Your Directors take pleasure in presenting the 23rd Annual Report together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2024.
STATE OF THE COMPANY’S AFFAIRS & REVIEW OF OPERATIONS:
The Company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and the Company is engaged in the business of manufacturing and selling of Flexible Intermediate Bulk Containers (FIBCs) i.e. large flexible bags and other industrial packaging products such as woven sacks, woven fabric and narrow fabric, tapes in the Indian domestic market and overseas. The Company offer customized products and cater to the bulk packaging solutions of our clients from diverse industries like chemicals, agrochemicals, food mining, waste disposal industry, agriculture industry, lubricants and edible oil by supplying them our FIBC products for transportation purposes and their packaging requirement. The Company offer an alternative for packaging and transportation, streamlining the loading and unloading processes of vessels, containers, or trucks, thereby reducing labor requirements.
The Company offer a wide range of packaging solutions to the clients since we manufacture variety of FIBC bags, woven bags and container liners etc. The Company manufacture FIBC bags for packaging all possible products including, food products, chemicals, minings etc. Our products are logistic solutions for diverse industries and the success of our business does not depend upon a few sectors. We are a one-stop solution to all FIBC packaging needs. For ease of operations and better management and control, The Company manufacture specific products under various Subsidiaries.
Our products are tailored to meet the preferences and demands of our customers. Quality checks are conducted at various stages of production to promptly address any defects or errors. Additionally, rigorous quality testing, including tensile testing, UV testing, surface resistibility testing in Type C, Rig testing, and Drop testing, is carried out to ensure that our products adhere to industry standards for safety, durability, and environmental sustainability before they are delivered to clients.
We have established our services for more than 20 (twenty) years and operate out of five (5) manufacturing units. We operate and manage our business through our subsidiaries viz. Honourable Packaging Private Limited (HPPL), Shree Tirupati Balajee FIBC Limited (STBFL) and Jagannath Plastics Private Limited (JPPL) as well. The Board of Directors is taking all measures to utilize the available resources at the optimum level.
Further Company is in the process of bringing an Initial Public Offering (IPO) through the main board on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) as the Board of Directors decided to raise capital for the growth & development of the company and enhance working capital requirements. Mr. Binod Kumar Agarwal (Promoter of the Company) has consented to participate in the Offer for sale by offering its share to public. For the above mentioned purpose the Company has appointed PNB Investment Services Limited (“PNBISL”) and Unistone Capital Private Limited (“UCPL”) as the book running lead managers to manage the Offer and has entered into an offer agreement dated December 28, 2023 and addendum to the Offer Agreement dated March 07, 2024. The Company has also appointed Link Intime India Private Limited as the registrar to the Offer and has entered into registrar agreement dated December 28, 2023 and addendum to the Registrar Agreement dated March 07, 2024. The Company has filled Draft Red Herring Prospectus (DRHP) dated 20‘ March, 2024 to the Securities Exchange Board of India (SEBI) along with both the Exchanges
i.e., NSE and BSE. 6
There has been no change in the nature of business of the Company during the year.
SUMMARISED PROFIT AND LOSS ACCOUNT (Rs. In Lakhs)
The financial performance of the Company for the financial year ended 31 March, 2024 is summarized below:
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Particulars
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Standalone
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Consolidated
|
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Year ended on
|
Year ended on
|
|
31.03.2024
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31.03.2023
|
31.03.2024
|
31.03 7073
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|
Revenue from Operations (Net)
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35,884.75
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34,631.57
|
53,966.08
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47,543.33
|
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Other Income
|
640.32
|
82.48
|
1,316.03
|
271.12
|
|
Total Income
|
36,525.06
|
34,714.06
|
55,282.11
|
47 814 45
|
|
Total Expenses
|
34,182.75
|
33,486.07
|
50,537.86
|
~ 1 “•‘tj
45,114.14
|
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Profit Before tax
|
2,342.31
|
1,227.99
|
4,744.25
|
2.700 31
|
|
Less:- Current tax
|
631.09
|
303.17
|
1,100.60
|
577.58
|
|
Deferred Tax
(MAT Credit Entitlement)
|
(12.92)
|
42.86
|
(4.58)
40.97
|
78.29 (13 411
|
|
Profit After Tax (PAT)
Other Comprehensive Income
lotal comprehensive income for the vear
Earnings per share (Basic & Diluted)
|
1,724.14
53.82
1,777.96
2.74
|
881.96 90.01
971.97 1.49
|
3,607.27
104.21
3,711.48
5.74
|
2,057.85
161.67
2,219.52
3.48
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COMPANY’S PERFORMANCE:
Standalone Performance
The total revenue from operations was reported at Rs. 35,884.75 Lakhs as against Rs 34 631 57 Lakhs in
The ProfR'ncurred durlng the year was Rs. 2,342.31 Lakhs and Profit after Tax’was Rs 1 724 14
Lakhs. The Eam.ng per Share (“EPS”) was at Rs. 2.74 for the financial year 2023-24.
