ANNUAL REPORT 2012 - 2013€¦ · 2012 - 2013 REGISTERED OFFICE: 42, EMERALD INDUSTRIAL ESTATE, DHEKU, TALUKA KHALAPUR DISTRICT RAIGAD, MAHARASHTRA- 410203, INDIA CONTACT NO.: + 91-219-2266163,

ANNUAL REPORT

2012 - 2013

REGISTERED OFFICE:

42, EMERALD INDUSTRIAL ESTATE, DHEKU, TALUKA KHALAPUR DISTRICT RAIGAD, MAHARASHTRA- 410203, INDIA

CONTACT NO.: + 91-219-2266163, Email: [email protected]

www.tirupatiind.com

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CORPORATE INFORMATION

BOARD OF DIRECTORS REGISTRAR & TRANSFER AGENTS Mr. Ramesh J. Sanghvi M/s. Link Intime India Pvt. Ltd. Chairman C-13, Panalal Silk Mills Compound,

Bhandup (West), Mumbai – 400080, Mr. Neil K. Karani Maharashtra, India Managing Director (w.e.f. 31st January, 2013) BANKERS Mr. Ketan F. Karani Citibank N.A.

Mr. Manchand A. Jhaveri AUDITORS

M/s R. P. Trivedi & Associates Mr. Jyotiram S. Nale 56, Balasinor Co-op. Hsg. Society Ltd. S.V. Rd, Kandivili (West), Mumbai – 400067, Mr. Hitesh M. Jhaveri Maharashtra, India

COMPANY SECRETARY

Ms. Milee J. Shah (w.e.f. 10th May, 2013) REGISTERED OFFICE & FACTORY CORPORATE OFFICE 42, Emerald Industrial Estate, 403, Trade World, B Wing, Kamala City, Dheku, Taluka Khalapur, Kamala Mills Compound, District Raigad, Senapati Bapat Marg, Lower Parel, Maharashtra – 410203, India Mumbai – 400013, Maharashtra, India Ph. No.: +91-219-2266163 Ph. No.: +91-22-67495050 Email: [email protected] | Website: www.tirupatiind.com CONTENTS Page No.

Corporate Information............................................................................................................... [02] Notice…………………………………………......................................................................……. [03] Director’s Report....................................................................................................................... [09] Annexure to Directors' Report................................................................................................... [12] Management Discussion & Analysis......................................................................................... [13] Report on Corporate Governance............................................................................................. [15] Certificate under Clause 49………………….………………….………………….………………… [21] Auditor’s Report………………………….………………………….………………………….……... [22] Balance Sheet............................................................................................................................ [26] Statement of Profit & Loss……………….……………….……………….……………….…………. [27] Cash Flow Statement................................................................................................................. [28] Accompanying Notes to Financial Statements…………………………………………................. [29] Notes Forming Part of Financial Statements.................................................................................. [38] Proxy Form and Attendance Slip……………………………………………………………………… [43]

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TIRUPATI INDUSTRIES (INDIA) LIMITED Regd. Office: 42, Emerald Industrial Estate, Dheku, Tal. Khalapur Dist. Raigad Maharashtra 410203 India ___________________________________________________________________________________

NOTICE Notice is hereby given that the FORTIETH ANNUAL GENERAL MEETING of the Members of TIRUPATI INDUSTRIES (INDIA) LIMITED will be held at the Registered Office of the Company at 42, Emerald Industrial Estate, Dheku, Tal. Khalapur, Dist. Raigad, Maharashtra 410203, India on Monday, the 30th September, 2013 at 3.00 p.m. to transact, with or without modification(s) as may be permissible, the following business: ORDINARY BUSINESS 1. To receive, consider and adopt Balance Sheet as at 31st March, 2013 and Profit and Loss Account of the Company for the year ended on that date together with the Reports of the Directors and Auditors of the Company. 2. To appoint Director in place of Hitesh M. Jhaveri, who retires from office by rotation, but being eligible, offers himself for reappointment. 3. To appoint auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and fix their remuneration.

SPECIAL BUSINESS

4. Appointment of Mr. Neil K. Karani as Managing Director of the Company

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to provisions of Sections 198, 269, 309, 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (hereinafter referred to as the said Act including any modification(s) or re-enactments thereof for the time being in force) and subject to the approval of the Central Government, if necessary, and such other approvals, permissions and sanction, consent of the Company be and is hereby accorded to the appointment of Mr. Neil K. Karani as Managing Director of the Company for five years with effect from 31st January, 2013 at its meeting held on 31st January, 2013 on the terms and conditions as detailed in the Explanatory Statement annexed to the notice convening this meeting. RESOLVED FURTHER THAT the Board is authorized to alter, vary and modify the said terms including salary, allowances, perquisites and designation in such manner as may be agreed to between the Board and Mr. Neil K. Karani within and in accordance of the said Act or as may be stipulated by the Central Government and as may be agreed to between the Board and Mr. Neil K. Karani. RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any Financial Year Mr. Neil K. Karani be paid salary and perquisites as “minimum remuneration” not exceeding the limits specified under the Act by making such compliances as provided in the said schedule XIII.

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RESOLVED FURTHER THAT the Board be and is hereby authorized to execute all such documents, writings and agreements and to do all such acts, deeds, matters and things as may be required or expedient for giving effect to the resolution.” 5. To Commence new line of Business

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 149(2A) and other applicable provisions, if any, of the Companies Act, 1956, approval be and is hereby accorded to the Board of Directors of the Company, to commence, as it may deem fit from time to time, all or any of the business proposed in Clause III.C.41 of the Object Clause of Memorandum of Association of the Company, namely:

TO carry on all or any of the business of engineers, founders, manufacturers of dyes, paints, chemicals and explosives, printers and publishers of pamphlets, magazines, books and newspapers, tin smiths, box and packing case makers, and manufacturers.

RESOLVED FURTHER THAT for purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable.”

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING, IS ALSO ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. Explanatory Statement pursuant to section 173(2) of Companies Act, 1956 is annexed. 3. Proxies, in order to be effective, should be lodged with the Company at the Registered Office at least 48 hours before the commencement of the Meeting. 4. Register of Members and Share Transfer Books Register of the Company shall remain closed during Tuesday, 24th September, 2013 to Monday, 30th September, 2013 (Both days inclusive). 5. Members are requested to notify any change in their address to the Company quoting their Folio number. 6. Members / Proxy holders are requested to produce at the entrance, the attached admission slip duly completed and signed, for admission to the Meeting hall. 7. Members are requested to bring their copy of the Annual Report to the Meeting.

By order of the Board of Directors

Dated: 30th May, 2013 TIRUPATI INDUSTRIES (INDIA) LIMITED 42, Emerald Industrial Estate, Sd/- Dheku, Tal Khalapur, (Ramesh J. Sanghvi) Dist .Raigad, Maharashtra-410203 CHAIRMAN India.

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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 in respect of item No. 4 of the Notice

Item No.4

Board of Directors of the Company at its meeting held on 31st January, 2013 has considered and approved the appointment of Mr. Neil K. Karani as Managing Director of the Company for a period of Five years with effect from 31st January, 2013 upto 30th January, 2018 upon the terms as to remuneration and perquisites and other terms and conditions set out below:

1. The Company shall pay to the Managing Director during the continuance of this agreement in consideration of the performance of his duties:

Salary of Rs. 50,000/- (Fifty Thousand Only) with liberty to the Board to sanction such Annual increments as the Board at its absolute discretion determine from time to time subject to a maximum permissible limits as per the Act.

2. In addition to the above, Mr. Neil K. Karani shall also be entitled to following perquisites:-

a) Housing Accommodation: Free furnished accommodation and reimbursement of other expenses

for the upkeep and maintenance thereof as per the rules of the Company Or House Rent Allowance @60% of the Basic Salary in lieu of Company provided accommodation.

b) Reimbursement of salaries payable to servants- subject to a ceiling of Rs.60,000/- per annum.

c) Conveyance Facilities: The Company shall provide a suitable vehicle for use by the Managing

Director. Repairs, maintenance and running expenses including driver’s salary shall be borne / reimbursed by the Company.

d) Telephone and other communication facilities:-The Company shall provide telephones, telefax

and other telecommunications facilities at his residence. All the expenses incurred therefore shall be paid or reimbursed by the Company.

e) Medical Expenses: Reimbursement of expenses incurred in India for self and family at actuals

(including domiciliary medical and insurance premium for hospitalization policy as applicable).

f) Leave Travel Expenses: Leave travel expenses for self and family in accordance with the rules of the Company.

g) Club Fees: Membership of two clubs, the monthly subscription thereto being borne and paid by

the Company and no entrance fee will be provided by the Company.

h) Personal Accident Insurance policy for self and family as per rules of the Company.

i) Entitlement for Leave with full pay or encashment thereof, as per the rule of the Company.

j) Contribution to Provident Fund: The benefits of the Company’s Provident Fund Scheme in accordance with the rules of the scheme for the time being in force subject to shall not exceed 12.5% of Mr. Neil Karani’s salary as laid down in the Income Tax Rules, 1962 or any modification thereof.

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k) Contribution to Superannuation Fund: The benefits of the Company’s Superannuation fund Scheme in accordance with the rules of the scheme for the time being in force provided that the Company’s contribution thereto together with the Company’s contribution to the Provident Fund shall not exceed 25% of Mr. Neil Karani’s salary as laid down in the Income Tax Rules, 1962.

Minimum Remuneration Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of the office of the Managing Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary, allowances and perquisites as specified above, subject to the requisite approvals being obtained in that behalf. Other Terms and conditions for appointment of Mr. Neil Ketan Karani as Managing Director are as follows:

1. The Company shall employ Mr.Neil Karani and Mr.Neil Karani shall serve the Company as its Managing Director for a period of Five years from 31st Jan, 2013 subject to the employment being previously determined in pursuance of any provisions of this agreement.

