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SHREE TIRUPATI BALAJEE FIBC LTD.

20 December 2024 | 12:00

Industry >> Packaging & Containers

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ISIN No INE238Y01018 BSE Code / NSE Code / Book Value (Rs.) 76.51 Face Value 10.00
Bookclosure 27/09/2024 52Week High 1000 EPS 13.92 P/E 63.80
Market Cap. 899.75 Cr. 52Week Low 455 P/BV / Div Yield (%) 11.61 / 0.00 Market Lot 250.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors take pleasure in presenting the 15th Annual Report together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2024.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

Year ended on

Year ended on

31.03.2024

31.03.2023

31.03.2024

31.03.2023

Revenue from Operations (Net)

16,110.81

17,624.21

16,110.81

17,624.21

Other Income

251.80

51.97

251.80

51.97

Total Income

16,362.61

17,676.18

16,362.61

17,676.18

Total Expenses

14,603.78

16,595.07

14,604.18

16,595.32

Profit Before tax

1,758.84

1,081.11

1,758.44

1,080.86

Less:- Current tax

307.30

188.89

307.23

188.85

Deferred Tax

(0.15)

7.79

(0.15)

7.79

(MAT Credit Entitlement)

40.97

(13.71)

40.97

(13.73)

Profit After Tax (PAT)

1,410.70

898.13

1,410.38

897.95

Other Comprehensive Income

15.99

29.30

15.99

29.30

Total comprehensive income for the year

1,426.69

927.43

1,426.37

927.25

Earnings per share (Basic & Diluted)

13.93

8.87

13.92

8.86

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

In continuation of Ministry’s Circular No. 14/2020 dated 08th April, 2020, Circular No. 17/2020 dated 13th April, 2020, General Circular No. 20/2020 dated 05th May, 2020, General Circular No. 02/2021 Dt. 13th Jan, 2021, General Circular No. 19/2021 Dt. 84' Dec, 2021 & 21/2021 dated 14th Dec, 2021, Circular No. 20/2020 dated December 28th, 2022, General Circular No. 09/2023 dated 25*1 September, 2023 and Circular dated 05th January 2023 & 7th October, 2023 issued by Securities and Exchange Board of India ("SEBI") read together with other circulars issued by SEBI in this regard (collectively to be referred to as "SEBI Circulars"), it has been decided to allow companies whose AGMs were due to be held in the year 2023 or 2024, to conduct their AGMs on or before 30th September, 2024, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 dated 05.05.2020. Therefore, Annual General Meeting (AGM) will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members are requested to attend and participate in the ensuing AGM through VC/OAVM only.

Your Company is providing E-voting facility including remote e-voting and e-voting at AGM under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding E-Voting facility including remote e-voting and e-voting at AGM is being given with the notice of the Meeting.

STATE OF THE COMPANY’S AFFAIRS & REVIEW OF OPERATIONS:

The Company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and sellers of FIBC, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner, Flexible Packaging, PP woven sacks (Laminated and Un-laminated, BOPP coated, etc.) PP Fabric (Tubular/ Flat) FIBCs (Tubular, Tubular-coated, U-panel and 4-panel) - Builder Bags, etc. from its Plants located at Pithampur, District Dhar, (MP). There has been no change in the nature of business of the Company during the year.

During the year under review, Shree Tirupati Balajee Agro Trading Company Limited (Holding Company of Shree Tirupati Balajee FIBC Limited) has filled Draft Red Herring Prospectus with the Securities and Exchange Board of India (the “SEBI”), NSE & BSE as on 20th March, 2024 for the proposed Initial Public Offering (the “Offer”) of equity shares of the Company.

ANNUAL CAPACITY OF MANUFACTURING OF FIBC BAGS & FABRIC AT ITS EXISTING INDUSTRIAL UNIT:

Your Company has Annual production capacity of 8000 MT for FIBCs/Jumbo Bags and 4000 MT for manufacturing of Fabric at its Plants located at Pithampur, District Dhar, (MP).

