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Company Information

Home » Market » Company Information

Tirupati Forge Ltd.

Tirupati Forge Ltd. is not traded in BSE
Nov 26
10.20 -0.30 ( -2.86 %)
 
VOLUME : 96971
Prev. Close 10.50
Open Price 10.50
TODAY'S LOW / HIGH
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10.80
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Market Cap. ( ₹ ) 99.96 Cr. P/BV 4.81 Book Value ( ₹ ) 2.12
52 Week High/Low ( ₹ ) 17/2 FV/ML 2/1 P/E(X) 255.00
Bookclosure 09/10/2021 TTM EPS ( ₹ ) 0.12 Div Yield (%) 0.20
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

Dear Fellow Share Owners TIRUPATI FORGE LIMITED

The Directors have pleasure in presenting 6th Annual Report along with the Audited Standalone Financial Statements for the year ended on March 31,2018.

The Financials of the Company for the year ended on March 31,2018 is summarized as under:

(Amount in Rs.)

Sr. No.

Particulars

F.Y. 2017-18

F.Y. 2016-17

1.

Revenue from Operations

20,79,07,254

16,09,99,515

2.

Other Income

12,81,770

19,34,550

3.

Total Revenue

20,91,89,024

16,29,34,065

4

Cost of Materials Consumed

11,79,65,703

9,78,75,925

5.

Purchase of Stock in Trade

17,28,193

0

6.

EXPENSES

Changes in inventories

(1,70,154)

(14,05,675)

Work In Progress & By Products Finished goods

(1,03,14,125)

(15,00,605)

7.

Employees Benefit Expenses

1,14,39,773

74,56,265

8.

Finance Costs

25,77,292

46,90,977

9.

Depreciation and Amortization Expenses

87,80,699

89,64,860

10.

Other Expenses

5,58,71,689

3,97,41,880

11.

Total Expenses

18,78,79,071

15,58,23,626

12.

Profit Before Tax

2,13,09,953

71,10,439

13.

Tax Expenses

Current Tax

62,59,972

23,25,000

Deferred Tax

(4,02,600)

(15,79,00)

14.

Total Tax Expenses

58,57,372

21,67,100

15.

Profit After Tax

1,54,52,581

49,43,339

16.

Earnings Per Share (EPS)

3.57

1.97

OPERATIONAL RESULTS AND STATE OF COMPANY’S AFFAIRS

The Highlights of Company's performance for the year ended on March 31,2018: Total Revenue from Operations increased from Rs. 16,09,99,515/- of previous F.Y 2016-17 to Rs. 20,79,07,254/- of the reporting financial year.

- Total Expenses has increased from Rs. 15,58,23,626/- of previous financial year to Rs. 18,78,79,071/- of the reporting financial year.

- Profit before exceptional & extra-ordinary items and tax increased from Rs. 71,10,439/- of previous F.Y. 2016-17 to Rs. 2,13,09,953/- of reporting financial year.

- Net Profit increased by from Rs. 49,43,339/- of previous F.Y. 2016-17 to Rs. 1,54,52,581/- of reporting financial year.

- Earnings per Share (EPS) for the F.Y. 2017-18 is Rs. 3.57/- as compared to Rs. 1.97/- of F.Y. 2016-17.

FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

During the year under Report, the Company came up with Initial Public Offer (IPO) and listed its Equity Shares on Emerge Platform of National Stock Exchange of India Ltd. (NSE EMERGE) on Thursday, October 12, 2017. The Company has used the proceeds received from Initial Public Offer (IPO) for repayment of Term Loan and other general corporate purpose and meeting of issue expenses.

Report under review projected Total Revenue of Rs. 20,91,89,024/- for the year ended on March 31,2018 as compared to Rs. 16,29,34,065/- for the previous financial year 2016-17 which shows an approximate increase of 28.39%. The Total Expenditure including depreciation incurred during the year is Rs. 18,78,79,071/- as against the amount of Rs. 15,58,23,626/- during previous financial year. The Company has earned Net Profit of Rs. 1,54,52,581/- in the financial year under review while Net Profit for the previous financial year was recorded at Rs. 49,43,339/-. During F.Y. 2017-18, the Net Profit of the Company has increased by 212.59% approximately.

DECLARATION OF DIVIDEND AND TRANSFER TO RESERVES

With a view to plough back of profits and using Net Profit for liquidity purpose and day-to-day operational activities, your Board of Directors does not recommend any dividend for the F.Y. 2017-18. Further, no amount has been transferred to the Reserves during the year under review.