2. Mr. Neil Karani shall exercise and perform all such powers and duties as the Board of Directors

of the Company ( hereinafter called “the Board”) shall, from time to time in its absolute discretion, determine and subject to any directions and restrictions from time to time given and imposed by the Board, Mr. Neil Karani shall have general control of the Business of the Company with power to enter into contracts on behalf of the Company in the ordinary course of Business and to do and perform all other acts and things which in the ordinary course of business he may consider necessary or proper or in the best interest of the Company. During his employment under this agreement the Managing Director shall use his best endeavor to promote the Company’s interest and welfare and shall undertake such travel in or outside India on or in relation to the business of the Company and as may from time to time be required or directed by the Board.

a) Mr. Neil Karani shall be entitled to reimbursement of expenses reasonably incurred by

him exclusively in the business of the Company and approved by the Board of the Company.

b) During his employment under this Agreement, Mr. Neil Karani shall not directly or indirectly engage himself in any other business, occupation or employment whatsoever provided however that it shall be permissible to Mr. Neil Karani to hold with the previous sanction of the Board any directorship or directorships of any other Company or Companies and the holding of such directorships shall not be deemed to be a contravention of this clause.

c) Mr. Neil Karani as long as he functions as the Managing Director shall not be paid any sitting fees for attending the meeting of the Board or any committees thereof.

d) Mr. Neil Karani shall not during the continuance of this employment hereunder or at any time thereafter divulge or disclose to any person whatsoever or make any use whatsoever for his own purpose or for any purpose other than that of the Company of any information or knowledge obtained by him during his employment as to the business or affairs of the Company or its methods or as to any trade secret process of the Company and Mr. Neil Karani shall during the continuance of his employment hereunder also use his best endeavors to prevent any other person from doing so.

e) Mr. Neil Karani shall not so long as he functions as the Managing Director become interested or otherwise concerned directly or through his wife and/ or minor children in any selling agency of the Company without the prior approval of the Central

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Government. f) The employment of Mr. Neil Karani as Managing Director under this Agreement shall

forthwith determine if he shall become insolvent or make any composition or arrangement with his creditor or shall cease to be a Director of the Company.

g) If Mr. Neil Karani be guilty of negligence in the conduct of the business of the Company or of any misconduct or any breach of this agreement, as in the opinion of this Board, renders his retirement from the office of Managing Director, the Company may by not less than 90 days notice in writing to Mr. Neil Karani determine this agreement and he shall cease to be a Director of the Company upon the expiration of such notice.

h) In the event Mr. Neil Karani becomes disqualified to act as a Director for any reason other than an inadvertent breach of section 283 of the Companies Act, 1956 or failure through inadvertence or oversight to secure the leave of absence from meetings of the Board (in either of which later event he shall be reappointed as a Managing Director) the Company may by notice in writing to the Managing Director determine this agreement with immediate effect.

i) Notwithstanding anything to the contrary contained in this agreement either party shall by giving not less than six calendar month’s notice in writing in that behalf to the other party without the necessity of showing any cause and on the expiry of the period of such notice this agreement shall stand terminated and Mr. Neil Karani shall cease to be the Managing Director of the Company provided however that the Company shall be entitled to terminate Mr. Neil Karani’s employment at any time by payment to him of six months salary in lieu of notice.

j) Any notice required to be given by Mr. Neil Karani to the Company under or in pursuance of this agreement shall be sent by Registered Post acknowledgement due to the Company at its Registered Office for the time being. Any notice required to be given by the Company to Mr. Neil Karani under or in pursuance to this agreement shall be either delivered to him personally or sent by Registered Post acknowledgement due to his last known residential address. All notices given by Mr. Neil Karani to the Company or to Mr. Neil Karani by the Company shall be deemed to have been duly served upon the expiration of ninety-six hours from the date of posting.

k) This agreement represents the entire agreement between the parties hereto in relation to the terms and conditions of Mr. Neil Karani’s employment with the Company as Managing Director

The Explanatory Statement is and should be treated as an abstract under Section 302(7) of the Companies Act, 1956 of the Agreement entered between the Company and Mr. Neil K. Karani as Managing Director of the Company.

None of the Directors of the Company except Mr. Ketan Karani, who is a relative of Mr. Neil Karani, is in any way concerned or interested in the aforesaid resolution at item No. 4. Your Directors commend your approval for the appointment of Mr. Neil Ketan Karani as Managing Director of the Company.

Item No. 5

The present business of the Company comprises of manufacturing and processing of oils and its derivatives including manufacturing chemicals in general terms. The Company is now exploring the possibilities of conducting business of specialty chemicals such as LR/AR/ACS grade laboratory

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reagents, high purity solvents and acids, inorganic & organic chemicals, metallic salts, other chemicals of various kinds, dyes and paints.

Pursuant to Section 149 (2A) of the Companies Act, 1956 approval of the shareholders is necessary by way of Special Resolution before commencement of any new activity. Accordingly, approval of the shareholders is sought for commencement and carrying out all or any of the new business activities proposed in Clause III.C.41 of the Memorandum of Association of the Company, as setout in the accompanying resolution.

None of the Directors of the Company are in any way concerned or interested in the aforesaid resolution at item No. 5.

By order of the Board of Directors Dated: 30th May, 2013 TIRUPATI INDUSTRIES (INDIA) LIMITED 42, Emerald Industrial Estate, Sd/- Dheku, Tal Khalapur, (Ramesh J. Sanghvi) Dist .Raigad, Maharashtra-410203 CHAIRMAN India.

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DIRECTOR’S REPORT

Dear Shareholders, Your Directors are pleased to present the Fortieth Annual Report and the Audited Accounts of the Company for the financial year ended 31st March, 2013.

Financial Results The Financial performance of the Company for the year ended 31st March, 2013 is summarized below:

Particulars

Current Year Ended 31st March, 2013 (Rs. in Lakhs)

Previous Year Ended 31st March, 2012 (Rs. in Lakhs)

Sales and other income

2836.47 1994.67

Profit before Depreciation

169.27 110.07

Depreciation & Amortization Expenses

16.73 14.34

Profit before Taxation

152.54 95.73

Current Tax

(30.2) (18.25)

Deferred Tax

44.42 37.29

Profit after Tax

128.68 114.77

Profit brought from previous Year

165.46 50.69

Surplus carried to Balance Sheet

294.14 165.46

Dividend Your Directors have considered it financially prudent, in the long term interests of the Company, to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No dividend has therefore been recommended for the year ended 31st March, 2013. Year in Retrospect During the year under review, the Company has increased its production activities which resulted in higher sales at Rs. 2836.47 lakhs and has also increased the profit before tax at Rs. 152.54 lakhs as against Rs. 95.73 lakhs in the previous year. The Directors of the Company are confident that the same tempo of higher sales and increased profitability shall be maintained in the future.

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Public Deposits The Company has not invited, accepted or renewed any deposits from the public during the year ended on 31st March, 2013 and as such Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company. Director’s Responsibility Statement As required u/s 217(2AA) of the Companies Act, 1956 (i) That in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation for material departures, if any; (ii) That the Directors 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 at the end of the financial year of the profit of the Company for that year; (iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That Directors have prepared the annual accounts on a going concern basis. Appointment/Reappointment/Resignation of Directors Mr. Hitesh M. Jhaveri, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Appointment of Mr. Neil Karani as the Managing Director During the year under review, Board appointed Mr. Neil Karani as Managing Director of the Company for a period of five years with effect from 31st January, 2013 at the remuneration and on the terms and conditions detailed in the Notice and Explanatory Statement. Taking into consideration his knowledge and experience, the Board commends his appointment as Managing Director of the Company to the Members. Brand Development Your Company is developing brands for its products which will provide long term future benefits. Expenditure on development of brands is considered as a Capital Expenditure for Intangible Assets and the same will be capitalized on or before 31st March, 2014. Corporate Governance Your Company has complied with the mandatory Corporate Governance requirements stipulated under Clause 49 of the Listing Agreement. Report on Corporate Governance is annexed hereto forming part of this report. Particular of Employees Information in accordance with provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

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Disclosure of Particulars Information as per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo are annexed hereto forming part of this Report. Safety, Health and Environment Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance relating to its activities, products and services. The Company is taking continuous steps and also developing Environment friendly processes for effective resource management with specific focus to energy, water and basic raw materials. Monitoring and periodic review of the designed SHE Management System is done on a continuous basis. Auditors and Auditors’ Report M/s R.P.Trivedi and Associates, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors and to fix their remuneration. Cost Auditors The Cost Auditor Mr. Rajesh Soni, Cost Accountant, reappointed by the Company under Section 233B of the Companies Act, 1956 attends the Audit Committee Meeting, where cost audit records are discussed. Industrial Relations & Human Resource The Company enjoys cordial relations with its employees at all levels. Your Company continues to ensure safety and health of its employees. Your Directors record their appreciation of the support and co-operation of all employees and counts on them to be able to maintain Company’s growth momentum.

Acknowledgement

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels. Your Directors would like to express their grateful appreciation for the assistance and support by all its esteemed Shareholders, Government Authorities, Auditors, Financial Institutions, Banks, Suppliers and, other business Associates.

Dated: 30th May, 2013 By order of the Board of Directors 42, Emerald Industrial Estate, TIRUPATI INDUSTRIES (INDIA) LIMITED Dheku, Tal Khalapur Sd/- Dist- Raigad, Maharashtra, India. (Ramesh J. Sanghvi) Chairman

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TIRUPATI INDUSTRIES (INDIA) LIMITED

ANNEXURE - A Information as required under Section 217 (I) (e) read with the Companies (disclosure of particulars in the Report of Board of Directors) Rules 1988 A) CONSUMPTION OF ENERGY : The required information in Form 'A' of the Companies Act, 1956 is attached herewith.

