ANNUAL REPORT 2011-2012 - Tirupati Inks · Ms. Garima Vishnoi CORPORATE PROFILE BOARD OF DIRECTORS EXECUTIVE CHAIRMAN AND MANAGING DIRECTOR MR. SANJIV AGARWAL Dear Fellow Shareowners,

Adding colours to your life

ANNUAL REPORT2011-2012

TIRUPATI INKS LIMITED

TIRUPATI

STATUTORY AUDITORSM/s. Shashi Dinesh & Co.Kanpur

COST AUDITORM/s. R. M. Bansal & Co.Kanpur

COMMITTEES OF THE BOARD

AUDIT COMMITTEEMr. Ram Shanker Agarwal, ChairmanMr. Ram Prakash Gupta, MemberMr. Sanjiv Agarwal, Member

INVESTOR GRIEVANCE COMMITTEEMr. Ram Shanker Agarwal, ChairmanMr. Ram Prakash Gupta, MemberMr. Sanjiv Agarwal, Member

REMUNERATION COMMITTEEMr. Ram Shanker Agarwal, ChairmanMr. Ram Prakash Gupta, MemberMr. Keshav Behari Lall, Member

BANKERSPunjab National BankOriental Bank of CommerceIDBI Bank LimitedState Bank of Hyderabad

WORKSGreater NoidaJammu

REGISTERED OFFICE101,DDA Market, Hargobind Enclave, Vikas Marg Extn.,Delhi – 110 092

REGISTRAR AND SHARE TRANSFER AGENTBeetal Financial and Computer Services Private LimitedBeetal House, 3rd Floor, 99 Madangir,Behind Local Shopping Centre,New Delhi – 110 062

LISTINGS ATBSE LimitedDelhi Stock Exchange Limited

WHOLE TIME DIRECTORSMr. Rakesh Kumar AgarwalMrs. Rajni Maheshwari

INDEPENDENT DIRECTORSMr. Ram Shanker AgarwalMr. Ram Prakash GuptaMr. Keshav Behari Lall

CHIEF EXECUTIVE OFFICERMr. Neeruj Nigam

CHIEF FINANCIAL OFFICERMr. Rajiv Kapoor

COMPANY SECRETARY AND COMPLIANCE OFFICERMs. Garima Vishnoi

CORPORATE PROFILECORPORATE PROFILEBOARD OF DIRECTORS

EXECUTIVE CHAIRMAN AND MANAGING DIRECTORMR. SANJIV AGARWAL

Dear Fellow Shareowners,

It is a delight to address you on completion of another eventful and successful year. FY 2011-12 has been a challenging year with unprecedented economic uncertainty in Europe, geopolitical upheaval in the Middle East and a slowing down of economic growth across Asia. These events had a profound effect on demand and margin outlook for industrial products across the world. In many ways, we are still feeling the after-shocks of the financial meltdown of 2008 and 2009 with leading economies continuing to suffer from low growth and the resultant adverse impact on demand for most products and services. We have been successful in insulating and de-risking our portfolio of business by following a prudent operating discipline and further strengthening our rock solid foundation for investments in future growth engines.

Over the last few years, volatility and uncertainty have become the "new normal" and the FY 2011-12 has proved to be no different. The concerns in Euro Zone and Middle East remain unresolved and the US economy is still not out of the woods. Despite the global volatile environment, sales of your Company grew by 59% and profits registered a growth of 9.49% mainly on the back of buoyant domestic demand. This performance is all the more commendable considering that inflation surged to near double digit levels and GDP came down to 6.9% in India during the year. This could be achieved because of the sustained direction and working as a team at all levels.

Your Company has always focused on building strengths for the future and continued to invest in building capabilities. Major thrust areas were identified during FY 2011-12 to secure growth, ensure customer satisfaction and enhance supply chain capabilities for future, using the latest technologies. We will continue to invest our resources in taking these initiatives forward.

Capacity building for the future is well on track. Your Greater Noida plant, which was commissioned during the month of January, 2012 with licensed capacity of 8400 MT per annum on single shift basis has now commenced its operations in full swing.

While consumer demand is expected to grow stronger, business environment will be volatile and uncertain due to the global and domestic challenges. However, I am confident that your Company will prove its mettle in such a dynamic business environment as we have done in the past.

With the continued support of efficient Technical team and experienced Marketing Professionals I am confident of winning over the African and Asian market and continue to spread and strengthen our roots in the Middle East and European market.

In order to accelerate and thereafter maintain the momentum in growth, your Company has decided to set up a wholly owned subsidiary at DUBAI. Saudi is the biggest market for inks hence Dubai has to be a centre point for capturing the Middle East market and thereby providing complete technical servicing, thereat.

We have always anticipated changes and adapted ourselves to the environment without compromising on our core values. Your Company has always believed and practiced high standards of professionalism, integrity and transparency and would continue to do so. It is these values which have shaped the character of your organization and helped in building wealth for all the stakeholders.

Your Company believes in growth with a human face and continues to remain committed towards various initiatives in the areas of Health Care, Environment and Education under our Corporate Social Responsibility (CSR) program.

As we continued on our journey to deliver growth and create long term value for the shareholders. The Total Revenue from Operations have grown from Rs. 98.25 crs in FY 2010-11 to Rs. 156.05 crs in FY 2011-12 while the profits have grown from Rs. 2.53 crs to Rs. 2.77 crs. This demonstrates that the family promoters and professionals working together can achieve good results for our esteemed shareholders.

Given this background, I am pleased to say that our management team showed great degree of resilience and maturity to deal with this situation very effectively. All our actions were aimed at achieving our corporate goals without losing the confidence of our customers and suppliers.

We are committed to sustain a culture of operational excellence, responsible resource utilization and creating a platform for sustainable growth to benefit all the stakeholders.

With Warm RegardsFor Tirupati Inks Limited

Sanjiv AgarwalExecutive Chairman & Managing Director.

Chairman’s SpeechChairman’s Speech

Think Inks … Think Tirupati

STATUTORY AUDITORSM/s. Shashi Dinesh & Co.Kanpur

COST AUDITORM/s. R. M. Bansal & Co.Kanpur

COMMITTEES OF THE BOARD

AUDIT COMMITTEEMr. Ram Shanker Agarwal, ChairmanMr. Ram Prakash Gupta, MemberMr. Sanjiv Agarwal, Member

INVESTOR GRIEVANCE COMMITTEEMr. Ram Shanker Agarwal, ChairmanMr. Ram Prakash Gupta, MemberMr. Sanjiv Agarwal, Member

REMUNERATION COMMITTEEMr. Ram Shanker Agarwal, ChairmanMr. Ram Prakash Gupta, MemberMr. Keshav Behari Lall, Member

BANKERSPunjab National BankOriental Bank of CommerceIDBI Bank LimitedState Bank of Hyderabad

WORKSGreater NoidaJammu

REGISTERED OFFICE101,DDA Market, Hargobind Enclave, Vikas Marg Extn.,Delhi – 110 092

REGISTRAR AND SHARE TRANSFER AGENTBeetal Financial and Computer Services Private LimitedBeetal House, 3rd Floor, 99 Madangir,Behind Local Shopping Centre,New Delhi – 110 062

LISTINGS ATBSE LimitedDelhi Stock Exchange Limited

WHOLE TIME DIRECTORSMr. Rakesh Kumar AgarwalMrs. Rajni Maheshwari

INDEPENDENT DIRECTORSMr. Ram Shanker AgarwalMr. Ram Prakash GuptaMr. Keshav Behari Lall

CHIEF EXECUTIVE OFFICERMr. Neeruj Nigam

CHIEF FINANCIAL OFFICERMr. Rajiv Kapoor

COMPANY SECRETARY AND COMPLIANCE OFFICERMs. Garima Vishnoi

CORPORATE PROFILECORPORATE PROFILEBOARD OF DIRECTORS

EXECUTIVE CHAIRMAN AND MANAGING DIRECTORMR. SANJIV AGARWAL

Dear Fellow Shareowners,

It is a delight to address you on completion of another eventful and successful year. FY 2011-12 has been a challenging year with unprecedented economic uncertainty in Europe, geopolitical upheaval in the Middle East and a slowing down of economic growth across Asia. These events had a profound effect on demand and margin outlook for industrial products across the world. In many ways, we are still feeling the after-shocks of the financial meltdown of 2008 and 2009 with leading economies continuing to suffer from low growth and the resultant adverse impact on demand for most products and services. We have been successful in insulating and de-risking our portfolio of business by following a prudent operating discipline and further strengthening our rock solid foundation for investments in future growth engines.

Over the last few years, volatility and uncertainty have become the "new normal" and the FY 2011-12 has proved to be no different. The concerns in Euro Zone and Middle East remain unresolved and the US economy is still not out of the woods. Despite the global volatile environment, sales of your Company grew by 59% and profits registered a growth of 9.49% mainly on the back of buoyant domestic demand. This performance is all the more commendable considering that inflation surged to near double digit levels and GDP came down to 6.9% in India during the year. This could be achieved because of the sustained direction and working as a team at all levels.

Your Company has always focused on building strengths for the future and continued to invest in building capabilities. Major thrust areas were identified during FY 2011-12 to secure growth, ensure customer satisfaction and enhance supply chain capabilities for future, using the latest technologies. We will continue to invest our resources in taking these initiatives forward.

Capacity building for the future is well on track. Your Greater Noida plant, which was commissioned during the month of January, 2012 with licensed capacity of 8400 MT per annum on single shift basis has now commenced its operations in full swing.

While consumer demand is expected to grow stronger, business environment will be volatile and uncertain due to the global and domestic challenges. However, I am confident that your Company will prove its mettle in such a dynamic business environment as we have done in the past.

With the continued support of efficient Technical team and experienced Marketing Professionals I am confident of winning over the African and Asian market and continue to spread and strengthen our roots in the Middle East and European market.

In order to accelerate and thereafter maintain the momentum in growth, your Company has decided to set up a wholly owned subsidiary at DUBAI. Saudi is the biggest market for inks hence Dubai has to be a centre point for capturing the Middle East market and thereby providing complete technical servicing, thereat.

We have always anticipated changes and adapted ourselves to the environment without compromising on our core values. Your Company has always believed and practiced high standards of professionalism, integrity and transparency and would continue to do so. It is these values which have shaped the character of your organization and helped in building wealth for all the stakeholders.

Your Company believes in growth with a human face and continues to remain committed towards various initiatives in the areas of Health Care, Environment and Education under our Corporate Social Responsibility (CSR) program.

As we continued on our journey to deliver growth and create long term value for the shareholders. The Total Revenue from Operations have grown from Rs. 98.25 crs in FY 2010-11 to Rs. 156.05 crs in FY 2011-12 while the profits have grown from Rs. 2.53 crs to Rs. 2.77 crs. This demonstrates that the family promoters and professionals working together can achieve good results for our esteemed shareholders.

Given this background, I am pleased to say that our management team showed great degree of resilience and maturity to deal with this situation very effectively. All our actions were aimed at achieving our corporate goals without losing the confidence of our customers and suppliers.

We are committed to sustain a culture of operational excellence, responsible resource utilization and creating a platform for sustainable growth to benefit all the stakeholders.

With Warm RegardsFor Tirupati Inks Limited

Sanjiv AgarwalExecutive Chairman & Managing Director.

Chairman’s SpeechChairman’s Speech


The company's core objective is to provide value to its customers on the price quality matrix. At Tirupati we crave for having customers success and not mere customer satisfaction. Through the years of growth, Tirupati Inks has transformed

itself into a multi dimensional, multi location corporate, offering a comprehensive range of quality products, efficient customers service and a wide distribution network. Our total focus on quality and services has fetched us customers worldwide who believe in quality products. We are known for manufacturing high quality products that exhibit durability and stability also featuring better fluidity, smoothness and also hold clarity of colour and hue.

At Tirupati, quality permeates every level of functioning. We recognize and acknowledge the contribution of every individual to the quality chain, right from raw materials to finished goods and the company stands to benefit immensely on the quality front in the long run.

WORKS & CORPORATE OFFICE


C EONT NTSNotice 1

Directors’ Report 7

Management Discussion & Analysis Report 13

Report on Corporate Governance 18

Auditors’ Report 28

Balance Sheet 31

Statement of Profit and Loss 32

Cash Flow Statement 33

Notes to Financial Statement 34

The company's core objective is to provide value to its customers on the price quality matrix. At Tirupati we crave for having customers success and not mere customer satisfaction. Through the years of growth, Tirupati Inks has transformed

itself into a multi dimensional, multi location corporate, offering a comprehensive range of quality products, efficient customers service and a wide distribution network. Our total focus on quality and services has fetched us customers worldwide who believe in quality products. We are known for manufacturing high quality products that exhibit durability and stability also featuring better fluidity, smoothness and also hold clarity of colour and hue.

At Tirupati, quality permeates every level of functioning. We recognize and acknowledge the contribution of every individual to the quality chain, right from raw materials to finished goods and the company stands to benefit immensely on the quality front in the long run.

WORKS & CORPORATE OFFICE


C EONT NTSNotice 1

Directors’ Report 7

Management Discussion & Analysis Report 13

Report on Corporate Governance 18

Auditors’ Report 28

Balance Sheet 31

Statement of Profit and Loss 32

Cash Flow Statement 33

Notes to Financial Statement 34

PRODUCTION AREA

The company is well equipped with modern & advanced configuration pertaining to Ink manufacturing Plant & Machinery alongwith highly sophisticated Lab Equipments

of different capacities per shift and is capable of producing different colours & different base inks simultaneously.

RAW MATERIAL WAREHOUSE

Think Inks … Think Tirupati Think Inks … Think Tirupati

PRODUCTION AREA

The company is well equipped with modern & advanced configuration pertaining to Ink manufacturing Plant & Machinery alongwith highly sophisticated Lab Equipments

of different capacities per shift and is capable of producing different colours & different base inks simultaneously.

RAW MATERIAL WAREHOUSE


STO

RA

GE

OF

FIN

ISH

ED P

RO

DU

CTS

Striving to develop an agile and effective organisation which

adopts and adapts to the c h a n g e s i n b u s i n e s s environment by continously assessing the opportunities and encashing them and evalutaing threats to mitigate them.


RESEARCH & DEVELOPMENTLABS

Our continuous efforts in developing cost effective, reliable and efficient technologies for Indian & overseas

customers.


STO

RA

GE

OF

FIN

ISH

ED P

RO

DU

CTS

Striving to develop an agile and effective organisation which

adopts and adapts to the c h a n g e s i n b u s i n e s s environment by continously assessing the opportunities and encashing them and evalutaing threats to mitigate them.


RESEARCH & DEVELOPMENTLABS

Our continuous efforts in developing cost effective, reliable and efficient technologies for Indian & overseas

customers.


QUALITY CONTROL ZONEQUALITY CONTROL ZONE

An effort to achieve International Quality Standards by embedding the best practices in all the

systems and process.

Plastindia 2012 which was held in the month of February, 2012 and your company had participated in this industrial fair. Through this event, we came to interact with numerous customers/suppliers who had expressed their interest to enter into

business relationship with the company for the purpose of placing orders to the company for supply of printing inks. The expo offered a good opportunity to see live Demonstration of plastics machinery. We have received multiple proposals by virtue of this industrial fair.

PARTICIPATION IN THE 8TH INTERNATIONAL

PLASTICS EXHIBITION


PLASTICS EXHIBITION


QUALITY CONTROL ZONEQUALITY CONTROL ZONE

An effort to achieve International Quality Standards by embedding the best practices in all the

systems and process.

Plastindia 2012 which was held in the month of February, 2012 and your company had participated in this industrial fair. Through this event, we came to interact with numerous customers/suppliers who had expressed their interest to enter into

business relationship with the company for the purpose of placing orders to the company for supply of printing inks. The expo offered a good opportunity to see live Demonstration of plastics machinery. We have received multiple proposals by virtue of this industrial fair.


