Directors Report - Tirupati Inks Limited

Transcription

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Tirupati Inks Limited
Adding Colours to your life
NOTICE
Notice is hereby given that the Twenty Ninth (29th) Annual General Meeting of Tirupati Inks Limited will be held
on Monday, 30th September, 2013 MUKTADHARA (Banga Sanskriti Bhavan Trust), 18-19, Bhai Veer Singh Marg,
Gole Market, New Delhi - 110001 at 10:00 am to transact the following business:
Ordinary Business
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March 2013 and Profit and Loss
Account for the financial year ended on that date together with the Reports of the Auditors and Directors thereon.
2. To appoint a Director in place of Mr Ram Shanker Agrawal, who retires by rotation and being eligible offers
himself for Re-appointment.
3. To appoint a Director in place of Mr Keshav Behari Lall, who retires by rotation and being eligible offers himself
for Re-appointment.
4. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this Annual General
Meeting until the conclusion of the next Annual General Meeting and fix their remuneration. The retiring auditors
M/s Shashi Dinesh & Co., Chartered Accountants, Kanpur, being eligible offer themselves for Re-appointment.
Special Business:
5. To consider, and if thought fit, to pass the following resolutions, with or without modification(s) as an Ordinary
Resolution:
"Resolved that Mr Satya Narain Agrawal, who was appointed as an Additional Director of the Company to
hold office till the date of the Annual General Meeting, be and is hereby appointed as an ordinary Director of
the Company whose office shall be liable for determination through retirement by rotation."
For and on behalf of the Board
Of Tirupati Inks Ltd
Date : 29th August, 2013
Place : Delhi
Sanjiv Agrawal
Executive Chairman and Managing Director
NOTES:
A. APPOINTMENT OF PROXY: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF AND THE
PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE
MUST BE DEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED
FOR COMMENCEMENT OF THE MEETING.
B. Corporate Members: Corporate Members intending to send their authorized representatives are requested to
send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the
Annual General Meeting.
C. Members/ Proxies attending the meeting are requested to bring their copy of Annual Report to the Meeting.
D. The register of members and share transfer books of the Company will remain closed from Friday,
27th September, 2013 to Monday, 30th September, 2013 [both days inclusive].
E. Queries at the AGM: Queries proposed to be raised at the Annual General Meeting may be sent to the
Company at its registered office at least seven days prior to the date of AGM to enable the management to
compile the relevant information to reply the same in the meeting.
F. Members are requested to notify any change in their address immediately to the Company at its Registered
Office.
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G. Members are requested to quote their folio Nos./DPID Nos. in all future correspondence(s) with the Company.
H. Inspection of Documents: Documents referred to in the Notice etc., are open for inspection at the registered
office of the Company at all working days except Saturdays between11A.M.and 2 P.M. upto the date of Annual
General Meeting.
I.
Explanatory Statement as required under Section 173(2) of the Companies Act, 1956 in respect of Special
Business as set out in the notice is annexed hereto.
Explanatory Statement pursuant to section 173 (2) of the Companies Act, 1956
Item No. 5
Mr Satya Narain Agrawal was co-opted on the Board of Directors of the Company as an Additional Director to hold
office until the date of ensuing annual general meeting.The Board is proposing to appoint him as an ordinary
director in the ensuing AGM. Accordingly, the resolution is placed before the members for their consideration and
approval. The Board recommends the proposed resolution for adoption in the larger interest of the Company.
Except Mr Satya Narain Agrawal and Mr Sanjiv Agrawal, no directors are interested and concerned in the proposed
resolution.
For and on Behalf of the Board
Of Tirupati Inks Ltd
Place : Delhi
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Sanjiv Agrawal
Chairman and Managing Director
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Statutory Reports
1. Directors Report
2. Management Discussion &
Analysis Report
3. Report on Corporate Governance
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DIRECTORS’ REPORT
Dear Fellow Members,
Your Directors have pleasure in presenting this 29th Annual Report of your Company together with the Audited Annual Accounts
for the financial year ended 31st March 2013.
Financial Results
The summarized standalone financial performance of the Company for the financial year ended March 31, 2013 as
compared to previous year was as under:
(Rs.in lacs)
Particulars
Total Income
Total Expenditure
Profit / (Loss) Before Tax
Provision for Income Tax
MAT Credit
Provision of Deferred Tax
Profit / (Loss) After Tax
Transfer to General Reserve
Paid-up Share Capital
Reserve & Surplus
Financial Year
31st March 2013
31st March 2012
23002.44
22294.77
707.67
141.59
136.54
212.84
489.78
NIL
1515.24
5202.39
15605.17
15212.50
392.67
82.01
0.00
33.53
277.13
Nil
1515.24
4712.61
Financial Highlights
Your company has registered all around progress during the year under review. The company is committed to make itself in
international standards of quality, operational performance, efficiency and customer care. The highlights of our performance
for the year 2012-13 are:
The Gross Turnover of the company for financial year 2012-13 increased to Rs.23002.44 lacs as against Rs. 15605.17 lacs in
the corresponding previous financial year, registering a growth of 47.40%.
Net Profit after tax has increased from Rs. 277.13 lacs in the financial year 2011-12 to Rs. 489.78 lacs in the financial year
2012-13 registering an increase of 76.73 % due to better sales realization.
The consolidated revenue from operations of the Company for the year ended March 31, 2013 was Rs. 26655.41 lacs,
while the consolidated profit was Rs. 851.00 lacs.
Report on Management Discussion and Analysis provides a detailed analysis of financial performance.
During the year under review, your company has been awarded the certificate of excellence and Ranked third amongst
top 100 Indian corporate as listed in inc india 500 awards, leading corporate magazine 'Inc India'. The company is
growing on consistent basis and has healthy plans for its expansion.
Your Directors are putting in their best efforts to improve the performance of the Company. The operational performance of the
Company has been comprehensively covered in the Management Discussion and Analysis Report.
We feel great in experiencing the trust and confidence reposed by our esteemed shareholders with an increased sense of
responsibility, and assure them that we shall shoulder the same with utmost care and sense of accountability.
FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY
The Global printing ink market of USD 14.5 billion is split evenly between North America, Europe and Asia-Pacific. While the North
American and European sales have flattened out, the Asia-Pacific region continues to grow at a fast pace of about 8%, and should
soon become the largest region in terms of ink consumption, driven by economic growth in China, India and other key countries.
The overall Indian economic stability in its user industries such as FMCG, media, flexible packaging and publishing shows that
printing Ink industry has witnessed an encouraging growth in domestic market during the year under review. The growth of the
printing ink sector including that of rotogravure and flexographic inks has been very fast.
The demand for the printing ink has become the vital aspect in sustaining the market growth. A diversified customer base
ensures a wide distribution for the Company's products. Apart from direct sale of products to the customers, the company has
also appointed distributors and consignee agents at different locations for product distribution.We have appointed new
distributors in Lagos, Dubai and Sri Lanka for the international markets and in Uttaranchal for Indian markets.
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PARTICIPATION IN THE GULF PRINT & PACK AT DUBAI
We, participated in the Gulf Print & Pack held at Dubai in the month of April, 2013. It has helped us in geting some
interesting leads for our Flexo and Gravure Solvent and Water Based Liquid Inks and UV Inks business in the
MENA region.
Visitors from Middle East, North, East & West Africa and Europe have offered us opportunities to understand and
work towards customizing techno commercial requirements of high prospects.
Trade fair
1. Was most effective medium to make sales and set up Partnerships/Joint Ventures and
2. The same assisted us in generation of new business leads with targeted buyers from Middle East &
African countries.
MATERIAL CHANGES ETC.
Except the aforesaid and save as mentioned elsewhere in this report, no material changes and commitments
affecting the financial position of the Company have occurred between the end of the financial year of the Company
31st March, 2013 and the date of this Report.
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the
Company. Thus no dividend is being recommended for this year.
PUBLIC DEPOSITS
The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the
Companies Act, 1956 and, as such,no amount on account of principal or interest on public deposits was outstanding
on the date of the BalanceSheet.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure
to the Directors' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any
member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the
Company.
DIRECTORS
Mr Satya Narain Agrawal was appointed as additional director by the Board. In terms of the provisions of the
Companies Act, 1956, he hold office until the date of the ensuing Annual General Meeting. His appointment as an
Ordinary Director of the Company is placed before the Members for consideration. The Board recommends the
resolution for adoption by the members.
After the last Annual General Meeting, Mr Rakesh Kumar Agrawal, Mrs Rajni Maheshwari and Mr Ram Prakash
Gupta resigned from the Board. The Board takes this opportunity to place its gratitude for services rendered
by them.
Mr Ram Shanker Agrawal retires by rotation and being eligible offers himself for re-appointment. Directors recommend
his re-appointment.
The brief resume of new directors proposed to be appointed and directors retiring by rotation and seeking
re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies
on which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings
etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section
"Report on Corporate Governance" of the Annual Report.
CONSOLDATED FINANCIALS
The company has its only Wholly Owned Subsidiary based at DUBAI. In accordance with the Accounting Standard
AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments
in Associates notified under Section 211 (3C) of the Companies Act, 1956 the Audited Consolidated Financial
Statements are provided in the Annual Report.
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DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and
according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors' Report thereon, your Directors confirm that:
a.
in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no
material departure;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and
of the profit of the Company for the period ended on that date;
c.
they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; and
d. they have prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s Shashi Dinesh & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the
ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of
the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your
Directors recommend their re-appointment.
AUDITORS’ REPORT
Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.
COST AUDITORS
Pursuant to the provisions of sub-section (2) of 233-B read with Section 224 (1B) of the Companies Act, 1956 and consequent
upon notification of the Companies (Cost Accounting Records) Rules, 2011 published vide G.S.R. 429(E), dated 3rd June, 2011
and Central Government Order No. 52/26/CAB/2010 dated 30th June, 2011. M/s R.M. Bansal & Co., Cost Accountants, Kanpur,
were re-appointed as the cost auditors of the company to conduct the audit of the cost accounting records of the company for the
FY 2012-13.
The appointment of M/s Rakesh Mishra & Co., Kanpur was approved by the Central Government, as the cost auditors of the
company to conduct the audit of Cost Accounting records of the company for the FY 2013-14.
STOCK EXCHANGE LISTING
The shares of the company stand listed on BSE Ltd and Delhi Stock Exchange. The listing fee for the financial year 2013-14 has
already been paid to both the Stock Exchanges.
CORPORATE GOVERNANCE
Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate
Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management,
employees, customers, vendors, regulators and the community at large.
As stipulated under Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and the Corporate
Governance Report had been incorporated as separate section forming part of the Annual Report.
The compliance report on Corporate Governance and a certificate from M/s R & D Company Secretaries regarding compliance
of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges,
is attached herewith and forms part of this Annual Report.
Certificate from Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements,
compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit
Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year
under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate
statement forming part of the Annual Report.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on date, Tirupati Inks World Wide FZE is the only subsidiary of the company. The said entity is incorporated as a wholly
owned subsidiary of the company in May 2012 and FY 2012-13 happens to be the first year of the subsidiary.
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In accordance with the general Circular Nos. 2 and 3 dated 8th February 2011 and 21st February 2011 issued by the Ministry
of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary
companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary
companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual
Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be
interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company
and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
a.
Conservation of Energy & Technology Absorption:
Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo, is given in Annexure A, forming part of this report.
b. Export Activities:The product of the company which is printing ink was exported to the overseas market. The Company
exports the printing inks to various countries viz., Nigeria, Turkey, Malaysia, Mauritius, Jordan, Italy, etc. Our export
revenue from Inks during the year ending March 31, 2013 was Rs. 3373.77 Lacs (FOB value).
c.