FORM A (See Rule 2) Form for Disclosure of particulars of Conservation of Energy

PARTICULARS Current Year Previous Year (I) Power and Fuel Consumption 1. Electricity: (a) Purchased Units 30319 21312 (b) Total Amount (Rs.) 312080 181560 (c) Rate/Unit (Rs.) 10.29 8.51 (d) Own Generation NIL NIL (e) Through diesel Operator Unit NIL NIL per Litre of Diesel Oil Cost/Unit 2. Coal Quantity (Tonnes) NIL NIL Total Cost (Rs.) NIL NIL Average Rate (Rs.) NIL NIL (Steam Coal Used for Steam Generation NIL NIL for dyeing plant) 3. Furnace Oil Quantity (K. Litres) NIL NIL Total Cost (Rs.) NIL NIL Average Rate (Rs.) NIL NIL 4. Other Internal Generation Quantity (in kgs) 52373 17855 Total Cost (Rs.) 2736641 1084110 Average Rate (Rs.) 52.25 60.71 (II) Consumption per unit of production The Company does not maintain separate records for consumption of electricity and furnace oil individually for each of its products.

Technology Absorption Efforts made in technology absorption as per Form B of the Annex to the Rules

(III) Research and Development (R&D) (IV) Techonology Absorption Adaption and Innovation NIL NIL (V) Foreign Exchange Earnings and Outgo During the year the Company earned Foreign Exchange of Rs. 1,79,17,479 60,57,989 During the year the outgo of Foreign Exchange was Rs. 25,23,048 97,323

Dated: 30th May, 2013 By order of the Board of Directors 42, Emerald Industrial Estate, TIRUPATI INDUSTRIES (INDIA) LIMITED Dheku, Tal Khalapur Sd/- Dist- Raigad, Maharashtra, India. (Ramesh J. Sanghvi), Chairman

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MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE

India is one of the largest consumers of oil in the world and this sector occupies an important position in the agricultural economy. Vegetable oil production has increased over the years but it has not been able to fulfill India’s vast domestic demand. There has been a large gap between the domestic demand and production, thus making India the second largest importer of oils. India’s per capita consumption of vegetable oil will continue to rise this year in the wake of sustained positive growth in the disposable incomes. Favourable climatic conditions has increased oil production increasing the overall availability from the domestic sources. The policy and the business environment are conducive for the growth of the sector meeting the huge domestic demand and catering to the international markets as well.

BUSINESS OVERVIEW

Tirupati aims to ACHIEVE its goals by providing superior quality products and services at competitive prices to meet the essential requirements of its esteemed customers. Diversification and Innovation has been the basis of the evolution and growth of Tirupati. Starting with solvent extraction in the seventies, Tirupati pursued a strategy of diversification and innovation in Methyl Esters, Biodiesel, Industrial Oils, Fatty Acids, Edible Oils & Soaps production. Developing new products and creating markets has been the cornerstone of Tirupati’s success. Under our edible oil brands - MONOPOLY® and COCOBEL®, we cater to individuals, households and consumers of all classes. Our Eco-friendly fuel, Biodiesel under the brand BIOWIN™ caters to various institutions and organizations which helps them in reducing air pollution and hence contributes to decreasing their carbon footprint. Tirupati endeavors to improve the quality of life of the communities it serves by striving to lead and excel in the businesses in which it operates.

THREATS & OPPORTUNITIES

This industry is normally price sensitive. Any major price volatility of these raw materials and to adjust to the same could affect results of operations and profitability. However, Tirupati has succeeded in adding downstream value-added products of the vegetable oil industry to its product portfolio and price variations thus do not affect it.

The Company is also monitoring the global economic and political events and the likely impact of the same on the performance of the Company and has been taking necessary steps to further insulate itself from the same. Tirupati perceives risks or concerns common to industry such as concerns related to the Macro Indian Economic Outlook, Global Economic fallout, regulatory risks, Foreign exchange volatilities, higher interest rates, rising raw-material costs and other commercial and business related risks.

Tirupati intends to manufacture & market a range of Chemicals and laboratory reagents under the brand GEMChem™ for which it has received good opportunities in the domestic and global markets. This will contribute to higher revenue and profitability. Tirupati is also exploring possibilities to manufacture paints.

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DOMESTIC MARKETS

We create markets and also tap every opportunity coming our way. We follow a focused approach and increased marketing efforts. All these have resulted in increased growth of the Company in the recent years. In the coming years, we shall strive harder to build a strong reputation for ourselves and ensure customer satisfaction.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls to ensure that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. Your Company’s internal control systems are commensurate with the nature and size of its business operations.

DISCUSSION ON FINANCIAL AND OPERATIONAL PERFORMANCE

Your Company’s turnover for the current financial year, 2012-13 stands at Rs. 2832.19 lakhs as against Rs. 1989.27 lakhs for last year. Further your Company has posted a profit before tax of Rs. 152.54 lakhs this year as against Rs. 95.73 lakhs in the previous year.

CORPORATE SOCIAL RESPONSIBILITY

Your Company’s operations have expanded to newer markets, yet the Company has retained its focus on various aspects of Corporate Social Responsibility and Sustainability that touches the lives of people, the society and the environment. Your Company believes that the society is not only a participant in the business but is the main reason of the Company’s subsistence, thus the Company puts in every effort to give back to society.

OUTLOOK

We are committed to deliver innovative quality products on a consistent basis and at competitive prices. Our strategy has been to make optimum utilization of the resources, raw materials, timely delivery schedules and finally develop strong customer relationships. We intend to cater to our customer’s demands by providing them with high quality goods, customized to their specific requirements. There exists a huge potential to grow exponentially in the areas the Company is currently involved in. The outlook for the Company is extremely positive.

CAUTIONARY STATEMENT

Statement in the Management Discussion and Analysis describing the Company’s objectives, projections, expectations and estimates regarding future performance may be forward looking statements and are based on currently available information. The Management believes these to be true to the best of its knowledge at the time of preparation of this report. However, these statements are subject to certain future events and uncertainties which could cause actual results to differ materially from those which may be indicated in such statements.

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REPORT ON CORPORATE GOVERNANCE

Your Company has complied in all respects with the applicable Corporate Governance Code as per Clause 49 of the Listing Agreement with the Stock Exchange. A report on the Corporate Governance is furnished below:

(I) COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

For your Company, the Corporate Governance is the application of best management practices and is an ongoing process to ensure compliances with all applicable laws and adherence to ethical standards. The Company displays the highest standards of professionalism, integrity, accountability, fairness to all concerned, transparency, social responsiveness and business ethics in its dealings. Good Corporate Governance enables the Company to carry on the business effectively and efficiently and achieve its corporate objectives of optimum utilization of scarce resources to achieve wealth generating capacities and also develop a structure and methodology to sustain its survival in a globally competitive environment. The Board fully appreciates the need of increased awareness for responsibility, transparency and professionalism and focus for effective control and management of the Organization. The Company has adequate number of Independent Directors and also has formed various Committees for overview of the Organization. (II) MANDATORY REQUIREMENTS

(1) BOARD OF DIRECTORS a) The Constitution of the Board and other relevant details are given below: Tirupati Industries (India) Limited Board presently consists of 6 (Six) Directors out of which 4 (Four) are Non-Executive (including the Chairman who is Non-Executive) and 2 (Two) are Executive (including Managing Director).

No. of Committee Membership*

Name of Directors Brief Profile

Chairman Memb-er

No. of Board Meetings Attended

Attendance at Last AGM

Shri Ramesh J. Sanghvi

Science Graduate from Mumbai University and is engaged in consultancy on advanced chemistry.

Nil Nil 5 YES

Shri Neil K. Karani Bachelor of Management studies (BMS) from Mumbai University and MSc in International Business from Aston University, Birmingham U.K. He has successfully completed a programme in Management, Entrepreneurship and Global Leadership from London School of Economics & Political Science, London, U.K.

Nil Nil 6 YES

Shri Ketan F. Karani Science Graduate from Mumbai University and has varied experience of 31 years.

Nil Nil 6 YES

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Shri Manchand F. Jhaveri

Businessman having a Trading Business since last 41 years.

2 2 6 YES

Shri Jyotiram S. Nale

Graduate with a rich experience of more than 26 years in factory administration & accounts.

Nil 2 6 YES

Shri Hitesh M. Jhaveri

Commerce Graduate from Bombay University and has 28 years experience both in manufacturing and trading and has a proficiency in Accounts, Finance and Taxation.

Nil 2 6 YES

*Includes Audit Committee and Shareholder’s/Investors Grievance Committee only.

(b) Board Meetings During the year 2012-13, total Six Board Meetings were held on 30/04/2012, 30/07/2012, 25/08/2012, 31/10/2012, 31/01/2013 and on 05/03/2013.

(c) Code of Conduct Tirupati Industries (India) Limited Code of Conduct laid down by the Board of Directors is applicable to all the Directors and Senior Management of the Company. All the Members and Senior Management of the Company have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2013. A declaration to this effect, duly signed by the Managing Director is annexed hereto. (2) COMMITTEES

(a) Audit Committee The Audit Committee has been constituted pursuant to Section 292A of the Companies Act, 1956 and the guidelines set out in the Listing Agreement with the Stock Exchange. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under Clause 49 of Listing Agreement which, inter-alia include to supervise the Company’s financial reporting process and the disclosure of its financial information to ensure that the Financial statements are correct, complete and credible, to appoint and fix the remuneration of internal auditors, to review the internal and external audit reports, the adequacy of internal control systems and to review the Company’s financial and risk management policies. During the year 2012-13, 4 (four) Audit Committee Meetings were held on 30/04/2012, 30/07/2012, 31/10/2012 and 31/01/2013. The Composition of Audit Committee and other relevant details are given below:

MEMBER

NO. OF MEETINGS ATTENDED

Shri Manchand A. Jhaveri 4

Shri J.S.Nale

4


4

(b) Shareholder’s Grievance Committee The terms of Reference of the Committee inter-alia cover reviewing status of approval of transfer/transmission of shares, issue of duplicate certificates, review/redressal of Investor’s Grievances. During the year 2012-13, 4 (four) Shareholder’s Grievance meetings were held on 09.06.2012,

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12.09.2012, 10.12.2012 and 09.03.2013. The composition of Shareholder’s Grievance Committee and other relevant details are given below:

MEMBER NO. OF MEETINGS ATTENDED

Shri Manchand A. Jhaveri 4

Shri J.S. Nale

4


4

(c) Shareholder’s Complaints During the year 35 (Thirty Five) Complaints were received. All the Complaints were resolved to the complete satisfaction of the Shareholders.