PLASTICS EXHIBITION


PLASTICS EXHIBITION


A VIBRANT PORTFOLIOA VIBRANT PORTFOLIOt Tirupati Inks Limited, the focus is on achieving the distinction in quality and excellence through complete harmony of various aspects of our business Aoperations.

e are one of the leading manufacturers of quality printing inks having its market across the whole of India and reasonable presence in international Wmarkets, as well. Our product range include liquid inks for printing by

Flexographic & Gravure processes on varied substrates viz. Polyester film, BOPP Film, Aluminum Foil, Extruded Poly Films, Metalized Films, Paper, Plain & Shrink PVC using various inks based on different resin systems, solvents, pigments & dyes.

ur range of liquid inks, branded as TRULAM (for laminated packaging materials), TRUPOLY (for surface printing on extruded poly films), TRUSURF O(for printing on Paper & Foils surfaces ), TRUAQUA (water based inks for

paper substrate), TRUSHRINK (for printing on shrink PVC film and Shrink Polyester Film) and few other brands have been well accepted in the market place. We also manufacture over print coatings, varnishes & solutions for imparting properties to substrates so that they can be used for special applications.

ur inks have been designed to, withstand resistance to Heat (during sealing), Deep Freeze, effects of Oil & Fat etc. Our manufacturing processes & Opractices, high tech testing equipments coupled with skills of technicians

ensure batch to batch quality consistency, customized colour shades, excellent print lay assuring complete customer satisfaction.

A VIBRANT PORTFOLIO

A VI

BRAN

T PO

RTFO

LIO


A VIBRANT PORTFOLIOA VIBRANT PORTFOLIOt Tirupati Inks Limited, the focus is on achieving the distinction in quality and excellence through complete harmony of various aspects of our business Aoperations.

e are one of the leading manufacturers of quality printing inks having its market across the whole of India and reasonable presence in international Wmarkets, as well. Our product range include liquid inks for printing by

Flexographic & Gravure processes on varied substrates viz. Polyester film, BOPP Film, Aluminum Foil, Extruded Poly Films, Metalized Films, Paper, Plain & Shrink PVC using various inks based on different resin systems, solvents, pigments & dyes.

ur range of liquid inks, branded as TRULAM (for laminated packaging materials), TRUPOLY (for surface printing on extruded poly films), TRUSURF O(for printing on Paper & Foils surfaces ), TRUAQUA (water based inks for

paper substrate), TRUSHRINK (for printing on shrink PVC film and Shrink Polyester Film) and few other brands have been well accepted in the market place. We also manufacture over print coatings, varnishes & solutions for imparting properties to substrates so that they can be used for special applications.

ur inks have been designed to, withstand resistance to Heat (during sealing), Deep Freeze, effects of Oil & Fat etc. Our manufacturing processes & Opractices, high tech testing equipments coupled with skills of technicians

ensure batch to batch quality consistency, customized colour shades, excellent print lay assuring complete customer satisfaction.

A VIBRANT PORTFOLIO

A VI

BRAN

T PO

RTFO

LIO


We are here to be a vital part of growing Packaging Industry, nationwide

We are here to be an integral part of thriving Packaging Industry, worldwide

REGISTERED OFFICE101,DDA Market, Hargobind Enclave, Vikas Marg Extn., Delhi – 110 092

Book Post(Printed Material)

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TIRUPATI

TIRUPATI INKS LIMITED

1 Think Inks ... Think Tirupati

Adding Colours to your lifeTirupati Inks Limited

NOTICE

Notice is hereby given that the Twenty Eighth Annual General Meeting of Tirupati Inks Limited will be held on Friday,28th September, 2012 at 9:30A.M. at Poorva Sanskriti Kendra (PSK) 14, District Centre, Laxmi Nagar, Vikas Marg,Delhi - 110092 to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March 2012 and Profit &Loss Account for the financial year ended on that date together with the Reports of the Auditors and Directorsthereon.

2. To appoint a Director in place of Mr Rakesh Kumar Agarwal, who retires by rotation and being eligible offershimself for re-appointment.

3. To appoint a Director in place of Mrs. Rajni Maheshwari, who retires by rotation and being eligible offers herselffor re-appointment.

4. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this Annual GeneralMeeting until the conclusion of the next Annual General Meeting and fix the remuneration. The retiring auditorsM/s Shashi Dinesh & Co., Chartered Accountants, Kanpur, being eligible offer themselves for re-appointment.

Special Business:

5. To consider, and if thought fit, to pass the following resolutions, with or without modification(s) as an OrdinaryResolution:

“Resolved that pursuant to the provisions of section 293(1)(d) of the Companies Act, 1956, and other applicableprovisions, if any, the Board of Directors of the Company be and is hereby authorized and empowered to borrow,from time to time, any sum or sums of money from one or more Bank, Financial Institution, Central or StateGovernment, Body Corporate, Firms or any other person(s), whether by way of term loan, working capitalfacility, cash credit facility, inter corporate loan, bill discounting, issue of debenture or bonds or any other fundbased or non-fund based facility, in Indian Rupee or in Foreign Currency, whether secured or unsecured,notwithstanding that the money to be borrowed together with the money already borrowed by the Company(apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) will ormay exceed the aggregate of the paid up share capital and free reserves (the reserves not set apart for anyspecific purpose) of the Company but so however that the total amount up to which the money may be borrowedby the Board of Directors and outstanding at anytime shall not exceed the sum of Rs. 500 Crores (Rupees FiveHundred Crores only) or equivalent amount in foreign currency, exclusive of interest and other charges.

Resolved further that the Board of Directors of the Company be and is hereby authorized to execute suchagreements, papers, deeds, and other instruments or writings containing such conditions and covenants as itmay think fit to give effect to this resolution.

Resolved further that the Board be and is hereby authorized to delegate all or any of the aforesaid powers toany committee of Directors/officers, one or more director/managing director or any other principal officer of theCompany on such conditions as the Board may deem fit and to take all such steps that may be required to giveeffect to this resolution.”


“Resolved that pursuant to the provisions of Section 293(1)(a) of the Companies Act, 1956 and other applicableprovisions, if any, the Board of Directors of the Company be and is hereby authorized and empowered to mortgage,hypothecate, pledge, charge or otherwise encumber, from time to time, all present and future, movable orimmovable properties of the Company and/ or whole of the undertakings of Company, wherever situated, infavors of financial institutions, Banks, body corporate or any other lender to secure fund based and non fundbased facilities including term loan and working capital assistance obtained/to be obtained by the Companysubject to the limits approved under Section 293(1)(d) of the Companies Act, 1956, together with interest at therespective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidateddamages, commitment charges, premium on prepayment, remuneration of the Agent(s)/Trustees, premium (ifany) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation /



revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of theLoan Agreement(s), Debenture Trust Deed(s) or any other document, entered into/to be entered into betweenthe Company and the Lender(s)/Agent(s) and Trustee(s) / Trustee(s), in respect of the said loans / borrowings /debentures and containing such specific terms and conditions and covenants in respect of enforcement ofsecurity as may be stipulated in that behalf and agreed to between the Board of Directors or Committee thereofand the Lender(s)/ Agent(s) and Trustee(s) /Trustee(s).

Resolved further that the Board of Directors of the Company be and is hereby authorized to execute suchagreements, papers, deeds, and other instruments or writings containing such conditions and covenants as itmay think fit to give effect to this resolution.

Resolved further that the Board be and is hereby authorized to delegate all or any of the aforesaid powers toany committee of Directors/officers, one or more director/managing director or any other principal officer of theCompany on such conditions as the Board may deem fit and to take all such steps that may be required to giveeffect to this resolution.”


“Resolved that pursuant to the provisions of section 198, 269, 309 read with Schedule XIII of the CompaniesAct, 1956 & provisions of the Articles of Association of the Company and other applicable provisions, if any, andpartial modification of earlier resolution passed by the members on 27th September, 2011 the consent of themembers be and is hereby given for change in designation of Mr Rakesh Kumar Agrawal from Managing Directorof the Company to Whole Time Director of the Company w.e.f. 26th April, 2012.

Resolved further that the other terms of his appointment will remain the same as passed in the membersmeeting held on 27th September, 2011.

Resolved further that the Board of Directors of the Company (including any committee/sub-committee of theBoard) be and is hereby authorized to take all necessary steps to give effect to the aforesaid resolution.”


“Resolved that pursuant to the provisions of section 198, 269, 309 read with Schedule XIII of the CompaniesAct, 1956 & provisions of the Articles of Association of the Company and other applicable provisions, if any, andpartial modification of earlier resolution passed by the members on 27th September, 2011 the consent of themembers be and is hereby given for change in designation of Mr SanjivAgrawal from Whole Time Director of theCompany to Managing Director of the Company w.e.f. 26th April, 2012

Resolved further that the other terms of his appointment will remain the same as passed in the membersmeeting held on 27th September, 2011.


9. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as SpecialResolution:

“Resolved That pursuant to the provisions of Sections 198, 269, 309, 310, 311 read with Schedule XIII of theCompanies Act, 1956 and other applicable provisions, if any (including any statutory modifications or re-enactments thereof, for the time being in force) & provisions of the Articles of Association of the Company andother applicable provisions, if any, the approval of the members be and is hereby accorded for modification in theremuneration of Mr Sanjiv Agarwal, as an Executive Chairman & Managing Director of the Company with effectfrom 1st October, 2012 on the terms and conditions as mentioned below and with the liberty to the Board ofDirectors to alter and vary the terms and conditions including the remuneration so as not to exceed the limitsspecified in the Schedule XIII of the Companies Act,1956.

Designation : Executive Chairman & Managing Director

Period of Remuneration : From 1st October, 2012 till 30th September, 2015 (3 Years)

Remuneration : Monthly remuneration of Rs. 3,50,000 (Rupees Three Lacs Fifty Thousand only)whether paid as Salary, allowance(s), perquisites or a combination thereof.



Resolved further that the following perquisites will not be included in the aforesaid remuneration:

a. Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or puttogether are not taxable under the Income-tax Act, 1961;

b. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

c. Encashment of leave at the end of tenure.

Resolved further that payment/ re-imbursement of telephone and/ or mobile phone(s) bills, conveyance, fuelexpenses or other out of pocket expenses incurred in course of the official duties will not be included in theaforesaid remuneration.

Resolved further that in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shallbe the minimum remuneration.

Resolved further that the Board of Directors and the Remuneration Committee of the Company be and arehereby severally authorized to fix such remuneration and to work out various components of the remunerationpackage as it may deem fit and proper within the overall limits of the remuneration as approved above.


For and on behalf of the BoardOf Tirupati Inks Ltd

Date : 29th August, 2012 Sanjiv AgrawalPlace : Delhi Executive Chairman and Managing Director

NOTES:

A. APPOINTMENT OF PROXY: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEEDNOT BE A MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE MUST BEDEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FORCOMMENCEMENT OF THE MEETING.

B. Corporate Members: Corporate Members intending to send their authorized representatives are requested tosend a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at theAnnual General Meeting.

C. Members/Proxies attending the meeting are requested to bring their copy of Annual Report to the Meeting.

D. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 27th

September, 2012 to Friday ,28th September,2012 [both days inclusive].

E. Queries at the AGM: Queries proposed to be raised at the Annual General Meeting may be sent to the Companyat its registered office at least seven days prior to the date of AGM to enable the management to compile therelevant information to reply the same in the meeting.

F. Members are requested to notify any change in their address immediately to the Company at its RegisteredOffice.

G. Members are requested to quote their folio Nos./DPID Nos. in all future correspondence(s) with the Company.

H. Inspection of Documents: Documents referred to in the Notice etc. are open for inspection at the registeredoffice of the Company at all working days except Saturdays between 11A.M. and 2P.M. up to the date of AnnualGeneral Meeting.

I. ExplanatoryStatement: Explanatory Statement as required under section 173(2) of the Companies Act, 1956,in respect of Special Business under item no. 5 and 6 is enclosed herewith.



Explanatory Statement pursuant to section 173(2) of the Companies Act,1956

Item No. 5 & 6

Presently, as per the resolution passed under section 293(1)(d) and 293(1)(a) of the Companies Act 1956, theBoard of Directors of the Company are authorized to borrow funds upto Rs. 100 Crores. With the rapid growth in theturnover and overall activities of the Company, the requirement of funds has also increased. For fulfilling its requirementof funds, the company may be in need of borrowing further funds from the Banks, Financial Institutions and others.So, the Board is of the opinion that this limit needs to be increased to Rs. 500 Crores in terms of the provisions ofsection 293(1)(d) of the Companies Act, 1956.

So, in terms of the provisions of section 293(1)(d) of the Companies Act, 1956, consent of the members is required.

Since the Company would be required to create security in favour of the lenders by creating charge on its presentand future assets, consent of the members is also required in terms of the provisions of section 293(1)(a) of theCompanies Act, 1956.

Your directors recommend the resolutions.

None of the Directors is deemed to be interested or concerned in the proposed resolutions.

Item No. 7

Mr. Rakesh Kumar Agarwal who was Managing Director of the company was unable to deliver his services asManaging Director. The Board has decided to relieve him from the designation of Managing Director and appointedhim as Whole Time Director of the company. Accordingly, the matter was placed before the Board and after duedeliberations the Board accorded its consent in its board meeting held on 26th April, 2012. Now the said resolution isplaced before the members for their approval.

None of the directors of the Company except Mr Rakesh Kumar Agarwal himself is concerned or interested in theproposed resolution.

Item No. 8

Mr. Sanjiv Agarwal had rendered various valuable services to the Company during his tenure as Executive Chairman& Whole-Time Director. The Board of Directors has appointed Mr. Sanjiv Agarwal as Executive Chairman & ManagingDirector of the Company w.e.f. 26th April, 2012. The matter is placed before the members for their consideration andapproval. The Board recommends the proposed resolution for adoption in the larger interest of the Company.

None of the directors of the Company except Mr Sanjiv Agarwal himself is concerned or interested in the proposedresolution.

Item No. 9

Mr Sanjiv Agarwal had rendered various valuable services to the Company during his tenure as an ExecutiveChairman and Whole-Time Director and as a Managing Director w.e.f. 26th April, 2012. Considering his valuablecontributions to the company as Chairman and Managing Director his remuneration has been increased upto Rs.3,50,000 per month w.e.f. 1st, October, 2012 for a period of 3 years.

The Remuneration Committee has already approved the proposed remuneration to Mr Sanjiv Agarwal as ExecutiveChairman and Managing Director.

As per the provisions of clause B, Part II of Schedule XIII of the Companies Act, 1956, a statement containing theinformation required under the said clause is as follows:



I. GENERAL INFORMATION

(1) Nature of Industry Tirupati Inks Limited is engaged in the business of manufacturingof Printing Inks & Allied Products. It believes in providing completepackaging solutions.

(2) Date or expected date of The Company obtained Certificate of Commencement on 10th

commencement of commercial April, 1984 and it has two manufacturing facilities each at Jammuproduction and Greater Noida. However, it has commenced the commercial

production at its Greater Noida unit w.e.f. January 2012.

(3) In case of new companies, Not Applicableexpected date of commencementof activities as per project approvedby financial institutions appearingin the prospectus

(4) Financial Performance of theCompany is given below

Particulars Financial Year ended(Rs. in Lacs)

31st March, 2012 31st March 2011

Net Sales less Excise Duty 15509.11 9715.65

Other Income 40.77 24.61

Increase/ (Decrease) in Stocks (792.12) (661.62)

Total Income 15605.17 9825.13

Total Expenditure 15212.50 9499.40

Profit Before Tax 392.67 325.73

Provision for Tax 82.01 75.71

Profit After Tax 277.13 253.23

Paid-up Share Capital 1515.24 1515.24

Reserves and Surplus 4712.61 4435.48(excluding revaluation reserve)

(5) Export Performance and Net At present there are Exports in the Company. Further thereForeign Exchange Collaborations is no Export Foreign Collaboration.

(6) Foreign Investments or The company has incorporated a Wholly Owned Subsidiary atCollaborators, if any Dubai.

II. INFORMATION ABOUT THE APPOINTEE

(1) Background details Mr Sanjiv Agarwal is the Executive Chairman & Managing Directorof the company. He is one of the founders and instrumentalin the growth of the Company since incorporation.

(2) Past remuneration Rupees 1,00,000 per month

(3) Recognition or Awards NA

(4) Job Profile and his suitability Mr Sanjiv Agarwal, aged 51 years He has an experience of over 12years in the Ink Industry. He is primarily involved in strategicdecision-making. He has been instrumental in designing andstructuring technological upgradation & modernization andexpansion program being undertaken by the Company. He hashands-on experience in the areas of Finance, Taxation andAccounting.