CHANGE IN THE NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company

SHARE CAPITAL

Authorised Share Capital

During the year under review, the Company has increased its Authorised Share Capital FROM Rs. 80,00,000/- (Rupees Eighty Lacs Only) divided into 8,00,000 (Eight Lacs) Equity Shares of Rs. 10/-(Rupees Ten) each TO Rs. 7,00,00,000/- (Rupees Seven Crore Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each by passing an Ordinary Resolution at an Extra Ordinary General Meeting of the Members of the Company which was held on Thursday, June 8, 2017 at the Registered Office of the Company.

Paid-Up Share Capital

The paid-up Share Capital of the Company has been increased FROM Rs. 78,50,000/- (Rupees Seventy Eight Lacs and Fifty Thousand Only) divided into 7,85,000 (Seven Lacs and Eighty Five Thousand) Equity Shares of Rs. 10/- each as on March 31, 2017 TO Rs. 5,81,20,000/- (Rupees Five Crore Eighty One Lacs and Twenty Thousand Only) divided into 58,12,000 (Fifty Eight Lacs and Twelve Thousand) Equity Shares of Rs. 10/- each as on March 31, 2018.

ISSUE OF BONUS SHARES

During the year under review, the Company had issued 17,27,000 (Seventeen Lacs Twenty Seven Thousand) Equity Shares as Bonus Shares to the existing Shareholders of the Company in the ratio 22:10 [i.e. 22 (Twenty Two) fully paid equity shares of Rs. 10/- (Rupees Ten) each for each 10(Ten) fully paid equity shares held by the existing shareholder] by way of passing a Special Resolution at an Extra Ordinary General Meeting of the Members of the Company which was held on Sunday, June 25,2017.All Bonus Shares issued ranked paripassu with existing equity shares of the Company.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

The Company, pursuant to the provisions of Section 14 of the Companies Act, 2013 and all other applicable provisions, changed the its status from Private Limited Company to Public Limited Company by passing a Special Resolution at an Extra-Ordinary General Meeting which was held on Monday, July 31, 2017. Consequently, the name of the Company changed from "Tirupati Forge Private Limited" to "TIRUPATI FORGE LIMITED" and a fresh certificate of incorporation consequent upon Conversion of Private Company to Public Limited dated August 11, 2017 was issued by Registrar of Companies, Gujarat Dadra and Nagar Haveli. Further, it had adopted new set of Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 & Rules made there under and also with the requirements of SEBI Act/Regulations as are applicable to a Public Limited Company.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

Pursuant to Sections 42 & 62 of the Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company had offered, issued and allotted 15,00,000 (Fifteen Lacs) Equity Shares of Rs.10/-( Rupees Ten Only) each at a premium of Rs. 1 /- (Rupee One Only) aggregating Rs. 1,65,00,000/- (Rupees One Crore Sixty-Five Lacs Only) considering 30*June, 2017 as relevant Date for Preferential Issues to Promoters, Promoters Group and Others.

The Company accorded approval from the Members of the Company by way of a Special Resolution passed at an Extra-Ordinary General Meeting which was held on Monday, July 31, 2017.

LISTING INFORMATION

The Equity Shares of the Company got listed on Emerge Platform of National Stock Exchange of India Limited. (NSE EMERGE) and the Equity Shares of the Company are available for trading from Thursday, October 12,2017 onwards.

Name and Address of Stock Exchange

Script Symbol

NSE EMERGE

National Stock Exchange of India Limited (NSE)

"Exchange Plaza", Bandra -Kurla Complex,

Bandra (E), Mumbai - 400 051.

TIRUPATIFL*

Maharashtra India

https://www.nseindia.com/emerge/

Script Symbol of the Company at the time of listing of Equity Shares of the Company (i.e. October 12,2017) was "FORGE". Later, the Company had changed its Script Symbol from "FORGE" to "TIRUPATIFL" w.e.f. Monday, January 15,2018.