(3) DISCLOSURES

(a) The Code of Conduct for the Directors and the Senior Management of the Company have been laid down by the Board. (b) The Company has been continuously complying with the requirements of Stock Exchanges, SEBI and other Statutory Authorities on all matters related to the capital markets. No penalties or strictures have been imposed on the Company by the said authorities relating to the above. (c) The details of the transaction with related parties are given in the Notes to the accounts of Auditors Report. The transaction is in the ordinary course of the business at prevailing market price and is not in conflict with the interest of the Company. (d) Director’s periodically review and assess risks and takes measures to minimize the risks. (e) All mandatory Accounting Standards have been followed in preparation of financial statements and no deviation has been made in following the same.

(4) REMUNERATION OF DIRECTORS The Remuneration payable to the Directors is considered and approved by the Remuneration Committee constituted in accordance with the Corporate Governance Code and provisions of the Companies Act, 1956, having due regard to the relevant factors. Non-executive Directors are paid Sitting fees for each of the meetings of the Board of Committee(s) thereof attended by them.

(5) GENERAL BODY MEETINGS Details of last three Annual General Meetings are as under:

MEETING DATE AND TIME OF AGM

PLACE SPECIAL RESOLUTION PASSED

37th AGM 30-9-2010 at 11.45 AM Regd. Office Yes u/s 81(1)A, 293(1)(a)

38th AGM 30-9-2011 at 12.45 PM Regd. Office Yes u/s 81(1)A, sec 293(1)(a)

39th AGM 29-9-2012 at 12.30 PM Regd. Office Yes u/s 81(1)A, sec 293(1)(a)

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(6) MEANS OF COMMUNICATION The Board of Directors of the Company approves and takes on record the Un-audited/Audited Financial results in the prescribed proforma of the Stock Exchange on a quarterly/half yearly basis. The results are announced to all the Stock Exchanges where the shares of the Company are listed.

The Quarterly results were published in following newspapers:

Financial Results for the Quarter /Half Year ended

Newspapers

30.06.2012 Asian Age & Raigad Times 30.09.2012 Asian Age & Mumbai Lakshadweep 31.12.2012 Asian Age & Mumbai Lakshadweep 31.03.2013 Free Press Journal & Nav Shakti

All data required to be filed with the Stock Exchanges, such as Quarterly/Half Yearly/Yearly Financial Statements, Shareholding Pattern are being available on www.corpfiling.co.in in addition to the filing of the same with the Stock Exchanges. The same are also available on the Company’s website i.e. www.tirupatiind.com under the link “Investor Relations”.

(7) GENERAL SHAREHOLDERS INFORMATION (a) The day, date, time and venue of the 40th Annual General Meeting

DAY DATE TIME VENUE MONDAY 30th September,

2013 3.00 p.m.

Regd. Office of the Company at 42, Emerald Ind. Estate, Dheku, Taluka –Khalapur, Dist. Raigad, Maharashtra -410203, India.

Dates of Book Closure (Both Day Inclusive) Tuesday, 24th September, 2013 to Monday 30th September, 2013.

(b) Financial Calendar: Financial Year 1st April 2012 to 31st March 2013

(c) Listing on Stock Exchange:

(d) Listing Fees and Annual Custodial Fee: The Company has paid the Annual Listing Fees of the Stock Exchange and Annual Custodial Fees of the Depositories for the year 2013-14.

(e) Dematerialization of Shares: Over 81.51% of the Company’s paid-up equity share capital has been Dematerialized upto 31st March, 2013. Trading in Equity shares of the Company is permitted only in Dematerialized form as per notification issued by the Securities Exchange Board of India (SEBI).Accordingly Company has entered into an agreement with NSDL and CDSL which are providing the services of dematerialization of equity shares.

STOCK EXCHANGE STOCK CODE Bombay Stock Exchange Limited 531547

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(f) Share Transfer Agents & Address for Correspondence: The Company has appointed M/s. Link Intime India Pvt. Ltd. as the Share Transfer Agents of the Company having details as under:-

M/s. LINK INTIME INDIA PVT. LTD. - C-13, Panalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai-400080, Maharashtra, India | Ph. No. 022-25963838/ Fax 022- 25946969 / E-mail- [email protected] Shareholders are requested to address their correspondence relating to Share Transfer, Transmission, Demat, Remat, Change of Address, Change of Bank Mandate etc. to the above address only.

(g) Compliance Officer: Ms. Milee J. Shah (w.e.f. 10th May, 2013) 42, Emerald Industrial Estate, Dheku, Tal. Khalapur, Dist. Raigad, Maharashtra-410203, India In accordance with the Clause 47(f) of the Listing Agreement, Company has opened a specific Investor Grievance Email Id : [email protected]

(h) Unclaimed Shares Certificates: As per Clause 5Aof the Listing Agreement, the Company is in the process of sending reminder(s) to the concerned shareholders informing about the unclaimed Share Certificates.

(8) SHAREHOLDING PATTERN AS ON 31ST MARCH, 2013

CATEGORY NO. OF SHARES % Promoters-Indian 3517620 64.78 Bodies Corporate 68890 1.27 Banks, Financial Institutions 1300 0.02 FII/NRI/OCB 202380 3.73 Public 1639850 30.19 TOTAL 5430040 100.00

(9) MARKET PRICE DATA

Bombay Stock Exchange (BSE)

MONTH

HIGH (Rs)

LOW (Rs)

Apr-12 11.13 10.20 May-12 10.65 10.00 Jun-12 14.79 10.45 Jul-12 14.95 12.76 Aug-12 15.36 13.25 Sep-12 15.15 11.22 Oct-12 16.00 15.50 Nov-12 15.40 12.95 Dec-12 13.91 11.12 Jan-13 13.33 11.41 Feb-13 12.00 10.84 Mar-13 12.50 11.41

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(10) REGISTERED OFFICE 42, Emerald Industrial Estate, Dheku, Taluka Khalapur, Dist. Raigad, Maharashtra – 410203, India

(11) CEO/CFO CERTIFICATION As required under Clause 49 of the Listing Agreement, a Certificate duly signed by Managing Director was placed at the meeting of the Board of Directors held on 30th May, 2013.

(III) NON-MANDATORY REQUIREMENTS

REMUNERATION COMMITTEE The Company has constituted the remuneration committee. The Committees decide and review the Managerial Remuneration. The members of the remuneration committee are Shri Manchand A. Jhaveri, Shri Jyotiram S. Nale and Shri Hitesh M. Jhaveri. One meeting of the remuneration committee was held to consider and decide the remuneration payable to Managing Director.

For and on behalf of the Board Sd/-

Date: 30th May, 2013 Neil K. Karani Place: Dheku Managing Director

____________________________________________________________________________________

MANAGING DIRECTOR’s CERTIFICATION

All the Directors and the Senior Management Personnel have affirmed Compliance of the Code of Conduct laid down by the Board of Directors in terms of Clause 49 of the Listing Agreement made with the Stock Exchange.

Date: 30th May, 2013 For and on behalf of the Board Place: Dheku Sd/- Neil K. Karani Managing Director

[21]

CERTIFICATE OF COMPLIANCE WITH CLAUSE 49 OF LISTING AGREEMENT

To,

The Members of Tirupati Industries (India) Limited

We have examined the compliance of conditions of Corporate Governance by Tirupati Industries (India) Limited for the financial year ended 31st March, 2013, as stipulated in the listing Agreement of the said Company with Bombay Stock Exchange Limited.

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

In our opinion and to the best of our information and according to the explanations given to us, we clarify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that investor grievances received during the year under review were duly attended to by the Company within the stipulated time.

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

Ravindra Joshi

Place: Mumbai (Practicing Company Secretary)

Date: 30th May, 2013 FCS No. 1419 CP No.886

[22]

R. P. TRIVEDI & ASSOCIATES 56, Balasinor Society, CHARTERED ACCOUNTANTS S.V.Road, Kandivali (W), R. P. TRIVEDI B.COM. F.C.A Mumbai – 400 067.

INDEPENDENT AUDITOR'S REPORT

To, The Members of Tirupati Industries (India) Limited,

Report on the Financial Statements

We have audited the accompanying financial statements of Tirupati Industries (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management's Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of ‘The Companies Act, 1956 of India (the “Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors’ considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

1. The Company has shown expenditure on development of internally generated Brands amounting to Rs.76,84,680/- as Intangible Asset under Development which constitutes departure from Accounting Standard 26 referred to in section 211(3C) of the Companies Act, 1956. Had it been accounted as per Accounting Standard, selling expenses would have been more by Rs.76,84,680/- and Net Profit and Surplus in Profit & Loss Account would have been lower by the Rs.76,84,680/-.

[23]

2. The Company has not provided for the Retirement benefits expenses in respect of temporary staff for the reasons explained in Note 15. The effect on profit and liabilities is not ascertained.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a.) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b.) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c.) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d.) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e.) On the basis of written representations received from the directors as on March 31, 2013, and

taken on record by the Board of directors, none of the directors is disqualified as on March 31, 2013, from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Act.

For R. P. Trivedi & Associates Place: Mumbai Chartered Accountants Date: 30th May, 2013 Firm's Registration No: 111066W Sd/-

R. P. Trivedi Proprietor

M. No. - 033885

R.P.TRIVEDI & ASSOCIATES CHARTERED ACCOUNTANTS

56, BALASINOR CO-OP HOUSING SOCIETY LIMITED, S.V.ROAD, KANDIVALI ( WEST ), MUMBAI - 400067.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT -31ST MARCH, 2013.

REFERRED TO IN OUR REPORT OF EVEN DATE :

1 ( a ) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.( b ) According to the information and explanations given to us, the fixed assets have been physically verified by the Management during

the year which, in our opinion, is reasonable , having regard to the size of the Company and nature of the assets. According to theinformation and explanations given to us, no material descripancies were noticed on such verification.