(5) Remuneration proposed Rs. 3,50,000 (Rupees Three Lacs Fifty Thousand only) per monthwith effect from 1st October, 2012, whether paid as salary,allowance(s), perquisites or a combination thereof, as approvedby the Remuneration Committee.

Provided further that payment towards the following statutoryperquisites will not be included in the aforesaid remuneration:

a. Contribution to provident fund, superannuation fund or annuityfund to the extent these either singly or put together are nottaxable under the Income-tax Act, 1961;

b. Gratuity payable at a rate not exceeding half a month’s salaryfor each completed year of service; and

c. Encashment of leave at the end of tenure.

(6) Comparative remuneration profile The exact figures are not readily available. However, the proposedwith respect to industry, size of remuneration is reasonably justified in comparison with the generalthe company, profile of the market trends and remuneration package of top-level managerialposition and person (in case persons having comparative qualifications and experience.of expatriates the relevantdetails would be w.r.t. thecountry of his origin)

(7) Pecuniary relationship directly Save as the remuneration the appointee does not have any otheror indirectly with the company, material pecuniary relationship with the Company.or relationship with themanagerial personnel, if any

III. OTHER INFORMATION

(1) Reasons for loss or inadequate The Company is in expansion stage and it will take due time toprofits achieve desired production capacity. Further due to stiff competition

from India as well as Foreign Players. There is pressure on turnoveras well as the profitability of the company.

(2) Steps taken or proposed to be Your Directors are hopeful that the steps taken by the managementtaken for improvement including the proposed expansion plans in the company would

substantially increase the turnover and thereby bring an upwardtrend in the profitability of the company.

(3) Expected increase in productivity The company is expected to have substantially improved sales andand profits in measurable terms profitability figures in the next financial years.

IV. DISCLOSURES

The shareholders of the Company shall be informed of the remuneration package of the Managing Director.

The aforesaid explanatory statement for item no. 9 should also be deemed to be notice of the abstract for termsof appointment and payment of remuneration to Mr Sanjiv Agarwal as Managing Director under section 302 ofthe Companies Act 1956.

The members’ approval is required by way of a Special resolution for re-appointment of and payment ofremuneration to Mr Sanjiv Agarwal as the Managing Director.

Your directors recommend the adoption of resolution in the larger interest of the Company.

None of the directors of the Company except Mr Sanjiv Agarwal himself is concerned or interested in theproposed resolution.

For and on Behalf of the BoardOf Tirupati Inks Ltd




DIRECTORS’ REPORT

Dear Fellow Members,Your Directors have pleasure in presenting this 28th Annual Report of your Company together with the Audited Annual Accountsfor the financial year ended 31st March 2012.

Financial Highlights (Rs. in lacs)

Particulars Accounting Period Accounting PeriodEnded 31st March 2012 Ended 31st March 2011

Total Income 15605.17 9825.13

Total Expenditure 15212.50 9499.40Profit / (Loss) Before Tax 392.67 325.73Less:Provision for Income Tax 82.01 75.71Provision of Deferred Tax 33.53 (3.21)Profit / (Loss) After Tax 277.13 253.23Paid-up Share Capital 1515.24 1515.24

Reserve & Surplus 4712.61 4435.48

Year in RetrospectYour company has registered all around progress during the year under review. The company is committed to make itself ininternational standards of quality, operational performance, efficiency and customer care. The highlights of our performancefor the year 2011-12 are:� The Gross Turnover of the company for financial year 2011-12 increased to Rs.156.05 Crs. as against Rs. 98.25 Crs. in

the corresponding previous financial year, registering a growth of 59%.� Net Profit has increased from Rs. 2.53 Crs. in the financial year 2010-11 to Rs. 2.77 Crs. in the financial year 2011-12

registering an increase of 9.49%.� During the year under review, your company has been awarded the certificate of excellence and Ranked third amongst

top 100 Indian corporate as listed in Incindia 500 awards, leading corporate magazine ‘Inc India’. The company is growingon consistent basis and has healthy plans for its expansion.

� We have immense pleasure and feel greatly privelleged to take this opportunity of informing you that during the saidperiod your company has been awarded “SE 1A” CRISIL RATING, for the second consecutive year. This is the HighestRating assigned which indicates “Highest Performance Capability and High Financial Strength” thereby indicating thelevel of creditworthiness adjudged in relation to the other industries in the sector.

Your Directors are putting in their best efforts to improve the performance of the Company. The operational performance of theCompany has been comprehensively covered in the Management Discussion and Analysis Report.The Greater Noida project of the company has commenced its operations in beginning of the last quarter of the financial year2011-12. The Installed capacity of the new plant is 8400 MT p.a. on single shift basis.We feel great in experiencing the trust and confidence reposed by our esteemed shareholders with an increased sense ofresponsibility, and assure them that we shall shoulder the same with utmost care and sense of accountability.

PARTICIPATION IN THE 8TH INTERNATIONAL PLASTICS EXHIBITION AND CONFERENCEPlastindia 2012 which was held in the month of February, 2012 was an event which is basically an industrial fair that providesa platform for the established and upcoming businessmen to shake hands with the entrepreneurs across the globe, cometogether to share their business proposals and crack the best deal for themselves and simultaneously it paves way for theirmutually beneficial business opportunities.The evident eminent growth of plastics industry in India has ensured consolidation and capacity expansion thereby making ita place for global business in Plastics. There was at display the latest equipment and machinery from leading manufacturers.The show offered a good opportunity to see live demonstration of plastic machinery. Major raw materials suppliers andmanufacturers of plastic products were present offering the latest products.Your company had organized a stall in Plastindia 2012. Through this event, we came to interact with numerous customers/suppliers who had expressed their interest to enter into business relationship with the company for the purpose of placingorders to the company for supply of printing inks. We have received multiple proposals by virtue of this industrial fair. Customers



from various countries have shown willingness to purchase ink from us. We have already sent samples of various kinds ofprinting inks and ink concentrates to them for the purpose of their trial run and lab tests pertaining to quality control. By theclose of the second quarter of the financial year 2012-13, we expect to hear from positive them and then will make arrangementsto cater to the needs of the international customers of Printing Inks.

MATERIAL CHANGES ETC.During the month of May, 2012 your Company has set up a Wholly Owned Subsidiary at Dubai, to capture the Middle Eastmarket. The name of the said subsidiary is “Tirupati Inks World Wide FZE”.Except the aforesaid and save as mentioned elsewhere in this Report, no material changes and commitments affecting thefinancial position of the Company have occurred between the end of the financial year of the Company-31st March, 2012 andthe date of this Report.

DIVIDENDThe Board of your Company has decided to retain and plough back the profits into the business of the Company. Thus nodividend is being recommended for this year.

PUBLIC DEPOSITSDuring the year under report, your Company did not accept any deposits from the public in terms of the provisions of section58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOa. 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, regardingconservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure A, formingpart of this report.

b. Export Activities: The product of the company which is printing ink was exported to the overseas market. The Companyexports the printing inks to various countries viz., Nigeria, Turkey, Malaysia, Mauritius, Jordan, Italy, etc. Our exportrevenue from Inks during the year ending March 31, 2012 was Rs.404.92 Lacs (FOB value).

c. Foreign Exchange Earnings and Outgo:(Amount in Rs. Lacs)

Particulars 2011-12 2010-11

Total Foreign Exchange Inflow Rs. 404.92 Rs. 285.34

Total Foreign Exchange Outflow Rs. 1070.88 Rs. 1290.65

PARTICULARS OF EMPLOYEESDuring the financial year under review, none of the Company’s employees was in receipt of remuneration as prescribed undersection 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011,and hence no particulars are required to be disclosed in this Report.

FUTURE PROSPECTS AND OUTLOOK OF THE COMPANYThe Global printing ink market of USD 14.5 billion is split evenly between North America, Europe and Asia-Pacific. While theNorth American and European sales have flattened out, the Asia-Pacific region continues to grow at a fast pace of about 8%,and should soon become the largest region in terms of ink consumption, driven by economic growth in China, India and otherkey countries.The overall Indian economic stability in its user industries such as FMCG, media, flexible packaging and publishing. PrintingInk industry has witnessed an encouraging growth in domestic market during the year under review. The growth of the printingink sector including that of rotogravure and flexographic inks has been very fast.The demand for the printing ink has become the vital aspect in sustaining the market growth. A diversified customer baseensures a wide distribution for the Company’s products. Apart from direct sale of products to the customers, the company hasalso appointed distributors and consignee agents at different locations for product distribution.We have appointed new distributorsin Lagos, Dubai and Srilanka for the international markets and in Uttaranchal for Indian markets.

INCORPORATION OF A WHOLLY OWNED SUBSIDARY AT DUBAIYour company has newly set up a Wholly Qwned Subsidiary at Dubai, to capture the Middle East market. The name of the saidsubsidiary is “Tirupati Inks World Wide FZE”. The Wholly Owned Subsidiary shall be engaged in Trading of all kinds ofPrinting Inks and Sale and Purchase of Resins, Pigment and Dyes, Additives, Adhesives and various Chemical Solvents. Thecompany expects to fuel up and maintain the healthy trend in the financial year 2012-13 on the diversified market for theproducts and growing strategies adopted.



DIRECTORSIn accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr. Rakesh Kr.Agarwal and Mrs. Rajni Maheshwari, Directors of the Company are liable to retire by rotation and being eligible offer themselvesfor re-appointment. Directors recommend their re-appointment.The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specific functional areas, namesof companies in which they have held directorships, committee memberships/chairmanships, their shareholding, etc. arefurnished in the Corporate Governance Report.

AUDITORSM/s Shashi Dinesh & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of theensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) ofthe Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directorsrecommend their re-appointment.

AUDITORS’ REPORTComments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and do not require any further clarification.

DIRECTORS’ RESPONSIBILITY STATEMENTIn terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief andaccording to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attachedAnnual 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 2012 andof 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 theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

d. they have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTINGThe shares of the your company stand listed on BSE Limited and Delhi Stock Exchange The listing fee for the financial year2012-13 has already been paid to both the said Stock Exchanges.

CORPORATE GOVERNANCEYour Company believes that the great organizations are built on the foundation of good governance practices. CorporateGovernance is all about effective management of relationship among constituents of the system, i.e. Shareholders, Management,Employees, Customers, Vendors, Regulatory Bodies and the community at large.As stipulated under Clause-49 of the Listing Agreement, the Management Discussion and Analysis Report and the CorporateGovernance Report has 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 complianceof 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 theAudit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of theAnnual Report.

ACKNOWLEDGEMENTYour Directors are grateful and pleased to place on record their appreciation for the excellent support, trust, guidance andcooperation extended & reposed by the all its Stakeholders, Employees, Customers, Financial Institutions and Banks, variousGovernment Departments, Statutory & Regulatory Bodies and Local Authorities in the Company and look forward to theircontinued patronage. The Board also expresses its appreciation of the understanding and support extended by the Shareholdersand Employees of the Company

For and on Behalf of the BoardOf Tirupati Inks Limited




Annexure AAnnexure to the Directors’ ReportINFORMATION AS PER SECTION 217(1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED31st MARCH, 2012:

PARTICULARS AS PER FORM A: 2011-2012 2010-2011

A. POWER AND FUEL CONSUMPTION

1. ELECTRICITY

(a) PURCHASED:Units (in lacs) 0.7 1.84Total amount (in lacs) 2.86 8.51Rate/Units (in Rs.) 4.08 4.62

(b) OWN GENERATION:(i) Through Diesel Generator

Ltrs (in lacs) 0.29 0.07Total amount (in lacs) 12.22 2.8Rate/Ltrs (in Rs.) 42.13 42

(ii) Through Steam Turbine/Generator NIL NIL

2 LIGHT DIESEL OIL / FURNACE OILQuantity (Kilo Ltrs.) NIL NILTotal Cost (in lacs) NIL NILAverage/Ltrs (in Rs.) NIL NIL

3 GAS

a. LPG GASQuantity (K.G.) NIL NILTotal Cost (in lacs) NIL NILAverage/ K.G. (in Rs.) NIL NIL

b. NATURAL GASQuantity (SCM) NIL NILTotal Cost (in lacs) NIL NILAverage/ SCM (in Rs.) NIL NIL

B. CONSUMPTION PER UNIT OF PRODUCTION

Particulars Unit Standards (if any) Current Year Previous Year

Products (Rs. Per Kg.) 3280.44 2059.80

Electricity (Rs. Per Kg.) 3.28 2.46

Furnace Oil NIL NIL

Coal (specify quality) NIL NIL

Others (specify) NIL NIL



PARTICULARS AS PER FORM B: 2011-2012 2010-2011

A. RESEARCH AND DEVELOPMENT (R & D)

(a) Specified Areas in whichR & D carried out by the Company: NIL NIL

(b) Benefits derived as a result of the above R & D : NIL NIL

(c) Future plan of action NIL NIL

(d) Expenditure on R & D(i) Capital NIL NIL(ii) Recurring NIL NIL(iii) Total NIL NIL(iv) Total R & D Expenditure

as a percentage of total turnover NIL NIL

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(a) Efforts in brief, made towards TechnologyAbsorption, Adaption and Innovation: NIL NIL

(b) Benefits derived as a result of the above effortse.g., product improvement, cost reduction, productdevelopment, import substitution etc., : NIL NIL

(c) In case of imported technology, (imported duringthe last five years reckoned from the beginning ofthe financial year) following information may befurnished :i) Technology imported NIL NILii) Year of import NIL NILiii) Has technology been fully absorbed NIL NILiv) If not fully absorbed, areas where this has

not taken place, reason thereof and future plan of action NIL NIL



MANAGEMENT DISCUSSION AND ANALAYSIS REPORT

Cautionary StatementStatements in the Management Discussion and Analysis Report describing the Company’s objectives, expectationsor predictions may be forward looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factors that could influence theCompany’s operations include overall global economic conditions, domestic manufacturing and service sector growth,foreign exchange stability, stable credit environment, government policies, economic development, political factorsand such other factors beyond the control of the Company.

Forward-Looking StatementsForward-looking statements are based on certain assumptions and expectations of future events. The Companycannot guarantee that these assumptions and expectations are accurate or will be realized. The Company’s actualresults, performance or achievements could thus differ materially from those projected in any such forward-lookingstatements. The Company assumes no responsibility to publicly amend, modify or revise any forward lookingstatements, on the basis of any subsequent developments, information or events.

Overview, Industry Structure & DevelopmentsOur Company is mainly engaged in the business of manufacturing of Printing Inks and Allied Products. We emphasizeon providing complete coloring solutions to our customers and through them , to the society at large.The fortunes of the printing ink industry are linked to the packaging industry & growth of which is at the consequenceof economic growth of the country . New packaging materials with high barrier properties , higher strength , innovativeaesthetics , better shelf life for packaged products , handling convenience & ease to use coupled with ever rising percapita income have given impetus to growth of packaged products consumption.The demand for printing ink is expected to grow further, especially from publishing and packaging segment. Theindustry will be on a zooming track of growth within a short span of time. Flexible packaging has been one of thefastest growing sectors of the packaging market over the last decade having developed from simple wraps and bagsto more complex products with sophisticated functionality. The flexible packaging has a promising future both in India& Globally due to increased consumerism, Asia taking a leading position in the world.Ink is a highly technical product requiring utmost understanding of the chemistry & function of each ingredient of theink composition . With dynamically changing requirements for packaging of varied products both for retail and bulkpackaging , coupled with large volume of packaging materials produced on high speed machines with automaticcontrols , new complex ink formulations using latest inputs , both , raw materials and machines , have to be offeredto convertors . The packaging industry growth of around rate of 15% tantamount to almost similar growth for the inkindustry and this calls for capacity expansion and modernization.Presently we are concentrating on adopting a strong marketing strategy to capture the market in following countriesMiddle East : – Dubai, Iran, Oman, Jordan, Qatar, Slovakia, Turkey Africa : – Nigeria, Egypt, Tanzania, Mozambique,Ghana, Kenya Asia : – Srilanka, Nepal and Bangladesh. And to cater to exacting & demanding requirements ofcustomers in these countries and many other foreign ink consumption centers, a well organized modern manufacturingfacility are in the process of getting set up in Dubai through a Wholly Owned Subsidiary of the company in UAE.We have been arranging customers meet in various countries from time to time in order to have a direct interactionand bonding with the customers. A diversified customer base ensures a wide distribution for the Company’s products.Apart from direct sale of products to the customers, the company has also appointed distributors and consigneeagents at different locations for product distribution. We have appointed new distributors in Lagos, Dubai and Srilankafor the international markets.Moreover, we are adopting an aggressive marketing strategy for capturing share of the domestic market by appointingdistributors in strategic locations viz: Gujarat (Ahmedabad), Tamil Nadu (Chennai), Andhra Pradesh (Hyderabad),UP (Mathura), Punjab (Ludhiana), Delhi (New Delhi), Maharshtra (Mumbai) & we are in the process of coveringother locations from where the penetration into domestic market can be fastened.