The Company brought an initial public offer of 18,00,000 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 29/- per equity share, including a share premium of Rs. 19/- per equity share (the "Issue Price"), aggregating Rs. 522.00 lacs ("The Issue"), of which 92,000 equity shares of face value of rs. 10/- each for cash at a price of Rs. 29/- per equity share, aggregating Rs. 26.68 lacs was reserved for subscription by the market maker to the issue (the "market maker reservation portion"). The issue less market maker reservation portion i.e. issue of 17,08,000 equity shares of face value of Rs. 10 each for cash at a price of Rs. 29/- per equity share, aggregating Rs. 495.32 lacs was referred as the "net issue". The issue and the net issue constituted 30.97% and 29.39% respectively of the fully diluted post issue paid up equity share capital of the Company. The proceeds from Initial Public Offer (IPO) is Rs. 4,66,04,927/- (Rupees four Crores Sixty Six Lacs Four Thousand Nine Hundred and Twenty Seven) [net of issue expenses].

Particulars

Details of Equity Shares

Pre and Post Issue Equity Shares

Equity Shares outstanding prior to the Issue

40,12,000 Equity Shares

Equity Shares outstanding after the Issue

58,12,000 Equity Shares

The Company intended to utilize the net proceeds from Issue towards the following objects:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following were the Directors and Key Managerial Personnel of the Company as on March 31, 2018:

Sr.

No.

Name of persons

Designation

Directors Identification Number (DIN)

Date of Appointment

1.

Mr. Hiteshkumar G. Thummar

Chairman & Managing Director

02112952

25/03/2017

2.

Mr. Ajay V. Sardhara

Whole Time Director

06386557

15/09/2012

3.

Mr. Bhavesh T. Barsiya

Director

05332180

17/08/2012

4.

Mrs. Darshna H. Thummar

Non Executive and Non Independent Director

07869257

31/07/2017

5.

Mr. Ramesh M. Patel

Independent

Director

02738359

31/07/2017

6.

Mr. Sachin P. Ravani

Independent

Director

07874835

31/07/2017

7.

Mr. Atul L. Natu

Chief Financial Officer

N.A.

10/06/2017

8.

Ms. Banashri H. Joshi

Company Secretary & Compliance Officer

N.A.

27/07/2017

Mr. Bhavesh Barisya, Director [DIN: 05332180] is liable to retire by rotation at the ensuing Annual General Meeting pursuant to Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association (AoA) of your Company and being eligible has offered himself for re-appointment subject to approval of the Members in the ensuing AGM. The Independent Directors of the Company are not liable to retire by rotation.

All the Directors of the Company have confirmed that they are not disqualified from being appointed in terms of Section 164 of the Companies Act, 2013.

COMMITTEES OF BOARDS

The Board of Directors, in line with the provisions of the Act, has formed following Committees:

a. Audit Committee

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting.

Recommendations of Audit Committee have been accepted by the Board wherever/whenever given.

b. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee Meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

c. Stakeholders' Relationship Committee

The Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares;Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Company had received one complaint from a shareholder during the quarter starting from October 1,2017 to December 31,2017 which was resolved by the end of the said quarter. There are no complaints pending as on March 31,2018.

d. Complaints Committee for Sexual Harassment Complaints Redressal

To foster a positive workplace environment, free from harassment of any nature, we have constituted a Complaints Committee for Sexual Harassment Complaints Redressal, through which we address complaints of sexual harassment at the all workplaces of the Company. The Complaints Committee is responsible for investigating every formal written complaint of sexual harassment, taking appropriate remedial measures to respond to any substantiated allegations of sexual harassment and Discouraging & preventing employment - related sexual harassment. In conclusion, the Company reiterates its commitment of providing its employees, a workplace free from harassment / discrimination and where every employee is treated with dignity and respect.

During the year under review, there were no incidences of sexual harassment reported.

NUMBER OF MEETINGS OF BOARDS OF DIRECTOR

The Board of Directors of the Company met for 17 (Seventeen) times during the fiscal 2017-18 and requisite quorum was present in all the meetings; the details of which are as under:

Sr. No.

Date of Meeting

Total No. of Directors as on the date of the Meeting

No. of Directors who attended Meeting

1.

14/04/2017

3

3

2.

08/05/2017

3

3

3.

10/05/2017

3

3

4.

28/05/2017

3

3

5.

10/06/2017

3

3

6.

20/06/2017

3

3

7.

25/06/2017

3

3

8.

30/06/2017

3

3

9.

27/07/2017

3

3

10.

01/08/2017

6

5

11.

03/08/2017

6

6

12.

17/08/2017

6

6

13.

18/09/2017

6

6

14.

20/09/2017

6

5

15.

10/10/2017

6

5

16.

26/12/2017

6

6

17.

15/03/2018

6

5

NUMBER OF MEETINGS OF BOARD COMMITTEES

Meetings and Attendance Records of Audit Committee

Sr. No.