Foreign Exchange Earnings and Outgo:
(Rs. In Lacs)
Particulars
2012-13
2011-12
Total Foreign Exchange Inflow
3373.77
404.92
10.73
1070.88
Total Foreign Exchange Outflow
ACKNOWLEDGEMENT
Your Directors are grateful and pleased to place on record their appreciation for the excellent support, trust, guidance and
cooperation extended & reposed by the all its stakeholders, employees, customers, Financial Institutions and Banks, various
Government Departments, statutory & regulatory bodies and local authorities in the Company and look forward to their continued
patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and
employees of the Company
For and on Behalf of the Board
Of Tirupati Inks Limited
Place : Delhi
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Sanjiv Agrawal
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Annexure A
Annexure to the Directors’ Report
INFORMATION AS PER SECTION 217(1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED
31st MARCH, 2013:
PARTICULARS AS PER FORM A:
2012-2013
2011-2012
3.19
16.93
5.30
0.70
2.86
4.08
0.11
5.41
48.23
NIL
0.29
12.22
42.13
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
A. POWER AND FUEL CONSUMPTION
1.
ELECTRICITY
(a) PURCHASED:
Units (in lacs)
Total amount (in lacs)
Rate/Units (in Rs.)
(b) OWN GENERATION:
(i) Through Diesel Generator
Ltrs (in lacs)
Total amount (in lacs)
Rate/Ltrs (in Rs.)
(ii) Through Steam Turbine/ Generator
2.
3.
LIGHT DIESEL OIL / FURNACE OIL
Quantity (Kilo Ltrs.)
Total Cost (in lacs)
Average/Ltrs (in Rs.)
GAS
a. LPG GAS
Quantity (K.G.)
Average/ K.G. (in Rs.)
b. NATURAL GAS
Quantity (SCM)
Average/ SCM (in Rs.)
B. CONSUMPTION PER UNIT OF PRODUCTION
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Particulars
Unit
Products
Electricity
Standards (if any)
Current Year
Previous Year
(Rs. Per Kg.)
2090.14
3280.44
(Rs. Per Kg.)
2.28
3.28
Furnace Oil
NIL
NIL
Coal (specify quality)
NIL
NIL
Others (specify)
NIL
NIL
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PARTICULARS AS PER FORM B:
2012-2013
2011-2012
NIL
NIL
of the above R & D :
NIL
NIL
(c) Future plan of action
NIL
NIL
NIL
NIL
(ii) Recurring
5.44
NIL
(iii) Total
5.44
NIL
0.00
NIL
NIL
NIL
NIL
NIL
A. RESEARCH AND DEVELOPMENT (R & D)
(a) Specified Areas in which
R & D carried out by the Company:
(b) Benefits derived as a result
(d) Expenditure on R & D
(i) Capital
(iv) Total R & D Expenditure
as a percentage of total turnover
B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
(a) Efforts in brief, made towards Technology
Absorption, Adaption and innovation:
(b) Benefits derived as a result of the above efforts
e.g., product improvement, cost reduction, product
Development, import substitution etc., :
(c) In case of imported technology, (imported during
the last five years reckoned from the beginning of
the financial year) following information may be furnished :
i)
Technology imported
NIL
NIL
ii)
Year of import
NIL
NIL
NIL
NIL
NIL
NIL
iii) Has technology been fully absorbed
iv) If not fully absorbed, areas where this has
not taken place, reason thereof and future
plan of action
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MANAGEMENT DISCUSSION AND ANALAYSIS REPORT
Cautionary Statement
Statements in the Management Discussion and Analysis Report describing the Company's objectives, expectations
or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors that could influence the
Company's operations include overall global economic conditions, domestic manufacturing and service sector
growth, foreign exchange stability, stable credit environment, Government policies, economic development, political
factors and such other factors beyond the control of the Company.
Forward-Looking Statements
Forward-looking statements are based on certain assumptions and expectations of future events. The Company
cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual
results, performance or achievements could thus differ materially from those projected in any such forward-looking
statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking
statements, on the basis of any subsequent developments, information or events.
Overview, Industry Structure & Developments
Indian Economy & Packaging Industry
The Indian economy, Asia's third-largest, has slowed sharply from the scorching growth notched a few years ago
due to a string of factors, including high inflation, high interest rates, slowing global economy, delay in implementation
of projects, slowing industrial growth and declining business sentiment. The government introduced a slew of
reforms in September to kick start the economy, including in the Retail Sector.
India's per capita consumption of packaging is very low compared to global standards. Initiatives are needed to convert
the large unpacked commodities into processed and packed and well-presented commodities. There is a scope for
innovation, entrepreneurship and advancements. However, with the expanding middle class and rising income levels,
the patterns of consumption are bound to change substantially and the demand for quality and convenience-based
products will increase. Concurrently, the increased interaction with the developed world will considerably influence the
aesthetic and quality norms of the Indian consumer and lead to better consumption standards. This is expected to
stimulate greater consumption of branded products and increase the use of rigid and flexible packaging.
Rapid urbanization of rural society has given push to consumerism which has accelerated the use of modern packaging
materials for packaged products and coupled with health consciousness, inclination to use well packed branded
products has grown many fold amongst the common man. Relatively lower purchasing power of Indian consumer
with rural markets now being pushed towards branded products, growth of small & affordable packages has shown
a tremendous potential for the packaging materials, and above all innovative and novel application of packaging
materials in Indian markets makes it different from developed economies towards the use of innovative packaging
materials.
In recent years, the printing industry in India has seen high levels of growth, owing to globalization and consumerism.
The industry has grown with latest technology and machinery, quality standards and production capacities. The
printing technologies and quality expectations are driving the evolution of Ink systems. The environmental standards
are also helping use of solvent free, water based technologies.
The packaging & printing sector is growing at an annual estimated rate of 12-15% percent with digital printing at
robust 25-30 percent.
Indian packaging industry is highly fragmented with a large number of small scale companies and a few large
integrated players. According to one estimate, there are more than 22,000 registered packaging companies in
India, more than 85 percent of which are MSMEs.
Our Approach
For our processes, we will:
•
Set improvement targets for energy and water consumption, greenhouse gas emissions, and solid waste
emissions.
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•
Measure and report these parameters, regularly, by site and by product.
•
Establish actions to improve, then re-check and re-measure.
For our products, we have:
•
A structured and robust approach to product development that includes risk management and eco-efficiency
improvements as key criteria.
•
Proactive approach in working with suppliers, customers, and industry trade groups to promote best practices.
Printing Inks & Flexible Packaging Industry
Many a reports by stalwarts of packaging industry indicate that global flexible packaging sector is growing at a
faster pace driven by replacement of traditional pack types such as metal cans, glass and plastic bottles, and
liquid cartons across a wide range of end-use sectors.
Flexible packaging has also benefited from a wider range of new products being developed by brand owners in an
increasingly competitive consumer marketplace. Barrier flexible packaging will continue to grow in importance as
the major retail chains demand greater product protection and longer shelf life. High barrier films such as BOPET,
BOPP besides paper to show the highest growth rates over the next couple of years , worldwide .
Flexible packaging has reached market maturity in the developed nations of North America and western Europe and future
growth will be modest. However, it is expected that flexible packaging would see stronger growth in developing countries.
Flexible packaging covers materials that have undergone a conversion process including printing, lamination,
coating and extrusion, and can involve different substrates such as plastic films, paper and foil. Flexible pack
types include plastic bags and sacks, wrapping films and lidding films, paper bags and wrapper, and aluminium
foil laminates, foil lidding, blister packaging and foil bags, sachets and pouches.
The strongest printing markets are packaging and publication. The thrust on packaging is due to the organized
retail sector gaining ground and the better sense of hygiene among the growing literate population.
The flexible packaging market has excellent growth potential in the food and processed food, personal care,
FMCG and retail sector. The demand for smaller packaging and increasing consumerism due to higher purchasing
power has been a boon for the flexible packaging market. Packaging consumer products safely, conveniently,
attractively and in eco-friendly packaging improves brand value which in turn increases market share. In the
aggregate, packaging as sectorial activity boosts consumption and economic growth.
The organized sector in India accounts for roughly 50 percent of the volumes whereas the balance is highly
fragmented and distributed.
Globally the scenario is somewhat more consolidated - roughly 75 percent of the global packaging industry by
value is accounted for by 20 percent of the largest integrated global players. In India, as the industry grows and
matures, there is expected to be a trend towards consolidation as the supply side companies merge and acquire
smaller companies to increase scale, reduce competition and improve bargaining power with the customers
Printing is the key process for producing packages with aesthetics, information & advertisements for product to
look appealing with a brand name.
The Asia-Pacific region has proved to be the strongest for growth in the printing and ink industries, as the growth
of packaging and publishing in China, India, Vietnam and other nations is driving expansion.
New techniques, new ingredients, newer formulations & newer demands from the printers of varied substrates and
for printing at varied speeds as thrown open the market for innovative inks, cost effective inks & versatile inks
which can meet the customised demands from the printers. This has given impetus to technological advancements
in printing ink manufacturing.
Demand for printing inks in the flexible packaging sector is growing rapidly @ CAGR of 15% thus offering high
growth potential for the printing ink manufacturers.
Company's current & future Outlook
Our Company is mainly engaged in the business of manufacturing of Printing Inks and Allied Products. The fortunes
of the printing ink industry are linked to growth in economy which in turn progresses with growth in various industry
sectors including retail sector which has the potential to infuse growth in packaging & print advertising industries.
The Indian printing industry has shown progress not only with modernization of manufacturing hardware but also
with software, enabling it to compete internationally w.r.t print quality, designs and creativity. This has given impetus
to exports of printed packaging materials, thus, adding to consumption of printing inks to higher levels besides
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generating opportunities for various other printing methods & styles like digital printing & UV printing. In addition,
increased per capita consumption of packaged foods, household & industrial consumables is offering fillip to
growth of the printing industry & giving an optimistic outlook of the industry.
Presently we are concentrating on adopting a penetrative marketing strategy to enter both domestic & international
markets. Our printing inks have already found satisfied customers in Middle East, Africa, South Asia including
India
We have adopted a multifold market penetration strategy - market penetration of established products in new
markets, new products in existing markets and new products in new markets. For developing export business in
the Middle East & Africa region, we have established a wholly owned subsidiary in Dubai. To develop & grow
domestic markets, besides appointing distributors within various Indian states, large ink consumption customers
are being approached and business with many of them have since been established. We have been arranging
customers meets in various countries & within India & participating in packaging materials related trade fairs both
within & outside the country from time to time in order to have a direct interaction and bonding with the customers.
TIL has embarked on a companywide business excellence and process transformation project. This project covers
end to end business functions like R&D, Technology Transfer, Manufacturing, Procurement, Logistics, Human
Resources, Finance, IT and all other shared services. The company has completed documenting the current
methods, detail design of the business processes to be future ready and has commenced implementation via a
comprehensive change management program.
This implementation is via the new business organization structure and new business framework to improve customer
responsiveness, changing market needs and cost optimization.
A team of TIL process owners and external consultants are working on this project and is expected to further
improve our Total Quality Management.
The printing industry growth is linked to the GDP growth of the country. The demand for the printing ink has
become the vital aspect in sustaining the market growth. The industry depends heavily on the prices of raw materials,
crude oil. Moreover, the price volatility of these commodities has prompted the companies to opt for counter
measures. The demand for printing ink is expected to grow further, especially from publishing segment and
packaging segment. The industry will be on a zooming track of growth within a short span of time.
Flexible packaging has been one of the fastest growing sectors of the packaging market over the last decade
having developed from simple wraps and bags to more complex products with sophisticated functionality. The
flexible packaging has promising future both in India & globally due to increased consumerism, Asia taking a
leading position in the world.