Indian EconomyIn the recent times, the Indian Economy has suffered more acutely from global troubles, because it was already in avulnerable position. The fiscal deficit has left policy makers with less headroom to stimulate domestic demand, thefact that fiscal expansion was led by consumption spending, and the structural deterioration in public financesbecause the stimulus is difficult to withdraw. The economy is rapidly losing momentum, and the growth rate has



fallen for four quarters in a row. Economic growth in Q4 of fiscal 2012 was the lowest level in ten years.The focus of the government on higher literacy level would further accelerate the demand of the publishing sector.

Packaging Raw Materials - Inks & AdhesivesThe Asia-Pacific region has proved to be strongest for growth in the printing ink industries, as the growth of packagingand publishing in China, India, Vietnam and other nations is driving expansion. As a result , ink manufacturersenjoyed a strong 2011 in the region and 2012 is doing quite well.Starting in the third quarter of 2011, the printing ink market increased, and especially so in Asia.The competition forthe packaging ink market is getting much stronger, and price increases for raw materials did impact our business.In Japan, sales were down due to declines sales of offset inks and news inks.This was exacerbated by papershortages and procurement difficulties for certain raw materials, both of which were due to the Great East Japaneseearthquake. Sales of packaging inks, however, remained at par.In Southeast Asia, registered sales rose slightly as robust sales of packaging inks countered the decrease in salesof offset and news inks.In India sales soared as we saw increased demand for all products and by far had the strongest growth this pastyear. India is actually continuing to enjoy growth in printing and ink manufacturers are sharing in that expansion.The Indian Ink market is around USD 700 million. The Ink industry grew by around 8% to 9% primarily due to priceincrease affected in December 2010 and June 2011. The combined effect of these two price increases were around8%.The printing ink industry is committed to contribute its share to the food packaging supply chain aimed at enhancingconsumer safety. It is a responsible industry with sustainable products The printing ink industry is fully aware of itsresponsibilities and recognizes the need for reducing the impact on the environment. The industry discharges itsresponsibilities in many ways. For example, it has a proven track record of using considerable amount of renewableraw materials. The industry has established an exclusion list for raw materials. Energy resources are used efficientlyin the manufacturing of inks.For increased qualitative and quantitative production, absorption of imported technology and its up gradation isessential. Manufacturers follow standard tests and procedures for proper quality inks. The use of eco-friendly inksreduces and controls pollution to a great extent. Research efforts in India, on this aspect, have just been initiated.With increase in demand of flexible packaging material, due to shift in customer preference and opening up oforganized retail, the demand for flexographic inks is increasing.

Flexible PackagingFlexible packaging industry is the fastest growing segment of the packaging industry worldwide and growing about5.5% to 6% annually. Asia is growing faster than North America and Western Europe and will emerge as the world’slargest regional flexible packaging market by 2013. The area will account for more than one-third of total demand.Over the last five years, all regions except Western Europe experienced growth ranging from around 4% per annumin North America to 9% in South-East Asia and Oceania as well as in Eastern Europe. China and India were themost dynamic markets, growing in value terms by around 12% and 17% respectively.The strongest printing markets were packaging and publication. The thrust on packaging was due to the organizedretail sector gaining ground and the better sense of hygiene among the growing literate population.Increasing per capita income of the vast middle class population also fueled the demand for better packaged products.New investments in UV and digital presses were the hallmark of this year as these technologies,helped in givingvalue added products.Due to the increase in the literacy rate, the publication industry also saw increased activities. The semi-urban andrural editions were launched by national dailes, and at the same time, major metro cities saw newer publicationsbeing printed to take a piece of pie of the growing market.This growth shall continue as economists, have projected a growth of around 8% to 9% for the country in next twoyears. Beyond 2014, the economy is expected to grow in excess of 10%.We believe packaging inks are the keys to growth as the standard of life in the country increased and awareness offood safety increases.The ever improving performance of eco friendly alternative ink is making waves in the printing and packaging world.Covering water based and biodegradable inks and UV curing methods. Although packaging inks cover the full vivid



spectrum of colour, there is one hue in particular which seems to be growing in importance for the printing andpackaging industries: green.Flexible packaging also offers the advantage of packing smaller quantities compared to traditional packaging andhence, middle class consumers, who comprise of a major section of the Indian society, have the choice of purchasingjust the required products.The flexible packaging market has excellent growth potential in the food and processed food, personal care, FMCGand retail sector. The demand for smaller packaging and increasing consumerism due to higher purchasing powerhas been a boon for the flexible packaging market. Packaging consumer products safely, conveniently, attractivelyand in eco-friendly packaging improves brand value which in turn increases market share. In the aggregate, packagingas sectoral activity boosts consumption and economic growth.With the introduction of innovative and new products, Indian Flexible Packaging Industry will lead to faster growth ata rate of around 20% annually. With the advent of newer plastic films and new technologies, the industry will belooking at better quality of the products and thereby, increased sales volumes. In fact, the market is expected tomultiply its output three times in the next few years owing to the greater demand from the food and processed foodand retail segments.With the expanding middle class and rising income levels, the patterns of consumption are bound to changesubstantially and the demand for quality and convenience-based products will increase. Concurrently, the increasedinteraction with the developed world will considerably influence the aesthetic and quality norms of the Indian consumerand lead to better consumption standards. This is expected to stimulate greater consumption of branded productsand thus increase the use of flexible packaging. Flexible packaging contains multi-layered laminated sheets of singleor a combination of substrates such as plastic, paper and aluminium. Flexible packaging finds preferred use becauseof its ability to provide strength, moisture resistance, aroma retention, gloss, grease resistance, heat retention,printability and low odour. Flexible packaging has gained vast acceptability because of the protection it offers to theproduct against environmental threats like moisture, heat, and chemical reaction. Convenience in handling the productand the cost benefits are added advantages.Our ApproachFor our processes, we will:• Set improvement targets for energy and water consumption, greenhouse gas emissions, and solid waste

emissions.• Measure and report these parameters, regularly, by site and by product.• Establish actions to improve, then re-check and re-measure.For our products, we have:• A structured and robust approach to product development that includes risk management and eco-efficiency

improvements as key criteria.• Proactive approach in working with suppliers, customers, and industry trade groups to promote best practices.Business ReviewFlexible Packaging BusinessThe main products of this business are laminates made with various combinations of Polyester, BOPP, poly, metalized& hologram films and others and supplied in roll form and in various pouches, manufacture of rotogravure cylindersfor various types of rotogravure printing, Anilox/Coating, Rollers for flexo printing and Shims for holographic embossingand holograms and printing ink and adhesives and packaging & processing machines. This business involvescustomization according to the needs of customer. The company provides complete solutions to the packagingneeds of customers.Customization, the key element for value addition for the products , as always , expected to play the major role in theflexible packaging sector too . Tirupati Inks Limited is fully equipped to meet the market demands for the customizedinks for customized flexible packaging materials, through its well developed & well equipped R&D Centre.The Company has successfully developed several new packaging solutions for various applications suitable forFood Industry, the Bakery and Confectionery Industry, Beverage Industry and the Personal Care Products Industry.The Company’s strategy for product innovation together with cost leadership and enhancing quality with betterservice has led to significant growth in sales.The value added flexible packaging business of the Company has been progressively gaining larger share in thetotal revenue of the Company and growing at a faster pace both in the domestic and international market.



OpportunitiesThe packaging industry is very dynamic and has undergone significant change because the environment in which itoperates is changing e.g. laws & regulations, introduction of new products, the globalization of technologies and ageneral increase in competitiveness have accelerated in the last 10 years, but there are greater concerns with healthand reliability issues such as greater commercial pressure for freshness in foods. In the drug sector, there is alsopressure to inform the consumer greater details about the drug, its effects and side effects. Above all, the worldperceives the packaging industry an environmental unfriendly and thus there is opposition to it in general. But all theproducts made by the Company are eco-friendly, thus do not have any effect.Future OutlookThe printing industry growth is linked to the GDP growth of the country. The demand for the printing ink has becomethe vital aspect in sustaining the market growth. The industry depends heavily on the prices of raw materials, crudeoil. Moreover, the price volatility of these commodities has prompted the companies to opt for counter measures. Thedemand for printing ink is expected to grow further, especially from publishing and packaging segment. The industrywill be on a zooming track of growth within a short span of time.Flexible packaging has been one of the fastest growing sectors of the packaging market over the last decade havingdeveloped from simple wraps and bags to more complex products with sophisticated functionality. The flexiblepackaging has promising future both in India & globally due to increased consumerism, Asia taking a leading positionin the world.Corporate Social ResponsibilityThe Company is a socially responsible corporate citizen committed to deliver a positive impact across social, economicand environmental parameters. The Company acknowledges its responsibility on the manner that its activities influenceits consumers, employees and stake holders, as well as the environment. The Company seeks to achieve its corporateand social objectives by focusing on the following strategic areas-• Environmental Responsibility• Employee Engagement• Community InitiativesRisk ManagementOver the years, the Company has achieved an appropriate balance between risk and returns by setting up anefficient risk mitigation system to meet various forms of financial and other risks. The primary risks that the companyis exposed to credit risk, market risk and operational risk. Evaluation of risk and its management becomes moreimportant in the global scenario, especially when your Company is trying to penetrate the global markets.Low demand, economic slowdown, political instability, higher inflation, natural calamities may affect the business.Business therefore cannot be risk free. What is therefore important is to correctly access the risk area wise and totake steps to mitigate the risk before it becomes a potential threat. General risk areas are statutory compliances,economy, financial, government regulations and policies, market related, operational, products and technology,intellectual property etc.Human Resource Development/Industrial RelationsThe Company’s Human Resources philosophy is to establish and build a strong performance and competencydriven culture with greater sense of accountability and responsibility. The Company has taken pragmatic steps forstrengthening organizational competency through involvement and development of employees as well as installingeffective systems for improving the productivity, quality and accountability at functional levels.Our people are our key asset. We have been able to create a work environment that encourages pro-activeness andresponsibility. The Company has cordial relations with employees and staff. There were no industrial relations problemsduring the year and the Company does not anticipate any material problems on this count in the current year. Themanagement is also committed to help the employees and workers to sharpen their skills and to improve theirknowledge base for which continuous efforts are made on training and development.With the changing and turbulent business scenario, our basic focus is to upgrade the skill and knowledge level of theexisting human assets to the required level by providing appropriate leadership at all levels, motivating them to facethe hard facts of business, inculcating the attitude for speed of action and taking responsibilities. The Companyrecognizes the importance and contribution of its human resources for its growth and development and is committedto the development of its people.



Internal Control Systems and AdequacyThe Company has established internal control systems for ensuring optimum use of resources and safeguarding theassets. The Internal Control Systems and procedure are adequate and commensurate with the size of the Company.These business control procedures ensure efficient use and protection of the resources and compliance with thepolicies, procedures and status. The management has put in place internal system for constant review and monitoringof recovery efforts.The Company has already formed an Audit Committee and has met four times in the year. Audit Committee ensuresproper compliance with the provisions of the Listing Agreement with Stock Exchanges, Companies Act, reviews theadequacy and effectiveness of the internal control environment and monitors implementation of Internal auditrecommendations. Besides the above, Audit Committee is actively engaged in overseeing financial disclosures andin reviewing your Company’s risk management policies.The role and responsibility of all managerial positions are established, monitored and controlled regularly. All thetransactions are authorized, timely recorded and reported truly and fairly. However, as part of an ongoing process,we have further strengthened it by making a few more processes and workflows IT system based to ensure tightercontrol, monitoring and increased accountability in various areas of operation. In order to ensure adherence to thelaid- down systems, apart from internal reporting and monitoring, we have also put in place formal Internal AuditSystem commensurate with the size and nature of business. We will continue our focus on improving the systemsand procedures further to improve efficiency, transparency and accuracy.

Environment, Occupational Health & SafetyYour Company is committed to conducting its operations with due regard to the environment and providing a safeand healthy workplace for employees. The collective endeavour of your Company’s employees at all levels is directedtowards sustaining and continuously improving standards of environment, occupational health and safety in a bid toattain and exceed international benchmarks.

Segment PerformancePresently the Company’s primary business segment is Printing Inks, Allied Products and Polyester Films. Details ofBusiness Segments to the extent available are as follows:

Particulars Year Ended 31st March, 2012Printing Inks Polyester Films Total

& Allied ProductsSegment Revenue 11402.37 4106.74 15509.11Segment Results 820.84 181.22 1002.06Less: Unallocated Expenses - - 145.10

Add: Interest & Other Income - - 40.77Less: Financial Expenses - - 505.06Profit Before Tax - - 392.67

Less: Provision for Tax - - 115.54Profit After Tax - - 277.13



REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below:

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is a set of systems and practices to ensure that the affairs of the company are beingmanaged in a way which ensures accountability,transparency, fairness in all its transactions in the widest senseand meet its stakeholders aspirations and societal expectations. Corporate Governance at Tirupati is a rigorousand well-established framework that helps to manage the Company’s affairs in a fair, accountable and transparentmanner. Responsible corporate conduct is integral to the manner that we conduct our business and our actionsare governed by values and principles, which are reinforced across all levels within the Company. Your Companyhas evolved guidelines and best practices over the years to ensure timely disclosure of information regardingour financials, performance, product offerings, distribution network and governance. To succeed, maintainsustainable growth and create long-term value requires the highest standards of corporate discipline. YourCompany continues to focus its resources, strengths and strategies to achieve the vision of becoming a globalleader in Printing Inks and Allied Products while upholding the Core values of Quality, Trust, Leadership andExcellence.

The demands of Corporate Governance require professionals to raise their competency and capability levels tomeet the expectations in managing the enterprise and its resources effectively with the highest standards ofethics. It has thus become crucial to foster and sustain a culture that integrates all components of good governanceby carefully balancing the complex inter relationship among the Board of Directors, Audit Committee, Accounting,Corporate Secretarial Team, Auditors and Senior Management - the CEO and CFO.

Our Code of Business Conduct and Ethics, and the Charter–Business for Peace are an extension of our valuesand reflect our commitment to ethical business practices, integrity and regulatory compliances. The Company’sCorporate Governance philosophy is further strengthened through the Code of Conduct for Prevention of InsiderTrading. The Company believes that all its actions must serve the underlying goal of enhancing overall shareholdervalue on a sustained basis. The Company is conscious of its responsibility as a good corporate citizen. TheCompany values transparency, professionalism and accountability.

COMPANY’S GOVERNANCE STRUCTUREThe Corporate Governance structure at Tirupati is as follows:

i. The Board of Directors: The Members of Tirupati Board with the permission of Chairman are free to bringup any matter for discussion at the Board Meetings and the functioning is democratic. The Board plays a keyrole in framing policies for ensuring and enhancing good governance. Besides its primary role of settingcorporate strategies and goals and monitoring corporate performance, the Board directs and guides theactivities of the Management towards achieving those corporate goals, seeks accountability with a view toachieve sustained and consistent growth aimed at adding value for its stakeholders.

ii. Board Committee: The Board has constituted the following Committees viz; Audit Committee, RemunerationCommittee & Shareholders’/Investors’ Grievance Committee. Each Committee has been mandated to operatewithin a given framework.