Consolidated Performance
The total revenue from operations was reported at Rs. 53,966.08 Lakhs as against Rs 4 7543 33 Lakhs in
ThC Profl'|mculJed durmg theyear was Rs- 4.744.25 Lakhs and Profit after Tax was Rs 3 607 27
Lakhs. The Eammg per Share (“EPS”) was at Rs. 5.74 for the financial year 2023-24.
FUTURE PROSPECTS;
freecommPpawJr?Tl,heVieW ^ the,global FIBC sumption market is expected to witness strong growth in
deLnd fromend-users. ’ manUfaCtUrerS are now dlversifyi"g ‘heir product lines to meet the rising
jfcON^n^ ASSOCfATF. AND ,IOINT VENTURE * PRFPA p ax.rvxi
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SHREE TIRUPATI BALAJEE agro TRADING COMPANY LIMITED
............... .......
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r--
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--4........
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........... i
SHREE TIRUPATI BALAJEE FIBC LIMITED
Holding 52.14%
' 1
Vv~- " >
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l|ll i|
JAGANNATH PLASTICS PRIVATE LIMITED
Holding 99.85%
^--—---)
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HONOURABLE PACKAGING PRIVATE LIMITED
Holding 97.73%
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Shree Tirupati Balaiee FIBC Limited (“STBFL”!
STBFL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation dated October 21, 2009 issued by the Registrar of Companies, Gwalior. Later, the company changed its name to Shree Tirupati Balajee FIBC Limited pursuant to its conversion into a public limited company and a fresh certificate of incorporation dated June 09, 2017 was issued. Further, the company listed its securities on the stock exchange. The paid-up equity share capital of the Company is ? 10,13,00,400/-.
Jagannath Plastics Private Limited (“JPPL”1
JPPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation dated March 26, 2004 issued by the Registrar of Companies, Gwalior. The paid-up equity share capital of the Company is ?66,56,850/-.
Honourable Packaging Private Limited (“HPPL”1
HPPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation dated February 11, 2010 issued by the Registrar of Companies, Gwalior. The paid-up equity share capital of the Company is ? 19,80,000 /-.
There was no change in the nature of the business of the subsidiary company. The Company does not have any associate or joint venture during the year 2023-24 as well as none of the Companies which have become or ceased to be its associate or joint venture during financial year.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and Audited Financial Statements of each of its subsidiaries together with the related information, are available on the website of your Company.
In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31st March, 2024 forms part of the Annual Report.
A statement containing the salient features of the financial statements of subsidiary company as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,2014 is attached with financial statements in Form AOC-1 as “Annexure-A”. The particulars of performance of financial position of the aforesaid subsidiary are provided as part of the consolidated financial statements.
CREDIT RATING:
We would like to inform the members that the Infomerics Valuation and Rating Private Limited vide its letter dated 22.02.2024 has affirmed the following ratings to the bank loan facilities of Rs. 130.76/- Crore availed by the Company:
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s.
No.
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Facility
|
Amount (In Cr.)
|
Ratings
|
Previous Rating
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;s
|
Rating Action
|
|
1
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Long Term Bank Facilities
|
130.76
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IVR BBB; Positive (IVR Triple B with Positive Outlook)
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IVR BBB; Stable (IVR Triple B with Stable Outlook)
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Reaffirmed with revision in outlook from Stable to Positive
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| |
Total
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130.76
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DIVIDEND:
In order to conserve cash and ensure liquidity for the operations in the coming years, your’s directors have considered it prudent to not propose any dividend on the shares of the Company for the Financial Year ended on 31st March, 2024.