CREDIT RATING:

We would like to inform the members that the Infomerics Valuation and Rating Private Limited vide its letter dated 21.02.2024 has affirmed the following ratings to the bank loan facilities of Rs. 74.11/- Crore availed by the Company:

S. No.

Facility

Amount (In Cr.)

Ratings

Previous Ratings

Rating Action

1

Long Term Bank Facilities

49.11

IVR BBB; Positive (IVR Triple B with Positive Outlook)

IVR BBB; Stable (IVR Triple B with Stable Outlook)

Reaffirmed with revision in outlook from Stable to Positive

2

Long Term Bank Facilities

25.00

IVR BBB; Positive (IVR Triple B with Positive Outlook)

-

Assigned

Total

74.11

DIVIDEND:

In order to conserve cash and ensure liquidity for the operations in the coming years, directors have considered it prudent to not propose any dividend on the shares of the Company for the Financial Year ended on 31st March, 2024.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That in such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. That they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SHARE CAPITAL:

During the year under review, there is no change in the Authorised, Issued, Subscribed and Paid-up equity share capital of the Company. The Authorised Share Capital of the Company as on 31st March, 2024 was Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each and Issued, Subscribed & Paid up Equity Share Capital of the Company as on 31st March, 2024 was Rs. 10,13,00,400/- (Rupees Ten Crore Thirteen Lakh and Four Hundred only) divided into 1,01,30,040 (One Crore One Lakh Thirty Thousand and Forty) Equity Shares of Rs. 10/- (Rupees Ten only) each.

During the year under review, the Company has not issued equity shares or shares with differential voting rights or granted stock options or sweat equity shares.

TRANSFER TO RESERVES:

No amount has been transferred to the general reserves for the financial year ended 31st March, 2024.

LISTING FEES:

The Equity Shares of the Company are listed with National Stock Exchange Of India Ltd. (NSE SME). We confirm that the Annual Listing Fees for the financial year 2023-24 have been paid within the stipulated time to the Stock Exchange.

DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with notes annexed thereto and forms an integral part of the financial statements.

CSR INITIATIVES:

In terms of Section 135 and Schedule VII ofthe Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 the Board of Directors of your Company has constituted a CSR Committee. CSR Committee of the Board has formed a CSR Policy and the same has been uploaded on the Company’s Website: http://www.tirupatibalajee.com/media/1211/corporate-social-responsibility.pdf

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in “Annexure-A” which is annexed hereto and forms part of the Board’s Report.

OCCUPATIONAL HEALTH & SAFETY (OH&S):

This initiative involved positive engagement of personnel on the plant at every level. With regard to contractor safety, two key areas of focus were identified, namely Facility Management for the contractors’ employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management Program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company’s objectives to ensure ‘Zero Harm’.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

RISK MANAGEMENT POLICY:

The company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor non-business risks. This includes an additional oversight on the markets, both domestic and foreign, related to the products, financial risks and controls besides inherent risks associated with the products dealt with by the Company. The major risks identified are systematically addressed through mitigating actions on a continual basis.

In addition, the policies and procedures have been designed to ensure the safeguarding of the Company’s assets; prevention and detection of frauds and errors; accuracy and completeness ofthe accounting records; and timely preparation of reliable financial information.

The detailed Risk Management Policy has been uploaded on Company’s Website: http://www.tirupatibalajee.com/media/1007/risk-management-policy.pdf

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with provisions of Section 177 (10) of the Companies Act, 2013. The policy provides a mechanism to the Directors and Employees to voice their concerns regarding irregularities in the Company in an effective manner. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of the Vigil Mechanism Policy are posted on the website of the Company. http://www.tirupatibalajee.com/media/1184/vigil-mechanismwhistle-blower-policy.pdf

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY:

The Company has one holding company viz. Shree Tirupati Balajee Agro Trading Company Limited (Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited) and one wholly-owned subsidiary viz. STB International Private Limited. There was no change in the nature of the business of the holding and subsidiary company. The Company does not have any associate or j oint venture during the year 2023-24 as well as none of the Companies which have become or ceased to be its associate or j oint venture during financial year.

A statement containing the salient features of the financial statements of subsidiary company as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached with financial statements in Form AOC-1 as “Annexure-B”. The particulars of performance of financial position of the aforesaid subsidiary are provided as part of the consolidated financial statements.