2. COMPOSITION OF BOARDThe Board is broad-based and consists of eminent individuals drawn from Industry, Management, Technical,Financial, Legal and Marketing. The Board is entrusted with the ultimate responsibility of the management,general affairs, directions and performance of the company. The company is managed by the Board of Directorsin coordination with the senior management team. The current policy is to have an appropriate mix of executive,non-executive and independent directors to maintain the independence of the Board, and to separate the functionsof governance and management. Currently the Board consists of six members, three of whom are executive andthree are independent directors. The Board periodically evaluates the need for change in its composition andsize.The details of each member of the Board along with the number of Directorship and Committee Membershipare provided in this report.The Company maintains an optimum combination of Executive, Non-Executive and Independent Directors. TheBoard consists of total Six (6) directors on 31st March, 2012, out of which three (3) are independent. As on date



of this report Mr. Sanjiv Agarwal is the Executive Chairman and Managing Director of the Company, Mr. RakeshKumar Agarwal and Mrs. Rajni Maheshwari are the Whole Time Directors of the Company. The Constitution ofthe Board as on 31st March 2012 is as follows:

Name of the Director & Category No. of positionsDesignation held in other Public Companies1

Board CommitteeMembership Chairmanship

Mr Sanjiv Agarwal Promoter & Executive Nil Nil NilExecutive Chairman &Managing Director2

Mr Rakesh Kumar Agarwal Promoter & Executive Nil Nil NilWhole Time Director2

Mrs. Rajni Maheshwari Promoter & Executive Nil Nil NilWhole Time Director

Mr Ram Shanker Agarwal Non-Executive & Independent Nil Nil NilDirector

Mr Ram Prakash Gupta Non-Executive & Independent Nil Nil NilDirector

Mr Keshav Behari Lall Non-Executive & Independent Nil Nil NilDirector

1 Only included Indian Companies2w.e.f.26th April, 2012 Mr. Sanjiv Agarwal was appointed as Managing Director of the Company and Mr. RakeshKr. Agarwal was appointed as Whole Time Director of the Company.

Directors’ Attendance Record

During the Financial Year 2011-12, (22) Twenty Two meetings of the Board of Directors were held on 28.04.2011,05.05.2011, 06.05.2011, 12.05.2011, 25.06.2011, 15.07.2011, 12.08.2011, 23.08.2011,09.09.2011, 12.09.2011,30.09.2011, 15.10.2011, 18.10.2011, 12.11.2011, 14.11.2011, 12.12.2011, 23.01.2012, 02.02.2012, 03.02.2012,11.02.2012, 15.03.2012 & 26.03.2012. The Board was duly supplied with the agenda of the meetings incorporatingall material information for facilitating meaningful and focused discussions at the meeting. The intervening periodbetween the Board Meetings was well within the maximum time gap of four months as prescribed in clause 49of the Listing Agreement. Details of attendance of Directors in the Board meeting during the financial year 2011-12 are as under:

Name of the Director No. of Board Attendance at Whether attendedMeeting Held the Board Meeting Last AGM

Mr. Sanjiv Agarwal 22 22 Yes

Mrs. RajniMaheshwari 22 22 Yes

Mr. Rakesh Kumar Agarwal 22 22 Yes

Mr. Ram Shanker Agarwal 22 NIL Yes

Mr. Ram Prakash Gupta 22 NIL Yes

Mr. Keshav Behari Lall 22 NIL Yes



Disclosure Regarding Appointment & Re-appointment of Directors in the ensuing AGM

Mr. Rakesh Kumar Agarwal and Mrs. Rajni Maheshwari, Directors, who shall be retiring in this AGM, beingeligible have offered themselves for re-appointment. Brief particulars of these directors are as follows:

Particulars Mr. Rakesh Kumar Agarwal Mrs. Rajni Maheshwari

DIN 00191491 01371043

Father’s Name Late Mr. Dhoop Narain Agarwal Mr. Girdhar Das Bhattar

Date of Birth 16.12.1960 07.01.1970

Address 74 EWS 7/103-AGanga Vihar, Jajmau Swaroop Nagar,Kanpur 208 010, UP Kanpur 208 002, UP

Designation Whole Time Director Whole Time Director

Education Undergraduate B.A.

Experience Over 11 years in the Printing 6 years experience in AdministrativeInk Industry and various Financial Functions

Companies in which NIL NILholds Directorship

Companies in which NIL NILholds membership ofcommittees

Shareholding in the 100 175Company* (No. & %) 0.00% 0.00%

Relationship withother Director No relation with any Director No relation with any Director

*As on Date

BRIEF PROFILE OF KMP’S

Mr. Neeruj Nigam, Chief Executive Officer

Mr. Neeruj Nigam is a Bachelor in Science, PGDBA (Finance) AIMA, he has a working experience of about 32 yearsin a Government company with Ministry of Textiles and companies and private sector i.e J.K. Synthesis, TTK Healthcareand Consultancy assignment in project financing, production, service and distribution industry. He monitors themanagement affairs on day to day basis and keeps a close check on the working of all the departments. He ensuresthe implementation of a sound and healthy system of strategic management by taking weekly work report andholding monthly meet of the Departmental heads of the company thereby making them accountable for their work.

Mr. Rajiv Kapoor, Chief Financial Officer

Mr. Rajiv Kapoor is a Commerce Graduate and a Fellow Member of the Institute of Chartered Accountants of India.He is entrusted with the overall incharge of the Finance Department of the company. He looks after all the issues andaffairs relating to Finance, Accounts and Taxation Matters. He has a work experience of about 16 years. He hadbeen associated with Jagran Group for Companies, India’s Largest read National Daily.

Mr. Sanjiv Kumar Agarwal, Chief Operating Officer

Mr. Sanjiv Kumar Agarwal, holds a Bachelor degree in Science (Technology) & Post Graduate degree in MarketingManagement. He has total experience of 24 years majorly in the field of designing, planning, marketing and operation,out of which he has 15 years of experience working with Grasim Industries and 8 years experience of working withBritish India Corporation.



Dr. Dilip as the Executive Director (Technical) – Printing Inks & CoatingsDr. Dilip holds a Bachelor’s degree in Chemistry and Physics and Master’s Degree in Chemistry. He has done his Phdin Chemistry from Department of Chemistry, University of Bombay, Diploma in Business Management. He has morethan 29 years of national and international work experience with global leading companies resulting in progressivebuild up of responsibilities and achievements. Besides shouldering responsibilities at highest level in the domains ofR&D, Technical Servicing, Quality Control, “Technical Support” to production and marketing and training of the technicalstaff. He has a management experience of the inter industry transferable skills such as Quality Assurance (ISO 9001),OH & S Management (ISO 14001), Environment Management (ISO 18001), TQM and TPM.

Mr. Bhisham Teckchandani, President MarketingMr. Bhisham Teckchandani, is Bachelor in Technical, Honours in Textile Chemistry and has an overall experience ofabout two and a half decade as an international marketer with his strong association with flexible packaging sectors both , as input marketer ( Adhesives , Inks , Polyester Film , Metalized Polyester Film & Extruded Plastic films ) &also as marketer of packaging materials – laminates & printed extruded films , which consume above inputs . Heis an astute & result oriented professional with 30 years of extensive experience in strategic operations, sales,marketing, business development, technical services, distribution management & CRM with profit accountability. Heis a keen strategist with expertise in managing entire operations with focus on profitability by ensuring optimalutilization of resources.

Ms. GarimaVishnoi, Company Secretary and Compliance OfficerMs. GarimaVishnoi, is a Commerce Graduate and an Associate Member of The Institute of Company Secretaries ofIndia. She is mainly responsible for handling corporate and secretarial matters and is overall in charge of secretarialand legal matters including ROC compliances. Being the Compliance Officer, she ensures timely compliancespertaining to Listing Agreement entered into with the Stock Exchanges, Securities Contracts and Regulation Act,1956 , Rules and Regulations made thereunder and attending to all the matters and issues relating to SEBI Rulesand Regulations. Besides implementing good corporate governance practices, she also handles the investorcomplaints and ensures their redressal within a week’s time.

3. AUDIT COMMITTEE

(a) Terms of Reference

The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the provisionsof the Clause 49 of the Listing Agreement. The Audit Committee was last re-constituted on 24th August,2010. The Audit Committee shall have the authority to investigate into any matter that may be prescribedand the matters listed below and for this purpose the Audit Committee shall have full access to informationcontained in the records of the Company and external professional advice, if necessary:

a. To review financial reporting process, all financial statements.

b. To recommend appointment/ re-appointment/ replacement/ removal/ Audit fees/ any other fees of StatutoryAuditor.

c. Reviewing along with management, the listing compliances, related party disclosures, qualifications indraft audit report, matters required to be included in Directors Responsibility Statement, quarterly financialstatements before its submission to the Board, changes in accounting policies, major accounting entriesbased on estimate of management.

d. To look into all matters relating to internal control system, internal audit system and the reasons forsubstantial defaults in the payment to the depositors.

e. To review functioning of “Whistle Blower Mechanism”, if any.

f. To review Management Discussion and Analysis of financial condition and results of operation, statementof significant Related Party Transactions as submitted by management, internal audit report, term ofchief internal auditor (including his remuneration).

(b) CompositionThe committee comprises of one Executive and two non executive independent directors i.e. Mr Ram ShankerAgarwal– as Chairman; Mr. Sanjiv Agarwal and Mr Ram Prakash Gupta as the Members of the Committee.



(c) AttendanceThe Committee met four (4) times during the Financial Year 2011-2012 on the following dates: 15.07.2011,12.08.2011, 12.11.2011 and 11.02.2012 Details of attendance of Directors in the Audit Committee meetingare as under:

Name of the Director Designation Category Attendance at the AuditCommittee Meeting

Mr Ram Shanker Agarwal Chairman Non Executive & 4Independent Director

Mr Sanjiv Agarwal Member Promoter & 4Executive Director

Mr Ram Prakash Gupta Member Non Executive & 4Independent Director

4. REMUNERATION COMMITTEE

(a) Composition & Terms of ReferenceThe Remuneration Committee shall have the power to determine the Company’s policy on specific remunerationpackages including pension rights and other compensation for executive directors and for this purpose, theRemuneration Committee shall have full access to information contained in the records of the Company andexternal professional advice, if necessary.The Committee was last re-constituted on 6th October,2010. The committee comprises of three non executiveindependent directors i.e. Mr Ram Shanker Agarwal– as Chairman; Mr. Keshav Behari Lall and Mr. RamPrakash Gupta as the Members of the Committee. Metting held on 23th August, 2011

(b) Remuneration Policy of the CompanyThe remuneration policy of the Company is directed towards rewarding performance. The Managing Directorand the Whole Time Director of the Company are entitled for payment of Remuneration as decided by theBoard and approved by the members as per the provisions of the Companies Act, 1956. Directors are alsoentitled for the sitting fee for attending Board Committee Meeting except the Managing Director and WholeTime Director.

(c) Details of the Directors’ Remuneration for the financial year ended 31st March, 2012

Name of Director Sitting Salaries & Commision, Total No. of SharesFees Perquisites Bonus Amount held* & %

(In Rs.) Exgratia (In Rs.)

Mr Sanjiv Agarwal Nil 950000 Nil 950000 3413217 (22.53%)

Mr Rakesh Kumar Agarwal Nil 494000 Nil 494000 100 (0.00%)

Mrs Rajni Maheshwari Nil 475000 Nil 475000 175 (0.00%)

Mr Ram Prakash Gupta 9000 Nil Nil 9000 Nil

Mr Ram Shanker Agarwal 9000 Nil Nil 9000 Nil

Mr Keshav Behari Lall 1000 Nil Nil 1000 Nil

*As on Date.

5. INVESTORS’ GRIEVANCE COMMITTEE

(a) Composition & Terms of ReferenceThe Company has constituted an “Investors’ Grievance Committee” to look into redressal of Shareholder’s/ investors’ complaints, to approve share transfer, share transmission, splitting, consolidation, rematerializationrequisitions etc. and to oversee all matters connected with the Shareholders.The Committee was last re-constituted on 24th August, 2010. The committee comprises of one executiveand two non executive independent directors i.e. Mr. Ram Shanker Agarwal– as Chairman; Mr. SanjivAgarwal and Mr Ram Prakash Gupta as the Members of the Committee.



Name of the Director Category Designation

Mr Ram Shanker Agarwal Non-executive Independent Chairman

Mr Sanjiv Agarwal Promoter Executive Director Member

Mr Ram Prakash Gupta Non Executive Independent Director Member

The committee met Four (4) times during the year on 15.07.2011, 12.08.2011, 12.11.2011 and 11.02.2012.(b) Ms. GarimaVishnoi is the Compliance Officer of the Company for the purpose of Clause 47 of the Listing

Agreements to look after the compliances under the Listing Agreement and other SEBI Rules & Regulationsetc.

(c) During the year, the Company received 18 complaints from its shareholders. All of them were resolved to thesatisfaction of the shareholders and investors.

6. GENERAL BODY MEETINGSA). Annual General Meetings: Particulars of past three Annual General Meetings of the Company:

Year Date Venue Time No. of SpecialResolution(s)

passed

2009 29.09.2009 Lok Kala Manch, Gaytri Hall, 20, 10.30 A.M. TwoLodhi Institutional Area, Lodi Road,

New Delhi

2010 25.09.2010 B-4, Unesco Apartments, 11:00 A.M. NilPlot No. 55, IP Extension Patparganj,

Delhi-110092

2011 27.09.2011 Lok Kala Manch, Gaytri Hall, 20, 11:00 A.M. OneLodhi Institutional Area, Lodi Road,

New Delhi

Special Resolution passed during the last three Annual General Meeting.

Year Date Business Passed

2009 29.09.2009 • Further issue of shares u/s 81(1A)• Alteration of Articles of Association

2010 25.09.2010 Nil

2011 27.09.2011 • Approval for change in terms of Prospectus

7. DISCLOSURES(a) Related Party Transactions

There are no materially significant related party transactions with its Promoters, the Directors or theManagement, their Subsidiaries or Relatives etc., which may have potential conflict with the interest of thecompany at large. The other related party transactions are given in note no. 2.33 of Notes on Accountsannexed to and forming the part of Balance Sheet and Profit and Loss Account of the Company.

(b) Non compliance by the Company, Penalties, StructuresThere were no instances of non-compliance by the Company, penalties, structures imposed on the Companyby the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during thelast three years.

(c) Non mandatory requirementsThe Company proposes to adopt the non-mandatory requirements including adoption of Whistle BlowerPolicy given in Annexure-3 of Clause 49 of the listing agreement in due course of time.

8. CODE OF CONDUCTThe Board has formulated a code of conduct for the Board members and senior management of the Company.The same has also been posted on the website of the Company. All Board members and senior managementpersonnel have affirmed their compliance with the code.



Declaration on compliance with code of conduct by the Chairman & Managing Director:

The Board has formulated a code of conduct for the Board members and senior management of the Company,which has been posted on the website of the Company – www.tirupatiinks.com.

It is hereby affirmed that all the Directors and senior management personnel have complied with the code ofconduct framed by the Company and a confirmation to that effect has been obtained from the directors andsenior management.

Sanjiv AgarwalExecutive Chairman & Managing Director

9. MEANS OF COMMUNICATION

(a) At present quarterly/ half-yearly reports are not being sent to shareholder, individually.

(b) The Quarterly / Half-Yearly / Annual Accounts results are published in the English and Hindi Newspapers.

— which newspaper normally published in Financial Express Mumbai Edition(English)Financial Express Delhi Edition(English) & Jansatta (Hindi)

— Any website where displayed Yes — www.tirupatiinks.com

(c) The Management Discussion and Analysis Report forms a part of the Annual Report.

