREASING CAPITAL OF THE COMPANY:
During the year under review, there were no changes in the capital structure of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with Articles of Association of the Company Mr. Chintan Jitubhai Patel, (DIN : 05161204) & Mr. Ankit Rajesh Shah,(DIN 02440347), Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
The following changes have been made to the Directors & Key Managerial Personnel of the Company during the year 2017-2018:
|
Sr. No |
Name |
Designation |
Appointment or Resignation |
Appointment Date or Resignation Date |
|
1. |
Mrs. Bijal Kiran Parikh |
Independent Director |
Resigned |
14th February, 2018 |
|
2. |
Mr. Bilal Topia |
Company Secretary |
Resigned |
29th July, 2017 |
|
3. |
Mr. Vijay Thakkar |
Company Secretary |
Appointment |
28th August, 2017 |
Accordingly, to have the optimum composition of the Board of Directors as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Ms. Shivangi Gor (DIN: 08148370) was appointed as an Additional Director of the Company, designated under category of Independent Director, w.e.f 9th May, 2018 who shall hold the office up to the date of ensuing Annual General Meeting and be regularized subject to the approval of shareholders in the ensuing Annual General Meeting.
Mr. Vijay Thakkar Company Secretary and Compliance officer of the Company has resigned from the Company w.e.f 9th May, 2018.
RE-CLASSIFICATION OF PROMOTER GROUP:
As request received to the Company, reclassification from âPromoter Group Categoryâ to âPublic Categoryâ was done. Accordingly, the request for such reclassification was approved and the Company had made necessary applications to BSE Limited (âBSEâ) under Regulation 31A of Listing Regulations for such reclassification. Further, BSE vide letters dated 11th May, 2018 had granted approval for such reclassification from âPromoter Group Categoryâ to âPublic Categoryâ under Regulation 31A of Listing Regulations.
AUDITORS AND AUDITORSâ REPORT:
The tenure of M/s. Sweta Patel & Associates [FRN: 139165W], the Statutory Auditors of the Company, appointed in 22nd Annual General Meeting of the Company, will come to an end on the conclusion of 23rd Annual General Meeting of the Company. Your Board has decided to recommend the re-appointment of M/s. Sweta Patel & Associates as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013.
M/s. Sweta Patel & Associates [FRN: 139165W], Chartered Accountants, Ahmedabad present auditor of the company has shown their willingness to be re-appointed as Auditors of the company and have confirmed their re-appointment, if made would be within the limits prescribed under section 139 of the companies act, 2013.
SECRETARIAL AUDITOR:
In terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has reappointed CS Maulik Bhavsar-M/s. Maulik Bhavsar & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the FY 2018-19.
Your Company has received consent from CS Maulik Bhavsar - M/s. Maulik Bhavsar & Associates, Practicing Company Secretary, Ahmedabad, to act as the auditor for conducting audit of the Secretarial records for the Financial Year ending 31st March, 2019.
The Secretarial Audit Report in Form MR-3 furnished by Mr. Maulik Bhavsar - M/s. Maulik Bhavsar & Associates, Practicing Company Secretaries for the Financial Year 2017-18 and it is attached with directorsâ report in Annexure III.
COST AUDITOR:
The Company had appointed M/s. J. R. Patel & Associates., Cost Accountants, Ahmedabad (Membership No. 39392) as Cost Auditors of the Company for audit of cost accounting records of its activities for the F.Y. 2017-18. Pursuant to Section 148 of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, on recommendations of Audit Committee, your Directors has reappointed M/s. J. R. Patel & Associates, (Membership No. 39392) Cost Accountants as the Cost Auditors to conduct the audit of cost records of your Company for the financial year 2018-19.
A Resolution seeking memberâs approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.
INTERNAL AUDITORS:
The Board of Directors has reappointed M/s. Jatin Patel and Associates, Chartered Accountants, Ahmedabad (FRN: 138420W) as the Internal Auditors of the Company for the Financial Year 2018-2019.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Jatin Patel & Associates, Chartered Accountant as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
DETAILS OF SUBSIDIARY / ASSOCIATE COMPANIES:
There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There is one subsidiary company Tirupati Development (U) Ltd in Uganda within the meaning of section 2(87) of the companies Act, 2013.
During the year, neither new companies have become subsidiaries, JV nor associate companies nor any companies has ceased.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
Tirupati Development (U) Ltd a subsidiary of company has loss for the current financial year Rs. (7,09,28,885/-) (UGX 34,36,55,000)and for the previous financial year Rs. (9,25,16,438/-) UGX 1,14,88,94,000).
EXTRACT OF THE ANNUAL RETURN:
As required under Section 134(3)(a) of the Companies Act, 2013 the extract of an annual return in Form No. MGT - 9 shall form part of the Boardâs report in Annexure II.
MEETINGS OF THE BOARD OF DIRECTORS:
During the year under the review, 15 (Fifteen) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013. COMMITTEES OF THE BOARD:
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.
The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.
EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of board, committees and individual directors was carried out during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of any loan or guarantee or investments during the year under Section 186 of the Companies Act, 2013 are given in notes to financial statement, kindly refer.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There was no materially significant related party transaction entered between the company, Directors, management or their relatives except for those disclosed in the financial statements. All the contracts/arrangement/transactions entered into by the Company with the related parties during the financial year 2017-18 were in the ordinary course of business and on a armâs length basis. All Related Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. Necessary disclosures have been given in the notes to Financial Statement. The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate the Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.
RISK MANAGEMENT POLICY:
The Company has in place a Risk Management framework for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, assessment, monitoring, review and reporting. At present there is no identifiable risk which, in the opinion of the Board may threaten the existence of the Company.
COROPRATE SOCIAL RESPONSIBILITY:
Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2017-18, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed (Annexure-IV) herewith and forming part of the report. The policy is available on the website of the Company on the web link:
âhttp://www.tirupatisarjan.com/OurPolicies.phpâ
CORPORATE GOVERNANCE REPORT:
As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure-V.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conductive work environment to its employees.