Opportunities
The packaging industry is very dynamic and has undergone significant change because the environment in which
it operates is changing e.g. laws & regulations, introduction of new products, the globalization of technologies and
a general increase in competitiveness have accelerated in the last 10 years, but there are greater concerns with
health and reliability issues such as greater commercial pressure for freshness in foods. In the drug sector, there
is also pressure to inform the consumer greater details about the drug, its effects and side effects. Above all, the
world perceives the packaging industry an environmental unfriendly and thus there is opposition to it in general.
But all the products made by the Company are eco-friendly, thus do not have any effect.
Corporate Social Responsibility
The Company is a socially responsible corporate citizen committed to deliver a positive impact across social,
economic and environmental parameters. The Company acknowledges its responsibility on the manner that its
activities influence its consumers, employees and stake holders, as well as the environment. The Company seeks
to achieve its corporate and social objectives by focusing on the following strategic areas• Environmental Responsibility
• Employee Engagement
• Community Initiatives
Risk Management
Over the years, the Company has achieved an appropriate balance between risk and returns by setting up an
efficient risk mitigation system to meet various forms of financial and other risks. The primary risks that the company
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is exposed to is credit risk, market risk and operational risk. Evaluation of risk and its management becomes more
important in the global scenario, especially when your Company is trying to penetrate the global markets.
Low demand, economic slowdown, political instability, higher inflation, natural calamities may affect the business.
Business therefore cannot be risk free. What is therefore important is to correctly assess the risk area wise and to
take steps to mitigate the risk before it becomes a potential threat. General risk areas are statutory compliances,
economy, financial, government regulations and policies, market related, operational, products and technology,
intellectual property etc.
Human Resource Development/Industrial Relations
The Company's Human Resources philosophy is to establish and build a strong performance and competency
driven culture with greater sense of accountability and responsibility. The Company has taken pragmatic steps for
strengthening organizational competency through involvement and development of employees as well as installing
effective systems for improving the productivity, quality and accountability at functional levels.
Our people are our key asset. We have been able to create a work environment that encourages pro-activeness
and responsibility. The Company has cordial relations with employees and staff. There were no industrial relations
problems during the year and the Company does not anticipate any material problems on this count in the current
year. The management is also committed to help the employees and workers to sharpen their skills and to improve
their knowledge base for which continuous efforts are made on training and development.
With the changing and turbulent business scenario, our basic focus is to upgrade the skill and knowledge level of
the existing human assets to the required level by providing appropriate leadership at all levels, motivating them to
face the hard facts of business, inculcating the attitude for speed of action and taking responsibilities. The Company
recognizes the importance and contribution of its human resources for its growth and development and is committed
to the development of its people.
Internal Control Systems and Adequacy
The Company has established internal control systems for ensuring optimum use of resources and safeguarding
the assets. The Internal Control Systems and procedure are adequate and commensurate with the size of the
Company. These business control procedures ensure efficient use and protection of the resources and compliance
with the policies, procedures and statutes. The management has put in place internal system for constant review
and monitoring of recovery efforts.
The Company has already formed an Audit Committee and has met five times in the year. Audit Committee ensures
proper compliance with the provisions of the Listing Agreement with Stock Exchanges, Companies Act, reviews
the adequacy and effectiveness of the internal control environment and monitors implementation of. Internal audit
recommendations. Besides the above, Audit Committee is actively engaged in overseeing financial disclosures
and in reviewing your Company's risk management policies.
The role and responsibility of all managerial positions are established, monitored and controlled regularly. All the
transactions are authorized, timely recorded and reported truly and fairly. However, as part of an ongoing process,
we have further strengthened it by making a few more processes and workflows IT system based to ensure tighter
control, monitoring and increased accountability in various areas of operation. In order to ensure adherence to the
laid- down systems, apart from internal reporting and monitoring, we have also put in place formal Internal Audit
System commensurate with the size and nature of business. We will continue our focus on improving the systems
and procedures further to improve efficiency, transparency and accuracy.
Environment, Occupational Health & Safety
Your Company is committed to conducting its operations with due regard to the environment and providing a safe
and healthy workplace for employees. The collective endeavour of your Company's employees at all levels is
directed towards sustaining and continuously improving standards of environment, occupational health and safety
in a bid to attain and exceed international benchmarks.
Segment Performance
Based on the guidelines of Accounting Standards on Segment Reporting (AS-17) issued by The Institute of Chartered
Accountants of India, the Company's primary business segment is only Printing Inks & Allied Products and hence
segment reporting under this head is not applicable. The secondary segment i.e. Geographical Segment is also
not applicable since the Company's operations are situated in one geographical area i.e. India
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REPORT ON CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and the Delhi Stock Exchange
Limited (DSE) (Clause 49) Corporate Governance, the report containing the details of corporate governance systems
and processes at Tirupati Inks Limited is as under:
At Tirupati, Corporate Governance is all about maintaining a valuable relationship and trust with all the stakeholders.
We consider our stakeholders as our partners in our success and we remain committed to maximizing stakeholder
value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This emanates
from our strong belief that sound governance system based on relationship and trust is integral to creating value
on an overall basis. We have a defined policy framework for ethical conduct of businesses. We believe that any
business conduct can be ethical only when it rests on the nine core values of Honesty, Integrity, Respect, Fairness,
Purposefullness, Trust, Responsibility, Citizenship and Courage.
STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being
managed in a way which ensures accountability, transparency, and fairness in all its transactions in the widest
sense and meet its stakeholders' aspirations and societal expectations. Good governance practices stem from the
culture and mind set of the organisation and at Tirupati we are committed to meet the aspirations of all our
stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an
entrepreneurial performance focused work environment. Our customer shave benefited from high quality products
delivered at the most competitive prices. The essence of Corporate Governance lies in promoting and maintaining
integrity, transparency and accountability in the higher echelons of management. The demand of corporate
governance requires professionals to raise their competency and capability levels to meet the expectations in
managing the enterprise and its resources effectively with the highest standards of ethics. It has thus become
crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing
the complex inter-relationship among the board of directors, audit committee, accounting and corporate secretarial
team, auditors and senior management -the CEO and CFO. At Tirupati, our employee satisfaction is reflected in the
stability of our senior management, low attrition across various levels and substantially higher productivity. Corporate
Governance at Tirupati is a rigorous and well-established framework that helps to manage the Company's affairs in
a fair, accountable and transparent manner. Responsible corporate conduct is integral to the manner that we
conduct our business and our actions are governed by values and principles, which are reinforced across all
levels within the Company. Your Company has evolved guidelines and best practices over the years to ensure
timely disclosure of information regarding our financials, performance, product offerings, distribution network and
governance. To succeed, maintain sustainable growth and create long-term value requires the highest standards
of corporate discipline. Your Company continues to focus its resources, strengths and strategies to achieve the
vision of becoming a global leader in Printing Inks and allied Products while upholding the Core values of Quality,
Trust, Leadership and Excellence.
Our Code of Business Conduct and Ethics, and the Charter-Business for Peace are an extension of our values and
reflect our commitment to ethical business practices, integrity and regulatory compliances. The Company's Corporate
Governance philosophy is further strengthened through the Code of Conduct for Prevention of Insider Trading. The
Company believes that all its actions must serve the underlying goal of enhancing overall shareholder value on a
sustained basis. The Company is conscious of its responsibility as a good corporate citizen. The Company values
transparency, professionalism and accountability.
1. COMPANY'S GOVERNANCE STRUCTURE
The Corporate Governance structure at Tirupati is as follows:
i. The Board of Directors: The Members of Tirupati Board with the permission of Chairman are free to bring
up any matter for discussion at the Board Meetings and the functioning is democratic. The Board plays a
key role in framing policies for ensuring and enhancing good governance. Besides its primary role of
setting corporate strategies and goals and monitoring corporate performance, the Board directs and
guides the activities of the Management towards achieving those corporate goals, seeks accountability
with a view to achieve sustained and consistent growth aimed at adding value for its stakeholders.
ii. Committee of the Board: The Board has constituted the following Committees viz; Audit Committee &
Shareholders'/Investors' Grievance Committee. Each Committee has been mandated to operate within a given
framework.
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2. COMPOSITION OF BOARD
The Board is broad-based and consists of eminent individuals drawn from industry, management, technical,
financial, legal and marketing. The board is entrusted with the ultimate responsibility of the management,
general affairs, directions and performance of the company. The company is managed by the Board of Directors
in coordination with the senior management team. The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the independence of the Board, and to separate the
functions of governance and management. Currently the Board consists of four members, one of whom is
executive, one is non - executive and two are independent directors. The Board periodically evaluates the need
for change in its composition and size.
The details of each member of the Board along with the number of Directorship/Committee Membership and
date of joining the Board are provided in this report.
The Company maintains an optimum combination of Executive, Non-Executive and Independent Directors.
The Board consists of total Four (4) directors on 31st March, 2013, out of which two (2) are independent.
As on date of this report Mr.Sanjiv Agrawal is the Executive Chairman and Managing Director of the Company.
The Constitution of the Board as on 31st March 2013 is as follows:
Name of the Director
Category
& Designation
No. of positions held in other Public Companies1
Board
Committee
Membership
Chairmanship
Mr Sanjiv Agrawal
Chairman & Managing
Director
Promoter & Executive
Nil
Nil
Nil
Mr Satya Narain Agrawal
Director
Promoter & Non
Executive
1
3
Nil
Mr Ram Shanker Agrawal
Director
Non-Executive
Independent
Nil
Nil
Nil
Mr Keshav Behari Lall
Director
Non-Executive
Independent
Nil
Nil
Nil
1
Only included Indian Companies.
Directors' Attendance Record
During the Financial Year 2012-13, (20) Twenty meetings of the Board of Directors were held on 26.04.2012,
28.05.2012, 30.05.2012, 28.06.2012, 30.06.2012, 06.07.2012, 09.08.2012, 14.08.2012, 29.08.2012, 10.09.2012,
26.09.2012, 01.10.2012, 16.10.2012, 30.10.2012, 10.11.2012, 03.12.2012, 14.02.2013, 09.03.2013, 25.03.2013
and 30.03.2013. The Board was duly supplied with the agenda of the meetings incorporating all material
information for facilitating meaningful and focused discussions at the meeting. The intervening period between
the Board Meetings was well within the maximum time gap of four months as prescribed in clause 49 of the
Listing Agreement. Details of attendance of Directors in the Board meeting during the financial year 2012-13
are as under:
Mr Sanjiv Agrawal
Mr Ram Prakash Gupta1
Mrs Rajni Maheshwari1
Mr Rakesh Kr Agrawal1
1
2
15
No. of Board
Meeting Held
20
52
20
20
16
16
16
Attendance at the
Board Meeting
20
5
8
7
4
16
16
Whether attended
Last AGM
Yes
NA
Yes
No
No
Yes
Yes
Resigned as Director from the Board w.e.f. 03.12.2012.
Appointed as Additional Director on 03.12.2012.
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Disclosure Regarding Appointment & Re-appointment of Directors in the ensuing AGM
Mr Ram Shanker Agrawal, Director who shall be retiring in this AGM, being eligible has offered himself for reappointment and Mr Satya Narain Agrawal, Additional Director is regularizing in this Annual General Meeting. Brief
particulars of these gentlemen are as follows:
Particulars
DIN
02238676
05140024
Father's Name
Late Shri Kashi Nath Agrawal
Late Shri Nathu Ram Agrawal
Date of Birth
02.02.1947
25.12.1937
Address
397, Shivpuri, West Chapera
Pulia, Near Bright Angel School,
Kanpur-208025, Uttar Pradesh
House No. 143, Swarnim Vihar,
Sector-82, Noida-201301,
Uttar Pradesh
Designation
Director
Director
Education
B. Com, FCA
M.A (Eng), with degrees in commerce and law
and a very senior Fellow Member of the
Institute of Company Secretaries of India (ICSI).