DIRECTORS’ RESPONSIBILITY STATEMENT:
To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. That in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material deparmcgs ifany;
b. That in such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgments and estimates have been made 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, 2024.
c. That they have 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. That they have prepared the Annual Accounts on a going concern basis;
e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.
f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
SHARE CAPITAL:
The Authorized Share Capital of the Company as on 31st March, 2024 was Rs. 84,00,00,000/- (Rupees Eighty-Four Crore Only) divided into 8,40,00,000 (Eight Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only).
The paid-up Equity Share Capital of the company as on 31st March, 2024 is Rs. 66,82,08,520/- (Rupees Sixty-Six Crore Eighty-Two Lakh Eight Thousand Five Hundred and Twenty only) divided into 6,68,20,852 (Six Crore Sixty-Eight Lakh Twenty Thousand Eight Hundred and Fifty-Two) Equity Shares of Rs. 10/- (Ten)
each.
During the year under review, the Company has made following changes in the Share Capital of the Company:
1. The Company has increased its Authorised Capital from Rs. 6,67,25,000/- (Rupees Six Crore Sixty Seven Lakh Twenty Five Thousand) to Rs. 80,00,00,000 (Rupees Eighty Crore) in the Extra- Ordinary General Meetings held on 07th day of August, 2023 for the future use of such increased capital to infuse fund in the Company.
2. The company has issued Bonus shares of 5,79,00,000 (Five Crore Seventy Nine Lakh) equity shares of Rs. 10 (Rupees Ten) aggregating to Rs. 57,90,00,000 (Rupees Fifty Seven Crore Ninety Lakh Only) on 18th day of August, 2023 in the proportion of 50 (Fifty) new shares for every 1 (One) equity share held on 26th July, 2023 (Record date).
3. Preferential Issue of 17,26,191 Equity Shares at a price of Rs. 42/- (including a premium of Rs. 32/-) per Equity Share of Rs. 10/- on 11th day of September, 2023.
4. Preferential Issue of 14,04,762 Equity Shares at a price of Rs. 42/- (including a premium of Rs. 32/-) per Equity Share of Rs. 10/- on 15th day of September, 2023.
5. Preferential Issue of 21,66,666 Equity Shares at a price of Rs. 42/- (including a premium of Rs. 32/-) per Equity Share of Rs. 10/-on 22nd day of September, 2023.
6. Preferential Issue of 24,65,233 Equity Shares at a price of Rs. 42/- (including a premium of Rs. 32/-) per Equity Share of Rs. 10/-on 14th day of November, 2023.
7. The company in its Board meeting held on 22nd day of November, 2023 decided to dematerialize all its shares and the Company took necessary action for the admission of its Equity shares to the depository system of the Central depository Services (India) Limited (CDSL) and the National Securities Depositories limited (NSDL). For that purpose:
a. The Company has entered into a Tripartite agreement dated November 28, 2023 among the Company, Central Depository Services Limited and Purva Share Registry (India) Private Limited (“Registrar to the Company”).
b. The Company has entered into a Tripartite agreement dated November 29, 2023 among*^Gqmpany
National Securities Depository Limited and Purva Share Registry (India) Private Limited (“Registrar to the Company”).
8. The Company has increased its Authorised Capital from Rs. 80,00,00,000 (Rupees Eighty Crore) to Rs. 84,00,00,000/- (Rupees Eighty-Four Crore Only) in the Extra- Ordinary General Meetings held on 06th day of March, 2024 for funding the increased fund requirements of the Company.
The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity Shares as on 31st March, 2024.
TRANSFER TO RESERVES:
No amount has been transferred to the general reserves for the financial year ended 31st March, 2024. DEPOSITS:
Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with notes annexed thereto and forms an integral part of the financial statements.