Your directors further state that during the year under review, your Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
COST RECORD:
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company has duly maintained the cost audit records as per sub-section 1 of section 148 of Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section of management discussion and analysis report for the year under review is attached, which forms part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time relating the foregoing matter is given as under.
Your Company has taken necessary steps to conserve the energy and to protect environment. Your Company is continuously adapting to the new technology in the related fields of business.
Foreign Exchange Earnings during the year : Rs. NIL (C.Y.)
Rs. 1,39,57,956 (P. Y.)
Foreign Exchange Outgo during the year : Rs. Nil
PARTICULARS OF EMPLOYEES:
During the year under review, no employee has been remunerated exceed the prescribed limit throughout the financial year 2017-18 and therefore, the disclosure pertaining to provisions of Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information obtained by them, your Directors state that -
(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 i.e. at 31st March, 2018 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:
(e) The directors had 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.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received declaration from the Independent directors that they meet the criteria of independence as per section 149 of the companies Act, 2013.
APPRECIATION & ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.
BY ORDER OF THE BOARD
For, TIRUPATI SARJAN LIMITED
Place : Ahmedabad [AJITBHAI SHAH]
Date : 31.08.2018 Chairman
DIN : 02787569
Mar 31, 2016
DIRECTORSâ REPORT
Dear Members,
The Directors have great pleasure in presenting the 21st Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2016.
FINANCIAL RESULTS:
[Rs, in Lacs]
|
Particulars |
Financial Year 2015-16 |
Financial Year 2014-15 |
|
Turnover and Other Income |
12332.50 |
16520.21 |
|
Financial Expenses |
619.63 |
468.84 |
|
Depreciation |
82.34 |
102.80 |
|
Profit before Tax |
802.50 |
962.38 |
|
Provision for Taxation (Including deferred tax) |
236.29 |
289.77 |
|
Net Profit after Tax & adjustments |
566.21 |
672.60 |
|
Balance carried forward to Balance Sheet |
3427.91 |
2914.94 |
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended 31st March 2016 is Rs. 12332.50 Lacs. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 566.21 Lacs.
The turnover of the Company has decreased due to heavy recession in the real estate market. However, there is a delay in execution of Government tender work for the factors beyond the control of management.
The management is making its hardcore efforts for increase in business. The management has taken effective steps to increase the profitability of the Company. Hence the turnover has decreased by 25.35% but the profitability has decreased by 16.61%.
DIVIDEND:
Your Directors are pleased to recommend for your approval a dividend of Rs. 0.55/- per equity share of Rs. 5/- each fully paid-up for the period ended 31st March, 2016. The dividend, if approved will be paid to the eligible members within the stipulated time amounting to Rs. 181.49 lacs. In addition, Rs. 37.49 lacs shall be paid as dividend distribution tax.
DEPOSIT :
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
INCREASING CAPITAL OF THE COMPANY:
Company has received in principal approval letter for issue of 9100000 convertible warrants from BSE on 30.03.2015. Board has passed resolution for conversion of 23,74,190 warrants into equity shares on 31.03.2015 in first tranche and paid up capital increased from Rs. 12,00,20,000 to Rs. 13,18,90,950.
Further, Board has passed resolution for conversion of 28,68,320 warrants into equity shares on 21.01.2016 in second tranche and paid up capital increased from Rs. 13,18,90,950 to Rs. 14,62,32,550.
Further, Board has passed resolution for conversion of remaining 37,51,515 warrants into equity shares on 31.05.2016 in third & last tranche and paid up capital will increase from Rs. 14,62,32,550 to 16,49,90,125.
DIRECTORS:
In accordance with Articles of Association of the Company Mr. Bhailal Babulal Shah & Mr. Ruchir Rushikeshbhai Patel Director of the Company will retire by rotation and being eligible, offers himself for re-appointment.
Mr. Somabhai Jethabhai Prajapati, Mr. Natubhai Kashiram Patel, Mr. Hardikkumar Madhukant Patel, Mr. Nehalkumar Jitendrabhai Patel, Mr. Sohamkumar Babulal Patel And Mr. Sureshkumar Hiralal Patel have resigned as director of the company w.e.f. 17th August, 2015.
Mr. Rajeshbhai Jaswantlal Shah, who was appointed as an additional director of the company on 12th September, 2015 and whose term of office as an additional director is up to upcoming annual general meeting. Company has received notice from member of the company for him appointment as Director in the upcoming annual general meeting.
Mr. Chintan Jitubhai Patel, who was appointed as an additional director of the company on 31st October, 2015 and whose term of office as an additional director is upto upcoming annual general meeting. Company has received notice from member of the company for his appointment as Director in the upcoming annual general meeting. It is also proposed to appoint him as Whole-time director of the company, to hold the office up to 5 (FIVE) consecutive years for a term up to the conclusion of the 21st Annual General Meeting of the Company in the calendar year 2021.
Mr. Ajitbhai Devchandbhai Shah, who was appointed as an additional director of the company on 31st March, 2016 and whose term of office as an additional director is upto upcoming annual general meeting. Company has received notice from member of the company for him appointment as Director in the upcoming annual general meeting. It is also proposed to appoint him as Independent director of the company, to hold the office up to 5 (FIVE) consecutive years for a term up to the conclusion of the 21st Annual General Meeting of the Company in the calendar year 2021.
AUDITORS AND AUDITORSâ REPORT:
The tenure of M/s. Sweta Patel & Associates, the Statutory Auditors of the Company, appointed in 20th Annual General Meeting of the Company, will come to an end on the conclusion of 21st Annual General Meeting of the Company. Your Board has decided to recommend the re-appointment of M/s. Sweta Patel & Associates as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013.
M/s. Sweta Patel & Associates, Chartered Accountants, Ahmadabad present auditor of the company has shown their willingness to be re-appointed as Auditors of the company and have confirmed their re-appointment, if made would be within the limits prescribed under section 139 of the companies act, 2013.
