| Dear Fellow Members,
The Directors have pleasure in presenting this 30th Annual Report of
your Company together with the Audited Annual Accounts for the
financial year ended 31st March 2014.
Financial Results
The summarized standalone financial performance of the Company for the
financial year ended March 31,2014 as compared to previous year was as
under:
(Rs.in lacs)
Particulars Financial Year
31st March 2014 31st March 2013
Total Income 34077.43 23002.44
Total Expenditure 32980.29 22294.77
Profit / (Loss) Before Tax 1097.14 707.67
Provision for Income Tax 287.26 141.59
MAT Credit 0.00 136.54
Deferred Tax 69.25 212.84
Profit / (Loss) After Tax 740.63 489.78
Transfer to General Reserve NIL NIL
Paid-up Share Capital 2509.98 1515.24
Reserve & Surplus 6937.76 5202.39
Financial Highlights
Your company has registered all around progress during the year under
review. The company is committed to make itself in international
standards of quality, operational performance, efficiency and customer
care. The highlights of our performance for the year 2013-14 are:
- The Gross Turnover of the company for financial year 2013-14
increased to Rs. 34016.65 lac as against Rs. 22,943.25 lac in the
corresponding previous financial year, registering a growth of 48.26%.
- Net Profit after tax has increased from Rs. 489.78 lac in the
financial year 2012-13 to Rs. 740.63 lac in the financial year 2013- 14
registering an increase of 51.22 % due to better sales realization.
- The consolidated revenue from operations of the Company has
increased to Rs. 40,589.23 lac as against Rs. 26,655.41 lac in the
corresponding previous financial year, registering a growth of 52.27%.
- The Consolidated Net Profit after tax has increased from Rs. 851.00
lac in the financial year 2012-13 to Rs. 1366.70 lac in the financial
year 2013-14 registering an increase of 60.60 %
Your Directors are putting in their best efforts to improve the
performance of the Company. The operational performance of the Company
has been comprehensively covered in the Management Discussion and
Analysis Report.
We feel great in experiencing the trust and confidence reposed by our
esteemed shareholders with an increased sense of responsibility, and
assure them that we shall shoulder the same with utmost care and sense
of accountability.
FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY
TIL's business of printing inks is undergoing rapid progress both w r t
growth in share of conventional inks and also w r t growth in
development of new products. Today, TIL is a force to reckon with in
the organized printing ink manufacturing sector (for Gravure &
Flexographic Printing) TIL is also being recognized as quick growing
organization both w r t market penetration and new product
introduction.
TIL's strategy of swift & quick response to understand & address
customer requirements, ensuring customer satisfaction through product
advantages by demonstrating cost effectiveness, ease of operations and
customized results has established it as important player in the
business of liquid printing ink.
TIL has embarked upon the printing sector which has only Global players
as suppliers for printing inputs - UV curable inks for narrow web &
sheet fed & LED curable inks for gravure and flexo applications -
specialties which invariably will offer better & higher margins. This
area of printing is definitely showing high growth rates and great
scope for innovation, thus, providing opportunities for rapid growth .
As per the report by the world known consultants in the packaging field
SMITHERS PIRA, Asia, Africa & Middle East (besides Latin America) will
see a high double digit growth rate during 2012-17 in the printed
packaging sector, thus, justifying efforts and focus of Tirupati Inks
Limited in these markets with Business Development Manager in Place in
Nigeria, subsidiary company in UAE, initiation of business development
in Malaysia and penetrative growth in India & plans to enter GCC
countries
MATERIAL CHANGES ETC.
Except the aforesaid and save as mentioned elsewhere in this Report, no
material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year of the
Company 31st March, 2014 and the date of this Report.
DIVIDEND
The Board of Directors of your Company has decided to retain and plough
back the profits into the business of the Company. Thus no dividend is
being recommended for this year.
PUBLIC DEPOSITS
The Company has not accepted any deposit from public/shareholders in
accordance with section 58A of the Companies Act, 1956 and, as such, no
amount on account of principal or interest on public deposits was
outstanding on the date of the Balance Sheet.
CREDIT RATING
CARE Ratings has assigned credit rating CARE BBB- for Long Term
Facilities and CARE A3 for Short Term Facilities.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors' Report. Having regard to the
provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to all the members of
the Company and others entitled thereto. Any member interested in
obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company.
DIRECTORS
Pursuant to Sections 149, 152 and other applicable provisions, if any,
of the Companies Act, 2013, one-third of such of the Directors as are
liable to retire by rotation, shall retire every year and, if eligible,
offer themselves for re- appointment at every Annual General Meeting.
Consequently, Mr Satya Narain Agarwal, Directors will retire by
rotation at the ensuing Annual General Meeting, and being eligible,
offer himself for re-appointment in accordance with the provisions of
the Companies Act, 2013.