Experience
Practicing Chartered Accountant
by profession having around 45
years of experience in finance,
accounts and taxation.
He had been serving in the government
organizations for about 40 years including
Indian Air Force and for about 20 years as
Prescribed Authority under the law in respect
of Public Premises. He has considerable
experience in various disciplines of Personnel
and Administration and Secretarial and Legal
work. He has been practicing as a Company
Secretary since 2001.
Companies in which
holds Directorship
Nil
Shreedhar Milk Products Ltd
Companies in which holds
membership of committees
Nil
Shreedhar Milk Products Ltd
Shareholding in the
Company* (No. & %)
Nil
Relationship with
other Director
Nil
Nil
Father of Mr Sanjiv Agrawal, Chairman & Managing
Director
*As on Date
BRIEF PROFILE OF DIRECTORS
The Board of Directors of Tirupati Inks Ltd. comprises of following four directors:
Mr. Sanjiv Agrawal, Executive Chairman & Managing Director
Mr.Sanjiv Agrawal, aged 48 years is a Commerce Graduate and a Fellow Member of the Institute of Chartered
Accountants of India. Mr. Agrawal has an experience of over 10 years in the Ink Industry and is primarily involved in
strategic decision making. He also looks after the finance function and business development activities of the company.
Mr. Satya Narain Agrawal, Additional Director
Mr Satya Narain Agrawal, aged 75 years, is a M.A (Eng), with degrees in commerce and law and a very senior
Fellow Member of the Institute of Company Secretaries of India (ICSI). He has joined our company in capacity of a
Director w.e.f. December 3, 2012. He had been serving in the government organizations for about 40 years including
Indian Air Force and for about 20 years as Prescribed Authority under the law in respect of Public Premises. He has
considerable experience in various disciplines of Personnel and Administration and Secretarial and Legal work.
He has been practicing as a Company Secretary since 2001.
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Mr Ram Shankar Agrawal, Independent Director:
Mr Ram Shankar Agrawal, aged 66 years, is a Commerce Graduate and a Fellow Member of the Institute of
Chartered Accountants of India. Mr. R.S. Agrawal is a practicing Chartered Accountant and has around 40 years
of experience in finance, accounts and taxation.
Mr Keshav Behari Lall, Independent Director:
Mr Keshav Behari Lall, aged 73 years is a science graduate from Agra University. He has over 39 years of rich
experience in the field of Chemical Engineering and has served at various organizations in the Cloth industry like
GRASIM, J.K.SYNTHETICS, SWADESHI POLYTEX LIMITED, etc. And retired as Process Engineer from HARIHAR
PLOYFIBRES, in Karnataka.
3.
AUDIT COMMITTEE
(a)
Terms of Reference
The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the provisions
of the Clause 49 of the Listing Agreement. The Audit Committee was last re-constituted on 3rd December,
2012. The Audit Committee shall have the authority to investigate into any matter that may be prescribed and
the matters listed below and for this purpose the Audit Committee shall have full access to information contained
in the records of the Company and external professional advice, if necessary:
a.
To review financial reporting process, all financial statements.
b.
To recommend appointment/ re-appointment/ replacement/ removal/ Audit fees/ any other fees of Statutory Auditor.
c.
Reviewing along with management, the listing compliances, related party disclosures, qualifications in
draft audit report, matters required to be included in Directors Responsibility Statement, quarterly financial
statements before its submission to the Board, changes in accounting policies, major accounting entries
based on estimate of management.
d.
To look into all matters relating to internal control system, internal audit system and the reasons for
substantial defaults in the payment to the depositors.
e.
To review functioning of "Whistle Blower Mechanism", if any.
f.
To review Management Discussion and Analysis of financial condition and results of operation, statement
of significant Related Party Transactions as submitted by management, internal audit report, term of
chief internal auditor (including his remuneration).
(b) Composition
The committee comprises of one Executive and two non-executive independent directors i.e. Mr Ram Shanker
Agrawal- as Chairman; Mr Sanjiv Agrawal and Mr Keshav Behari Lall as the Members of the Committee.
(c)
Attendance
The Committee met 5 (five) times during the Financial Year 2012-2013 on the following dates: 30.05.2012,
14.08.2012, 29.08.2012, 10.11.2012 and14.02.2013 and details of attendance of Directors in the Audit
Committee meeting are as under:
Designation
Category
Chairman
Non-Executive Independent Director
5
Mr Sanjiv Agrawal
Member
Promoter & Executive Director
5
Member
4
Member
1
Mr Ram Prakash Gupta
Mr Keshav Behari Lall2
1
2
17
1
Attendance at the
Audit Committee
Meeting
Resigned from the Board w.e.f. 03.12.2012
Inducted in the reconstituted Audit Committee w.e.f. 03.12.2012
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4.
5.
REMUNERATION COMMITTEE
(a) Composition & Terms of Reference
At present there is no Remuneration Committee in the company. The Company will reconstitute the
Remuneration Committee in due course.
(b) Remuneration Policy of the Company
The remuneration policy of the Company is directed towards rewarding performance. The Managing
Director and the Whole Time Director of the Company are entitled for payment of Remuneration as
decided by the Board and approved by the members as per the provisions of the Companies Act, 1956.
Directors are also entitled for the sitting fee for attending Board/ Committee Meeting except the Managing
Director and Whole Time Director.
(c) Details of the Directors' Remuneration for the financial year ended 31st March, 2013
Name of Director
Sitting
fees
Salaries &
Perquisites
(In Rs.)
Commission,
Bonus
Exgratia
Total Amount
(In Rs.)
No. of
Shares
held*& %
Mr Sanjiv Agrawal
NIL
27,00,000
NIL
27,00,000
34,13,217
(22.53%)
Mr Rakesh Kumar Agrawal
NIL
4,16,000
NIL
4,16,000
100
(0.00%)
Mrs Rajni Maheshwari
NIL
4,00,000
NIL
4,00,000
175
(0.00%)
NIL
NIL
NIL
NIL
NIL
Mr Ram Prakash Gupta
9,000
NIL
NIL
9,000
NIL
11000
NIL
NIL
11,000
NIL
3,000
NIL
NIL
3,000
NIL
INVESTORS' GRIEVANCE COMMITTEE
(a) Composition & Terms of Reference
The Company has constituted an "Investors' Grievance Committee" to look into redressal of Shareholder's
/ investors' complaints, to approve share transfer, share transmission, splitting, consolidation,
Rematerialization requisitions etc. and to oversee all matters connected with the Shareholders.
The Committee was last re-constituted on 3rd December, 2012. The committee comprises of one executive
and two non-executive independent directors i.e. Mr Ram Shanker Agrawal- as Chairman; Mr Sanjiv
Agrawal and Mr Keshav Behari Lall as the Members of the Committee.
Mr Sanjiv Agrawal
Mr Ram Prakash Gupta1
2
Category
Designation
Attendance in
the meeting
Non-executive Independent
Chairman
5
Promoter Executive
Member
5
Non-executive Independent
Member
4
Non-Executive Independent
Member
1
1
Resigned from the Board w.e.f. 03.12.2012
Inducted in the reconstituted Investors' Grievance Committee w.e.f. 03.12.2012
The committee met Five (5) times during the year on 30.05.2012, 14.08.2012, 29.08.2012, 10.11.2012, 14.02.2013
(b) Ms Garima Vishnoi is the Compliance Officer of the Company for the purpose of Clause 47 of the Listing Agreement
to look after the compliances under the Listing Agreement and other SEBI Rules & Regulations etc.
(c) During the year, the Company received 17(seventeen) complaints from its shareholders, all of which were resolved
to the satisfaction of the shareholders and investors. At the end of the financial year there was no complaint pending.
2
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6.
GENERAL BODY MEETINGS
A) Annual General Meetings: Particulars of past three Annual General Meetings of the Company:
Year
Date
Venue
Time
2011-12
28.09.2012
Poorva Sanskriti Kendra (PSK),
Laxmi Nagar, New Delhi
2010-11
27.09.2011
2009-10
25.09.2010
No. of Special
Resolution(s) passed
9:30 A.M.
One
Lok Kala Manch, Gaytri Hall,
20, Lodhi Institutional Area,
Lodi Road, New Delhi
11:00 A.M.
One
B-4,Unesco Apartments,
Plot No. 55,I. P. Extn,
Patparganj, Delhi
11.00 A.M.
Nil
Special Resolution passed during the last three Annual General Meeting.
B)
Year
Date
Business passed
2010
25.09.2010
Nil
2011
27.09.2011
•
Approval for change in terms of Prospectus
2012
28.09.2012
•
Increase in remuneration of Executive
Special Resolution passed through Postal Ballot
No Special Resolution was passed through Postal Ballot during the Financial Year 2012-13. None of the
businesses proposed to be transacted in the ensuing Annual General Meeting require passing a Special
Resolution through Postal Ballot.
7.
DISCLOSURES
(a) Related Party Transactions
There are no materially significant related party transactions with its Promoters, the Directors or the
Management, their Subsidiaries or Relatives etc., which may have potential conflict with the interest of
the company at large. The other related party transactions are given in note no. 2.36 of Notes on Accounts
annexed to and forming the part of Balance Sheet and Profit and Loss Account of the Company.
(b) Non compliance by the Company, Penalties, Structures
There were no instances of non-compliance by the Company, penalties, structures imposed on the
Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital
markets during the last three years.
(c) Non mandatory requirements
The Company proposes to adopt the non-mandatory requirements including adoption of Whistle Blower
Policy given in Annexure-3 of Clause 49 of the listing agreement in due course of time.
8. CODE OF CONDUCT
The Board has formulated a code of conduct for the Board members and senior management of the Company.
The same has also been posted on the website of the Company. All Board members and senior management
personnel have affirmed their compliance with the code.
Declaration on compliance with code of conduct by the Chairman & Managing Director:
The Board has formulated a code of conduct for the Board members and senior management of the Company,
which has been posted on the website of the Company - www.tirupatiinks.com.
It is hereby affirmed that all the Directors and senior management personnel have complied with the code of conduct
framed by the Company and a confirmation to that effect has been obtained from the directors and senior management.
Sd/Sanjiv Agrawal
Chairman & Managing Director
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9.
MEANS OF COMMUNICATION
(a)
At present quarterly/ half-yearly reports are not being sent to shareholder, individually.
(b) The Quarterly / Half-Yearly / Annual Accounts results are published in the English and Hindi Newspapers.
-
-
which newspaper normally published in
•
Financial Express Mumbai Edition(English)
•
Financial Express Delhi Edition(English)
•
Jansatta (Hindi)
Any website where displayed
Yes www.tirupatiinks.com
(c)
The Management Discussion and Analysis forms a part of the Annual Report.
10. GENERAL SHAREHOLDERS INFORMATION
The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is
L67120DL1984PLC017904.
i)
ii)
Annual General Meeting
Day & Date
Time
Venue
Monday,
September 30th, 2013
10:00 A.M.