( c ) During the year, the Company has not disposed off a substantial part of fixed assets.

2 ( a ) As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

( b ) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventoriesfollowed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

( c ) In our opinion and as per the information and explanation provided to us, the Company has maintained proper records of inventoriesand there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 We are informed that Company has not granted or taken any loans , secured or unsecurd , to Companies . Firms or other partieslisted in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systemscommensurate with the size of the Company and the nature of its business for the purchase of goods, fixed assets and also for thesale of goods and services . During the course of our audit, we have not observed any major weaknesses in such internal controlsystems considering the size of the Company and nature of its business.

5 As per the information and explaination given to us, the transactions which are required to be entered in the register maintainedunder section 301 of the Companies Act 1956 have been so entered. In our opinion and according to the information explanationgiven to us, the transactions made in pursuance of the contracts and exceeding during the year to Rs.5,00,000 or more in respect ofsuch party have been made at prices which appear prima facie reasonable having regard to prevailing market prices at relevanttimes.

6 The Company has not accepted any deposits from the public in terms of provisions of Section 58A and 58AA and other relevantprovisions of the Companies Act, 1956..

7 The Company does not have an Internal Audit System commensurate with its size and nature of business .

8 We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the CentralGovernement for maintenance of cost records under section 209 ( I ) ( d ) of the Companies Act, 1956, and are of the opinion thatprima facie, the prescribed accounts & records have been made & maintained. However, we have not made a detailed examinationof the records.

9 ( a ) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory duespayable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax,Wealth tax, Custom Duty , Excise Duty, Service Tax and any other material statutory dues applicable to it with the appropriateauthorities. There are no undisputed statutory dues payable in respect of such statutory dues in arrears as on 31st March, 2013, fora period of more than six months from the date they became payable.

( b ) According to the information and explanations given to us, there are no disputed statutory dues payable in respect of Income - tax,wealth - Tax, Custom Duty, Excise Duty, Service Tax & Sales Tax.

10 The Company has not incurred cash losses during the current financial year or during the immediately preceding financial year. Ithas no accumulated losses as on 31st March, 2013.

11 According to the information and explanations given to us, the Company has not defaulted in repayment of dues to the FinancialInstitutions / Bank during the year.Certificate under Clause 49

12 In our opinion and according to the information & explanation given to us, no loans and advances have been granted by way ofpledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies(Auditor's Report) Order, 2003 is not applicable to the Company.

14 The Company is not dealing or trading in shares, securities, debentures and other securities.

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15 According to information and explanations given to us, the Company has not given any guarantee for loan taken by others frombanks and financial institutions.

16 According to the information and explanations given to us, the term loans have been applied for the purpose of which it was raised.

17 According to the information and explanations given to us, fund raised on short term basis has not been used for long terminvestment by the Company .

18 During the year, the Company has not made any preferential allotment of shares to a party covered in the Register maintainedunder Section 301 of the Companies Act 1956.

19 The Company has not issued any debentures , Hence the requirements of claiuse ( xix ) of paragraph 4 of the Order is notapplicable to the Company.

20 The Company has not raised any money by way of public issue during the year.

21 During the course of our examination of the books of accounts and records of the company, carried out in accordance with thegenerally accepted auditing practices in India, and according to the information and explanation given to us, we have neither comeacross any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any suchcases by the Management.

Place: Mumbai FOR R.P.TRIVEDI & ASSOCIATES Date: 30th May, 2013 CHARTERED ACCOUNTANTS

FIRM REGISTRATION NO 111066W Sd/-

CA R.P.TRIVEDI PROPRIETOR M.NO. : 33885

[25]

As at As at March 31, 2013 March 31, 2012

Rupees RupeesI. EQUITY AND LIABILITIES

(1) Shareholders' Funds Share capital 1 54,200,400 54,198,400 Reserves and surplus 2 31,689,016 19,050,732

85,889,416 73,249,132

(2) Share application money pending allotment - -

(3) Non-current liabilities Long-term borrowings 3 798,816 1,596,876 Deferred tax Liability (net) 4 713,157 - Long-term provisions 5 979,736 776,025

2,491,709 2,372,901 (4) Current liabilities Short term Borrowings 6 3,200,755 -

Trade payables 7 62,124,895 84,873,818 Other current liabilities 8 1,572,512 1,099,355 Short-term provisions 9 2,445,313 846,261

69,343,474 86,819,434

TOTAL 157,724,600 162,441,467

II. ASSETS

(1) Non-current Assets Fixed Assets 10 (i) Tangible assets 12,184,738 14,087,393 (ii) Intangible assets 1,312 1,750 (iiI) Intangible assets- Brands Under Development 7,684,680 -

19,870,730 14,089,143 Non-current investments 11 20,929,000 20,929,000 Deferred tax assets (net) 4 - 3,728,592 Long-term loans and advances 12 6,012,604 190,726

26,941,604 24,848,318 (2) Current Assets Inventories 13 71,197,597 40,532,864 Trade receivables 14 26,048,399 74,341,643 Cash and cash equivalents 15 6,226,161 1,394,793 Short-term loans and advances 16 1,434,420 1,234,706 Other Current Assets 17 6,005,690 6,000,000

110,912,266 123,504,006

TOTAL 157,724,600 162,441,467 (0) (0)

Significant Accounting Policies & Notes to the Accounts 27forming integral parts of Accounts

In terms of our report of even date For and on behalf of the Board of Directors ofFor R.P.Trivedi & Associates TIRUPATI INDUSTRIES (INDIA) LIMITEDChartered AccountntsFirm Registration No.-111066W Sd/- Sd/- Sd/- Sd/- CA R. P. Trivedi Neil K. Karani R.J.Sanghvi Milee J. ShahProprietor Managing Director Chairman Company SecretaryMembership No. 33885Place: Mumbai Place: DhekuDate: 30th May, 2013 Date: 30th May, 2013

[26]

Particulars Note No.

Balance Sheet As At March 31, 2013


Year ended Year endedMarch 31, 2013 March 31, 2012

Rupees Rupees

I. Revenue from operations 18 283,348,145 198,926,933 Less : Excise Duty (128,780) 0

283,219,365 198,926,933 II. Other income 19 427,801 540,093

III. Total Revenue (I + II) 283,647,166 199,467,026

IV. Expenses:Cost of materials consumed 20 245,510,854 193,049,959 Changes in inventories of finished goods, work-in-progress 21 (3,700,971) (16,254,745) Other Manufactiring Expenses 22 9,749,179 3,460,016 Employee Benefits Expense 23 2,777,882 1,077,926 Finance Cost 24 2,025,454 88,036 Depreciation and Amortization Expense 1,672,527 1,433,985 Other Expenses 25 10,358,185 7,038,596

Total Expenses 268,393,110 189,893,772

V. Profit before tax 15,254,056 9,573,254

VI. Tax Expenses:(1) Current Tax 3,020,000 1,825,000 (2) Deferred Tax Expense / (Credit) 4 4,441,749 (3,728,592) (3) Less : Mat Credit Entitlement 12 (5,271,878) - (4) Tax Adjustment for Earlier Year 196,069 -

VII. Profit/(Loss) for the year 12,868,115 11,476,846

VIII. Earnings per equity share: 26(1) Basic 2.37 2.11 (2) Diluted - -

Significant Accounting Policies & Notes to the Accounts 27forming integral parts of Accounts

In terms of our report of even date For and on behalf of the Board of Directors ofFor R.P.Trivedi & Associates TIRUPATI INDUSTRIES (INDIA) LIMITEDChartered AccountntsFirm Registration No.-111066W

Sd/- Sd/- Sd/- Sd/-CA R. P. Trivedi Neil K. Karani R.J.Sanghvi Milee J. ShahProprietor Managing Director Chairman Company SecretaryMembership No. 33885Place: Mumbai Place: DhekuDate: 30th May, 2013 Date: 30th May, 2013

[27]

Particulars Note No.


Statement of Profit and Loss For the Year Ended March 31, 2013

Year ended Year endedMarch 31, 2013 March 31, 2012

Rupees RupeesA. Cash Flow from Operating ActivitiesNet Profit before taxation 15,254,056 9,573,254 Adjustments for:Depreciation on fixed assets 1,672,527 1,433,985 Interest and other borrowing costs paid 2,025,454 88,036

Deduct:Profit on sale of fixed assets 17,819 18,665 Dividend 300 12,500

Operating Profit before Working Capital changes 18,933,917 11,064,110

Adjustments for :(Increase) / Decrease in inventories (30,664,733) (18,908,406) (Increase) / Decrease in trade receivables 48,293,244 (59,587,216) (Increase) / Decrease in loans and advances (755,404) 6,302 Increase/(Decrease) in liabilties (22,280,716) 68,516,875 Increase/(Decrease) in provisions 1,802,763 169,684 CASH GENERATED FROM OPERATIONS 15,329,072 1,261,349 Income tax Paid (3,216,069) (1,825,000)

Net Cash inflow from/ (outflow) from Operating activities 12,113,003 (563,651)

B. Cash Flow from Investing Activities

Purchase of fixed assets / Brand under Development (8,256,126) (1,094,163) Sale Proceeds from investments / Write off of Investment - - Sale Proceeds from fixed assets 590,000 22,224 Dividend received 300 12,500 Net Cash inflow from/ (outflow) from Investing activities (7,665,826) (1,059,439)

C. Cash Flow from Financing Activities

Calls in Arrears received 2,000 - Proceeds from borrowings 3,200,755 2,375,000 Repayment of borrowings (793,110) (238,475) Interest & other borrowing costs paid (2,025,454) (88,036)

Net Cash inflow from/ (outflow) from Financing activities 384,191 2,048,489

Net increase / (decrease) in cash and cash equivalents 4,831,368 425,399 Add :Opening Cash and Cash EquivalentsCash in hand 584,953 351,667 Bank balances 809,840 617,727

1,394,793 969,394 Closing Cash and Cash EquivalentsCash in hand 310,291 584,953 Cheques, drafts on hand 99,000 Bank balances 5,816,869 809,840

6,226,161 1,394,793

Significant Accounting Policies & Notes to the Accounts 27forming integral parts of AccountsNotes:1.The above Cash Flow Statements has been prepared under the indirect method as set out in AS-3 notified under the Companies(Accounting Standards)Rules,2006.2. Cash and Cash equivalents represent cash and bank balances (Note 15).3. Previous year's figures have been regrouped/reclassified wherever necessary.