SECRETARIAL AUDITOR:
In terms of section 204 of the Companies Act, 2013, the Board at its meeting held on 17th August, 2015 has appointed Mr. Maulik Anilkumar Bhavsar, Practicing Company Secretary, Ahmadabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the FY 2015-16. Company has received secretarial Audit report from him for FY 2015-16 and it is attached with directors'' report in Annexure III.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Jatin Patel & Associates, Chartered Accountant as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
DETAILS OF SUBSIDIARY / ASSOCIATE COMPANIES
There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There is one subsidiary company Tirupati Development (U) Ltd in Uganda within the meaning of section 2(87) of the companies Act, 2013.
During the year, neither new companies have become subsidiaries, JV or associate companies nor any companies has ceased.
Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.
Tirupati Development (U) Ltd a subsidiary of company has loss for the current financial year Rs. 18,68,00,021/- and for the previous financial year profit of Rs. 4,92,15,663/-.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 shall form part of the Board''s report in Annexure II.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under the review, 19 (Nineteen) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.
The recommendations of the Audit Committee, as and when made to the Board, has been accepted by it.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There was no materially significant related party transaction entered between the Company, Directors, management, or their relatives except for those disclosed in the financial statements. All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2015-16 were in the ordinary course of business and on an arm''s length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC- 2 does not form a part of this report. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.
Explanation or comment on Qualifications, Reservations and Adverse Remark or Disclaimers made by the Auditors in their Report
In regard to auditors remark-âProvision for retirement benefits such as Gratuity and leave encashment for employees on cash basis âThe board has to state that due to Company''s Policy of payment on cash basis, the company considering gratuity liability as and when incurred and is giving effect in the year in which it is paid, though next year onwards company is considered payment on accrual basis as per AS-15.Explanation given in notes to accounts which is self explanatory.
RISK MANAGEMENT POLICY
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
COROPRATE SOCIAL RESPONSIBILITY:
Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2015-16, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-IV).
Our Company has formed, an NGO, namely Tirupati foundation in 2006 with office at Visnagar. The company has made expenditure through this NGO of Rs. 10,60,000 (Rupees Ten Lac Sixty Thousand only) towards ration & food kits to widows and distributed books & other study materials to their children. Our Committee has tried their best to justify and comply with section 135 but there is some lower expenditure towards it because the company has identified only 100 widows and anticipating for increase in scope during the next year. Company is increasing its scope in other areas also. Company is committed for such activities and will make its contribution to its society.
CORPORATE GOVERNANCE REPORT:
As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure-V.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âAct'') and Rules made there under, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :
Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with Section 134(3)(m) of the companies Act, 2013 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.
Your Company has taken necessary steps to conserve the energy and to protect the environment. Your company is continuously adapting to the new technology in the related fields of business and thereby striving to optimize customer satisfaction.
FOREIGN EXCHANGE EARNINGS AND OUTGO : Interest credited by the subsidiary Company but not
realized in India.
Foreign Exchange Earnings during the year : Rs. 1,78,82,441 (C. Y.)
Rs. 94,62,030 (P. Y.)
Foreign Exchange Outgo during the year : Rs. Nil
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under applicable provisions of the Companies Act, 2013 and the companies (Management and Administration) Rules, 2014, as amended, is not required to be given as there were no employees coming within the purview of this section.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information obtained by them, your Directors state that -
(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 i.e. at 31st March, 2016 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:
(e) The directors, had 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.
Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
Board has passed resolution for conversion of remaining 37,51,515 warrants into equity shares on 31.05.2016 in third & last tranche and paid up capital will increase from Rs. 14,62,32,550 to 16,49,90,125.
There is no other material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
Declaration Of Independent Directors :-
The company has received declaration from the Independent directors that they meet the criteria of independence as per section 149 of the companies Act, 2013.
Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from its Holding or subsidiary
During the year, Managing directors or whole time directors of the company have not received any commission from the company or from its holding or subsidiary companies.
INSURANCE:
The Company has made necessary arrangements for adequate insuring of interests in various properties. STATEMENT PURSUANT TO SECTION 129 OF THE COMPANIES ACT 2013:
|
1. |
Name of the Subsidiary Company |
Tirupati Development (U) Ltd |
|
2. |
Financial year of the Subsidiary ended on |
31st December, 2015 |
|
3. |
Holding Company''s interest in the Subsidiary |
1380 Equity Share of UGX 1 million each (69%) |
|
4. |
Net aggregate amount of the Profit / (Loss) of the Subsidiary not dealt within the Holding Company''s A/c. |
|
|
(a) For the Current financial year of the Subsidiary Company |
NIL |
|
|
(b) For the previous financial year of the Subsidiary Company |
NIL |
|
|
5. |
Net aggregate amount of the Profit / (Loss) of the Subsidiary dealt within the Holding Company''s A/c. |
|
|
(a) For the Current financial year of the Subsidiary Company |
Rs. -12,88,92,014/- |
|
|
(b) For the previous financial year of the Subsidiary Company |
Rs. 3,39,58,808/- |
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.
BY ORDER OF THE BOARD
For, TIRUPATI SARJAN LIMITED
Place : Ahmadabad [Rajeshbhai Jaswantlal Shah]
Date : 22.06.2016 Chairman
DIN : 00133363
Mar 31, 2014
Dear Members,
TIRUPATISARJAN LIMITED
The Directors have great pleasure in presenting the 19th Annual Report
on business and operations of the Company together with the Audited
statements of Accounts for the financial year ended on 31st March 2014.
FINANCIAL RESULTS:
[Rupees in Lacs]
Financial Year Financial Year
Particulars 2013-14 2012-13
Turnover and Other Income 13016.48 9438.90
Financial Expenses 472.56 381.45
Depreciation 70.04 74.83
Profit before Tax 853.58 548.46
Provision for Taxation (Including 235.95 208.47
deferred tax)
Net Profit after Tax & adjustments 617.63 339.99
Balance carried forward to Balance Sheet 2218.08 1604.49
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended
31st March 2014 is Rs. 13016.48 Lacs as against Rs. 9438.90 Lacs of
the previous year representing an increase of approximately about
37.90% over the corresponding period of the previous year. Net Profit
of the Company for the year under review after considering Depreciation
and Provision for Tax and others is Rs. 617.63 Lacs as against Rs.