MUKTADHARA, (Banga Sanskriti Bhavan Trust)
18-19, Bhai Veer Singh Marg, Gole Market,
New Delhi - 110001
Financial Calendar
Events
Tentative time frame
Financial Reporting for the first quarter ended 30th June, 2013
Financial Reporting for the second quarter ending 30th September, 2013
Financial Reporting for the third quarter ending 31st December, 2013
Financial Reporting for the fourth quarter ending 31st March, 2014
iii)
Dates of Book Closure
iv)
v)
Dividend Payment Date
Listing on Stock Exchanges:
14th August, 2013 (actual)
On or before 14th November 2013
On or before 14th February 2014
On or before 30th May 2014
Friday, 27th September, 2013
to Monday, 30th September, 2013
Not applicable
Name of Stock Exchange
BSE Limited, Mumbai (BSE)
Delhi Stock Exchange Limited (DSE)
Stock Code
533258
19053
Annual listing fees for the year 2013-2014 has been paid. The ISIN Number (or demat number) of Tirupati Inks
Limited on both NSDL and CDSL is INE493K01018. The Company has also paid the annual custody fee for the
financial year 2013-2014 to both the depositories, viz. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
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vi)
Market Price Data: The High/ Low of market price of the Company's equity shares traded on BSE during the
financial year were as follows:
Year
High
Low
Volume
Apr. 2012
5.48
4.55
10,18,927
May 2012
5.56
4.02
13,70,644
June 2012
5.00
4.11
8,58,069
July 2012
5.75
4.25
14,22,558
Aug. 2012
4.65
4.00
7,25,783
Sep. 2012
5.99
4.02
12,83,194
Oct. 2012
7.16
5.00
26,56,813
Nov.2012
6.84
5.19
14,78,513
Dec. 2012
6.40
5.41
12,43,802
Jan.2013
6.30
4.75
7,96,534
Feb.2013
5.49
4.30
8,93,773
Mar. 2013
5.08
3.53
7,63,514
Source :www.bseindia.com
vii) Registrar and Share Transfer Agent & Share Transfer System
In terms of SEBI Circular No. D&CC/FITT/CIR-15/2002 dated December 27, 2002, the Company is providing
facility of a common agency for all the work related to share registry in terms of both physical and electronic
at a single point by its Registrar and Share Transfer Agents, (RTA) i.e., Beetal Financial & Computer
Services (P) Ltd whose address and contact details are given below:
Particulars
Beetal Financial & Computer Services (P) Ltd
Contact Person
Mr Puneet Mittal
Address
Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre,
Near Dada Harsukhdas Mandir, New Delhi- 110 062
Telephone No.
011-29961281, 282 , 283
Fax No.
011 - 29961284
E mail
beetal@rediffmail.com
Presently, the share transfers which are received in physical form and requests received for dematerialization/
remateralisation of Shares are processed and the share certificates are returned within a period of 15 days from
the date of receipt, subject to the documents being valid and complete in all respects. Similarly, the processing
activities of dematerialization/remateralisation requests are normally confirmed within 15 days from the date of
their receipt provided the documents are in order in all respects.
Mr Satya Narain Agrawal, director and Ms Garima Vishnoi, Company Secretary are severally empowered to approve
transfer. The Company obtains from a Practicing Company Secretary half yearly certificate of compliance as
required under clause 47(c) of the Listing Agreement and files the same with Stock Exchanges.
viii) Secretarial Audit for Reconciliation of Capital:
The Securities and Exchange Board of India has directed vide circular No. D&CC/FITTC/CIR-16/2002 dated December
31, 2002 that all issuer companies shall submit a certificate of capital integrity, reconciling the total shares held in both
the Depositories, viz. NSDL and CDSL and in physical form with the total issued / paid up capital.
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the Depositories, viz. NSDL and CDSL and in physical form with the total issued / paid up capital.
The said certificate, duly signed by the Practicing Company Secretary is submitted to the Stock Exchanges
where the securities of the Company are listed within 30 days from the end of each quarter and the certificate
is also placed before the Board of Directors of the Company.
ix)
A. Distribution of Shareholding as on 31st March 2013
Category Category
Code
of Shareholder
No. of
shareholders
Total No.
As a
of Shares percentage
of (A+B+C)
(A)
Shareholding of promoter and Promoter Group
1.
Indian
2.
Foreign
4
4078370
26.92
NIL
NIL
NIL
4
4078370
26.92
NIL
NIL
NIL
Total Shareholding of
promoter and promoter Group
(B)
Public Shareholding
(1)
Institutions
(2)
Non-institutions
9813
11074000
73.08
Total Public Shareholding
9813
11074000
73.08
(C )
Shares held by Custodians and against
which Depository Receipts have been issued
(1)
Promoter and Promoter Group
NIL
NIL
NIL
(2)
Public
NIL
NIL
NIL
9817
15152370
100.00
TOTAL (A) + (B) +(C)
1
For definitions of "Promoter Shareholding" and "Promoter Group", refer to Clause 40A of Listing Agreement.
For definition of "Public Shareholding", refer to Clause 40A of Listing Agreement.
*As per disclosure under regulation 30(2) of the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, furnished by the promoters.
2
B.
Distribution Schedule as at 31st March, 2013
Shareholding of Nominal Value of
Rs.
(1)
Rs.
Up to 5,000
Number
(2)
% to Total
(3)
In Rs.
(4)
% to Total
(5)
7133
72.66
13,95,905
9.21
10,000
1229
12.52
10,47,695
6.91
10,001
20,000
678
6.91
10,87,194
7.18
20,001
30,000
246
2.51
6,45,625
4.26
30,001
40,000
107
1.09
3,92,262
2.59
40,001
50,000
118
1.20
5,73,062
3.78
50,001
1,00,000
167
1.70
12,46,846
8.23
139
1.42
87,63,781
57.84
9817
100.00
15,15,23,700
100.00
Total
22
Share Amount
5,001
1,00,001 and Above
x)
Shareholders
Dematerialization of shares and liquidity: As on 31st March 2013 about 98.40% of the Company's equity
paid-up capital had been dematerialized.Trading in equity shares of the Company at the Stock Exchange is
permitted compulsorily in demat mode.
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xi) There are no outstanding GDRs/ ADRs/ Warrants or any other Convertible Instruments as on the date.
xii) Plant Locations: The Company has its plant locations at the following locations.
Units
Jammu Unit
Lane No.4, Phase-II, Plot No. 267, SIDCO Industrial Complex,
Bari Brahmana, Jammu - 181133 (J & K)
Greater Noida Unit
Plot no. D-109 to D-112, Industrial Area,Surajpur - Site 5,
EPIP, Kasna, Greater Noida - 201306 (UP)
xiii) Address for Correspondence: The shareholders may send their communication grievances/ queries to the
Registrar and Share Transfer Agents at their Address mentioned above or to the Company at:
Investor Relation Centre
Tirupati Inks Ltd
101, DDA Market, Hargobind Enclave
Vikas Marg Extn.
New Delhi - 110 092
Telefax: +91-11-22376767
e-mail:complianceofficer@tirupatiinks.com
23
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CEO/CFO Certification
We, Sanjiv Agrawal, Executive Chairman & Managing Director and Rajiv Kapoor, Chief Finance Officer (CFO),
responsible for the finance function certify that:
(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2013 and
that to the best of our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) These statements together present a true and fair view of the company's affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
(b) To the best of our knowledge and belief, no transactions entered into by the company during the year are
fraudulent, illegal or violative of the company's code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that they
have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting
and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of
such internal controls, if any, of which they are aware and the steps they have taken or propose to take to
rectify these deficiencies.
(d) We have indicated to the auditors and the Audit committee
(i) Significant changes in internal control over financial reporting during the year;
(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the
Notes to the financial statements; and
(iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company's internal control system over financial
reporting.
Place : Delhi
Rajiv Kapoor
Chief Finance Officer
Sanjiv Agrawal
Executive Chairman &
Managing Director
Certificate of Compliance with the conditions of Corporate
Governance under Clause 49 of the Listing Agreement
To
The Members
New Delhi
We have examined the compliance of conditions of Corporate Governance by Tirupati Inks Limited (hereinafter
referred as "the Company") for the year ended March 31, 2013, as stipulated in clause 49 of the listing agreement
of the said Company with the stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination
was limited to 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 explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above-mentioned listing agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For R&D
Company Secretaries
Place : Delhi
24
Debabrata Deb Nath
ACS: 23935; CP: 8612
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AUDITOR’S REPORT
The Members
M/s Tirupati Inks Limited.
101, DDA Market, Hargobind Enclave,
Vikas Marg Extn.,
Delhi - 110092
We have audited the attached Balance Sheet of Tirupati Inks Limited ("the Company") as at 31st March, 2013, the
related Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we
have signed under reference to this report. These financial statements are the responsibility of the Management of
the Company. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (
Amendment) Order, 2004 (together, 'the Order') issued by the Central Government of India in terms of Section 227
(4A) of the Companies Act, 1956, of India (the Act), and on the basis of such checks of the books and records of
the Company as we considered appropriate and according to the information and explanations given to us, we set
out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to in Paragraph 3 above, we report that :
(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears
from our examination of those books.
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement
with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and the 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 the written representations received from the Directors as on March 31, 2013, and taken on
record by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2013
from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to the explanation given to us, the Balance
Sheet, Profit and Loss Account and the Cash Flow Statement, together with the Notes thereon and annexed
thereto, give in the prescribed manner the information required by the Act and give a true and fair view in
conformity with the accounting principles generally accepted in India :
i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;
ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For SHASHI DINESH & CO.
Firm’s Regn No. 004975 C
Chartered Accountants
Place : Delhi
Dated : 30.05.2013
25
(CA Sudhir Kapoor)
Partner
Membership No. 073456
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ANNEXURE TO THE AUDITORS REPORT
i
(a) The Company has maintained proper records showing full particulars including quantitative details and
situation of Fixed Assets
(b) As informed to us a portion of these fixed assets have been physically verified by the management during
the period. The discrepancies noticed, if any, from the book records and physical inventory of Fixed
Assets Register were not material.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed
assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.
ii
(a) The inventory has been physically verified during the year by the management. In our opinion, the
frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by the management are reasonable and
adequate in relation to the size of the company and the nature of its business.
(c) The company is maintaining proper records of inventory. In our opinion and according to the information
and explanation given to us no material discrepancies were noticed on physical verification.
iii
(a) The company has not granted any loans secured or unsecured to the companies, firms or other parties
covered under section 301 of the Act. Accordingly clauses iii(b) to iii (d) of the paragraph 4 of the order are
not applicable to company for the current year.
(b) The company has obtained unsecured, interest free loan from a company covered in the register maintained
under section 301 of the Companies Act, 1956. The amount is Rs. 700.00 lacs. The terms and conditions
of the loan so obtained are not prejudicial to the interest of the company.
iv
In our opinion and according to the information and explanations given to us, there are adequate internal
control procedures commensurate with size of the company and the nature of its business with regard to
purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
v.
(a) According to the information and explanations given to us, we are of the opinion that the transaction that
need to be entered into the register maintained under section 301 of the Companies Act, 1956 have
been so entered.
(b) In our opinion and according to the information and explanations given to us, the transaction made in
pursuance of contracts or
(c) Arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and
exceeding the value of Rs. 5.00 lacs in respect of each party, during the year have been made at prices
which appear reasonable as per the information available with the company.
vi. As per the information and explanations given to us and as per our examination of books of accounts, the
company has not taken any deposit, hence there is no contravention of the provisions of Section 58A, 58AA or
any other relevant provisions of the Companies Act, 1956.
vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.
In view of the increased size and nature of the transactions, it is advisable to strengthen it more, in the ensuing year.
viii. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost
Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209 (1) (d) of the
Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.
We have, however, not made a detailed examination of the cost records with a view to determine whether they
are accurate or complete.
ix
(a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues
including provident fund, employees state insurance, income tax, service tax, custom duty, excise duty,
cess and other material statutory dues applicable to it.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of
income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st
March 2013 for a period of more than six months from the date they became payable.
26
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x.
The company has no accumulated losses, hence this clause is not applicable.
xi.
In our opinion and according to the information and explanations given to us, the company has not defaulted
in repayment of dues to financial institution, bank or debenture holders.
xii.
The company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii.
In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions
of clause 4(xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company.
xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.
Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) order, 2003 are not applicable
to the company.
xv.