In terms of our report of even date For and on behalf of the Board of Directors ofFor R.P.Trivedi & Associates Tirupati Industries (India) LimitedChartered AccountntsFirm Registration No.-111066W Sd/- Sd/- Sd/- Sd/-CA R. P. Trivedi Neil K. Karani R.J.Sanghvi Milee J. ShahProprietor Managing Director Chairman Company SecretaryMembership No. 33885Place: Mumbai Place: DhekuDate: 30th May, 2013 Date: 30th May, 2013

[28]

TIRUPATI INDUSTRIES INDIA LIMITED

Cash Flow Statement For the Year Ended March 31, 2013

Particulars

1 - SHARE CAPITAL (Amount in Rupees)

a. Details of authorised, issued and subscribed share capital

Particulars As at March 31, 2013

As at March 31, 2012

Authorised Capital 75,000,000 75,000,000 75,00,000 Equity Shares of Rs 10/- each

Issued, Subscribed and Paid up54,30,040Equity Shares of Rs 10/- each 54,300,400 54,300,400 Less : Calls In arrears (100,000) (102,000) ( From other than Directors)

54,200,400 54,198,400

b. Information on shareholders holding more than 5% shares

No of Equity shares held Percentage No of Equity shares held Percentage

Nova Oleochem Ltd. Associates 2100000 38.67Ketan Karani Director 1187830 21.87 912670 16.81Alka Ketan Karani Relative of Promoter 281920 5.19Neil Ketan Karani Managing Director 1250400 23.03

c. Reconciliation of number of shares

Number Rs. Number Rs.Shares outstanding at the beginning of the year 5,430,040 54,300,400 5,430,040 54,300,400 Shares Issued during the year - - - - Shares bought back during the year - - - - Shares outstanding at the end of the year 5,430,040 54,300,400 5,430,040 54,300,400

2 - RESERVES AND SURPLUS



a. Securities Premium Account 400,000 400,000

b. Revaluation ReserveOpening Balance 2,104,985 2,371,951

(-) Adjusted in Current Year 229,831 266,966 Closing Balance 1,875,154 2,104,985

c. SurplusOpening balance 16,545,747 5,068,901 (+) Net Profit/(Net Loss) For the current year 12,868,115 11,476,846 Closing Balance 29,413,862 16,545,747

GRAND TOTAL 31,689,016 19,050,732

[29]

As at March 31, 2013 As at March 31, 2012Particluars


Accompanying notes to the financial statements for the year ended March 31, 2013

As at March 31, 2013 As at March 31, 2012Name of Shareholder Relationship

3 - LONG-TERM BORROWINGS (Amount in Rupees)



SECURED

Vehicle loans

From HDFC Bank 345,445 626,184 (Secured By hypothecation of Tempo)Terms of Repayment : EMI over period of 34 Months

TOTAL 345,445 626,184

UN-SECURED

Deposits - Inter CorporateFrom Magma Fincorp Limited 453,371 970,692 Terms of Repayment : EMI over period of 36 Months

TOTAL 453,371 970,692

TOTAL OF SECURED AND UN-SECURED 798,816 1,596,876

4 - DEFERRED TAX LIABILITY (Net)

The major components of deferred tax liability / asset as recongised in the financial statement is as follows:



Deferred Tax Liability1,015,895 1,199,870 1,015,895 1,199,870

Deferred Tax AssetProvision for Employee benefits 302,738 239,792 Carry forward business loss and unabsorbed depreciation - 4,545,988 Other Provisions - 142,684

302,738 4,928,463

Net 713,157 (3,728,592)

Deferred Tax Charge / (Credit) for the year 4,441,749 (3,728,592)

5 - LONG-TERM PROVISIONS



Provision for Employee Benefits:Gratuity 680,887 609,868 Leave Encashment 298,849 166,157

Total 979,736 776,025

[30]

Excess of net block of fixed assets as per books of accounts over net block



(Amount in Rupees)

6 - SHORT-TERM BORROWINGS



SECURED

(a) Loans repayable on demand

From Citi Bank 3,200,755 - (Secured By hypothecation of stock & debtors, lien on fixed deposit,charge on immovable properties and plant and machineries at Dhekuand personal guarantee of 2 Directors)

Total 3,200,755 -

7 - TRADE PAYABLES



Trade Payables * 62,124,895 84,873,818 - -

62,124,895 84,873,818

8 - OTHER CURRENT LIABILITIES



Current maturities of long-term debt 798,059 793,110 Security deposits 100,000 100,000 Other Liabilities 437,448 15,858 Statutory Dues 237,004 190,387

Total 1,572,512 1,099,355

9 - SHORT-TERM PROVISIONS



Others:Provison for taxation 2,445,313 846,261

Total 2,445,313 846,261

[31]

* Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to dues to Micro, Small and Medium enterprises. Based on the information available with the Company, there are no parties who have been identified as micro, small and medium enterprises based on the confirmations circulated and responses received by the management.



(Amount in Rupees)10- FIXED ASSETS

As at April 1, 2012

Additions / Adjustments

during the Year

Deletions / Adjustments

during the Year

Revaluations/ (Impairments)


As at April 1, 2012

Depreciation charge for the year

Adjustments On disposals




Tangible Assets- - - - - - - - - - -

Building - (Factory)with attached land10,998,984 - - - 10,998,984 3,987,690 701,132 - 4,688,822 6,310,162 7,011,294 Plant & Machinery 84,029,747 235,353 924,500 - 83,340,600 78,439,528 791,812 352,319 78,879,021 4,461,579 5,590,219 Furniture & Fixtures 488,598 - - - 488,598 445,876 5,942 - 451,818 36,780 42,722 Vehicles 1,462,691 173,443 - - 1,636,134 149,080 374,417 - 523,497 1,112,637 1,313,611 Office Equipment 307,656 22,900 - - 330,556 256,595 9,797 - 266,392 64,164 51,061 Computers 731,949 139,750 - - 871,699 653,644 18,795 - 672,439 199,260 78,305 Dies 66,175 66,175 65,994 25 66,019 156 181

- - - - - - - - - - - Total 98,085,800 571,446 924,500 - 97,732,746 83,998,407 1,901,920 352,319 85,548,008 12,184,738 14,087,393 Previous Year 97,363,891 1,094,163 372,254 - 98,085,800 82,666,735 1,700,369 368,697 83,998,407 14,087,393 14,697,156

Intangible AssetsCopyrights, Patents and other intellectual property rights, services and 8,665 - - - 8,665 6,915 438 - 7,353 1,312 1,750

- - - - - - - - - - - Total 8,665 - - - 8,665 6,915 438 - 7,353 1,312 1,750 Previous Year 8,665 - - - 8,665 6,332 583 - 6,915 1,750 2,333

Intangible Assets WIPBrand Development - - - - - - - - 7,684,680 -

- - - - - - - - - - - Total - - - - - - - - - 7,684,680 - Previous Year - - - - - - - - - - -

[32]



PARTICULARS

Gross Block Accumulated Depreciation Net Block

(Amount in Rupees)11 - NON-CURRENT INVESTMENTS



A. Trade Investments (Refer A below)Investment in Equity instruments - In Associates25000 Shares at Rs.39/- Each of Nova Oleochem Ltd 975,000.00 975,000.00 19,95,000 (Preious Year 19,95,,000) Equity Shares of Rs.10/- each fully paid up 19,950,000 19,950,000 in M/s Nova Oleochem Limited

20,925,000 20,925,000 B. Other Investments (Refer B below)

Investment in Equity instruments100 (Preious Year 100) Equity Shares of Rs.10/- each fully paid upin Dena Bank Limited 3,000 3,000 100 (Preious Year 100) Equity Shares of Rs.10/- each fully paid upin Kapol Co-Op Bank Ltd 1,000 1,000

4,000 4,000

TOTAL (A+B) 20,929,000 20,929,000

20,929,000 20,929,000



A) Aggregate amount of quoted investments (Market value Rs.8,940/- (Previous Year ` Rs.9,000/-) 3,000 3,000

B) Aggregate amount of unquoted investments 20,926,000 20,926,000

12 - LONG-TERM LOANS AND ADVANCES



Security Deposits

Unsecured, considered good 740,726 190,726 MAT Credit Entitlement 5,271,878 -

TOTAL 6,012,604 190,726

13 - INVENTORIES (Amount in Rupees)



(Valued at cost or net realisable value)

a. Raw Materials 27,056,471 2,352,375 b. Consumables 1,241,246 34,200 c. Finished goods 41,267,259 37,566,288 d. Packing Material 1,632,620 580,000

71,197,596.48 40,532,863.92

[33]



TOTAL

14 - TRADE RECEIVABLES



Trade receivables outstanding for a period less than six months Unsecured, considered good 25,604,769 74,158,775

25,604,769 74,158,775

Trade receivables outstanding for a period exceeding six months Unsecured, considered good 1,076,696 182,868 Doubtful 633,066 461,760 Less: Provision for doubtful debts (633,066) (461,760)

443,630 182,868

26,048,398 74,341,643

15 - CASH AND CASH EQUIVALENT



a. Cash on hand 310,291 584,953 b. Cheques, drafts on hand 99,000 c. Balances with banks in current Account In Current Account 816,869 809,840 In Deposit Account - ( With Maturity of More Than 12 Months) 5,000,000 -

6,226,161 1,394,793

16 - SHORT-TERM LOANS AND ADVANCES (Amount in Rupees)



a. Loans and advancesUnsecured, considered goodAdvances Recoverable in cash or kind 829,318 541,945 Advance Income Tax 76,510 164,169 Vat Refund receivable 528,592 528,592