CSR INITIATIVES:
The Company s Corporate Social Responsibility (CSR) objective is to actively contribute to society’s wellbeing and support the nation’s development through its various initiatives
In terms of Section 135 and read with Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee and implemented a CSR Policy in compliance with the relevant provisions. CSR Committee of the Board has formed a CSR Policy and the same has been uploaded on the Company’s Website:
https://www.tirupatibalaiee.net/media/1140/corporate-social-responsibility.pdf
The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in “Annexure-B” which is annexed hereto and forms part of the Board’s Report.
OCCUPATIONAL HEALTH &SAFETY (OH&SL
This initiative involved positive engagement of personnel on the plant at every level. With regard to contractor safety, two key areas of focus were identified, namely Facility Management for the contractors’ employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management Program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company’s objectives to ensure ‘Zero Harm’.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAD ACT. 2013:
The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of complaints filed under sexual harassment reported during the year under review.
The detailed Sexual Harassment Policy at the workplace has been uploaded on Company’s Website: frttlisi/./ibalajee.net/media/1148/sexual-harrasment-at-workplace.pdf
RISK MANAGEMENT POLICY:
The company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. This includes an additional oversight on the markets, both domestic and foreign, related to the products, financial risks and controls besides inherent risks associated with the products dealt with by the Company. The major risks identified are systematically addressed through mitigating actions on a continual basis.
In addition, the policies and procedures have been designed to ensure the safeguarding of the Company’s assets; prevention and detection of frauds and errors; accuracy and completeness of the accounting records; and timely preparation of reliable financial information.
The detailed Risk Management Policy has been uploaded on Company’s Website: https://www.tirupatibalaiee.net/media/1240/risk-management-policv.pdf INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:
Your Company s system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable Indian Accounting Standards, the Companies Act, 2013 and Rules made thereunder and all other applicable regulatory/ statutory guidelines etc.
As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has in place Whistle Blower Policy approved by Audit Committee and Board of Directors in compliance with provisions of Section 177 ( 9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The policy provides a mechanism to the Directors and Employees to voice their concerns regarding irregularities in the Company in an effective manner. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
The details of the Vigil Mechanism Policy are posted on the website of the Company. https://www.tirupatibalaiee.net/media/1154/vigil-mechanism-whistle-blower-policv.pdf
DETAILS OF DIRECTORS, THEIR MEETINGS & KEY MANAGERIAL PERSONNEL (KMPs):
1) Composition of Board of Directors as on 31.03.2024
The Board of directors was comprising of total 6 (Six) Directors, which includes 3 (Three) Independent Directors as on 31.03.2024. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.
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flMHRMMK Mr.Ranjan
jtKkBBt M^*ra
Ms. Rishika Singhai (Company Nimisha .4 Agra wal (CFO)
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2) Board Independence
Our definition of ‘Independence’ of Directors is derived from and Section 149(6) of the Companies Act, 2013. The Company is having following Independent Directors as on 31.03.2024;
1. Mr. Amit Bajaj (DIN: 10122918)
2. Mr. Palash Jain (DIN: 08058555)
3. Mrs. Ruchi Joshi Meratia (DIN: 07406575)
As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, who shall be eligible for re-appointment by passing of a special resolution by the Company and shall not be liable to retire by rotation.
3) Declaration by the Independent Directors
The Independent Directors have given declaration of Independence in the first board meeting stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 during the year 2023-24 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(l)(b) of the SEBI (LODR) Regulations, 2015 as amended from time to time; the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that he/she is independent of the management.
4) Changes in Directors and Key Managerial Personnel
> Mr. Sakul Grover (DIN: 06863528) has resigned from the post of Non-Executive Director of the Company with effect from 02nd September, 2023.
> Mrs. Anubha Mishra (DIN: 10394874) has been appointed by the Board as an Additional director in the capacity of Executive Director of the Company w.e.f. 18th November, 2023 and has been regularized as an Executive director of the Company in the Extra Ordinary General Meeting held on 20th November, 2023.
^ Mr. Amit Bajaj (DIN: 10122918) has been appointed by the Board as an Additional Director designated as Non-Executive Independent Director of the Company with effect from 22^—.