As per the explanations and as per the records of the company, no guarantee has been given by the company
for loans taken by the others from banks or financial institutions.
xvi. The Company has not raised any Term Loan during the year. The Term Loans outstanding at the beginning
of the year had been applied, on an overall basis for the purposes for which they were raised.
xvii. According to the information and explanations given to us, and on an overall examination of the balance
sheet of the company, we are of the opinion that there are no funds raised on short-term basis that have been
used for long-term investment. No long-term fund have been used to finance short-term assets except
permanent working capital.
xviii. The Company has not made any Preferential Allotment of shares to parties and companies covered in the
Register maintained under Section 301 of the Companies Act, 1956.
xix
Since the company has not issued debentures this clause is not applicable.
xx.
The Company has not raised any monies by way of public issues during the year.
xxi. In our opinion and according to the information and explanations given to us, no fraud on or by the company
has been noticed or reported during the year.
Place : Delhi
Dated : 30.05.2013
27
(CA Sudhir Kapoor)
Partner
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BALANCE SHEET AS AT 31ST MARCH, 2013
(Rs. in Lacs)
PARTICULARS
I.
As At
31st March 2013
As At
31st March 2012
2.01
2.02
1515.24
5202.39
1515.24
4712.61
2.03
708.53
274.15
9.01
21.06
9.25
61.31
7.01
12.80
6275.65
4496.72
360.62
141.59
----------------------------------------------------------19004.96
=========================================
3409.90
3467.48
147.29
81.26
--------------------------------------------------------13424.15
========================================
3839.44
0.00
3.18
26.95
16.79
136.54
2062.64
0.00
1409.87
0.00
16.46
0.00
5148.82
8446.58
511.36
875.30
----------------------------------------------------------19004.96
=========================================
3822.53
4991.40
353.17
768.08
--------------------------------------------------------13424.15
========================================
Note No.
EQUITY AND LIABILITIES
(1) Shareholder’s Funds
(a) Share Capital
(b) Reserves and Surplus
(2) Non-Current Liabilities
(a) Long Term Borrowings
(b) Deferred Tax Liabilities (Net)
(c) Other Long Term Liabilities
(d) Long Term Provisions
(3) Current Liabilities
(a) Short-Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-Term Provisions
2.04
2.05
2.06
2.07
2.08
2.09
Total Equity & Liabilities
II. ASSETS
(1) Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-in Progress
(b) Non Current Investments
(c) Long Term Loans and Advances
(d) Other Non Current Assets
2.11
2.12
2.13
(2) Current Assets
(a) Inventories
(b) Trade Receivables
(c) Cash and Cash Equivalents
(d) Short-Term Loans and Advances
2.14
2.15
2.16
2.17
2.10
Total Assets
Significant Accounting Policies
Notes to Accounts
1
2
As per our separate report of even date.
(CA Sudhir Kapoor)
Partner
Place : Delhi
Date : 30th May, 2013
28
For Tirupati Inks Ltd.
(Sanjiv Agrawal)
(Satya Narain Agrawal)
Whole Time Director
(Rajiv Kapoor)
(Garima Vishnoi)
Company Secretary
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MANUFACTURING, TRADING & PROFIT & LOSS ACCOUNT
FOR THE YEAR ENDED ON 31st MARCH 2013
(Rs. in Lacs except per share data)
PARTICULARS
I
II
Year Ended
31st March 2013
Year Ended
31st March 2012
2.18
2.19
22943.25
59.19
----------------------------------------------------------23002.44
-----------------------------------------------------------
15564.40
40.77
--------------------------------------------------------15605.17
---------------------------------------------------------
2.20
2.21
20512.47
292.29
15098.37
126.45
2.22
2.23
2.24
2.25
2.26
(253.62)
418.99
892.43
143.07
289.14
----------------------------------------------------------22294.77
--------------------------------------------------------------------------------------------------------------------707.67
-----------------------------------------------------------
(792.12)
110.60
505.06
23.61
140.53
--------------------------------------------------------15212.50
----------------------------------------------------------------------------------------------------------------392.67
---------------------------------------------------------
141.59
136.54
5.05
212.84
217.89
----------------------------------------------------------489.78
-----------------------------------------------------------
82.01
0.00
82.01
33.53
115.54
--------------------------------------------------------277.13
---------------------------------------------------------
3.23
3.23
1.83
1.83
Note No.
Revenue from Operations
Other Income
Total Revenue
III Expenses:
Purchases/Consumption
Manufacturing Cost
(Increase)/ Decrease in F.G., WIP &
Stock in Trade
Employee Benefit Expenses
Finance Costs
Depreciation and Amortisation Expenses
Other Expenses
Total Expenses
IV Profit/(Loss) Before Tax
V
Tax Expense:
(1) Current Tax
(2) MAT Credit
(3) Net Current Tax
(4) Deferred Tax
VI Profit/(Loss) After Tax
VII Earning Per Equity Share:
Basic
Diluted
Notes to Accounts
1
2
(CA Sudhir Kapoor)
Partner
Place : Delhi
29
(Sanjiv Agrawal)
Whole Time Director
(Rajiv Kapoor)
(Garima Vishnoi)
Company Secretary
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CASH FLOW STATEMENT FOR THE YEAR ENDING ON 31ST MARCH, 2013
(Rs. in Lacs)
PARTICULARS
Year Ending
31st March 2013
Year Ending
31st March 2012
707.67
392.67
143.07
892.43
2.34
29.71
---------------------------1715.80
23.61
505.06
0.00
24.91
---------------------------896.43
(A) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax
Add: Depreciation
Interest Expenses
Loss on Sale of Fixed Assets
Less: Interest Income
Operating Profit Before Working Capital Changes
Adjusted for
Inventories
Trade Receivables
Long Term Loans & Advances
Short Term Loans & Advances
Long Term Provisions
Trade Payables
Other Current Liabilities
Cash Generated from Operations
Tax Paid
(-)
(-)
(-)
(-)
NET CASH FLOW FROM OPERATING ACTIVITIES
(B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
C.W.I.P. (Including Advance against Capital Goods)
Sale of Fixed Assets
Subsidy Received Against Fixed Assets
Investment in Wholly Owned Foreign Subsidiary
Interest Income
(-)
NET CASH FLOW FROM INVESTING ACTIVITIES
(-)
(C ) CASH FLOW FROM FINANCING ACTIVITIES
Long Term Borrowings
Short Term Borrowings
Other Long Term Liabilities
Interest Expenses
(-)
(-)
(-)
NET CASH FLOW FROM FINANCING ACTIVITIES
Net Cash Increase in Cash & Cash Equivalents
Cash & Cash Equivalents at the Beginning of the Year
Cash & Cash Equivalents at the End of the Year
(-)
(-)
(-)
(-)
(-)
1326.29
3455.18
0.33
107.22
8.26
1029.24
213.33
---------------------------1922.39
81.26
---------------------------2003.65
----------------------------
(-)
(-)
(-)
(-)
(-)
1925.96
1406.69
3.75
0.00
26.95
29.71
---------------------------512.76
----------------------------
(-)
(-)
699.28
2865.75
2.00
892.43
---------------------------2674.60
---------------------------158.19
353.17
511.36
(-)
(-)
1885.96
950.23
11.74
137.50
0.00
2483.58
71.65
---------------------------741.23
76.58
---------------------------664.65
---------------------------1645.06
4.49
0.00
2.63
0.00
24.91
---------------------------1613.03
---------------------------68.21
1381.36
2.00
505.06
---------------------------806.09
---------------------------142.29
495.46
353.17
Notes:
1 The above Cash Flow Statement has been prepared under the Indirect Method setout in AS - 3 issued by The Institute of Chartered
Accountants of India.
2 Previous year figures have been re-grouped and re-arranged wherever considered necessary.
This is the Cash Flow Statement referred to in our report of even date.
(CA Sudhir Kapoor)
Partner
Place : Delhi
30
(Sanjiv Agrawal)
Whole Time Director
(Rajiv Kapoor)
(Garima Vishnoi)
Company Secretary
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NOTE : 1
SIGNIFICANT ACCOUNTING POLICIES
Corporate Information
The Company was incorporated as S P Leasing Limited on April 10, 1984 in New Delhi as Public Limited Company
under the Companies Act, 1956. The name of the company was changed to Jyotiragamaya Promoters Limited on
May 1, 2008. Subsequently, the name of the company was changed to Tirpuati Inks Limited on March 27, 2009
pursuant to the Scheme of Amalgamation approved by the Honor'able High Court of Delhi on November 19, 2008.
The company is engaged in the manufacturing of Printing Inks & its Allied Products and provides complete packaging
solutions. The Company has its manufacturing units located at Jammu and Greater Noida. The Equity Shares of the
company stand listed on BSE Limited and Delhi Stock Exchange Limited.
1.01 Basis of Accounting
The financial statements have been prepared under the historical cost convention in accordance with generally
accepted accounting principles in India, the accounting standards issued by the Institute of Chartered
Accountants of India and provisions of the Companies Act, 1956, as adopted consistently by the company.
The Company follows the Mercantile System of accounting and recognizes items of income and expenditure
on accrual basis.
1.02 Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amount of revenues and expenses for the years presented. Actual results could differ from those estimates.
1.03 Recognition of Income and Expenditure
Sales are recognized when goods are supplied and are recorded net of rebates and Sales Tax / VAT and
inclusive of Excise Duty.
Expenses are accounted for on accrual basis and provision is made for all known losses and expenses.
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company
and the revenue can be reliably measured.
1.04 Fixed Assets and Depreciation
The Fixed Assets are stated at cost (Net of CENVAT and VAT where applicable) less accumulated depreciation.
Depreciation is provided on additions and deletions on pro-rata basis on Straight Line Method at the rates
provided in Schedule XIV of the Companies Act, 1956. Direct costs are capitalized. All pre-operative expenses,
on the commencement of commercial production attributable to the fixed assets are capitalized.
1.05 Impairment of Assets
Whenever events indicate that assets may be impaired, the assets are subject to a test of recoverability
based on estimates of future cash flows arising from continuing use of such assets and from its ultimate
disposal.
A provision for impairment loss is recognized where it is probable that the carrying value of an asset exceeds
the amount to be recovered through use or sale of the asset.
1.06 Inventories
Inventories are valued at lower of cost and net realizable value.
a. Raw Materials
: Average Cost Method
b. Finished Goods & Work in Progress : Includes conversion and other cost incurred in bringing the
inventories to their present location and condition.
1.07 Retirement Benefits
a. The company contributes to the employees provident fund maintained under the Employees Provident
Fund Scheme of the Central Government and the same is charged to Profit & Loss A/c.
31
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b.
Gratuity is a post employment benefit and is in the nature of defined benefit plan. The liability recognized
in the Balance Sheet in respect of Gratuity is the present value of the defined benefit obligation as at the
Balance Sheet date less the fair value of plan assets, together with adjustments for unrecognized
actuarial gains or losses. The defined benefit obligation is calculated at the balance sheet date on the
basis of actuarial valuation by the independent Actuary, using Projected Unit Cost Method (PUC). Actuarial
gains & losses arising from experience adjustments and changes in actuarial assumptions are recorded
in the statement of profit & loss in the year in which such gains or losses arise.
1.08 Insurance Claims
Insurance claims are accounted for at the time of lodging the claim with the Insurance company. In case
claim amount is greater than the book value of the assets lost/damaged, the accounting of claim is restricted
to the respective book values of the assets lost/damaged.
1.09 Taxation
Tax expense comprises of Current and Deferred Tax. Current Income Tax is measured at the amount expected
to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961.
Deferred Tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the
Balance Sheet date.
Deferred Tax is recognized, subject to the considerations of prudence, on timing differences, being the
difference between taxable income that originate in one period and are capable of reversal in one or more
subsequent periods.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which give futures economic benefits in
the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence
that the company will pay normal income tax. Accordingly, MAT is recognized as an asset in the Balance
Sheet when it is probable that future economic benefit associated with it will flow to the company.