10. GENERAL SHAREHOLDERS INFORMATION

i) Annual General Meeting

Day & Date Time Venue

Friday, September 28th, 2012 9:30 A.M. Poorva Sanskriti Kendra (PSK) 14,District Centre, LaxmiNagar,Vikas Marg, Delhi - 110092

ii) Financial Calendar

Events Tentative time frame

Financial Reporting for the first quarter ended 14th August, 2012 (actual)30th June, 2012

Financial Reporting for the second quarter ending On or before 14th November 201230th September, 2012

Financial Reporting for the third quarter ending On or before 14th February 201331st December, 2012

Financial Reporting for the fourth quarter ending On or before 15th May 201331st March, 2013

iii) Dates of Book Closure : Thursday, 27th September, 2012to Friday, 28th September, 2012

iv) Dividend Payment Date : Not applicable

v) Listing on Stock Exchanges: The Shares of the Company are listed on BSE Limited and Delhi StockExchange Limited.

vi) Stock Code/ Symbol: 533258 at BSE Limited and 19053 at the Delhi Stock Exchange Limited.



vii) Market Price Data: The High/ low of market price of the Company’s equity shares traded on BSE during thefinancial year were as follows:

Year High Low VolumeApr. 2011 14.19 10.3 1,22,40,533May. 2011 10.58 8.3 48,57,069Jun. 2011 9.7 7.5 29,62,562Jul. 2011 9.49 7.55 43,50,176Aug. 2011 8.34 5.78 27,06,480Sep. 2011 8.25 5.81 38,11,608Oct. 2011 8.14 5.83 28,46,304Nov. 2011 6.3 4.55 17,41,441Dec. 2011 5.39 4.06 10,31,111Jan. 2012 7.05 4.11 30,83,528Feb. 2012 7.3 5.85 35,76,659Mar. 2012 6.39 4.75 17,57,518

Source : www.bseindia.com

viii)Registrar and Share Transfer Agent & Share Transfer SystemIn compliance with the Listing Guidelines, the Share Transfer System of the Company is regularly audited.M/s Beetal Financial & Computer Services (P) Ltd, its Registrar and Share Transfer Agent carries out theprocess of share transfer in physical as well as in demat form.

Particulars Beetal Financial & Computer Services (P) Ltd

Contact Person Mr Puneet Mittal

Address Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre,Near Dada Harsukhdas Mandir,New Delhi- 110 062

Telephone No. 011-29961281, 282 , 283

Fax No. 011-29961284

E-mail [email protected]

ix) Distribution of Shareholding as on 31st March 2012:

Shareholding of Nominal Shareholders Share AmountValue of

Rs. Number % to Total In Rs. % to Total

(1) (2) (3) (4) (5)

Up to 5,000 7630 73.11 15021610 9.91

5,001 10,000 1306 12.51 11134010 7.35

10,001 20,000 714 6.84 11451650 7.56

20,001 30,000 254 2.43 6699890 4.42

30,001 40,000 105 1.01 3854870 2.54

40,001 50,000 114 1.09 5516630 3.64

50,001 1,00,000 166 1.59 12376710 8.17

1,00,001 and Above 147 1.41 85468330 56.41

Total 10436 100 15,15,23,700 100



x) Dematerialization of shares and liquidity: As on 31st March 2012 about 97.60% of the Company’s equitypaid-up capital had been dematerialized. Trading in equity shares of the Company at the Stock Exchange ispermitted compulsorily in demat mode.

xi) There are no outstanding GDRs/ ADRs/ Warrants or any other Convertible Instruments as on the date.

xii) Plant Locations:At the beginning of the financial year 2011-12, the company had its printing ink plant onlyat Jammu. However, it commissioned its new manufacturing facility at Greater Noida.

UnitsJammu UnitLane No.4, Phase-II, Plot No.267, SIDCO Industrial Complex,Bari Brahmana, Jammu – 181133 (J & K)

Greater Noida UnitPlot no. D-109 to D-112, Industrial Area, Surajpur - Site 5,EPIP, Kasna, Greater Noida.

xiii)Address for Correspondence: The shareholders may send their communication grievances/ queries to theRegistrar and Share Transfer Agents at their Address mentioned above or to the Company at:

Investor Relation CentreTirupati Inks Ltd

101, DDA Market, Hargobind EnclaveVikas Marg Extn.

New Delhi – 110 092Telefax: +91-11-22376767

e-mail:[email protected]



CEO/CFO Certification

We, Sanjiv Agarwal, Executive Chairman & Managing Director and Rajiv Kapoor, Chief Financial Officer (CFO),responsible for the finance function certifies that:

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2012 and thatto the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

(ii) these statements together present a true and fair view of the company’s affairs and are in compliance withexisting accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions entered into by the company during the year which isfraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that theyhave evaluated the effectiveness of internal control systems of the company pertaining to financial reporting andthey have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of suchinternal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify thesedeficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

(iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the company’s internal control system over financialreporting.

Date : 29th August, 2012 Rajiv Kapoor Sanjiv AgarwalPlace : Delhi Chief Financial Officer Executive Chairman &

Managing Director

Certificate of Compliance with the conditions ofCorporate Governance under Clause 49 of the Listing Agreement

ToThe MembersTirupati Inks LimitedNew Delhi

We have examined the compliance of conditions of Corporate Governance by Tirupati Inks Limited (hereinafterreferred as “the Company”) for the year ended March 31, 2012, as stipulated in clause 49 of the listing agreement ofthe said Company with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in the above-mentioned listing agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the Management has conducted the affairs of the Company.

For R&DCompany Secretaries

Date : 29th August, 2012 Debabrata Deb NathPlace : Delhi ACS: 23935; CP: 8612



AUDITOR’S REPORT

The MembersM/s Tirupati Inks Limited.101, DDA Market, Hargobind Enclave,Vikas Marg Extn.,Delhi - 110092

We have audited the attached Balance Sheet of Tirupati Inks Limited (“the Company”) as at March 31, 2012, therelated Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which wehave signed under reference to this report. These financial statements are the responsibility of the Management ofthe Company. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by the Management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report)(Amendment) Order, 2004 (together, ‘the Order’) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, of India (the Act), and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanations given to us, we set out inthe Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in Paragraph 3 above, we report that :

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appearsfrom our examination of those books.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreementwith the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by thisreport comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of the written representations received from the Directors as on March 31, 2012, and taken onrecord by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2012 frombeing appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanation given to us, the Balance Sheet,Profit and Loss Account and the Cash Flow Statement, together with the Notes thereon and annexed thereto,give in the prescribed manner the information required by the Act and give a true and fair view in conformity withthe accounting principles generally accepted in India :i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; andiii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For SHASHI DINESH & CO.Chartered Accountants

(CA Sudhir Kapoor)Partner

Place : Delhi Membership No. 073456Dated : 30.05.2012 Firm’s Regn No. 004975 C



ANNEXURE TO THE AUDITORS REPORT

i (a) The Fixed Assets register of the company was destroyed in the fire at Kanpur Unit. However, the managementhas compiled and prepared the said register since the Financial Year 2009-10 till date, to the extent ofavailability of figures thereat.The Company has maintained proper records showing full particulars including quantitative details andsituation of Fixed Assets of its Greater Noida & Jammu Units.

(b) As informed to us a portion of these fixed assets have been physically verified by the management duringthe period. The discrepancies noticed, if any, from the book records and physical inventory of Fixed Assetsregister were not material.

(c) In our opinion and according to the information and explanation given to us no substantial part of the FixedAssets has been disposed off during the year.

ii (a) The inventory has been physically verified during the year by the management. In our opinion, the frequencyof verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable andadequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. In our opinion and according to the information andexplanation given to us no material discrepancies were noticed on physical verification.

iii (a) The company has not granted any loans secured or unsecured to the companies, firms or other partiescovered under section 301 of the Act. Accordingly clauses iii(b) to iii (d) of the paragraph 4 of the order arenot applicable to company for the current year.

(b) The company obtained an unsecured, interest free loan from one of the director of the company in earlieryears, which was repaid during the year. The amount valued was Rs.40.65 Lacs. The terms and conditionsare not prima facie prejudicial to the interest of the company.

iv In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with size of the company and the nature of its business with regard to purchase ofinventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we havenot observed any continuing failure to correct major weaknesses in internal controls.

v. (a) According to the information and explanations given to us, we are of the opinion that the transaction thatneed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been soentered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuanceof contracts or arrangements entered in the register maintained under section 301 of the Companies Act,1956 in respect of any party, during the year have been made at prices which are reasonable having regardto prevailing market prices at the relevant time.

vi. As per the information and explanations given to us and as per our examination of books of accounts, thecompany has not taken any deposit, hence there is no contravention of the provisions of Section 58A, 58AA orany other relevant provisions of the Companies Act, 1956.

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.In view of the increased size and nature of the transactions, it is advisable to strength it more, in the ensuingyear.

viii. During the year the maintenance of cost accounting records has been prescribed by the Central Governmentunder section 209 (1) ( d ) of the Companies Act, 1956, w.e.f 30th June, 2011 , by virtue of the order no. 52/26/CAB/2010 dated 30.06.2011, as confirmed by the management. We have reviewed the cost accounting recordsas maintained by the company and are of the opinion that prima facie, the prescribed accounts and recordshave been maintained. We have not however, made a detailed examination of the records with a view to determinewhether they are accurate and complete.

ix (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues includingprovident fund, employees state insurance, income tax, service tax, custom duty, excise duty, cess andother material statutory dues applicable to it.



(b) According to the information and explanations given to us, no undisputed amounts payable in respect ofincome tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st

March 2012 for a period of more than six months from the date they became payable.

x. The company has no accumulated losses, hence this clause is not applicable .

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted inrepayment of dues to financial institution, bank or debenture holders.

xii. The company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions ofclause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities debentures and other investments.Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicableto the company.

xv. As per the explanation and as per the records of the company, no guarantee has been given by the companyfor loans taken by the others from Banks or Financial Institutions.

xvi. The Company has raised new Vehicle Loan during the year. The Term Loans outstanding at the beginning ofthe year and those raised during the year have been applied, on an overall basis for the purposes for whichthey were raised.

xvii. According to the information and explanations given to us, and on an overall examination of the balance sheetof the company, we are of the opinion that there are no funds raised on short-term basis that have been usedfor long-term investment. No long-term fund have been used to finance short-term assets except permanentworking capital.

xviii. The Company has not made any Preferential Allotment of shares to parties and companies covered in theregister maintained under section 301 of the Companies Act, 1956.

xix Since the company has not issued debentures this clause is not applicable.

xx. The Company has not raised any monies by way of public issues during the year.

xxi. In our opinion and according to the information and explanations given to us, no fraud on or by the companyhas been noticed or reported during the year.

For SHASHI DINESH & CO.Chartered Accountants

(CA Sudhir Kapoor)Partner

Place : Delhi Membership No. 073456Dated : 30.05.2012 Firm’s Regn No. 004975 C



BALANCE SHEET AS AT 31ST MARCH, 2012

(Rs. in Lacs)

As At As AtPARTICULARS Note No.

31st March 2012 31st March 2011

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds(a) Share Capital 2.01 1515.24 1515.24(b) Reserves and Surplus 2.02 4712.61 4435.48

(2) Non-Current Liabilities(a) Long Term Borrowings 2.03 9.25 77.46(b) Deferred Tax Liabilities (Net) 61.31 27.78(c) Other Long Term Liabilities 2.04 7.01 9.01(d) Long Term Provisions 2.05 12.80 12.80

(3) Current Liabilities(a) Short-Term Borrowings 2.06 3409.90 2028.54(b) Trade Payables 2.07 3467.48 983.90(c) Other Current Liabilities 2.08 147.29 75.64(d) Short-Term Provisions 2.09 81.26 75.83

----------------------------------------------------------- ---------------------------------------------------------Total Equity & Liabilities 13424.15 9241.68

========================================= ========================================II. ASSETS

(1) Non-Current Assets(a) Fixed Assets 2.10

(i) Tangible Assets 2062.64 443.82(ii) Intangible Assets 0.00 0.00(iii) Capital Work-in Progress 1409.87 1414.36

(b) Long Term Loans and Advances 2.11 16.46 4.72

(2) Current Assets(a) Inventories 2.12 3822.53 1936.57(b) Trade Receivables 2.13 4991.40 4041.17(c) Cash and Cash Equivalents 2.14 353.17 495.46(d) Short-Term Loans and Advances 2.15 768.08 905.58

----------------------------------------------------------- ---------------------------------------------------------Total Assets 13424.15 9241.68

========================================= ========================================Significant Accounting Policies 1Notes to Accounts 2

As per our separate report of even date.

For SHASHI DINESH & CO. For Tirupati Inks Ltd.Chartered Accountants

(CA Sudhir Kapoor)Partner (Sanjiv Agarwal) (Rakesh Kumar Agarwal)Membership No. 073456 Chairman & Managing Director Whole Time DirectorFirm’s Regn No. 004975 C

Place : Delhi (Rajni Maheshwari) (Garima Vishnoi)Date : 30th May, 2012 Whole Time Director Company Secretary



MANUFACTURING, TRADING & PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED ON 31st MARCH 2012

(Rs. in Lacs)

Year Ended Year EndedPARTICULARS Note No.


I Revenue from Operations 2.16 15564.40 9800.52

II Other Income 2.17 40.77 24.61----------------------------------------------------------- ---------------------------------------------------------

Total Revenue 15605.17 9825.13----------------------------------------------------------- ---------------------------------------------------------

III Expenses:

Purchases/Consumption 2.18 15098.37 9480.34

Manufacturing Cost 2.19 126.45 117.38

(Increase)/ Decrease in F.G., WIP &Stock in Trade 2.20 (792.12) (661.62)

Employee Benefit Expenses 2.21 110.60 80.62

Finance Costs 2.22 505.06 330.59

Depreciation and Amortisation Expenses 2.23 23.61 20.46

Other Expenses 2.24 140.53 131.63----------------------------------------------------------- ---------------------------------------------------------

Total Expenses 15212.50 9499.40----------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------

IV Profit/(Loss) for the Year Before Tax 392.67 325.73----------------------------------------------------------- ---------------------------------------------------------

V Tax Expense:

(1) Current Tax 82.01 75.71

(2) Deferred Tax 33.53 (3.21)----------------------------------------------------------- ---------------------------------------------------------

VI Profit/(Loss) for the Year After Tax 277.13 253.23----------------------------------------------------------- ---------------------------------------------------------

VII Earning Per Equity Share:

Basic/Diluted 1.83 2.73

Significant Accounting Policies 1Notes to Accounts 2

As per our separate report of even date.






CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2012

(Rs. in Lacs)

Year Ended Year EndedPARTICULARS


(A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 392.67 325.73Add: Depreciation 23.61 20.46Interest Expenses 505.06 330.59Less:Interest Income ( - ) 40.77 ( - ) 24.61

------------------------------------------------------- -------------------------------------------------------Operating Profit Before Working Capital Changes 880.57 652.17Adjusted forInventories ( - ) 1885.96 ( - ) 521.90Trade Receivables ( - ) 950.23 ( - ) 2356.43Long Term Loans & Advances ( - ) 11.74 ( - ) 1.75Short Term Loans & Advances 137.50 ( - ) 863.97Trade Payables 2483.58 259.03Other Current Liabilities 71.65 ( - ) 8.95

------------------------------------------------------- -------------------------------------------------------Cash Generated from Operations 725.37 ( - ) 2841.80Tax Paid 76.58 ( - ) 68.46

------------------------------------------------------- -------------------------------------------------------NET CASH FLOW FROM OPERATING ACTIVITIES 648.79 ( - ) 2910.26

------------------------------------------------------- -------------------------------------------------------(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets ( - ) 1645.06 ( - ) 259.15C.W.I.P. (Including Advance against Capital Goods) 4.49 ( - ) 1408.63Fixed Assets lost in Fire 0.00 127.13Subsidy Received Against Fixed Assets 2.63 0.00Interest Income 40.77 24.61

------------------------------------------------------- -------------------------------------------------------NET CASH FLOW FROM INVESTING ACTIVITIES ( - ) 1597.17 ( - ) 1516.04

------------------------------------------------------- -------------------------------------------------------(C ) CASH FLOW FROM FINANCING ACTIVITIES

Share Capital 0.00 1197.68Long Term Borrowings ( - ) 68.21 ( - ) 337.25Short Term Borrowings 1381.36 432.02Other Long Term Liabilities ( - ) 2.00 0.00Securities Premium 0.00 3952.33Public Issue Expenses 0.00 ( - ) 137.07Interest Expenses ( - ) 505.06 ( - ) 330.59

------------------------------------------------------- -------------------------------------------------------NET CASH FLOW FROM FINANCING ACTIVITIES 806.09 4777.12

------------------------------------------------------- -------------------------------------------------------Net Cash Increase in Cash & Cash Equivalents ( - ) 142.29 350.82Cash & Cash Equivalents at the Beginning of the Year 495.46 144.64Cash & Cash Equivalents at the End of the Year 353.17 495.46

Notes:1 The above Cash Flow Statement has been prepared under the Indirect Method setout in AS - 3 issued by The Institute of Chartered

Accountants of India.2 Previous year figures have been re-grouped and re-arranged wherever considered necessary.