November, 2023 and has been regularized as an Non-Executive Independent Director of the Company in the Extra Ordinary General Meeting held on 19th December, 2023.
> Mr. Palash Jain (DIN: 08058555) has been appointed by the Board as an Additional Director designated as Non-Executive Independent Director of the Company with effect from 22nd November, 2023 and has been regularized as an Non-Executive Independent Director of the Company in the Extra Ordinary General Meeting held on 19th December, 2023.
> Mrs. Ruchi Joshi Meratia (DIN: 07406575) has been appointed by the Board as an Additional Director designated as Non-Executive Independent Director of the Company with effect from 22nd November, 2023 and has been regularized as an Non-Executive Independent Director of the Company in the Extra Ordinary General Meeting held on 19th December, 2023.
> Ms. Rishika Singhai (M.NO A72706 has been appointed by the Board as the Company Secretary and Compliance Officer of the Company designated as the Key Managerial Personnel with effect from 22nd November, 2023.
> Ms. Nimisha Agrawal has been appointed by the Board as the Chief Financial Officer (CFO) of the Company designated as the Key Managerial Personnel with effect from 22nd November, 2023.
> Mr. Binod Kumar Agarwal (DIN: 00322536) has been re-appointed as Managing Director of the Company on the recommendation of Nomination & Remuneration Committee designated as the Key Managerial Personnel w.e.f. 14th December, 2023.
5) Directors seeking appointment/re-appointment at the ensuing Annual General Meeting
In the ensuing AGM, the Board of Directors is proposing the following appointment/re-appointment as set out in the notice of AGM:
> Mr. Ranjan Kumar Mohapatra (DIN: 02267845) Director of the company, is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.
6) Number of Meetings of the Board
The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meeting is circulated to all the Directors as per the provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
The Board meets 21 (Twenty One) times during the Financial Year 2023-24.
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S. No.
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Date of Meeting
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1.
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11.05.2023
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2.
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19.05.2023
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3.
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22.05.2023
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4.
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01.07.2023
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5.
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21.07.2023
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6.
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26.07.2023
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7.
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03.08.2023
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8.
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18.08.2023
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9.
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02.09.2023
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10.
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11.09.2023
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11.
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15.09.2023
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12.
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22.09.2023
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13.
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31.10.2023
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14.
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14.11.2023
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15.
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18.11.2023
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16.
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22.11.2023
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17.
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14.12.2023
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18.
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28.12.2023
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19.
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08.02.2024
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20.
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07.03.2024
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21.
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20.03.2024
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The time gap between the two meetings was within the maximum permissible/extended time gap as stipulated under Section 173(1) of the Companies Act, 2013.
7) Separate Meeting of Independent Directors
As stipulated by the Code of Conduct for Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 20th March, 2024 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its’ Committees which is necessary to effectively and reasonably perform and discharge their duties.
8) Annual evaluation by the Board
The evaluation framework for assessing the performance of directors comprises of the following key areas:
i) Attendance of Board Meetings and Board Committee Meetings.
ii) Quality of contribution to Board deliberations.
iii) Strategic perspectives or inputs regarding future growth of company and its performance.
iv) Providing perspectives and feedback going beyond the information provided by the management.
v) Commitment to shareholder and other stakeholder interests.
The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.
COMMITTEES OF THE BOARD:
Your Company has duly constituted the Committees required under the Act read with applicable Rules made thereunder. The Company has constitute Four Committees as follows:
1) Audit Committee
The Company has constituted Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises of the following Members as on 31st March, 2024.
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Name of Director
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Nature of Directorship
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Designation in the Committee
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Amit Bajaj
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Non-Executive & Independent Director
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Chairman
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Palash Jain
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Non-Executive & Independent Director
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Member
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Ruchi Joshi Meratia
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Non-Executive & Independent Director
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Member
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All the recommendations made by the Audit Committee were accepted by the Board of Directors. The Audit Committee met 3 times during the financial year ended March 31, 2024.
2) Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and Remuneration Committee comprises of the following Members as on 31st March, 2024.