1.10 Foreign Currency Transactions
All transactions in foreign currency are recorded at the rates of exchange prevailing on the dates when the
relevant transactions take place.
Monetary items in the form of Current Assets and Current Liabilities in foreign currency, outstanding at the
close of the year are converted in Indian Currency at the appropriate rates of exchange prevailing on the
date of the Balance Sheet. Resultant gain or loss is accounted during the year.
1.11 Contingent Liabilities
Provision in respect of present obligation arising out of past events are made in accounts when reliable
estimates can be made of the amount of the obligation. Contingent Liabilities, if material, are disclosed by
way of Notes to Accounts.
1.12 Miscellaneous Expenditure
Costs incurred in connection with raising capital are adjusted against the Securities Premium Account.
1.13 Borrowing costs attributable to acquisition or construction of qualifying assets are capitalized as part of the
cost of such assets up to the date when such asset is ready for its intended use. Other borrowing costs are
charged to the Profit & Loss A/c.
32
Let's Join Hands...
NOTE : 2
Notes to Accounts Forming Integral Part of the Balance Sheet As At 31st March, 2013
PARTICULARS
(Rs. in Lacs)
As At
31st March 2013
As At
31st March 2012
1600.00
1600.00
----------------------------------------------------------1600.00
-----------------------------------------------------------
--------------------------------------------------------1600.00
---------------------------------------------------------
1515.24
1515.24
Note : 2.01 Share Capital
A. AUTHORIZED SHARE CAPITAL
1,60,00,000 Equity Shares of Rs. 10/- each.
(Previous Year 1,60,00,000 Equity Shares of Rs. 10/- each)
ISSUED, SUBSCRIBED & PAID UP SHARE CAPITAL
1,51,52,370 Equity Shares of Rs. 10/- each, Fully Paid- Up
(Previous Year 1,51,52,370 Equity Shares of Rs. 10/- each)
------------------------------------------------------------------------------------------------------------------1515.24
1515.24
=========================================
========================================
The Company has only One Class of Equity Share having Par Value of Rs.10 Per Share and Each Shareholder
is eligible for One Vote Per Share.
Total
B. Reconciliation of Number of Equity Shares Outstanding at the beginning and at the end of the year
Number of Shares Outstanding as at the beginning of the year
15152370
15152370
Add : Number of Shares Issued during the year
Nil
Nil
------------------------------------------------------------------------------------------------------------------15152370
15152370
Less : Number of Shares Bought Back during the year
Nil
Nil
------------------------------------------------------------------------------------------------------------------Number of Shares Outstanding at the end of the year
15152370
15152370
------------------------------------------------------------------------------------------------------------------C. Details of Shares held by Shareholders having more than 5% of the aggregate shares in the company.
Aa At 31st March, 2013
No. of Shares
% of
Held Shareholding
Name of Shareholder
Sanjiv Agrawal
3413217
As At 31st March, 2012
No. of Shares
% of
Held Shareholding
22.53
3413217
22.53
D. Details of Shares alloted pertaining to following categories
Particulars
2011-12
2010-11
2009-10
2008-09
2007-08
NIL
NIL
NIL
2325626
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Fully paid up shares allotted in the last
five years pursuant to the scheme of
amalgamation without payment being
received in cash.
Fully paid up by way of Bonus Shares
Shares Bought Back
Note : 2.02 Reserves & Surplus
1. Securities Premium Reserve
Sub Total (A)
2. Surplus (Profit & Loss Account)
Balance Brought Forward From Previous Year
Add: Profit for the year
Sub Total (B)
Total (A+B)
33
3840.68
----------------------------------------------------------3840.68
=========================================
3840.68
--------------------------------------------------------3840.68
=======================================
871.93
489.78
----------------------------------------------------------1361.71
=========================================
----------------------------------------------------------5202.39
=========================================
594.80
277.13
--------------------------------------------------------871.93
========================================
--------------------------------------------------------4712.61
========================================
Let's Join Hands...
NOTE : 2
PARTICULARS
(Rs. in Lacs)
As At
31st March 2013
As At
31st March 2012
8.53
----------------------------------------------------------8.53
=========================================
8.49
--------------------------------------------------------8.49
=======================================
Note : 2.03 Long Term Borrowings
Secured
1. Term Loan
--- From Banks
Sub Total (A)
Nature of Security
Terms of Payment
1. Term Loan from PNB (Lead Bank) of Rs.8.53 Lacs
(Previous year Rs.11.59 Lacs) is secured by way
of hypothecation of Vehicle & aforementioned
Company's Assets
2. Term Loan from OBC (Member Bank) of Rs. Nil
(Previous Year Rs.8.42 Lacs) is secured
by way of hypothecation of Factory Land &
Building, Plant & Machinery and Other Moveable
Fixed Assets of the Company on first pari-passu
charge basis with Lead Bank, Personal Guarantee
of Directors of the Company viz.
Mr Sanjiv Agrawal, Mr. Rakesh Kumar Agrawal,
Mrs. Rajni Maheshwari, Corporate Guarantee of
M/s Ramdeo Polysters Pvt. Ltd. and additional
Personal Guarantee of Mr Rajeev Maheshwari.*
1. Repayable in Rs.0.26 Lacs monthly
installments commencing from April 2012.
Last installment due in March 2017. Rate of
interest @11.50% p.a.
2. Repayable in Rs. 2.65 Lacs quarterly
installments commencing from September
2007. Rate of interest @12.25% p.a.
*During the year Mr. Rakesh Kumar Agrawal & Mrs. Rajni Maheshwari resigned from the Board w.e.f. 03.12.2012.
Accordingly, their Personal Guarantee as Directors of the Company was replaced by Mr. Satya Narain Agrawal
being F/o Mr Sanjiv Agrawal. Due to death of Rajeev Maheshwari, his additional Personal Guarantee was replaced
by Mrs. Sangeeta Agrawal being W/o Mr Sanjiv Agrawal. The said replacement of gaurantees has been incorporated
with PNB & IDBI whereas other member banks being OBC, SBH & BOB were requested to document the said
change while processing the enhancement propsoal of the company.
Unsecured
1. Term Loan
- From Other Parties
700
0.76
------------------------------------------------------------------------------------------------------------------Sub Total (B)
700
0.76
------------------------------------------------------------------------------------------------------------------Total (A+B)
708.53
9.25
=========================================
========================================
Note : 2.04 Other Long Term Liabilities
1. Security Received from Distributors
Total
34
9.01
----------------------------------------------------------9.01
=========================================
7.01
--------------------------------------------------------7.01
========================================
Let's Join Hands...
NOTE : 2
PARTICULARS
(Rs. in Lacs)
As At
31st March 2013
As At
31st March 2012
21.06
----------------------------------------------------------21.06
=========================================
12.80
--------------------------------------------------------12.80
=======================================
6274.55
1.10
----------------------------------------------------------6275.65
=========================================
3370.22
16.06
--------------------------------------------------------3386.28
=======================================
Note : 2.05 Long Term Provisions
1. Retirement Benefits
Total
Note : 2.06 Short Term Borrowings
Secured
1. Loan Repayable on Demand
--- From Banks
2. Current Liabilities of Long Term Debt (Due within a year)
Sub Total (A)
Cash Credit Limit from PNB (Lead Bank) of Rs.2285.99 Lacs (Previous Year Rs.1241.67 Lacs) with other Member
Banks viz. OBC of Rs.1527.13 Lacs (Previous Year Rs.776.50 Lacs), IDBI Bank of Rs.1147.14 Lacs including PC
Limit of Rs.145.97 Lacs (Previous Year - Rs.951.99 Lacs including PC Limit of Rs.76.00 Lacs), State Bank of
Hyderabad of Rs.644.76 Lacs (Previous Year Rs.400.06 Lacs) and Bank of Baroda of Rs.669.53 Lacs (Previous
Year - Nil), is secured by way of hypothecation of Current Assets both Current & Future, Factory Land & Building,
Plant & Machinery and Other Movable Fixed Assets of the Company on first pari-passu charge basis with PNB
(Lead Bank) and Other Consortium Member Banks. Personal Guarantee of Directors of the Company viz. Mr Sanjiv
Agrawal, Mr. Rakesh Kumar Agrawal, Mrs. Rajni Maheshwari, Corporate Guarantee of M/s Ramdeo Polysters Pvt.
Ltd. and additional Personal Guarantee of Mr Rajeev Maheshwari.*
change while processing the enhancement propsoal of the company.
Unsecured
1. Loan Repayable on Demand
--- From Other Parties
Sub Total (B)
Total (A+B)
0.00
----------------------------------------------------------0.00
=========================================
----------------------------------------------------------6275.65
=========================================
23.62
----------------------------23.62
========================================
----------------------------3409.90
========================================
88.90
4407.82
----------------------------------------------------------4496.72
=========================================
1482.48
1985.00
----------------------------3467.48
========================================
25.88
42.25
75.93
56.10
160.46
----------------------------------------------------------360.62
=========================================
9.62
14.67
34.20
28.89
59.91
----------------------------147.29
========================================
141.59
----------------------------------------------------------141.59
=========================================
81.26
----------------------------81.26
========================================
Note : 2.07 Trade Payables
Micro, Small and Medium Enterprises
Others
Total
Note : 2.08 Other Current Liabilities
Statutory Dues
Employee Expenses
Creditors for Other Expenses
Creditors for Capital Goods
Advance from Customers
Total
Note :2.09 Short Term Provisions
Provision for Taxation
Total
35
Let's Join Hands...
36
III
1409.87
1409.87
TOTAL
0.00
TOTAL
474.92
474.92
0.00
0.00
0.00
Capital Work-in-Progress
CWIP (including Advance against
Capital Goods)
1925.96
2121.14
0.00
443.52
1195.40
0.00
13.86
9.65
59.39
1.67
14.53
12.88
91.76
0.35
74.23
0.06
0.12
0.00
8.54
ADDITION
DURING THE
YEAR
1881.61
1881.61
0.00
0.00
8.70
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
8.70
DEDUCTION
DURING THE
YEAR
GROSS BLOCK
Intangible Assets
TOTAL
II
261.24
387.91
1345.80
12.98
4.18
1.12
1.74
2.02
1.16
1.25
7.12
1.83
19.14
2.43
0.57
7.48
63.17
Tangible Assets
Land
Factory Building
Plant and Machinery
Generator
Computer
Office Equipments
Furnitures & Fixtures
Weighing Scales
Air Conditioners
Fire Extinguishers
Electric Installation
Mobile Phones
Lab Equipments
Invertor & Batteries
Fan, Exhaust & Cooler
Transformers
Vehicles
I.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
AS ON
01.04.2012
PARTICULARS
S.
No.
NOTE : 2.10 Fixed Assets
3.18
3.18
0.00
0.00
4038.40
261.24
831.43
2541.20
12.98
18.04
10.77
61.13
3.69
15.69
14.13
98.88
2.18
93.37
2.49
0.69
7.48
63.01
AS ON
31.03.2013
0.00
0.00
0.00
0.00
58.50
0.00
9.35
24.16
0.69
0.63
0.11
0.16
0.05
0.00
0.13
0.54
0.69
1.90
0.07
0.02
0.17
19.83
AS ON
01.04.2012
0.00
0.00
0.00
0.00
143.07
0.00
21.95
101.83
0.62
2.22
0.28
2.46
0.17
0.50
0.38
2.77
0.10
3.29
0.12
0.03
0.36
5.99
0.00
0.00
0.00
0.00
2.61
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
2.61
DEDUCTION
DURING THE
YEAR
DEPRECIATION
ADDITION
DURING THE
YEAR
0.00
0.00
0.00
0.00
198.96
0.00
31.30
125.99
1.31
2.85
0.39
2.62
0.22
0.50
0.51
3.31
0.79
5.19
0.19
0.05
0.53
23.21
AS ON
31.03.2013
YEAR
3.18
3.18
0.00
0.00
3839.44
261.24
800.13
2415.21
11.67
15.19
10.38
58.51
3.47
15.19
13.62
95.57
1.39
88.18
2.30
0.64
6.95
39.80
WDV AS ON
31.03.2013
1409.87
1409.87
0.00
0.00
2062.64
261.24
378.56
1321.64
12.29
3.55
1.01
1.58
1.97
1.16
1.12
6.58
1.14
17.24
2.36
0.55
7.31
43.34
WDV AS ON
31.03.2012
NET BLOCK
(Rs. in Lacs)
Let's Join Hands...