This is the Cash Flow Statement referred to in our report of even date.






NOTE : 1SIGNIFICANT ACCOUNTING POLICIESCorporate InformationThe Company was incorporated as S P Leasing Limited on April 10, 1984 in New Delhi as Public Limited Companyunder the Companies Act, 1956. The name of the company was changed to Jyotiragamaya Promoters Limited onMay 1, 2008. Subsequently, the name of the company was changed to Tirpuati Inks Limited on March 27, 2009pursuant to the Scheme of Amalgamation approved by the Honor’able High Court of Delhi on November 19, 2008.Thecompany is engaged in the manufacturing of Printing Inks & its Allied Products and provides complete packagingsolutions. The Company has its manufacturing units located at Jammu and Greater Noida. The Equity Shares of thecompany stand listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

1.01 Basis of AccountingThe financial statements have been prepared under the historical cost convention in accordance with generallyaccepted accounting principles in India, the accounting standards issued by the Institute of CharteredAccountants of India and the provisions of the Companies Act, 1956, as adopted consistently by the company.The Company follows the Mercantile System of accounting and recognizes items of income and expenditureon accrual basis.

1.02 Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financial statements and the reported amountof revenues and expenses for the years presented. Actual results could differ from those estimates.

1.03 Recognition of Income and ExpenditureSales are recognized when goods are supplied and are recorded net of rebates and Sales Tax / VAT andinclusive of Excise Duty.Expenses are accounted for on accrual basis and provision is made for all known losses and expenses.Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company andthe revenue can be reliably measured.

1.04 Fixed Assets and DepreciationThe Fixed Assets are stated at cost (Net of CENVAT and VAT where applicable) less accumulated depreciation.Depreciation is provided on additions and deletions on pro-rata basis on Straight Line Method at the ratesprovided in Schedule XIV of the Companies Act, 1956. Direct costs are capitalized. All pre-operative expenses,on the commencement of commercial production attributable to the fixed assets are capitalized.

1.05 Impairment of AssetsWhenever events indicate that assets may be impaired, the assets are subject to a test of recoverability basedon estimates of future cash flows arising from continuing use of such assets and from its ultimate disposal.A provision for impairment loss is recognized where it is probable that the carrying value of an asset exceedsthe amount to be recovered through use or sale of the asset.

1.06 InventoriesInventories are valued at lower of cost and net realizable value.a. Raw Materials : Average Cost Methodb. Finished Goods & Work in Progress : Includes conversion and other cost incurred in bringing the

inventories to their present location and condition.

1.07 Retirement Benefitsa. The company contributes to the employees provident fund maintained under the Employees Provident

Fund Scheme of the Central Government and the same is charged to Profit & Loss A/c.b. Provision for Retirement Benefits is provided on the basis of actuarial valuation carried out at the year

end.



1.08 Insurance ClaimsInsurance claims are accounted for at the time of lodging the claim with the Insurance company. In case claimamount is greater than the book value of the assets / damaged, the accounting of claim is restricted to therespective book values of the assets lost/damaged.

1.09 TaxationTax expense comprises of Current and Deferred Tax. Current Income Tax is measured at the amount expectedto be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961.Deferred Tax is measured based on the tax rates and the tax laws enacted or substantively enacted at theBalance Sheet date.Deferred Tax is recognized, subject to the considerations of prudence, on timing differences, being the differencebetween taxable income that originate in one period and are capable of reversal in one or more subsequentperiods.

1.10 Foreign Currency TransactionsAll transactions in foreign currency are recorded at the rates of exchange prevailing on the dates when therelevant transactions take place.Monetary items in the form of Current Assets and Current Liabilities in foreign currency, outstanding at theclose of the year are converted in Indian Currency at the appropriate rates of exchange prevailing on the dateof the Balance Sheet. Resultant gain or loss is accounted during the year.

1.11 Contingent LiabilitiesProvision in respect of present obligation arising out of past events are made in Accounts when reliable estimatescan be made of the amount of the obligation. Contingent Liabilities, if material, are disclosed by way of Notesto Accounts.

1.12 Miscellaneous ExpenditureCosts incurred in connection with raising capital are adjusted against the Securities Premium Account.

1.13 Borrowing costs attributable to acquisition or construction of qualifying assets are capitalized as part of thecost of such assets up to the date when such asset is ready for its intended use. Other borrowing costs arecharged to the Profit & Loss A/c.



NOTE : 2Notes to Accounts Forming Integral Part of the Balance Sheet As At 31st March, 2012 (Rs. in Lacs)

As At As AtPARTICULARS


Note : 2.01 Share Capital

A. AUTHORIZED SHARE CAPITAL1,60,00,000 Equity Shares of Rs. 10/- each. 1600.00 1600.00(Previous Year 1,60,00,000 Equity Shares of Rs. 10/- each)

----------------------------------------------------------- ---------------------------------------------------------1600.00 1600.00

----------------------------------------------------------- ---------------------------------------------------------ISSUED, SUBSCRIBED & PAID UP SHARE CAPITAL1,51,52,370 Equity Shares of Rs. 10/- each, Fully Paid- Up 1515.24 1515.24(Previous Year 1,51,52,370 Equity Shares of Rs. 10/- each)

----------------------------------------------------------- ---------------------------------------------------------Total 1515.24 1515.24

========================================= ========================================The Company has only One Class of Equity Share having Par Value of Rs.10 Per Share and Each Shareholderis eligible for One Vote Per Share.

B. Reconciliation of Number of Equity Shares Outstanding at the beginning and at the end of the yearNumber of Shares Outstanding as at the beginning of the year 15152370 3175626Add : Number of Shares issued during the year — 11976744

----------------------------------------------------------- ---------------------------------------------------------15152370 15152370

Less : Number of Shares Bought Back during the year — —----------------------------------------------------------- ---------------------------------------------------------

Number of Shares Outstanding at the end of the year 15152370 15152370----------------------------------------------------------- ---------------------------------------------------------

C. Details of Shares held by Shareholders having more than 5% of the aggregate shares in the company.

Aa At 31st March, 2012 As At 31st March, 2011Name of Shareholder No. of Shares % of No. of Shares % of

Held Shareholding Held Shareholding

Sanjiv Agarwal 3413217 22.53 2657117 17.54

D. Details of Shares alloted pertaining to following categories

Particulars 2010-11 2009-10 2008-09 2007-08 2006-07

Fully paid up shares allotted in the last NIL NIL 2325626 NIL NILfive years pursuant to the scheme ofamalgamation without payment beingreceived in cash.Fully paid up by way of Bonus Shares NIL NIL NIL NIL NILShares Bought Back NIL NIL NIL NIL NIL

Note : 2.02 Reserves & Surplus1. Securities Premium Reserve 3840.68 4016.33

Less: Public Issue Expenses Written Off 0.00 175.65----------------------------------------------------------- ---------------------------------------------------------

Sub Total (A) 3840.68 3840.68========================================= ========================================

2. Surplus (Profit & Loss Account)Balance Brought Forward From Previous Year 594.80 341.57Add: Profit for the year 277.13 253.23

----------------------------------------------------------- ---------------------------------------------------------Sub Total (B) 871.93 594.80

========================================= ========================================----------------------------------------------------------- ---------------------------------------------------------

Total (A+B) 4712.61 4435.48========================================= ========================================






Note : 2.03 Long Term BorrowingsSecured

1. Term Loan--- From Banks 8.49 12.43

----------------------------------------------------------- ---------------------------------------------------------Sub Total (A) 8.49 12.43

========================================= ========================================

Nature of Security Terms of Payment

1. Term Loan from PNB (Lead Bank) of Rs.3.60 Lacs& Rs.0.91 Lacs {Previous Year (Canara Bank)Rs.11.91 Lacs & Rs.8.43 Lac} is secured by wayof hypothcation of Factory Land & Building, Plant& Machinery and other Moveable Fixed Assetsof the Company on First Charge Pari-passu withother Consortium Members, Personal Guaranteeof Directors of the Company viz.Mr. Sanjiv Agarwal, Mr. Rakesh Kumar Agarwal,Mrs. Rajni Maheshwari, Corporate Guarantee ofM/s Ramdeo Polysters Pvt. Ltd. and additionalPersonal Guarantee of Mr Rajeev Maheshwari.

2. Term Loan from PNB (Lead Bank) of Rs.11.59Lacs (Previous year NIL) is secured by way ofhypothecation of Vehicle & aforementionedCompany’s AssetsTerm Loan from OBC (Member Bank) of Rs.8.42Lacs (Previous Year Rs.18.89 Lacs is secured byway of hypothecation of Factory Land & Building,Plant & Machinery and other Moveable FixedAssets of the Company on First Charge Pari-passuwith Lead Bank, Personal Guarantee of Directorsof the Company viz. Mr. Sanjiv Agarwal,Mr. Rakesh Kumar Agarwal, Mrs. RajniMaheshwari, Corporate Guarantee ofM/s Ramdeo Polysters Pvt. Ltd. and additionalPersonal Guarantee of Mr. Rajeev Maheshwari.

Unsecured1. Term Loan

- From Other Parties 0.76 24.382. Loans & Advances From Related Parties 0.00 40.65

----------------------------------------------------------- ---------------------------------------------------------Sub Total (B) 0.76 65.03

========================================= ========================================----------------------------------------------------------- ---------------------------------------------------------

Total (A+B) 9.25 77.46========================================= ========================================

Note : 2.04 Other Long Term Liabilities1. Security Received from Distributors 7.01 9.01

----------------------------------------------------------- ---------------------------------------------------------Total 7.01 9.01

========================================= ========================================

1. Repayable in Rs.0.89 Lacs quar ter lyinstallments commencing from October 2011.Last installment due in December 2012.Rate of interest 15% p.a. as at the year end.

2. Repayable in Rs.0.50 Lacs monthlyinstallments commencing from October 2011.Last installment due in May 2012. Rate ofinterest 15% p.a. as at the year end.

Repayable in Rs.0.26 Lacs monthly installmentscommencing from April 2012. Last installment duein March 2017. Rate of interest 11.50% p.a. asat the year end.

Repayable in Rs.2.65 Lacs quarterly installmentscommencing from September 2007. Lastinstallment due in December 2012. Rate ofinterest 12.25% p.a. as at the year end.






Note : 2.05 Long Term Provisions1. Retirement Benefits 12.80 12.80

----------------------------------------------------------- ---------------------------------------------------------Total 12.80 12.80

========================================= ========================================

Note : 2.06 Short Term BorrowingsSecured1. Loan Repayable on Demand

--- From Banks 3370.22 1947.85--- From Other Parties 0.00 6.90

2. Current Liabilities of Long Term Debt (Due within a year) 16.06 25.00----------------------------------------------------------- ---------------------------------------------------------

Sub Total (A) 3386.28 1979.75========================================= ========================================

Cash Credit Limit from PNB (Lead Bank) of Rs.1241.67 Lacs (Previous Year [Canara Bank] Rs.1146.46 Lacs)with Other Member Banks viz. OBC of Rs. 776.50 Lacs (Previous Year Rs.801.39 Lacs), IDBI Bank of Rs.951.99Lacs including PC Limit of Rs.76.00 Lacs (Previous Year - Nil) and State Bank of Hyderabad of Rs.400.06 Lacs(Previous Year Nil), is secured by way of hypothecation of Current Assests both Current & Future, Factory Land& Building, Plant & Machinery and other Movable Fixed Assets of the Company on First Charge Pari-Passubasis with PNB (Lead Bank) and other Consortium Member Banks. Personal Guarantee of Directors of theCompany viz. Mr. Sanjiv Agarwal, Mr. Rakesh Kumar Agarwal, Mrs. Rajni Maheshwari, Corporate Guarantee ofM/s Ramdeo Polysters Pvt. Ltd. and additional Personal Guarantee of Mr. Rajeev Maheshwari.

Unsecured1. Loan Repayable on Demand

--- From Other Parties 23.62 48.79----------------------------------------------------------- ---------------------------------------------------------

Sub Total (B) 23.62 48.79========================================= ========================================----------------------------------------------------------- ---------------------------------------------------------

Total (A+B) 3409.90 2028.54========================================= ========================================

Note : 2.07 Trade PayablesMicro, Small and Medium Enterprises 1482.48 454.11Others 1985.00 529.79

----------------------------------------------------------- ---------------------------------------------------------Total 3467.48 983.90

========================================= ========================================

Note : 2.08 Other Current LiabilitiesStatutory Dues 9.62 8.51Employee Expenses 14.67 6.26Creditors for Other Expenses 34.20 16.97Creditors for Capital Goods 28.89 22.76Advance from Customers 59.91 21.14

----------------------------------------------------------- ---------------------------------------------------------Total 147.29 75.64

========================================= ========================================

Note :2.09 Short Term ProvisionsProvision for Taxation 81.26 75.83

----------------------------------------------------------- ---------------------------------------------------------Total 81.26 75.83

========================================= ========================================


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Note : 2.11 Long Term Loans and AdvancesI. Security Deposits

a) Secured, Considered GoodMisc. Deposits 16.46 4.72

b) Unsecured, Considered Good 0.00 0.00c) Doubtful 0.00 0.00

----------------------------------------------------------- ---------------------------------------------------------Total 16.46 4.72

========================================= ========================================

Note : 2.12 Inventories1. Raw Materials* 1963.23 1159.892. Work-in-Progress 5.04 16.943. Finished Goods/Stock-in-Trade 1854.26 1170.39

----------------------------------------------------------- ---------------------------------------------------------Sub Total 3822.53 2347.22

========================================= ========================================Less: Claim Lodged Against Fire 0.00 410.65

----------------------------------------------------------- ---------------------------------------------------------Total 3822.53 1936.57

========================================= ========================================* Includes Goods in Transit of Rs.103.74 Lacs

Note : 2.13 Trade Receivables1. Outstanding for more than six months

a) Secured, Considered Good 170.03 135.88b) Unsecured, Considered Good 0.00 0.00c) Doubtful 0.00 0.00

2. Othersa) Secured, Considered Good 4821.37 3905.29b) Unsecured, Considered Good 0.00 0.00c) Doubtful 0.00 0.00

----------------------------------------------------------- ---------------------------------------------------------Total 4991.40 4041.17

========================================= ========================================

Note : 2.14 Cash & Cash Equivalents1. Cash-in-Hand

Cash-in-Hand 8.01 16.97----------------------------------------------------------- ---------------------------------------------------------

Sub Total (A) 8.01 16.97========================================= ========================================

2. Bank BalancesBalance with Scheduled Banks 20.54 0.54FDR’s with Banks held as Margin Money or Securityagainst the Gaurantees and L/C 301.71 452.57Interest Accrued on FDR’s 22.91 25.38

----------------------------------------------------------- ---------------------------------------------------------Sub Total (B) 345.16 478.49

========================================= ========================================----------------------------------------------------------- ---------------------------------------------------------

Total (A + B) 353.17 495.46========================================= ========================================






Note : 2.15 Short Terms Loans and AdvancesOther Advances (Secured)

Advance to Suppliers 56.73 216.49TDS Receivables 2.45 2.46Balance With Revenue Authorities ( Indirect Taxes) 113.51 74.48Prepaid Expenses 5.96 2.57Advance to Staff 13.77 1.21Advances Others 19.24 0.45Insurance Claim Receivable 556.42 556.42Security Deposit with BSE 0.00 51.50

----------------------------------------------------------- ---------------------------------------------------------Total 768.08 905.58

========================================= ========================================

Notes to Accounts Forming Integral Part of Profit & Loss Account for the Year Ended 31st March, 2012(Rs. in Lacs)



Note : 2.16 Revenue from Operations1. Domestic Sales 15101.52 9431.552. Export Sales 407.59 284.103. Add : Excise Duty 55.29 84.87