Further as per Section 149(5) of the Companies Act, 2013 the Company is
required to appoint Independent Directors under Section 149(4) within a
period of one year from 1st April, 2014 i.e. the date of commencement
of the said Section and Rules made thereunder. Since the Company had
already appointed Mr Ram Shanker Agarwal and Mr Keshav Behari Lall as
Non-Executive Independent Directors subject to retirement by rotation
in the past, in terms of Companies Act, 1956 and the Listing Agreement.
The Board of Directors in their meeting held on August 13, 2014 after
consideration has recommended to reappoint all the aforesaid Directors
as Non-Executive Independent Directors within the meaning of Section
149 and 152 [including Section 149(10)] of the new Companies Act, 2013
read with Schedule IV attached thereto and Rules made there under, not
subject to retirement by rotation, for a term of 5 (five) consecutive
years.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of companies in
which they hold directorships and memberships/ chairmanships of Board/
Committees, are provided in the Report on Corporate Governance forming
part of the Annual Report.
Your Directors recommend their appointment /re-appointment at the
ensuing Annual General Meeting. CONSOLDATED FINANCIALS
The company has its only Wholly Owned Subsidiary based at DUBAI. In
accordance with the Accounting Standard AS-21 on Consolidated Financial
Statements read with the Accounting Standard AS-23 on accounting for
Investments in Associates notified under Section 211 (3C) of the
Companies Act, 1956 the audited Consolidated Financial Statements are
provided in the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material departure;
b. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2014 and of the profit of the Company for
the period ended on that date;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d. they have prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s Shashi Dinesh & Co., Chartered Accountants, Statutory Auditors of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for re-appointment
as Statutory Auditors for the financial year 2014-15. Pursuant to
Section 141 of the Companies Act, 2013 and relevant Rules prescribed
there under, the Company has received certificate from the Auditors to
the effect, inter-alia, that their re-appointment, if made, would be
within the limits laid down by the Act, shall be as per the term
provided under the Act, that they are not disqualified for such
re-appointment under the provisions of applicable laws and also that
there is no proceeding against them or any of their partners pending
with respect to professional matter of conduct.
AUDITORS' REPORT
Comments made by the Statutory Auditors in the Auditors' Report are
self-explanatory and do not require any further clarification. STOCK
EXCHANGE LISTING
The shares of the company stand listed on BSE Ltd and Delhi Stock
Exchange Ltd. The listing fee for the financial year 2014- 15 has
already been paid to both the Stock Exchanges.
CORPORATE GOVERNANCE
Your Company believes that the great organizations are built on the
foundation of good governance practices. Corporate Governance is all
about effective management of relationship among constituents of the
system, i.e. shareholders, management, employees, customers, vendors,
regulatory and the community at large.
As stipulated under Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report and the Corporate Governance Report had
been incorporated as Separate Section forming part of the Annual
Report.
The compliance report on Corporate Governance and a certificate from
M/s R & D Company Secretaries regarding compliance of the conditions of
Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, is attached herewith and forms part
of this Annual Report.
Certificate from Managing Director and Chief Financial Officer, inter
alia, confirming the correctness of the financial statements,
compliance with Company's Code of Conduct, adequacy of the Internal
Control measures and reporting of matters to the Audit Committee in
terms of Clause 49 of the Listing Agreement with the Stock Exchanges,
is also enclosed as a part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report on financial condition and
results of operations of the Company for the year under review as
required under Clause 49 of the Listing Agreement entered with the
Stock Exchanges is given as separate statement forming part of the
Annual Report.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on date, Tirupati Inks World Wide FZE is the only wholly owned
subsidiary of the company.
In accordance with the general Circular No. 2 and 3 dated 8th February
2011 and 21st February 2011 issued by the Ministry of Corporate
Affairs, Government of India, the Balance Sheet, Statement of Profit
and Loss and other documents of the subsidiary companires are not being
attached with the Balance Sheet of the Company. However the financial
information of the subsidiary companies is disclosed in the Annual
Report in compliance with the said circular. The Company will make
available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary companies.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
a. Conservation of Energy & Technology Absorption:
Information as required under 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, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo, is given
in Annexure A, forming part of this report.
b. Export Activities: The product of the company which is printing ink
was exported to the overseas market. The Company exports the printing
inks to various countries viz., Nigeria, Turkey, Malaysia, Mauritius,
Jordan, Italy, and other Middle East and African countries etc. Our
export revenue from Inks during the year ending March 31, 2014 was Rs.
5222.80 Lacs (FOB value).
ACKNOWLEDGEMENT
Your Directors are grateful and pleased to place on record their
appreciation for the excellent support, trust, guidance and cooperation
extended & reposed by the all its Stakeholders, Employees, Customers,
Financial Institutions and Banks, various Government Departments,
Statutory & Regulatory Bodies and Local Authorities in the Company and
look forward to their continued patronage. The Board also expresses its
appreciation of the understanding and support extended by the
shareholders and employees of the Company.
For and on Behalf of the Board
Of Tirupati Inks Limited
Date : 13th August, 2014 Sanjiv Agrawal
Place: Delhi Chairman and Managing Director
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