Date of Meeting

Total No. of Directors of the Committee

No. of Directors who attended the Meeting

1.

18/09/2017

3

3

2.

15/12/2017

3

3

3.

06/03/2018

3

3

Meetings and Attendance Records of Nomination & Remuneration Committee:

Sr. No.

Date of Meeting

Total No. of Directors of the Committee

No. of Directors who attended the Meeting

1.

25/08/2017

3

3

2.

06/11/2017

3

2

3.

08/01/2018

3

2

Meetings and Attendance Records of Complaints Committee for Sexual Harassment Complaints Redressal:

Sr. No.

Date of Meeting

Total No. of Directors of the Committee

No. of Directors who attended the Meeting

1.

21/08/2017

3

2

2.

20/10/2017

3

2

3.

12/01/2018

3

3

Meetings and Attendance Records of Independent Directors' Meeting

Sr. No.

Date of Meeting

Total No. of Directors of the Committee

No. of Directors who attended the Meeting

1.

30/12/2017

3

3

2.

30/03/2018

3

3

Meetings and Attendance Records of Independent Directors' Meeting:

Sr. No.

Date of Meeting

Total No. of Directors of the Committee

No. of Directors who attended the Meeting

1.

05/12/2017

2

2

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed and there were no 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 as at 31st March, 2018 and of the profit 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 the Companies Act 2013 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 BY INDEPENDENT DIRECTORS

Your Company has received Declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1)(b) of the Listing Regulations (including any statutory modification (s) or re-enactment(s) for the time being in force).

ANNUAL RETURN

The Annual Return as on March 31, 2018 in the prescribed Form No. MGT-7, pursuant to Section 92 of the Companies Act, 2013 and Rule 11 of the Companies (Management and Administration) Rules, 2014 will be available on Company's website at http://www.tirupatiforge.com/file/tirupati-forge-ltd .

PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, the Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE EMERGE) and therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not apply to the Company.

Therefore, the Company need not to give report on compliance of Corporate Governance as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31,2018 to the date of this Report.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at http://www.tirupatiforge.com/file/whistle-blower-policy.pdf.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company during the year under review, have not given loans or made investments or given guarantees or provided securities, directly or indirectly, to any person or body corporate pursuant to the provisions of Section 186 of Companies Act, 2013. Further, it has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate and thus disclosures under Section 186 are not required to be made.

The Company has not advanced any loan to any of its Directors or any other person in whom the Director is interested or given any guarantee or provided any security in connection with any loan taken by him/her in terms of Section 185 of the Companies Act, 2013.

PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES

The Company has entered into related party transaction with Mr. Chunilal M. Sardhara, relative of Director for leasing of property. Further, it has also purchased fixed assets from A-1 Furniture, an entity in which Director has significant influence. Detailed information of mentioned related party transactions are disclosed in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014. Form AOC-2 is enclosed herewith as "Annexure I" which forms part of Directors' Report.

All related party transactions are placed before the Audit Committee and Board for their approval. Omnibus approval of the Audit Committee was obtained for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Related Party Transactions Policy as approved by the Board of Directors has been uploaded on the website of the Company at http://www.tirupatiforge.com/file/related-party-policy.pdf . Members are requested to refer to Note no. 33 & 34 to the financial statement which sets out related party disclosures for the year under review.

AUDIT AND AUDITORS’ REPORT

STATUTORY AUDITORS

Maharishi & Co., Chartered Accountants, [ICAI Firm Registration No. 124872W] were appointed as Statutory Auditors of the Company for the F.Y. 2017-18, to fill casual vacancy caused due to the Resignation of M. B. Sardhara & Associates, Chartered Accountants at the Extra-Ordinary General Meeting (EGM) of the Members of the Company which was held on Friday, February 23, 2018 at the Registered Office of the Company to hold office from the conclusion of the EGM till the conclusion of Annual General Meeting (AGM) to be held in the year 2018 at a remuneration recommended by the Audit Committee and decided by Board of Directors of the Company.

Further, Board of Directors at the Meeting, based on recommendation of Audit Committee, has recommended the appointment of Maharishi & Co., Chartered Accountants [ICAI Firm Registration No. 124872W] as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in the year 2019, at such remuneration as may be recommended by the Audit Committee and decided by the Board of Directors of the Company.