1,434,420.00 1,234,706.00

17 - OTHER CURRENT ASSETS



Security Deposit with MSEB pursuant to Court Case (Refer Note 1) 6,000,000 6,000,000 Interest Accrued but not due 5,690 -

6,005,690.00 6,000,000.00

[34]



(Amount in Rupees)18 - REVENUE FROM OPERATIONS

Particulars Year EndedMarch 31, 2013

Year EndedMarch 31, 2012

Sale of Products (Gross) - - Manufactured GoodsVegetable Oils & Allied Products 280,170,906 194,258,517 Chemicals 1,082,047 - Others 196,270 540

281,449,222 194,259,057 Less: Excise Duty (128,780) -

281,320,442 194,259,057

Sale of ServicesProcessing Charges 1,242,899 1,516,445 Storage & Warehousing 405,800 261,207 Licence Fees 250,224 250,224

Other Operating RevenuesClaim for Non fulfillment of Contract - 2,640,000

283,219,365 198,926,933

19 - OTHER INCOME



Interest Income (in case of a company other than a finance company) 5,690 - Dividend Income 300 12,500 Net gain on sale of Fixed Assets 17,819 18,665 Sundy Balances Written Back - 189,710 Exchange Rate Difference 403,992 319,218

427,801 540,093

20 - COST OF MATERIAL CONSUMED



Vegitable Oil & Allied Products 231,838,897.24 190,906,776.90 Chemicals 718,962.77 - Others 12,952,994.28 2,143,182.00

245,510,854.29 193,049,958.90

21 - CHANGES IN INVENTORY OF FINISHED GOODS, WORK-IN-PROGRESS



Opening InventoryFinished Goods 37,566,288.42 21,311,543.00

37,566,288.42 21,311,543.00 Closing InventoryFinished Goods 41,267,259.26 37,566,288.42

41,267,259.26 37,566,288.42

(3,700,970.84) (16,254,745.42)

[35]

TIRUPATI INDUSTRIES (INDIA) LIMITEDAccompanying notes to the financial statements for the year ended March 31, 2013

22 - OTHER MANUFACTURING EXPENSES



Power and Fuel 3,150,265 1,265,670 Repairs to building 72,050 131,530 Repairs to machinery 293,931 66,871 Miscellaneous Manufacturing Expenses 791,139 160,763 Packing Materials Consumed 5,441,794 1,835,182

9,749,179 3,460,016

23 - EMPLOYEE BENEFIT EXPENSES



Salaries and incentives 2,467,159 883,551 Contributions to Provident Fund 107,012 59,898 Gartuity & Other retirement benefits (Unfunded) 203,711 134,477

2,777,882 1,077,926

24 - Finance Cost



Interest on Loans 327,816 86,530 Other Interest 3,383 1,506 Other Borrowing Cost 1,694,255 -

2,025,454 88,036

25 - OTHER EXPENSES



Insurance 147,719 61,771 Rates and Taxes 118,329 79,307 Auditor's Remuneration (Including Service Tax) : For Statutory Audit 150,000 168,540 For Tax Audit 50,000 56,180 Travelling & Conveyance 509,904 195,380 AGM Expenses 402,943 425,305 Legal and Professional 1,076,210 1,040,732 Director's Sitting Fees 34,500 4,500 Temporary Personnel Expenses 4,193,714 1,871,573 Selling & Distribution Expenses 2,194,778 2,122,227 Communication Expenses 391,748 168,368 Miscellaneous Expenses 827,032 382,953 Provision For Doubtful Debts 171,306 461,760 Prior Period Expenses - - Office Rent 90,001 -

10,358,185 7,038,596

[36]



26 - EARNINGS PER EQUITY SHARES



Basic Earnings per Share

Profit/(Loss) attributable to Equity shareholders in Rupees 12,868,115.25 11,476,846.09

Weighted average number of equity shares 5,430,040.00 5,430,040.00

Basic Earnings Per Share in Rupees 2.37 2.11Face value per Share in Rupees 10 10

Note:

Related Party Transactions as per accounting Standard 18:

A )Name of the Party RelationshipMr. Ketan Karani Key Management PersonnelMr. J. S. Nale Key Management PersonnelMr. Neil Karani Key Management PersonnelNova Oleochem Limited

B ) Transaction With related PartiesParticulars Current Year Prevoius Year

Amount(Rs.) Amount Rs.a) Key Management PersonnelRemuneration & Benefits To Mr. J.S.Nale 5,13,677 3,29,860

Remuneration & Benefits to Neil Karani 11,51,300 4,06,151

b ) Associate Concern (Net of tax) Rent 2,50,224 2,50,224 Storage & Warehousing Charges 1,60,800 1,60,800 Processing Charges 12,42,899 15,16,445 Closing Balances : Business 10,51,290 DR 29,50,781 DR Closing Balances : Deposit 1,00,000 CR 1,00,000 CR

[37]


The Company does not have any dilutive potential equity shares. Consequently the basic and diluted earning per share of the Company remain the same.


Name of the Related Parties and Description

AssociateConcern

[38]

TIRUPATI INDUSTRIES (INDIA) LIMITED NOTE : 27 NOTES FORMING PART OF THE STATEMENT OF ACCOUNTS AS AT 31ST MARCH, 2013 PART A: SIGNIFICANT ACCOUNTING POLICIES A. Significant Accounting Policies

a) Basis of Accounting

The Financial Statements have been prepared on historical cost convention on accrual basis and in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. Accounting policies not specifically referred to otherwise, are consistent and in consonance with the generally accepted accounting principles. These accounts have been prepared as per the revised Schedule VI to the Companies Act, 1956.

b) Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the financial statements and the reported amounts of revenues and expenses during the reporting period. Difference between actual results and estimates are recognized in the periods in which the results are known/ materialize.

c) Recognition of Income & Expenditure The company follows the accrual basis of accounting except in the following cases where the same are recorded on ascertainment of rights and obligation. i) Grants and Subsidy Received ii) Insurance Claim iii) Ex-gratia Sales and Purchases are recognized when complete and titles in goods is passed and are exclusive of MVAT collected, freight, discounts, rebates and returns.

d) 1. Fixed Assets Fixed Assets are carried at cost of acquisition and amounts adjusted on Revaluation less accumulated Depreciation. 2. Intangible Assets: Brand Development expenditure Expenditure on development of internally generated Brands have been carried under the head Intangible Asset under Development and the same will be capitalized on or before 31st March 2014. Depreciation (i) Depreciation on Fixed Assets has been provided on Written Down Value at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956. (ii) Depreciation on revalued assets includes an additional charge on account of revaluation. The additional depreciation is transferred to the Profit and Loss Account from Revaluation Reserve.

e) Borrowing Costs Borrowing costs are recognized as an expense in the period in which they are incurred except the borrowing cost attributable to be acquisitions / constructions of qualifying assets which are capitalized as a part of the cost of the fixed assets, up to the date, the assets are ready for its intended use.

f) Inventories Inventory of Finished goods and Raw Materials, are valued at lower of cost or net realisable value.

[39]

The full amount of purchase of consumables, stores and spare parts is debited in the accounts as and when purchased and treated as consumed in the same year.

g) Investments Investments those are intended to be held for more than a year from the date of acquisition are classified as long term investment and are carried at cost less any provision for permanent diminution in value. Investments other than long term investments being current investments are valued at cost or fair value whichever is lower.

h) Retirement Benefit Company’s contribution to Provident Fund for the year is charged to Profit and Loss Account. The liability for gratuity and leave encashment in respect of permanent employees has been provided in books on the basis of estimated liabilities as on the date of the Balance Sheet. Gratuity & Leave Encashment in respect of temporary staff has not been provided in books as they are not eligible for the same.

i) Contingent Liabilities The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, requires an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

j) Accounting for Taxes on Income

Current Taxes Provision for current income-tax is recognized in accordance with the provisions of Indian Income- tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions. Deferred Taxes Deferred tax assets resulting from “timing difference” between taxable and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. Deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset will be realised in future.

MAT Credit Entitlement

Minimum Alternative Tax (MAT) paid in accordance to the tax laws, which give rise to future economic benefits in the form of adjustment in future income tax liability, is considered as an asset if there is convincing evidences that the group will pay normal income tax after the tax holiday period. Accordingly, MAT is recognized as an asset in the balance sheet when it is probable that the future economic benefits associated with it will flow to the group and the asset can be measured reliably.

k) Impairment of Assets

Impairment of assets is ascertained at each Balance Sheet Date in respect of Company’s Fixed Assets. An impairment loss is recognized whenever the carrying amount of an asset exceeds recoverable amount.

l) Foreign Currency Transactions

Transactions of Foreign Currency are recorded at the exchange rate prevailing at the date of transaction. Monetary Assets / Liabilities outstanding at the close of financial year are stated at the exchange rate at the close of the year and the gain / loss is accounted in the Profit & Loss Account.

m) Earnings Per Share

The Basic Earning Per Share (EPS) is computed by dividing the net profit after tax for they are attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The company does not have dilutive potential equity shares.

[40]

PART B: NOTE ON ACCOUNTS 1. CONTINGENT LIABILTIES NOT PROVIDED FOR:

a. MSEB dues not acknowledged by the Company since reliefs and concessions given to units referred to BIFR as per the package of the Maharashtra State Government have to be granted to the Company. As per letter dated 15.4.2002 issued by MSEB after mutual discussions, the Company had to receive an amount of Rs 4,308.75 from MSEB. Whereas as per letter dated 15.7.2002, MSEB has demanded that the Company pays an amount of Rs 10,37,605.75 to MSEB. The Company has asked MSEB to arrive at the correct amount after mutual discussions and as required under the Maharashtra State Government’s order dated 16.11.96. Hon’ble AAIFR vide on order dated 14.12.06 has directed MSEB to implement the order of the State Government dated 16.11.96 & grant the necessary relief to the Company within three weeks from the date of the said order. MSEB approached the Bombay High Court against the order of AAIFR and claimed an amount of Rs.68,80,389/- (Previous Year Rs.68,80,389/-) from the company including interest and penalty upto the date of filing its petition. The Honorable High Court on 4th June, 2008, directed that an amount of Rs. 60 Lakhs be placed with MSEB pending the final disposal of the matter. Against this MSEB was required to give a Bank Guarantee to the High Court. In a Petition filed by the Compay, the Hon’ble Supreme Court directed the High Court to expedite the hearing. Company has approached the Hon’ble High Court for expeditious hearing.

b. Penalty of Rs.10 Lakhs (Previous Year Rs.10 Lakhs) levied under FERA (Refer Note 4) 2. The Company’s Factory is now situated at Dheku (Developing Industrial Area). In the opinion of

the Management, the provisions of Employees State Insurance Act, 1946 are therefore, not applicable to the Company.