339.99 Lacs of the previous year. So there is a increase of 81.66% in
net profits aftertax with compare to F.Y. 2012-13
The increase in turnover is due to increase in government tender orders
and also completion of the existing schemes during 2013-14.
DIVIDEND:
Your Directors have decided to invest the profits earned by the company
in the business keeping in mind the recession in the industry,
therefore have not recommended dividend this year.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58Aof the Companies Act, 1956.
DIRECTORS:
Shri BHAILAL BABULAL SHAH retires by rotation at the ensuing Annual
General Meeting under the erstwhile applicable provisions of the
Companies Act, 1956, being eligible and offering them for appointment,
re-appointed as Director of the company
Shri HARDIKKUMAR MADHUKANT PATEL, was appointed as a Director in casual
vacancy caused by resignation of Shri BABULALISHVARLAL PATEL. Term of
Shri BABULALISHVARLAL PATEL as director expires at this Annual General
Meeting. So, term of Shri HARDIKKUMAR MADHUKANT PATEL is expires in
this Annual General Meeting.
Shri NEHALKUMAR JITENDRABHAI PATEL, was appointed as a Director in
casual vacancy caused by resignation of Shri JITENDRA BABULAL PATEL.
Term of Shri JITENDRA BABULAL PATEL as director expires at this Annual
General Meeting. So, term of Shri NEHALKUMAR JITENDRABHAI PATEL is also
expires in thisAnnual General Meeting.
Shri HARDIKKUMAR MADHUKANT PATEL and Shri NEHALKUMAR JITENDRABHAI PATEL
are directors whose period of office is liable to determination by
retirement of directors by rotation under the erstwhile applicable
provisions of the Companies Act, 1956.
Shri HARDIKKUMAR MADHUKANT PATEL and Shri NEHALKUMAR JITENDRABHAI PATEL
are being eligible and offering themselves for appointment, are
proposed to be appointed as Independent Directors under Section 149 and
all other applicable provisions of the Companies Act, 2013 and as per
Clause 49 of the Listing Agreement, to hold the office upto 2 (Two)
consecutive years for a term up to the conclusion of the 21st Annual
General Meeting of the Company in the calendar year 2016.
Shri JITENDRAKUMAR ISHVARLAL PATEL, Shri JASHWANTBHAI PATEL, Shri
SOMABHAI JETHABHAI PRAJAPATI have been re-appointed as Managing
Director of the company for period of 5 years w.e.f. 1st July, 2013 to
30th June, 2018.
Shri RUCHIR RUSHIKESHBHAI PATEL has been re-appointed for the period of
5 years w.e.f. 29th October, 2014 to 28th October, 2019.
ShriANKIT RAJESH SHAH has been appointed as Whole Time Director of the
company for the period of 5 years w.e.f. 1st August, 2014 to 30th July,
2019.
Monthly remuneration of Shri JITENDRAKUMAR ISHVARLAL PATEL, Shri
JASHWANTBHAI PATEL, Shri SOMABHAI JETHABHAI PRAJAPATI and Shri RUCHIR
RUSHIKESHBHAI PATEL being increased to Rs. 2,00,000/- and Monthly
remuneration ShriANKIT RAJESH SHAH increased to Rs. 1,00,000/-.
AUDITORS ANDAUDITORS'' REPORT:
M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmedabad,
present auditor of the company has shown their un-willingness to be
continue as Statutory auditor of the Company and has provided
resignation Letter to the company.
Therefore, M/s. Sweta Patel & Associates, Chartered Accountants,
Ahmedabad, has been appointed as Statutory Auditors of the Company, in
place of retiring Auditors of the company to hold office until the
conclusion of nest Annual General Meeting.
The Company has received a letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013.
Secretarial Auditor:
In terms of section 204 of the Companies Act, 2013, the Board at its
meeting held on 31st July, 2014 has appointed Shri Maulik Anilkumar
Bhavsar, practicing Company Secretary, Ahmedabad as Secretarial Auditor
of the company, for conducting Secretarial Audit of the company
fortheFY2014-15.
In terms of section 203 of the Companies Act, 2013, the Board of
directors of the company is in search of experienced and qualified
Company Secretary having proper knowledge and well versed with ROC
filing, Listing Agreement, SEBI regulations and other applicable
provisions to the company.
Company has given advertisement in newspapers for appointment of whole
time Company Secretary in the Company. Even though no suitable
candidate is available.
Chief Financial Officer:
In terms of section 203 of the Companies Act, 2013, the Board at its
meeting held on 31s1 July, 2014 has appointed Shri Bharat Amrutlal
Patel, as Chief Financial Officer of the company for the period of 3
years, w.e.f. from 1st August, 2014 to 31st July, 2017.
CORPORATE GOVERNANCE REPORT:
Your Company perceives Corporate Governance as an endeavor for
transparency and a wholehearted approach towards continuous enhancement
of shareholders'' value. Your Company has been complying with the
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement.
A separate report on Corporate Governance along with Auditors''
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Industry structures relating to the Company''s activity is performing
well in economy. Company has obtained and started works for development
of various new projects and Government Tenders on different sites
during the financial year 2013-14. Growth of the Industry is providing
the opportunity to overcome the threat of increasing cost and
competition for the Industry. The Audit Committee of the Company has
regularly reviewed internal Control System of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING ANDOUTGO:
Information pursuant to Section 217(1)(e) of the Companies Act 1956
read with Section 134(3)(m) of the companies Act, 2013 and the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to the foregoing matters is given
hereunder.
a) Conservation of energy : Rs. Nil
b) Technology absorption, research & development : Rs. Nil
c) FOREIGN EXCHANGE EARNINGS AND OUTGO : Interest credited
Company but not realized in India. by the subsidiary
Foreign Exchange Earnings during : Rs. 75,54,658 $ 1,26,163(C.Y.)
the year Rs. 65,68,331 $ 1,20,979 (P.Y.)
Foreign Exchange Outgo during the year : Rs. Nil
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and Accounting Standard of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the notes on accounts for the year under review in respect of Related
Party Transactions, Deferred Tax Liability, etc.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with applicable provisions of the
Companies Act, 2013 and the companies (Particulars of Employees) Rules,
1975, as amended, is not required to be given as there were no
employees coming within the purview of this section.