Maharishi & Co., Chartered Accountants [ICAI Firm Registration No. 124872W] have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under section 141(3)(g) of the Act and that they are not disqualified to be appointed as Statutory Auditors, in terms of section 143 of the Act. Members are requested to approve appointment of the proposed Statutory Auditors from the conclusion of ensuing AGM until the AGM to be held in the year 2019, at such remuneration as may be recommended by the Audit Committee and decided by the Board of Directors of the Company.

No adverse remarks, qualifications, reservation or disclaimer is given by the Statutory Auditors of the Company during the year under review that the Board need to reply.

SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Companies Act, 2013 read with Rules made thereunder, the Company has appointed CS Piyush Jethva to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is attached to this Report as "Annexure II".

Secretarial Auditors have observed that the Company had filed some Form with Registrar, with payment of additional fees. Further, they have observed that the Company had not filed Form for creation of charge in favour of ICICI Bank for loan taken against car. The Board would like to clarify that the Company was not having wholetime Company Secretary earlier, and now for the purpose of timely compliance of all laws, the Company had appointed Company Secretary, who is also Company's Compliance Officer. Hence, the Company will file all Forms/ Returns in time in future. Further, as regard to filing of Form for creation of charge, the Company will apply to the Regional Director for condonation of delay in filing of Form and will register the Charge. As regards the payment of stamp duty, the Company had made payment of all duties as on date of this Report. Moreover, as regards, comment of Secretarial Auditors about the compliance of Regulation 29 of SEBI (SAST) Regulations, 2011, management would like to clarify that the Company had not received any intimation from any shareholders regarding his/her shareholding exceeding 5 %. In terms of Regulation 29, it is duty of a person, who acquires more than 5 % shares in Company, to intimate to the Company & Exchange about his such holding. Therefore, there is no noncompliance on part of the Company.

COSTAUDIT

Provisions given under Section 148 of Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014 are not applicable for your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies (Amendment) Act, 2017, every Company having Net worth of Rs. 500 Crore or more OR Turnover of Rs. 1000 Crore or more OR Net Profit of Rs. 5 Crore or more during the immediately preceding financial year (F.Y. 2016-17) shall constitute of Corporate Social Responsibility (CSR). Tirupati Forge Limited does not fall under any criteria as mentioned above and hence provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors.

a) Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

* The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

* A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

* In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b) Policy on remuneration of Directors, KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of Directors, KMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed pay of fixed, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The details of remuneration paid during the financial year 2017-18 to the Directors of the Company is provided in notes forming part of Financial Statements which is the part of this Directors' Report.

RISK MANAGEMENT POLICY

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated below:

A. Conservation of Energy-

1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day to day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

The Company has not taken any step for utilizing alternate source of energy. However, the Company is thinking of installing wind mills near the factory land which shall help to utilize natural resource i.e. wind into energy. The Management shall discuss the pros and cons of establishing the wind mills and soon decide whether the said idea will be fruitful to the Company looking into the size of the business.

3. Capital Investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption-

During the year under report, there has been no transaction of technology absorption and hence no reporting is required.

C. Foreign Exchange Earnings and Outgo-

Particulars

F.Y. 2017-18

F.Y. 2016-17

Foreign Exchange Earnings (in Rs.)

7,10,03,807

4,49,39,529

Foreign Exchange Outgo (in Rs.)

4,13,801

2,75,618

SUBSIDIARY, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

During the year under review, no Company became or ceased to become a Subsidiary, Associate or Joint Venture Company.

DISCLOSURE OF REMUNEARTION

Information pursuant to Section 134(3)(q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended December 31, 2017 and forming part of the Directors' Report for the said financial year is provided in "Annexure -III"

ANNUAL EVALUATION OF DIRECTORS, BOARD AND COMMITTEE PERFORMANCE

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Act.

* The performance of the Board was evaluated by the Board, after seeking inputs from all the Directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

* The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

* The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of Independent Directors was held to evaluate the performance of non-independent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of Executive Directors and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the independent director being evaluated.

REPORT OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

GENERAL DISCLOSURES

1. The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

2. The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

3. The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

4. The Company has not issued any employee stock option during the financial year as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

5. There is no revision in the Board Report or Financial Statement.

APPRECIATION AND ACKNOWLODGEMENTS

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

By and on behalf

TIRUPATI FORGE LIMITED

Hiteshkumar G. Thummar

Chairman & Managing Director

[DIN: 02112952]

Hadamtala (Rajkot)

August 3,2018