----------------------------------------------------------- ---------------------------------------------------------Total 15564.40 9800.52

========================================= ========================================

Note : 2.17 Other Income1. Interest on FDR’s 24.91 24.612. Gain in Exchange Rate 8.99 0.003. Other Receipts 6.87 0.00

----------------------------------------------------------- ---------------------------------------------------------Total 40.77 24.61

========================================= ========================================

Note : 2.18 Purchases/Consumption1. Purchases/Consumption* 15098.37 9480.34

----------------------------------------------------------- ---------------------------------------------------------Total 15098.37 9480.34

========================================= ========================================

* The Company offers Printing Solutions with bundled product sales both with & without processing and hencepurchases of Traded Goods cannot be ascertained seperately

Note : 2.19 Manufacturing Cost1. Wages 10.37 11.582. Power & Fuel 15.33 11.313. Freight & Forwarding Expenses 33.26 15.934. Godown Rent 5.76 5.795. Excise Duty Paid 58.44 70.466. Other Expenses 3.29 2.31

----------------------------------------------------------- ---------------------------------------------------------Total 126.45 117.38

========================================= ========================================



NOTE : 2Notes to Accounts Forming Integral Part of Profit & Loss Account for the Year Ended 31st March, 2012

(Rs. in Lacs)



Note : 2.20 (Increase) / Decrease in Finished Goods, WIP & Stock in Trade1. Opening Stock

(a) Finished Goods/Stock in Trade 1067.18 474.47(b) Work in Progress 0.00 51.24

2. Closing Stock(a) Finished Goods/Stock in Trade 1854.26 1170.39(b) Work in Progress 5.04 16.94

----------------------------------------------------------- ---------------------------------------------------------Total (792.12) (661.62)

========================================= ========================================(Previous Year figures of Closing Stock of Finished Goods/Stock in Trade & WIP includes Rs.120.15 Lacs lost in fire)

Note : 2.21 Employee Benefit Expenses1. Salaries, Bonus, PF & ESIC 85.50 63.602. Director’s Remuneration 19.19 12.123. Staff Welfare 4.69 2.654. Other Expenses 1.22 2.25

----------------------------------------------------------- ---------------------------------------------------------Total 110.60 80.62

========================================= ========================================Note :2.22 Finance Costs1. Interest Expenses 373.27 240.092. Other Borrowing Costs 131.79 90.50

----------------------------------------------------------- ---------------------------------------------------------Total 505.06 330.59

========================================= ========================================Note : 2.23 Depreciation & Amortisation Expenses1. Depreciation 23.61 20.46

----------------------------------------------------------- ---------------------------------------------------------Total 23.61 20.46

========================================= ========================================Note : 2.24 Other Expenses1. Telephone Expenses 5.48 7.252. Travelling & Conveyance Expenses 30.07 21.223. Foreign Travelling Expenses 11.89 4.144. Repair & Maintenance Expenses 4.53 7.355. Insurance Expenses 6.62 4.856. Legal and Professional Charges 13.78 9.697. Postage & Telegram Expenses 1.54 2.098. Printing & Stationery Expenses 3.36 3.389. Auditor’s Remuneration 0.80 0.8010. Rent, Rates & Taxes 6.34 1.2811. Rebate & Discounts 5.32 6.0212. Sales Promotion Expenses 3.15 0.0013. Advertisement & Publicity Expenses 1.67 6.5614. Electricity Expenses 0.64 0.0015. Vehicles Running and Maintenance Expenses 7.86 5.5216. Director’s Sitting Fees 0.19 0.1617. ECGC Premium Expenses 0.87 0.7318. Listing Fees 0.66 0.7419. Fees and Subscription 2.10 1.8920. Security Expenses 1.58 1.1721. Freight & Cartage (Outward) 13.69 12.9822. Clearing & Forwarding Expenses on Export 5.78 19.1023. Sample Expenses 4.63 2.5424. Office Expenses 7.06 3.8125. Prior Period Expenses 0.92 8.36

----------------------------------------------------------- ---------------------------------------------------------Total 140.53 131.63

========================================= ========================================



NOTE : 2Notes to Accounts Forming Integral Part of the Balance Sheet As At 31st March, 2012

2.25 In March,2011, a major fire erupted in the Kanpur Unit of the Company and caused damaged to the Building,Plant & Machinery and Stocks. The loss was fully covered under the Insurance Policy. The Company lodged aninsurance claim of Rs. 675.00 lacs based on market value of assets lost/damaged in fire. However, as aprudent accounting policy, the company accounted for only Rs. 556.42 lacs (Rs. 127.13 lacs for Fixed Assets& Rs. 429.29 towards stocks, including taxes) in its books of accounts as Insurance Claim pending adjudication,being the book value of assets lost/destroyed in fire. As informed by the management the said Insurance Claimis in the final stage of settlement. Any excess/less value, being contingent in nature, will be adjusted at the timeof final disposal of the Insurance Claim.

2.26 During the financial year the company started its commercial production on 28.01.2012 in its new manufacturingUnit at Greater Noida

2.27 Provision for taxation of Rs. 81.26 Lacs for the financial year 2011-12 represents Income Tax computed as perMAT prescribed under the Income Tax Act, 1961.

2.28 Based on the information available with the company in respect of MSME (as defined in the MicroSmall & Medium Enterprises Development Act, 2006) there are no delays in payment of dues to suchenterprises during the period.

The above information regarding Micro Small & Medium Enterprises has been determined to the extent suchparties have been identified on the basis of information available with the company. This has been relied uponby the auditor.

2.29 Remuneration paid / payable to Managing Director and Whole Time Directors.

Year Ended Year EndedParticulars 31st March, 2012 31st March, 2011

Director’s Remuneration Rs. 19.19 lacs Rs.12.12 lacs

2.30 Remuneration paid / payable to Auditors

Year Ended Year EndedParticulars 31st March, 2012 31st March, 2011

Statutory Audit Fees Rs. 0.80 lacs Rs. 0.80 lacs

2.31 In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated, ifrealized, in the ordinary course of business.

2.32 Deferred Taxation (Rs in lacs)

Particulars Year Ended Year Ended31st March, 2012 31st March, 2011

Computation of Deferred Tax Assets / Liabilities

Deferred Tax Liabilities on account of DepreciationDifference 61.31 27.78

Less : Deferred Tax Assets on Account of

Disallowances under Income Tax Act, 1961 0.00 0.00

Net Deferred Tax Liabilities 61.31 27.78



2.33 Related Party Disclosures for the Year Ended 31-03-2012

1 Key Management Personnel Mr. Sanjiv AgarwalMr. Rakesh Kumar AgarwalMrs. Rajni Maheshwari

2 Relative of Key Management Personnel NIL

3 Enterprises that directly/indirectly through one or NILmore intermediaries control or controlled by, or undercommon control with, the company.

4 Associate Company NIL

5 Members or their relatives having significant influence NILover the Company by having an interest in the votingpower of the company

6 Enterprises in which substantial interest in the Ramdeo Polysters Pvt. Ltd.voting power is owned directly/indirectly by keymanagement personnel or their relatives includingdirectors and senior management of the company.

Details of Transaction with the Related Parties (Rs in lacs)

Particulars Key Relative of Enterprises Associate Members or EnterprisesManagement Key where Company their relatives in which

Personnel Management Control having substantialPersonnel Exit significant interest

influence

Rent Paid 0.00 0.00 0.00 0.00 0.00 1.20

Remuneration 19.19 0.00 0.00 0.00 0.00 0.00

2.34 Earning per share

Particulars Year Ended Year Ended31st March, 2012 31st March, 2011

Profit After Tax Rs.277.13 Lacs Rs.253.23 Lacs

Weighted Average No. of Equity Shares 15152370 9278843

Basics/Diluted EPS Rs. 1.83 Rs.2.73

2.35 The company has provided Excise Duty of Rs. 0.97 Lacs ( Previous Year Rs. 1.82 Lacs) on the finishedgoods lying in the premises as on the Balance Sheet date and included in the inventory value.

2.36 Additional Information, where applicable, pursuant to the provisions of Schedule VI of the CompaniesAct 1956, is as under:-

A. Licensed CapacityThe Company is not required to obtain License under the Industrial Development & Regulation Act,1951 as informed by the management; therefore the said details are not applicable.

B. Installed Capacity (Printing Inks & Allied Products)

Greater Noida Unit *8400 MT P.A.

Jammu Unit *840 MT P.A.

*Installed Capacity has been ascertained on a presumed product mix and is variable with the change inproduct mix, in view of the fact that different varieties of products are produced using different machinesand different time cycles. This capacity is on the basis of Single shift working as certified by themanagement and being a technical matter, relied upon by the auditor without verification.



C. Statement of Finished Goods (Rs. In Lacs)S.No. Particulars Opening Purchase/ Sales Closing

Stock as Production Stock as onon 01.04.2011 31.03.2012

1 Printing Inks & Allied ProductsM.T. 51.44 6007.08 5208.50 850.02Amount (Rs.) 90.43 11457.67 1854.26

2 Poly FilmsM.T. 532.97 1825.34 2358.31 NILAmount (Rs.) 976.75 4106.73 NIL

D. Raw Materials Consumed / Purchases (Rs. in Lacs)

Particulars Year Ended 31st March, 2012

Unit Qty AmtChemicals MT 323.19 235.55

Pigments & Dyes MT 83.25 227.48

Resin MT 600.26 1031.58

Packing Materials 25.13

Printing Inks MT 4226.23 8743.28

Polyester Films MT 2358.32 4835.35

Total 15098.37

E. Value of Imported & Indigenous Raw Material Consumed / Purchases and Percentage with TotalConsumption (Rs. in Lacs)

Particulars Year Ended 31st March, 2012% Amount

Imported 1.32 199.12

Indigenous 98.68 14899.25

TOTAL 100.00 15098.37

F. Expenditure in Foreign Currency (on payment basis) (Rs. in Lacs)


Advance against purchase of Raw Materials 81.12

Advance against purchase of Capital Goods 989.76

G. Earnings in Foreign Currency (Rs. in Lacs)Particulars Year Ended 31st March, 2012

F.O.B Value on Sales 404.92

H. Amount remitted during the year in foreign currency on dividends and number of non – residentShareholders - NIL

I. Value of Imports Calculated on CIF basis by the Company during the financial year in respect of:(Rs. in Lacs)

S. No. Particulars Amount

1 Raw Material 211.50

2 Capital Goods 1150.78

3 Components & Spares Parts NIL



2.37 SEGMENT REPORTING:-Based on the guidelines of Accounting Standards on Segment Reporting (AS-17) issued by The Institute ofChartered Accountants of India, the Company’s primary business segment is Printing Inks & Allied Productsand Polyester Films. Details of Business Segment to the extent available, are as follows:-

Primary Reportable Segments (Rs. in lacs)

Business Segment


Printing Inks and Polyester TotalAllied Products Films

Segment Revenue (Net Sales) 11402.37 4106.74 15509.11

Segment Results 820.84 181.22 1002.06

Less: Unallocated Expenses - - 145.10

Add: Interest & Other Income - - 40.77

Less: Financial Expenses - - 505.06

Profit Before Tax - - 392.67

Less: Provision for Tax - - 115.54

Profit After Tax - - 277.13

Other Information:

Segment Assets 13286.67 137.48 13424.15

Unallocated Assets - - -

Total Assets - - 13424.15

Segment Liabilities 13424.15 - 13424.15

Unallocated Liabilities - - -

Total Liabilities - - 13424.15

Capital Expenditures 1640.57 - 1640.57

Unallocated Capital Expenditures - - -

Total Capital Expenditures - - 1640.57

Depreciation 23.61 - 23.61

Unallocated Depreciation - - -

Total Depreciation - - 23.61



2.38 The details of deployment of funds of Rs. 5150.00 Lacs up to 31st March 2012, raised from Further Public Offer(FPO) of the company during September, 2010 is as follows:-

(Rs. In Lacs)

S. No. PARTICULARS As per ActualProspectus As At

31.03.2012

1. Setting up of facility for manufacturing ofSpecialty Inks & Ink Concentrates 2425.00 *3282.98

2. Capital Expenditure on Lab Equipments for existing facilities 25.00 11.52

3. Proposed Acquisitions 500.00 0.00

4. Augmenting Working Capital Resources 1400.00 **1679.85

5. General Corporate Purposes 500.00 0.00

6. Meeting the expenses of the Issue 300.00 175.65

Balance Unutilized

1. Security Deposit with BSE (Refundable) 0.00 0.00

2. FDR with HDFC Bank, Adarsh Nagar, New Delhi 0.00 0.00

*The Board of Directors at their meeting held on 23.08.2011 decided that instead of investing Rs. 500.00 Lacseach earmarked for Acquisitions and General Corporate Purposes, the company shall invest these amountson its Capacity Expansion to include more machines for the purpose of creating larger capacities at its GreaterNoida Unit. This decision of the Board was subsequently approved by the shareholders by means of passinga special resolution at the Annual General Meeting of the company held on 27.09.2011.

**Pending utilization for designated purposes, funds used for working capital for optimum returns.

2.39 During the year the Company capitalized its Pre-operative Expense of Rs.74.66 Lacs towards its various FixedAssets.

2.40 The Financial Statements for the Financial Year 31.03.2012 have been prepared as per the then applicable prerevised Schedule VI of the Companies Act, 1956. Consequent to the notifications under the Companies Act,1956 the financial Statements for the year ended 31.03.2012 are prepared under Revised Schedule VI.Accordingly, the Previous Year figures have also been reclassified and regrouped to bring them in conformitywith the current year’s classification.

2.41 All the figures have been rounded off to the nearest lacs of rupees.




Folio No. ........................................

(To be filled in by the Shareholder)

TIRUPATI INKS LIMITEDPROXY FORM

I/We .............................................................................................................................................................................................................................................

of.......................................................................................................................................................................................................................................................................

being a member(s) of TIRUPATI INKS LIMITED, hereby appoint.......................................................................................................................................

...............................................................................................................................................................................................................................................................

of ..................................................................................................................................................................................................................................... or

failing him/her of ........................................................................................................................................................................................................................

as my/our proxy to attend and vote for me/us on my/our behalf at the 28th Annual General Meeting of the Company to be held on,28th of September, 2012 and

at any adjournment thereof. As witness my hand/our hands this day.................................of 2012.

DP-Id : ...................................................................................

Client-Id : ...................................................................................

Signed by the Said : ...............................................................................

NOTE : The proxy must be deposited at the Registered Office of the Company at 101, DDA Market, Hargobind Enclave, Vikas Marg Extn, Delhi - 110092 notless than 48 hours before the time of holding the Meeting.

TIRUPATI INKS LIMITEDATTENDANCE SLIP

28TH ANNUAL GENERAL MEETING

Time : 9.30 A.M., 28th day of September, 2012

Place : Poorva Sanskriti Kendra (PSK) 14, District Centre, Laxmi Nagar, Vikas Marg, Delhi - 110092

FULL NAME OF THE FIRST SHAREHOLDER.............................................................................................................................................................................

Joint Shareholders, if any.............................................................................................................................................................................................................

Father’s/Husband’s Name ............................................................................................................................................................................................................

Address in full...............................................................................................................................................................................................................................

FULL NAME(S) OF THE PERSON ATTENDING THE MEETING AS A PROXY/SHAREHOLDER(S)

.....................................................................................................................................................................................................................................................................

I/We hereby record my/our presence at the 28th Annual General Meeting held on Friday, 28th day of September, 2012 at 9.30 A.M. Poorva Sanskriti Kendra(PSK) 14, District Centre, Laxmi Nagar, Vikas Marg, Delhi - 110092

Folio No. / DP-Id : ......................................................................................

Client-Id : ......................................................................................

No. of Shares : ...................................................................................... Signature(s).......................................................

Members may please note that the Auditorium Authorities do not permit carrying of bags/articles/snack packets etc. inside the meeting hall. The Companywill not make any arrangements for safe keeping of articles etc. outside the Hall. Members may make their own arrangements which shall be solely at theirrisk and cost and the Company will in no way be responsible for any loss/theft of articles etc.

AffixRe 1/-

RevenueStamp

� �