DIRECTORS''RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, read with section 134(3)(d) of the Companies Act, 2013, the
Directors of your Company confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) The Directors have prepared the accounts on a "going concern
basis".
INSURANCE:
The Company has made necessary arrangements for adequate insuring of
interests in various properties. STATEMENT PURSUANT TO SECTION 129 OF
THE COMPANIES ACT 2013:
1. Name of the Subsidiary Company Tirupati Development (U)
Ltd.
2. Financial year of the Subsidiary 31st December, 2013
ended on
3. Holding Company''s interest in 1380 Equity Share of
the Subsidiary UGX1 million each
(69%)
4. Net aggregate amount of the Profit
/ (Loss) of the Subsidiary not dealt
within the Holding Company''s A/c.
a.) For the Current financial rs 260,87,924 UGX 15,31,26,744
year of the Subsidiary Company
b.) For the previous financial year Rs. (62,38,538) UGX 4,97,32,978
of the Subsidiary Company
5. Net aggregate amount of the Profit
/ (Loss) of the Subsidiary dealt
within the Holding Company''s A/c.
a.) For the Current financial year NIL
of the Subsidiary Company
b.) For the previous financial year NIL
of the Subsidiary Company
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
BY ORDER OF THE BOARD
For, TIRUPATI SARJAN LIMITED
PLACE: VISNAGAR. [Bhailal Babulal Shah]
DATE: 31.07.2014 CHAIRMAN
Mar 31, 2013
Dear Members,
TIRUPATI SARJAN LIMITED
The Directors have great pleasure in presenting the 18th Annual Report
on business and operations of the Company together with the Audited
statements of Accounts for the financial year ended on 31st March 2013.
FINANCIAL RESULTS:
[Rupees in Lacs]
Particulars Financial
Year Financial
Year
2012-13 2011-12
Turnover and Other Income 9438.90 8851.16
Financial Expenses 381.45 229.02
Depreciation 74.83 53.40
Profit before Tax 548.46 648.60
Provision for Taxation
(Including deferred tax) 208.47 213.53
Net Profit after Tax & adjustments 339.99 435.06
Balance carried forward to Balance Sheet 1604.49 1111.45
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended
31st March 2013 is Rs. 9438.90 Lacs as against Rs. 8851.16 Lacs of the
previous year representing an increase of approximately about 6.64%
over the corresponding period of the previous year. Net Profit of the
Company for the year under review after considering Depreciation and
Provision for Tax and others is Rs. 339.99 Lacs as against Rs. 435.06
Lacs of the previous year.
The increase in turnover is due to increase in government tender orders
and also completion of the existing schemes during 2012-13. Though
there is increase in turnover , there is a reduction in net profit due
to increased competition and rise in prices of materials.
DIVIDEND:
Your Directors have decided to invest the profits earned by the company
in the business keeping in mind the recession in the industry,
therefore have not recommended dividend this year.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. Somabhai J. Prajapati, Mr. Natubhai K. Patel and Mr. Sureshbhai H.
Patel, Directors of the Company retire by rotation at the ensuing
annual General Meeting and being eligible, offer themselves for
reappointment.
Mr. Ankit R. Shah was appointed as Additional Director on the Board of
the Company w.e.f. June 13th, 2013. The Company has received notice
under Section 257 of the Companies Act, 1956 from shareholders
proposing the candidature of Mr. Ankit R. Shah as Executive Director of
the Company, liable to retire by rotation along with the prescribed
deposit of Rs. 500.
AUDITORS AND AUDITORS'' REPORT:
M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmedabad,
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for reappointment.
The Company has received a letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
Other observations made by the Auditors'' in their Auditors'' Report and
the Notes on Accounts referred to in the Auditors'' Report are self-
explanatory and do not call for any further comments.
CORPORATE GOVERNANCE REPORT:
Your Company perceives Corporate Governance as an endeavor for
transparency and a wholehearted approach towards continuous enhancement
of shareholders'' value. Your Company has been complying with the
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement.
A separate report on Corporate Governance along with Auditors''
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Industry structures relating to the Company''s activity is performing
well in economy. Company has obtained and started works for development
of various new projects and Government Tenders on different sites
during the financial year 2012-13. Growth of the Industry is providing
the opportunity to over come the threat of increasing cost and
competition for the Industry. The Audit Committee of the Company has
regularly reviewed internal Control System of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information pursuant to Section 217(1)(e) of the Companies Act 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 relating to the foregoing matters is
given hereunder.
a) Conservation of energy : Rs. Nil
b) Technology absorption, research & development : Rs. Nil
c) FOREIGN EXCHANGE EARNINGS AND OUTGO : Interest credited by the
subsidiary
Company but not realized in India. Foreign Exchange Earnings during
the year : Rs. 65,67,331 $ 1,20,979 (C.Y.)
Rs. 51,77,938 $ 1,01,218 (P.Y.)
Foreign Exchange Outgo during the year : Rs. Nil
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and Accounting Standard of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the notes on accounts for the year under review in respect of Related
Party Transactions, Deferred Tax Liability, etc.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
DIRECTORS'' RESPONSIBILITY STATEMENT:
I) Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
ii) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanationrelating to material departures;
iii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for that period;
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the accounts on a "going concern
basis".
INSURANCE:
The Company has made necessary arrangements for adequate insuring of
interests in various properties.
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956:
1. Name of the Subsidiary Company Tirupati Development (U) Ltd
2. Financial year of the Subsidiary ended on 31st December, 2012
3. Holding Company''s interest in the Subsidiary 1380 Equity Share of
UGX 1 million each (69%)
4. Net aggregate amount of the Profit / (Loss) of the Subsidiary not
dealt within the Holding Company''s A/c.
a.) For the Current financial year of the Subsidiary Company Rs.
(62,38,538)
UGX 4,97,32,978
b.) For the previous financial year of the Subsidiary Company Rs.