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Name of Director
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Nature of Directorship
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Designation in the Committee
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Amit Bajaj
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Non-Executive & Independent Director
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Chairman
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Palash Jain
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Non-Executive & Independent Director
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Member
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Ruchi Joshi Meratia
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Non-Executive & Independent Director
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Member
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All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors. The Nomination and Remuneration Committee met 1 times during the financial year ended March 31, 2024. The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is uploaded on company’s website.
https://www.tirupatibalaiee.net/media/1 143/nomination-and-remuneration-policv.pdf
3) Stakeholders9 Relationship Committee
The Company has constituted a Stakeholders’ Relationship Committee in accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to redress complaints of the shareholders. The Stakeholders’ Relationship Committee comprises the following Members as on 31st March, 2024:
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Name of Director
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Nature of Directorship
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I
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)esignation in the Committee
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Amit Bajaj
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Non-Executive & Independent Director
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Chairman
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Palash Jain
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Non-Executive & Independent Director
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Member
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Ruchi Joshi Meratia
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Non-Executive & Independent Director
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Member
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All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors. The Stakeholders Relationship Committee met 1 times during the financial year ended March 31, 2024
4) Corporate Social Responsibility (CSR) Committee
The Company has constituted a CSR Committee in accordance with the provisions of section 135 of Companies Act, 2013. The CSR Committee as on 31st March, 2024 comprises the following Members:
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Name of Director
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Nature of Directorship
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Designation in the Committee
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Binod Kumar Agarwal
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Managing Director
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Chairman
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Anubha Mishra
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Executive Director
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Member
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Amit Bajaj
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Non-executive & Independent Director
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Member
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All the recommendations made by the Corporate Social Responsibility (CSR) Committee were accepted by the Board of Directors. The Corporate Social Responsibility (CSR) Committee met 1 times during the financial year ended March 31, 2024
*Note: -
During the financial year 2023-24, Mr. Sakul Grover (DIN: 06863528) resigned from the post of Non-Executive Director of the Company with effect from 02nd September, 2023. Mrs. Anubha Mishra (DIN: 10320754) was appointed as an Additional Director in the capacity of Executive Director with effect from 18th November, 2023 and Mr. Amit Bajaj (DIN: 10122918) was appointed as an Independent Director. Therefore, CSR committee has been reconstituted with the addition of Mrs. Anubha Mishra (DIN: 10320754) and Mr. Amit Bajaj (DIN: 10122918) in place of Mr. Sakul Grover (DIN: 06863528) and Mr. Ranjan Kumar Mohapatra (DIN: 02267845) in the abovementioned CSR committee.
PART1CUALR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the Financial Year 2023-24 were on Arm’s Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were approved by the Audit Committee and the Board. The details are attached in Form AOC-2 as Annexure-C”. The Company has formed Related Party Transactions Policy which was approved by the Board for purpose of identification and monitoring of such transactions.
The RPT Policy as approved by the Board is available on the Company’s website https://www.tirupatibalaiee.net/media/l 151/policv-on-related-party-transactions.pdf
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts during the year under review which would impact the going concern status of the Company and its future operations.
AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT:
1) Statutory Auditors
In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.S. Dahiya & Co., Chartered Accountants (F.R. No. 013855C), was appointed as Auditor of your Company to hold office for a consecutive period of five (5) years (i.e. for the financial year 2023-24 till the financial year 2027-28) until the conclusion Annual General Meeting of the Company to be held in the calendar year 2028.
The Auditors Report and the Notes on Standalone and Consolidated financial statement for the year 2023-24 referred to in the Auditor’s Report are self-explanatory does not contain any qualification, reservation or adverse remark and do not call for any further comments.
2) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s B Maksi Wala & Associates, Company Secretaries, Indore (ACS: 41988 & COP: 23193), to undertake the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report in Form MR-3 is self-explanatory and therefore do not call for any explanatory note and the same is annexed herewith as “Annexure D”. Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.
The Company has received consent from M/s B Maksi Wala & Associates, Company Secretaries, Indore, to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2025.
3) Internal Auditor
In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Internal Audit, of the Company, for the FY 2023-24 was carried out by M/s Milind Nyati & Co. Chartered Accountants, Indore (FRN: 014455C) Chartered Accountants. Further, the Board in their meeting held on April 25, 2024 has re-appointed M/s Milind Nyati & Co. Chartered Accountants, Indore (FRN: 014455C), as Internal Auditors for the FY 2024-25.