BOARD OF DIRECTORS. THEIR MEETINGS & KEY MANAGERIAL PERSONNEL (KMPs):

1) Composition of Board of Directors as on 31.03.2024

The Board of directors was comprising of total 6 (Six) Directors, which includes 3 (Three) Independent Directors as on 31.03.2024. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

2) Board Independence

Our definition of ‘Independence’ of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following Independent Directors as on 31.03.2024;

1. Shri Yash Khemchandani (DIN: 08923669)

2. Shri Hatim Badshah (DIN: 05118272)

3. Smt. Priyanka Sengar (DIN: 08943198)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, who shall be eligible for re-appointment by passing of a special resolution by the Company and shall not be liable to retire by rotation.

3) Declaration by the Independent Directors

The Independent Directors have given declaration of Independence in the first board meeting stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further that the Board is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 during the year 2023-24 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 as amended from time to time; the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence and that he/she is independent of the management.

4) Changes in Directors and Key Managerial Personnel

• Shri Sakul Grover (DIN: 06863528) has tendered his resignation as a Non-Executive Director from Shree Tirupati Balajee FIBC Limited with effect from 30th September, 2023. 1

5) Directors seeking appointment/re-appointment at the ensuing Annual General Meeting

In the ensuing AGM, the Board of Directors is proposing the following appointment/re-appointment as set out in the notice ofAGM:

• Shri Ranjan Kumar Mohapatra (DIN: 02267845) Director of the company, is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.

• Regularization of appointment of Shri Amit Agarwal (DIN: 10320754) as a Non-Executive Director of the Company and he is liable to retire by rotation;

6) Number of Meetings ofthe Board

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meeting is circulated to all the Directors as per the provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board meets 06 (Six) times in the Financial Year 2023-24 viz., on 30th May, 2023; 02nd September, 2023; 30th September, 2023; 27th October, 2023; 22 November, 2023 and 16 March, 2024. The time gap between the two meetings was within the maximum permissible/extended time gap as stipulated under Section 173(1) ofthe Companies Act, 2013.

7) Separate Meeting of Independent Directors

As stipulated by the Code of Conduct for Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 16th March, 2024 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness ofthe flow of information between the Management and the Board and its’ Committees which is necessary to effectively and reasonably perform and discharge their duties.

8) Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises ofthe following key areas:

i) Attendance of Board Meetings and Board Committee Meetings.

ii) Quality of contribution to Board deliberations.

iii) Strategic perspectives or inputs regarding future growth of company and its performance.

iv) Providing perspectives and feedback going beyond the information provided by the management.

v) Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.

COMMITTEES OF THE BOARD:

The Company has following Four Committees as follows:

1) Audit Committee

The Company has constituted Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises ofthe following Members as on 31st March, 2024.

Name of Director

Nature of Directorship

Designation in the Committee

Shri Hatim Badshah

Non-Executive & Independent Director

Chairman

Shri Yash Khemchandani

Non-Executive & Independent Director

Member

Smt. Priyanka Sengar

Non-Executive & Independent Director

Member

Shri Amit Agarwal1

Non-Executive Director

Member

2) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and Remuneration Committee comprises ofthe following Members as on 31st March, 2024.

Name of Director

Nature of Directorship

Designation in the Committee

Shri Hatim Badshah

Non-Executive & Independent Director

Chairman

Shri Yash Khemchandani

Non-Executive & Independent Director

Member

Smt. Priyanka Sengar

Non-Executive & Independent Director

Member

Shri Amit Agarwal1

Non-Executive Director

Member

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is uploaded on company’s website. http://www.tirupatibalajee.com/media/1009/nomination-and-remuneration-policy.pdf

3) Stakeholders' Relationship Committee

The Company has constituted a Stakeholders’ Relationship Committee in accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to redress complaints of the shareholders. The Stakeholders’ Relationship Committee comprises the following Members as on 31st March, 2024:

Name of Director

Nature of Directorship

Designation in the Committee

Shri Hatim Badshah

Non-Executive & Independent Director

Chairman

Shri Yash Khemchandani

Non-Executive & Independent Director

Member

Smt. Priyanka Sengar

Non-Executive & Independent Director

Member

Shri Amit Agarwal*

Non-Executive Director

Member

4) Corporate Social Responsibility (CSR) Committee

Company has constituted a CSR Committee in accordance with the provisions of section 135 of Companies Act, 2013. The CSR Committee as on 31st March, 2024 comprises the following Members:

Name of Director

Nature of Directorship

Designation in the Committee

Shri Binod Kumar Agarwal

Managing Director

Chairman

Shri Hatim Badshah

Non-Executive & Independent Director

Member

Shri Amit Agarwal*

Non-Executive Director

Member

*Note: - During the financial year 2023-24, Shri Sakul Grover (DIN: 06863528) resigned from the post of Non-Executive Director of

the Company with effect from 30th September, 2023. Shri Amit Agarwal (DIN: 10320754) was appointed as an Additional Director in the capacity of Non-Executive Director (Professional) with effect from 30th September, 2023. Therefore, the committees of the Company i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility (CSR) Committee has been reconstituted with the addition of Shri Amit Agarwal (DIN: 10320754) as an Non-Executive Director in place of Shri Sakul Grover (DIN: 06863528) in the abovementioned committees.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year 2023-24 were on Arm’s Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were approved by the Audit Committee and the Board. The details are attached in Form AOC-2 as “Annexure-C”. The Company has formed Related Party Transactions Policy which was approved by the Board for purpose of identification and monitoring of such transactions.

The RPT Policy as approved by the Board is available on the Company’s website http://www.tirupatibalaiee.com/media/1006/policv-for-related-partv-transactions-rpts.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts during the year under review which would impact the going concern status of the Company and its future operations.

AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT:

1) Statutory Auditors

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.S. Dahiya & Co., Chartered Accountants (F.R. No. 013855C), was appointed as Auditor ofyour Company to hold office for a consecutive period of five (5) years until the conclusion of 16th Annual General Meeting of the Company to be held in the calendar year 2025.

The Auditors Report and the Notes on Standalone and Consolidated financial statement for the year 2023-24 referred to in the Auditor’s Report are self-explanatory does not contain any qualification, reservation or adverse remark and do not call for any further comments.

2) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ritesh Gupta & Co., Company Secretaries, Indore (FCS: 5200 & COP: 3764), to undertake the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in Form MR-3 is self-explanatory and therefore do not call for any explanatory note and the same is annexed herewith as “Annexure D”. Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

3) CostAudit

The Provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not applicable to the Company during the financial year ended 31st March, 2024.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of section 134(3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further, there were no frauds committed against the Company and persons who are reportable under section 141(12) by the Auditors to the Central Government. Also there were no non-reportable frauds during the year 2023-24.

CORPORATE GOVERNANCE:

The Company is listed on the NSE Emerge and exempted from provisions of corporate governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that your Company is committed to maintain the highest standards of Corporate Governance.

CODE OF CONDUCT:

Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same has been hosted on the website of the company.

http://www.tirupatibalajee.com/media/1002/code-of-conduct-for-board-of-directors-kmps-and-senior-management.pdf CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31st March, 2024 forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure E”.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

No material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report. There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the Company.

ANNUALRETURN:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2024 has been uploaded on the website of the Company and the web link of the same is - http://www.tirupatibalajee.com/annual-return/

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND PARTICULARS OF EMPLOYEES:

Details pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details are given in the “Annexure F”.

During the year, none of the employees received remuneration in excess of the limit prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereof.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

GENERAL:

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting is required:

1. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2. One-time settlement with any bank or financial institution.

ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support. Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.

For and on behalf of the Board Binod Kumar Agarwal

Date: 02nd September, 2024 Chairman & Managing Director

Place: Pithampur (Dhar) DIN:00322536

1

Shri Amit Agarwal (DIN: 10320754) has been appointed by the board, on the recommendation ofNomination and Remuneration Committee, as an Additional Director in the capacity of Non-Executive Director (Professional) with effect from 30th September, 2023.