3,16,73,905
UGX 38,40,31,848
5. Net aggregate amount of the Profit / (Loss) of the Subsidiary dealt
within the Holding Company''s A/c.
a.) For the Current financial year of the Subsidiary Company NIL
b.) For the previous financial year of the Subsidiary Company NIL
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
PLACE : VISNAGAR. BY ORDER OF THE BOARD
DATE : 13.06.2013 For, TIRUPATI SARJAN LIMITED
[JITENDRAKUMAR ISHVARLAL PATEL]
CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2012
To The Members of TIRUPATI SARJAN LIMITED
The Directors have great pleasure in presenting the 17th Annual Report
on business and operations of the Company together with the Audited
statements of Accounts for the financial year ended on 31st March 2012.
FINANCIAL RESULTS: [Rupees in Lacs]
Particulars Financial Year Financial Year
2011-12 2010-11
Turnover and Other Income 8851.16 7690.70
Financial Expenses 229.02 111.64
Depreciation 53.40 35.38
Profit before Tax 648.60 610.18
Provision for Taxation
(Including deferred tax) 213.53 205.44
Net Profit after Tax &
adjustments 435.06 406.03
Balance carried forward to
Balance Sheet 1111.45 830.32
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended
31st March 2012 is Rs. 8851.16 Lacs as against Rs. 7690.70 Lacs of the
previous year representing an increase of approximately about 15.09%
over the corresponding period of the previous year. Net Profit of the
Company for the year under review after considering Depreciation and
Provision for Tax and others is Rs. 435.06 Lacs as against Rs.406.03
Lacs of the previous year.
The increase in turnover is due to increase in government tender orders
and also completion of the existing schemes during 2011-12.
The company has decided to grow in the coming year and for that purpose
the targets have been set up and steps are being taken to complete the
targets. The Company has increased its activities in infrastructure and
government contract during the year and also ongoing Governments
contracts are being implemented successfully. The Company hopes to
maintain the same steady growth and the profitability during the coming
year. It is the vision of the company to maximize the wealth of the
share holders of the company in coming years.
With the growth of the Indian economy and the resulting increase in
corporate and consumer incomes, as well as foreign investment, the
company sees significant opportunities for growth in its primary
businesses. The Company's mission is to build a world-class real estate
development Company with the highest standards of professionalism,
ethics and customer service and to thereby contribute to and benefits
from the growth of the Indian economy.
DIVIDEND:
Your Directors have recommended a dividend @11 % on equity shares i.e.
Re. 0.55 per share on the 24004000 equity shares of Rs.5/- each fully
paid-up for the financial year ended March 31, 2012, subject to
approval of the Members at the ensuing Annual General Meeting.
Accordingly the dividend has increased from Rs. 120.02 Lacs for
F.Y.2010-11 to Rs.132.02 lacs for F.Y.2011-12.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. Chandrakant T. Patel, Mr. Jashwant K. Patel and Mr. Jitendra
Ishwarlal Patel, Directors of the Company are retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
reappointment.
Mr. Soham Babubhai Patel has been appointed as an Additional Director
(Independent) of the Company w.e.f. 31.01.12 and holds office up to the
ensuing AGM.The Company has received notice under Section 257 of the
Companies Act, 1956, from shareholders proposing the candidature of Mr.
Soham Babulal Patel as Non-Executive Independent Director of the
Company, liable to retire by rotation along with the prescribed deposit
of Rs.500.
AUDITORS AND AUDITORS' REPORT:
M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmadabad,
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for reappointment.
The Company has received a letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
The Auditors of the Company have raised a qualification regarding
default in repayment of loan in point 11 of Annexure to their audit
report for the year ended 31st March 2012.
It is hereby clarified that the manager incharge was under an
impression that the loan was supposed to be paid as and when demanded.
So till 31st March 2012, the amount of Rs. 1.20 Lacs was unpaid. The
same has been fully repaid immediately when it came to the notice of
the management. Also please note that the above mentioned qualification
has no impact on the profit or loss of the company.
Other observations made by the Auditors' in their Auditors' Report and
the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and Accounting Standard of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the notes on accounts for the year under review in respect of Related
Party Transactions, Deferred Tax Liability, etc.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
CORPORATE GOVERNANCE REPORT:
Your Company perceives Corporate Governance as an endeavor for
transparency and a wholehearted approach towards continuous enhancement
of shareholders' value. Your Company has been complying with the
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement. Further, the Board of Directors of your Company
constituted a Committee known as Corporate Governance Committee, which
recommends the best practices in the Corporate Governance.
A separate report on Corporate Governance along with Auditors'
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Industry structures relating to the Company's activity is performing
well in economy. Company has obtained and started works for development
of various new projects and Government Tenders on different sites
during the financial year 2011-12. Growth of the Industry is providing
the opportunity to over come the threat of increasing cost and
competition for the Industry. The Audit Committee of the Company has
regularly reviewed internal Control System of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information pursuant to Section 217(1)(e) of the Companies Act 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 relating to the foregoing matters is
given hereunder.
a) Conservation of energy : Rs. Nil
b) Technology absorption,
research & development : Rs. Nil
c) FOREIGN EXCHANGE EARNINGS
AND OUTGO : Interest credited
by the subsidiary Company
but not realized in India.
Foreign Exchange
Earnings during the year : Rs. 51,77,938 $ 1,01,218 (C.Y.)
Rs. 40,46,697 $ 89,148 (PY.)
Foreign Exchange Outgo during
the year : Rs. Nil
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) The Directors have prepared the accounts on a "going concern
basis".
INSURANCE:
The Company has made necessary arrangements for adequate insuring of
interests in various properties.
ABRIDGED FINANCIAL STATEMENTS:
In terms of the provisions of Section 219(1 )(b)(iv) of the Companies
Act, 1956, the Board of directors have decided to circulate the
abridged annual report containing salient features of the balance sheet
and profit and loss account to the shareholders for the financial year
2011-12. Full version of the annual report will be available on
Company's website www.tirupatisarjan.com and will also be made
available to investors upon request.