4) Cost Auditor
The Provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not applicable to the Company during the financial year ended 31st March, 2024.
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:
In terms of the provisions of section 134(3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further, there were no frauds committed against the Company and persons who are reportable under section 141(12) by the Auditors to the Central Government. Also there were no non-reportable frauds during the year 2023-24. s
CORPORATE GOVERNANCE:
The Company is not listed, hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that your Company is committed to maintain the highest standards of Corporate Governance.
CODE OF CONDUCT: NOT REQUIRED AS THE COMPANY IS NOT LISTED COMPANY
Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same has been hosted on the website of the company. https://www.tirupatibalaiee.net/media/l 139/code-of-conduct-for-directors-and-senior-management.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure E”.
MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR
The company has undergone some material changes during the financial year 2023-24. Those changes have been provided below:
• The Company has passed Special Resolution dated 20th November, 2023 changing the status of the company from Private Limited Company to Public Limited Company and consequently the name of the company is changed from Shree Tirupati Balajee Agro Trading Company Private Limited to Shree Tirupati Balajee Agro Trading Company Limited.
• The company has passed Special Resolution dated 20th November, 2023 adopting new sets of Article of Association on account of change in the status of the company from Private Limited Company to Public Limited Company
• The company has passed Special Resolution dated 20th November, 2023 for alteration of Clause I of the Memorandum of Association by changing name of company from Shree Tirupati Balajee Agro Trading Company Private Limited to Shree Tirupati Balajee Agro Trading Company Limited.
• The company has passed Special Resolution dated 06th March, 2024 adopting new sets of Article of Association by replacing Existing regulations with new set of regulations as per the requirements of Table F of First Schedule in the Companies Act, 2013, SEBI Regulations and any other requirements thereof.
• The company has passed Special Resolution dated 06th March, 2024 for alteration of Clause V of the Memorandum of Association by increasing the authorized share capital of the Company from Rs. 80,00,00,000/- (Rupees Eighty Crore) compromising of 8,00,00,000 (Eight Crore) Equity Shares of Rupees 10/- (Ten) each to Rs. 84,00,00,000/- (Rupees Eighty Four Crore) divided into 8,40,00,000 (Eight Crore Fourty Lakh) Equity shares of Rs. 10/- (Rupees Ten).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:
The company has received an In-principle approval from both the Exchanges i.e., NSE via Ref.: NSE/LIST/3655 dated 18th June, 2024 and BSE via Ref.: LO\IPO\CG\IP\64\2024-25 dated 18th June, 2024
for the proposed Initial Public Offering. The Board of Directors of the company has taken the necessary steps to give effect to the proposed Initial Public Offering and all the applicable laws and rules related to this has been complied with.
Further no material changes except as mentioned above have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report. There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the Company.
ANNUAL RETURN:
In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2024 has been uploaded on the website of the Company and the web link of the same is - https://www.tirupatibalaiee.net/
SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
INDUSTRIAL RELATIONS:
During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.
NON-APPLICABILITY OF CERTAIN PROVISIONS OF THE COMPANIES ACT. 2013 DURING THE PERIOD STARTING FROM 1st APRIL. 2023 TO 31st MARCH, 2024:
i. During the year under review, Mr. Binod Kumar Agarwal, Managing Director of the Company received Rs. 1,20,00,000/- gross remuneration. Apart from that there is no other employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a., therefore the disclosure as required under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Persons) 2014, is not applicable to the Company.
ii. There are no voting rights exercises by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.
iii. Since the Company is not listed Company the provisions of section 197(12) read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Persons) 2014, is not applicable to the Company.
iv. There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review by auditor’s u/s 143(12)
GENERAL:
During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting is required:
1. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
2. One-time settlement with any bank or financial institution.
3. There was no failure to implement any Corporate Action
ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support. Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.
For
Place: Pithampur (Dhar) BinodViMi^ga^w^ /
Date: 11th July, 2024 Chairman & Managing
DIN: 00322536
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