3. Show Cause notice issued by Registrar of Companies, Maharashtra under section 13 of the Companies Act, 1956 to the Company for carrying on ultra vires activities The Company had received a show cause notice from Registrar of Companies, Maharashtra for violation of Sec.13 of the Companies Act, 1956 in the period prior to March 1991. The then Managing Director of the Company Mr. Ramniklal Sheth and two other Ex- Directors Mr. B. F. Jhaveri and Mr. C.A. Mehta were carrying on the business in Diamond in the name of the Company. The Department of Company Affairs has concluded that the activities of carrying on such business are ultravires and such opinion is formed after investigation of the records and documents of the Company, under Section 209 A of the Companies Act, 1956.

4. Penalty of Rs. 10 Lakhs imposed by Special Director of Enforcement under Foreign Exchange Regulation ACT, 1973. Office of the Special Director of Enforcement (Foreign Exchange Regulation Act) issued show cause notice to the Company and two erstwhile Directors i.e. Mr.R.A. Sheth and . Mr.C.A.Mehta for violation of Section 18(2) and 18(3) read with sections 68(1) & (2) of the FERA Act 1973. This violation is for non-realization of the export proceeds of Rs.1.11 crores in respect of export of Diamonds and Rs.64.51 lakhs for export of Methyl Esters during Feb.1989 to Feb.1990 when erstwhile Directors Mr. R.A.Sheth and Mr.C.A.Mehta were in charge of the affairs of the Company.

The Enforcement Directorate has imposed penalties of Rs.40 Lakhs each on the said two responsible ex-Directors as they have been a found personally responsible for the violation of FERA.

In the opinion of the Director of Enforcement the Company, being a juridical person, is also to be charged although only the above named two ex-directors were personally involved in the violation and there is every possibility that moneys were directly realized by both of them.

The penalty of Rs.10 lakhs imposed on the Company is contested and matter is pending. No provision is made in accounts as in the opinion of the Directors, the Company is not required to pay penalty.

5. In the opinion of the Board, all of the assets other than fixed assets and non-current investments, have a value on realization in the ordinary course of business at least equal vto the amount at which they are stated. The provisions of all known and determined liabilities are adequate and not in excess of the amount reasonably necessary.

[41]

6. In the opinion of the Management, the Company is developing brands for its products which will provide long term future benefits and hence the amount of Rs.76,84,680/- is considered as a Capital Expenditure for Intangible Assets.

7. The Company has licensed out its soap plant to M/s Nova Oleochem Limited an Associate Concern.

8. Appointment of Company Secretary As required by the provisions of Section 383 A of the Companies Act, 1956, Company has appointed a Whole time Company Secretary with effect from 10th May, 2013.

9. Consumption of Raw Materials

Year Ended March 31, 2013 Year Ended March 31, 2012 Particulars Rupees Percentage Rupees Percentage

Imported - - - -

Indigenous 24,55,10,854 100% 19,30,49,959 100%

TOTAL 24,55,10,854 100% 19,30,49,959 100%

10. C.I.F. Value of Imports, Expenditure and Earnings in Foreign Exchange

PARTICULARS 2012-2013 Rupees

2011-2012 Rupees

1.

C.I.F. Value to Import Goods Nil Nil

2.

Value of Imported Capital Goods Nil Nil

3.

Expenditure in Foreign currency 25,23,048 97,323

4.

FOB Value of Exports 179,17,479 60,57,989

5.

Earnings in Foreign Exchange Nil Nil

11. The company is mainly engaged in the business of Manufacturing and Processing Vegetable oil and

Allied Products in the year. Therefore all the operations of the Company are considered as single segment for the purpose of As 17 on “Segment Reporting” issued by the Institute of Chartered Accountants of India.

12.. In pursuance of AS 28 on impairment of assets issued by the Institute of Chartered Accountants of

India, the company has undertaken summary overview of the assets held by it and is of the view that no asset requires provision for impairment.

13. Current Tax

The taxable income of the Company being lower than the book profit as per the Income Tax Act, 1961, the Company has provided for Minimum Alternate Tax (MAT) on its income.

Deferred Tax

The Company has made provision for net deferred asset in respect of eligible unabsorbed losses/depreciation as it is confident of generating sufficient future income based on its future plans. The net deferred tax assets including related credit on the long term capital loss and business losses prior to last eight assessment years have not been recognized in these accounts on the prudent basis. This is in accordance with Accounting Standard 22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

Mat Credit Entitlement The Company has made provision for MAT Credit Entitlement in respect of MAT payments in earlier

years as it is confident of generating sufficient future income based on its future plans. MAT Credit Entitlement amounting to Rs.52,71,878/- (Previous Year – Nil) has been recognized during the year.

[42]

14. Related Party Transactions as per accounting Standard 18:

A ) Name of the Related Parties and Description Name of the Party Relationship Mr. Ketan Karani Key Management Personnel Mr. J. S. Nale Key Management Personnel Mr. Neil Karani Key Management Personnel Nova Oleochem Limited Associate Concern

B ) Transaction With related Parties Particulars Current Year Previous Year Amount(Rs.) Amount(Rs.)

a) Key Management Personnel Remuneration & Benefits To Mr. J.S.Nale 5,13,677 3,29,860

Remuneration & Benefits to Neil Karani 11,51,300 4,06,151

b ) Associate Concern (Net of tax) Rent 2,50,224 2,50,224 Storage & Warehousing Charges 1,60,800 1,60,800 Processing Charges 12,42,899 15,16,445 Closing Balances : Business 10,51,290 DR 29,50,781 DR Closing Balances : Deposit 1,00,000 CR 1,00,000 CR

15. Disclosure pursuant to Accounting Standard – 15 ‘Employee Benefits’

i. Contribution to Provident Fund The Companies contribution to Statutory Provident Fund is charged to the Statement of Profit and Loss under the head Contribution to Provident Fund is Rs.2,03,612 /-(PY Rs. 59,898/-).

ii. Gratuity / Leave Salary The gratuity and leave encashment liability are charged to Profit & Loss Account through accruing

liabilities based on the assumption that such benefits are payable to the employees at the end of the accounting year. The Company during the year provided Rs. 71,019/- (PY: Rs. 53,712/-) towards gratuity and Rs.1,32,692/- (PY: Rs.80,765/-) towards leave salary.

16. The company has accounted for remunerations paid to temporary staff under the head Temporary

staff expenses / Sales promotion expenses. No retirement benefits have been provided on the same as none of the employees are eligible for same.

17. The previous year’s figures have been regrouped/re-classified to confirm to this year’s classification.

In terms of our Report of even date attached

For R.P.Trivedi & Associates For And On Behalf Of The Board of Directors Chartered Accountants Firm Registration No.-111066W Sd/- Sd/- Sd/- Sd/- CA. R.P. Trivedi Neil K. Karani R.J.Sanghvi Milee J. Shah Proprietor Managing Director Chairman Company Secretary Place : Mumbai Place : Dheku Dated : 30th May, 2013 Dated :30th May, 2013

TIRUPATI INDUSTRIES (INDIA) LIMITED Regd. Office: 42, Emerald Industrial Estate, Dheku, Tal. Khalapur, Dist. Raigad, Maharashtra 410203, India

PROXY FORM

LEDGER FOLIO No. ________________________ No. of Shares: ____________________ I / We_______________________________________________________________________________ Of__________________________________________________________________________________ Being a Shareholder(s) of the above Company Hereby appoint _____________________________Of________________________________________ Or failing him/her____________________________ Of________________________________________ Or failing him/her ____________________________Of________________________________________ Of _________________________as my/our proxy to vote for me/us on my/our behalf at the 40th Annual General Meeting of the Company to be held on Monday, 30th September, 2013 and at any adjournment thereof. Signed this __________________________ day of _______________________________ 2013 Signature in witness____________________________________________________________________ Name_______________________________________________________________________________ Address_____________________________________________________________________________

[Kindly affix One Rupee (Re. 1/-) Revenue Stamp here]

Note: This Instrument of Proxy shall be deposited at the Registered Office of the Company not less that 48 (Forty Eight) Hours before the time of the Meeting. ____________________________________________________________________________

TIRUPATI INDUSTRIES (INDIA) LIMITED Regd. Office: 42, Emerald Industrial Estate, Dheku, Tal. Khalapur, Dist. Raigad, Maharashtra 410203, INDIA Entrance Pass To be presented at the entrance 42, Emerald Industrial Estate, Dheku, Tal. Khalapur, Dist. Raigad, Maharashtra 410203, India Monday, 30th September 2013 FOLIO No. ________________________________ No. of Shares: _______________________ _________________________________ Signature ONLY SHAREHOLDERS OR THEIR PROXIES ARE ALLOWED TO ATTEND THE MEETING

: BOOK –POST :

If undelivered, please return to:

TIRUPATI INDUSTRIES (INDIA) LIMITED 42, Emerald Industrial Estate, Dheku, Taluka Khalapur District Raigad Maharashtra, INDIA Contact: +91 219 2266163

Documents

ANNUAL REPORT 2012 - 2013€¦ · 2012 - 2013 REGISTERED OFFICE: 42, EMERALD INDUSTRIAL ESTATE, DHEKU, TALUKA KHALAPUR DISTRICT RAIGAD, MAHARASHTRA- 410203, INDIA CONTACT NO.: + 91-219-2266163,