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956:
1. Name of the Subsidiary
Company Tirupati Development (U) Ltd
2. Financial year of the
Subsidiary ended on 31st December, 2011
3. Holding Company's interest
in the Subsidiary 1380 Equity Share of UGX 1 million
each (69%)
4. Net aggregate amount of the
Profit / (Loss) of the
Subsidiary not
dealt within the Holding
Company's A/c.
a) For the Current financial
year of the Subsidiary
Company Rs. 1,19,31,924
UGX 55,65,67,000
b) For the previous financial
year of the Subsidiary
Company Rs. (4,54,31,686.94)
UGX 343,756,221.15
5. Net aggregate amount of
the Profit / (Loss) of
the Subsidiary dealt
within the Holding
Company's A/c.
a) For the Current financial
year of the Subsidiary
Company NIL
b) For the previous
financial year of the
Subsidiary Company NIL
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
BY ORDER OF THE BOARD
For, TIRUPATI SARJAN LIMITED
PLACE : VISNAGAR
[JITENDRA I. PATEL]
DATE : 17.08.2012 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2011
Dear Members,
TIRUPATI SARJAN LIMITED
The Directors have great pleasure in presenting the 16th Annual Report
on business and operations of the Company together with the Audited
statements of Accounts for the financial year ended on 31st March 2011.
FINANCIAL RESULTS:
[Rupees in Lacs]
Particulars Financial Financial
Year Year
2010-11 2009-10
Turnover and Other Income 7690.70 3591.99
Financial Expenses 105.88 53.81
Depreciation 35.38 20.13
Profit before Tax 610.18 468.90
Provision for Taxation (Including
deferred tax) 205.44 92.31
Net Profit after Tax & adjustments 406.03 375.46
Balance carried forward to Balance
Sheet 1369.90 1104.50
OPERATIONS REVIEW:
Income from Operations and Other Income during the financial year ended
31st March 2011 is Rs.7690.70 Lacs as against Rs.3591.99 Lacs of the
previous year representing an increase of approximately about 114.11%
over the corresponding period of the previous year. Net Profit of the
Company for the year under review after considering Depreciation and
Provision for Tax and others is Rs.406.03 Lacs as against Rs.375.46
Lacs of the previous year. The net profit after tax has not increased
as compared to the previous year figures because of the increased
income tax liabilities on account of withdrawal of deduction under
Income Tax Act.
The increase in turnover is due to increase in government tender orders
and also completion of the existing schemes during 2010-11.
The company has decided to grow in the coming year and for that purpose
the targets have been set up and steps are being taken to complete the
targets. The Company has increased its activities in infrastructure and
government contract during the year and also ongoing Governments
contracts are being implemented successfully. The Company hopes to
maintain the same steady growth and the profitability during the coming
year. It is vision of the company to maximize the wealth of the share
holders of the company in coming years.
With the growth of the Indian economy and the resulting increase in
corporate and consumer incomes, as well as foreign investment, the
company sees significant opportunities for growth in its primary
businesses. The Company's mission is to build a world-class real estate
development Company with the highest standards of professionalism,
ethics and customer service and to thereby contribute to and benefits
from the growth of the Indian economy.
DIVIDEND:
Your Directors have recommended a dividend @10% on equity shares i.e.
50 paise per share on the 24004000 equity shares of Rs.5/- each fully
paid-up for the financial year ended March 31, 2011, subject to
approval of the Members at the ensuing Annual General Meeting.
Accordingly the dividend has increased from Rs. 71.43 Lacs for
F.Y.2009-10 to Rs.120.02 lacs for F.Y.2010-11 .
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. Babubhai Ishwarlal Patel and Mrs. Alka Rajesh Shah, Directors of
the Company are retires by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for reappointment.
Mr. Ruchirkumar Rushikesh Patel has been appointed as Whole-time
Director of the Company w.e.f. 29.10.2010.
Mr. Rushikesh Ganeshbhai Patel has resigned as Managing Director from
the Board w.e.f. 29.10.2010. The Board placed on record its deep sense
of appreciation for the invaluable contribution made by him during
their tenure as Managing Director of the Company.
AUDITORS AND AUDITORS' REPORT:
M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmedabad,
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for reappointment.
The Company has received a letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
The observations made by the Auditors' in their Auditors Report and the
Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and Accounting Standard of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the notes on accounts for the year under review in respect of Related
Party Transactions, Deferred Ta x Liability, etc.
CORPORATE GOVERNANCE REPORT:
Your Company perceives Corporate Governance as an endeavor for
transparency and a wholehearted approach towards continuous enhancement
of shareholders' value. Your Company has been complying with the
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement. Further, the Board of Directors of your Company
constituted a Committee known as Corporate Governance Committee, which
recommends the best practices in the Corporate Governance.
A separate report on Corporate Governance along with Auditors'
Certificate on compliance with the Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
INSURANCE:
The Company has made necessary arrangements for adequate insuring of
interests in various properties.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
MANAGEMENT DISCUSSION AND ANALYSIS:
Industry structures relating to the Company's activity is performing
well in economy. Company has obtained and started works for development
of various new projects and Government Tenders on different sites
during the financial year 2010-11. Growth of the Industry is providing
the opportunity to over come the threat of increasing cost and
competition for the Industry. The Audit Committee of the Company has
regularly reviewed internal Control System of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information pursuant to Section 217(1)(e) of the Companies Act 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 relating to the foregoing matters is
given hereunder.
a) Conservation of energy Rs. Nil
b) Technology absorption, research
& development Rs. Nil
c) FOREIGN EXCHANGE EARNINGS AND
OUTGO Interest credited by the
subsidiary company but not
realized in India. Foreign
Exchange
Earnings during the year Rs. 40,46,697 $ 89,148
P. Y. Rs. 1,83,38,451 $4,07,297
Foreign Exchange Outgo during the
year Rs. Nil
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) the Directors have prepared the accounts on a "going concern
basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
On and behalf of the Board
For, Tirupati Sarjan Limited
[Jashwantbhai K. Patel]
Managing Director
Place Ahmedabad
Date 24.08.2011
Mar 31, 2010
The Directors have great pleasure in presenting the 15th Annual Report
together with the Audited Statements of Accounts of your Company for
the financial year ended on 31st March 2010.
FINANCIAL RESULTS:
[Rupees in Lacs]
Particulars Financial Year 09-10 Financial Year 08-09
Total Sales & Other Income 3591.99 3352.08
Financial Expenses 53.80 86.46
Depreciation 20.13 18.97
Profit before Tax 468.90 245.66
Provision for Income Tax 93.44 27.83
Net Profit after Tax 375.46 211.26
Balance carried forward to Balance 1155.34 821.32
Sheet
OPERATIONS REVIEW:
The turnover of the Company is increased by Rs.67.66 lacs as compared
to previous year turnover, this mainly due to the successful completion
of the Government contracts received during the previous year. Your
company is poised to participate in any new contracts, which might come
its way with all its know-how and years of experience. The company has
also devised aggressive marketing drives to capture new markets and
simultaneously added on competent human resources to adequately equip
it self to tackle the increased work areas. The management is hopeful
of achieving new heights of profitability and prosperity in the coming
year also.
The Company has increased its activities in infrastructure and
government tenders during the year. And also ongoing Governments
contracts are being implemented successfully. The Company hopes to
achieve 100 % growth in turnover and also increase in the profitability
during the coming year also.
DIVIDEND:
Your Directors have proposed dividend 6 % on equity shares of the
Company for the financial year- 2009-10, over and above the interim
dividend of 6 % declared during the year.
ISSUE OF BONUS SHARES, SPLIT/SUB-DIVISION OF SHARES AND INCREASE IN
AUTHORISED CAPITAL:
The Board of Director, at its meeting held on August, 5, 2010, has
decided to issue fully paid up bonus share to the member of the company
in ratio of one equity share for every one equity share held by
members, by capitalizing on amount of Rs.6,00,10,000/- from the Reserve
and surplus account of the Company.
The Board of Directors, at its Board meeting has also recommended
split/ sub-division of the face value of equity shares of the Company
from Rs.10/- each into 2 (Two) equity shares of the face value of Rs.
5/- each in order to improve the liquidity of the Equity Shares with
higher floating stock in absolute numbers and to make the Equity Shares
more affordable to the investors and this will facilitate the small
investors to purchase the shares of the Company.
The issue of the bonus shares as well as split/ sub- division will be
subject to the approval of the members at the forthcoming Annual
General Meeting. If the bonus issue and split/ sub- division is
approved be the Members, the bonus shares and split/ sub- division of
share will be issued to the members, whose name appear in the Register
of Members on the Record Date to be fixed by the Board of Directors in
this regard.
To facilitate the issue of additional shares resulting from the bonus
issue and split/ sub- division, your director propose an increase in
the Authorized Share Capital of the Company from Rs. 7 Crores to Rs.15
Crores.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. Bhailal B. Shah and Mr. Jitubhai B. Patel, Directors of the Company
are retires by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment.
Mr. Rushikesh G. Patel is appointed as Director of the Company w.e.f.
01.01.2010 by the Board, subject to approval of the members in the
forthcoming AGM.
Smt. Minaben R. Patel has been resigned as Whole-time Director from the
Board effective January 1, 2010
The Board placed on record its deep sense of appreciation for the
invaluable contribution made by Smt. Minaben R. Patel during their
tenure as Whole-time Director of the Company.
AUDITORS:
Auditors of the Company, M/s. Rajesh J. Shah & Associates, Chartered
Accountants, Ahmedabad retire at the ensuing Annual General Meeting of
the Company and are eligible for reappointment. The Shareholders are
requested to appoint them as auditors and fix their remuneration.
AUDITORS REPORT:
The observations made by the Auditorsà in their Auditorsà Report and
the notes appearing in the accounts with regard to it are
self-explanatory and do not requires further clarification by the
Board.
ADDITIONAL DISCLOSURES:
In line with the requirements of the Listing Agreement with the Stock
Exchanges and Accounting Standard of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
the notes on accounts for the year under review in respect of Related
Party Transactions, Deferred Tax Liability, etc.
CORPORATE GOVERNANCE REPORT:
Your Company perceives Corporate Governance as an endeavor for
transparency and a wholehearted approach towards continuous enhancement
of shareholdersà value. Your Company has been complying with the
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement. Further, the Board of Directors of your Company
constituted a Committee known as Corporate Governance Committee, which
recommends the best practices in the Corporate Governance.
A separate report on Corporate Governance along with Auditors
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
INSURANCE:
The Company has made necessary arrangements for adequate insuring of
interests in various properties.
MANAGEMENT DISCUSSION AND ANALYSIS:
Industry structures relating to the Companys activity is performing
well in economy. Company has obtained and started works for
development of various new projects and Government Tenders on different
sites during the financial year 2009-10. Growth of the Industry is
providing the opportunity to over come the threat of increasing cost
and competition for the Industry. The Audit Committee of the Company
has regularly reviewed internal Control System of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information pursuant to Section 217(1)(e) of the Companies Act 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 relating to the foregoing matters is
given hereunder.
a) Conservation of energy : Rs. NIL
b) Technology absorption, research & development : Rs. NIL
c) FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings during the year : Rs. NIL
Foreign Exchange Outgo during the year : Rs. NIL
DIRECTORSÃ RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) the Directors have prepared the accounts on a "going concern
basis".
ACKNOWLEDGEMENT:
Your Directors acknowledge their unmatched valuable contribution and
appreciate the co-operation received from the bankers, customers and
financial institutions for their continued assistance and support
extended to the Company.
Your Directors also express their appreciation to all the employees of
the Company for their sustained contribution throughout the period.
Yours Directors wish to thank the shareholders for their continued
support, encouragement and the confidence reposed in the Management.
BY ORDER OF THE BOARD
FOR, TIRUPATI SARJAN LIMITED
PLACE: VISNAGAR.
DATE: 05.08.2010
[CHANDRAKANT T. PATEL]
MANAGING DIRECTOR
Regd. Office:
5, M. K. Patel Market,
Kansa Char Rasta, Visnagar-384315,
Gujarat, India.
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Stocks To Buy Today, Dec 22: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
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Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each
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