NOTE : 2
PARTICULARS
(Rs. in Lacs)
As At
31st March 2013
As At
31st March 2012
26.95
----------------------------------------------------------26.95
=========================================
0.00
--------------------------------------------------------0.00
========================================
16.79
0.00
0.00
----------------------------------------------------------16.79
=========================================
16.46
0.00
0.00
--------------------------------------------------------16.46
========================================
136.54
----------------------------------------------------------136.54
=========================================
0.00
--------------------------------------------------------0.00
========================================
3035.90
62.86
2050.06
----------------------------------------------------------5148.82
=========================================
1963.23
5.04
1854.26
--------------------------------------------------------3822.53
========================================
0.00
181.11
0.00
0.00
170.03
0.00
0.00
8265.47
0.00
----------------------------------------------------------8446.58
=========================================
0.00
4821.37
0.00
--------------------------------------------------------4991.40
========================================
4.15
----------------------------------------------------------4.15
=========================================
8.01
--------------------------------------------------------8.01
========================================
Note : 2.11 Non Current Investments
Investment in Wholly Owned Foreign Subsidiary Tirupati Inks World Wide FZE
Total
Note : 2.12 Long Term Loans and Advances
I.
Security Deposits
a. Secured, Considered Good
Misc. Deposits
b. Unsecured, Considered Good
c. Doubtful
Total
Note : 2.13 Other Non Current Assets
1. MAT Credit Entitlement
Total
Note : 2.14 Inventories
1. Raw Materials*
2. Work-in-Progress
3. Finished Goods/Stock-in-Trade
Total (A)
* Includes Goods in Transit of Rs.39.07 Lacs
Note : 2.15 Trade Receivables
1. Outstanding for more than six months
c. Doubtful
2. Others
c. Doubtful
Total
Note : 2.16 Cash & Cash Equivalents
1. Cash-in-Hand
Cash-in-Hand
Total
37
Let's Join Hands...
NOTE : 2
PARTICULARS
(Rs. in Lacs)
As At
31st March 2013
As At
31st March 2012
22.81
20.54
440.17
44.23
----------------------------------------------------------507.21
----------------------------------------------------------511.36
=========================================
301.71
22.91
--------------------------------------------------------345.16
--------------------------------------------------------353.17
========================================
19.03
2.95
283.41
8.98
1.95
2.56
556.42
----------------------------------------------------------875.30
=========================================
56.73
2.45
113.51
5.96
13.77
19.24
556.42
--------------------------------------------------------768.08
=======================================
19352.11
3458.54
132.60
----------------------------------------------------------22943.25
=========================================
15101.52
407.59
55.29
--------------------------------------------------------15564.40
========================================
29.71
0.92
28.56
----------------------------------------------------------59.19
=========================================
24.91
8.99
6.87
--------------------------------------------------------40.77
========================================
20512.47
----------------------------------------------------------20512.47
=========================================
15098.37
--------------------------------------------------------15098.37
========================================
Note : 2.16 Cash & Cash Equivalents Cont...
2. Bank Balances
Balance with Scheduled Banks
FDR's with Banks held as Margin Money or
Security against the Gaurantees and L/C
Interest Accrued on FDR's
Sub Total (B)
Total (A + B]
Note : 2.17 Short Terms Loans and Advances
Advance to Suppliers
TDS Receivables
Balance With Revenue Authorities ( Indirect Taxes)
Prepaid Expenses
Advance to Staff
Advances Others
Insurance Claim Receivable
Total
Note : 2.18 Revenue from Operations
1. Domestic Sales
2. Export Sales
3. Add : Excise Duty
Total
Note : 2.19 Other Income
1. Interest on FDR's
2. Gain in Exchange Fluctuation (Net)
3. Other Receipts
Total
Note : 2.20 Purchases/Consumption
1. Purchases/Consumption*
Total
* The Company offers Printing Solutions with bundled product sales both with & without processing and hence purchases
of Traded Goods cannot be ascertained seperately
Note : 2.21 Manufacturing Cost
1.
2.
3.
4.
5.
6.
38
Wages
Power & Fuel
Freight & Forwarding Expenses
Godown Rent
Excise Duty Paid
Other Expenses
Total
36.29
50.50
35.38
8.44
149.15
12.53
----------------------------------------------------------292.29
=========================================
10.37
15.33
33.26
5.76
58.44
3.29
--------------------------------------------------------126.45
========================================
Let's Join Hands...
NOTE : 2
Notes to Accounts Forming Integral Part of Profit & Loss Account for the Year Ended 31st March, 2013
PARTICULARS
(Rs. in Lacs)
Year Ended
31st March 2012
Year Ended
31st March 2013
Note :2.22 (Increase)/Decrease in Finished Goods, WIP & Stock in Trade
1. Opening Stock
a. Finished Goods/Stock in Trade
b. Work in Progress
2. Closing Stock
a. Finished Goods/Stock in Trade
b. Work in Progress
Total
Note : 2.23 Employee Benefit Expenses
1.
2.
3.
4.
Salaries, Bonus, PF & ESIC
Director's Remuneration
Staff Welfare
Other Expenses
Total
1854.26
5.04
1067.18
0.00
2050.06
62.86
----------------------------------------(253.62)
=========================================
1854.26
5.04
-----------------------------------------------(792.12)
========================================
361.00
35.16
10.57
12.26
-----------------------------418.99
=========================================
85.50
19.19
4.69
1.22
--------------------------------------------------------110.60
========================================
700.80
191.63
-----------------------------892.43
=========================================
373.27
131.79
--------------------------------------------------------505.06
========================================
143.07
-----------------------------143.07
=========================================
23.61
--------------------------------------------------------23.61
========================================
6.79
50.93
26.98
4.00
11.10
43.43
2.88
5.70
1.70
9.61
10.59
5.44
11.05
1.61
0.40
13.62
0.23
0.00
0.70
6.85
4.71
17.54
40.70
2.39
4.91
2.34
2.94
-----------------------------289.14
=========================================
5.48
30.07
11.89
4.53
6.62
13.78
1.54
3.36
0.80
6.34
5.32
0.00
3.15
1.67
0.64
7.86
0.19
0.87
0.66
2.10
1.58
13.69
5.78
4.63
7.06
0.00
0.92
----------------------------140.53
========================================
Note : 2.24 Finance Costs
1. Interest Expenses
2. Other Borrowing Costs
Total
Note : 2.25 Depreciation & Amortisation Expenses
1. Depreciation
Total
Note : 2.26 Other Expenses
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
Telephone Expenses
Travelling & Conveyance Expenses
Foreign Travelling Expenses
Repair & Maintenance Expenses
Insurance Expenses
Legal and Professional Charges
Postage & Telegram Expenses
Printing & Stationery Expenses
Auditor's Remuneration
Rent, Rates & Taxes
Rebate & Discounts
R & D Expenses
Business Promotion Expenses
Advertisement & Publicity Expenses
Electricity Expenses
Vehicles Running and Maintenance Expenses
Director's Sitting Fees
ECGC Premium Expenses
Listing Fees
Fees and Subscription
Security Expesnes
Freight & Cartage (Outward)
Clearing & Forwarding Expenses
Sample Expenses
Office Expenses
Loss on Sale of Car
Prior Period Expenses
Total
39
Let's Join Hands...
NOTE : 2
2.27 During the financial year the company incorporated a Free Zone Establishment, a wholly owned foreign
subsidiary named "TIRUPATI INKS WORLD WIDE FZE" at United Arab Emirates on 14th May 2012.
Transactions with the foreign subsidiary included in the financial statements as on 31.03.2013 are as follows:(Rs. in Lacs)
Particulars
Expenses Receivable
Investment in Equity
Opening Balance
as at 01.04.2012
NIL
NIL
Transactions
during the year
Dr.
Cr.
3.97
26.95
1.65
0.00
Closing
Balanceas at
31.03.2013
2.32
26.95
2.28 Short Term Loans & Advances include a sum of Rs. 556.42 Lacs being book value of assets lost/damaged in
the at Company's Kanpur unit. The insurance claim is under process and is likely to be settled shortly. The
difference, if any, being contingent in nature, will be adjusted at the time of settlement of insurance claim.
2.29 During the year, Mr. Rakesh Kumar Agrawal and Mrs. Rajni Maheshwari being Whole Time Directors & Mr. Ram
Prakash Gupta, being Independent Director resigned from the Board of the company w.e.f. 3rd December,
2012.
Mr. Satya Narain Agrawal, a Commerce Law Graduate and a Fellow Company Secretary was appointed as a
promoter director of the company during the year.
2.30 Provision for taxation of Rs. 141.59. Lacs for the financial year 2012-13 represents Income Tax computed as
per MAT prescribed under the Income Tax Act, 1961.
2.31 Disclosures required under section 22 of the Micro, Small and Medium Enterprise Development Act, 2006.
(Rs. in Lacs)
S No. Particulars
For the Year Ended
31.03.2013
31.03.2012
i)
Principal amount remaining unpaid to any
supplier as at the end of the accounting year.
88.90
1482.48
ii)
Interest due thereon remaining unpaid to any
supplier as at the end of the accounting year.
NIL
NIL
iii)
The amount of interest paid along with the
amounts of the payment made to the supplier
beyond the appointed day
NIL
NIL
iv)
The amount of interest due and payable for the year.
NIL
NIL
v)
The amount of interest accrued and remaining
unpaid at the end of the Accounting year.
NIL
NIL
The amount of further interest due and payable even
in the succeeding year, until such date when
the interest dues as above are actually paid.
NIL
NIL
vi)
Note:The above information regarding Micro Small & Medium Enterprises has been determined to the extent
such parties have been identified on the basis of information available with the company. This has been
relied upon by the auditor.
2.32 Remuneration paid / payable to Managing Director and Whole Time Directors.
Particulars
Director’s Remuneration
40
Year Ended
31st March, 2013
35.16
(Rs. in Lacs)
Year Ended
31st March, 2012
19.19
Let's Join Hands...
2.33 Remuneration paid / payable to Auditors
Particulars
Statutory Audit Fees
Tax Audit Fees
(Rs. in Lacs)
Year Ended
31st March, 2013
1.50
0.20
Year Ended
31st March, 2012
0.65
0.15
2.34 In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated, if
realized, in the ordinary course of business.
2.35 Deferred Taxation
Particulars
(Rs in lacs)
Year Ended
31st March, 2013
Year Ended
31st March, 2012
276.83
61.31
0.00
0.00
02.68
0.00
274.15
61.31
Computation of Deferred Tax Assets / Liabilities
Deferred Tax Liabilities on account of Depreciation
Difference
Less : Deferred Tax Assets on Account of Disallowances
under Income Tax Act, 1961
Deferred Tax Assets on Account of Provision for Gratuity.
Net Deferred Tax Liabilities
2.36
41
Related Party Disclosures for the Year Ended 31-03-2013 (as certified by the management)
1
Key Management Personnel
Mr. Sanjiv Agrawal
Mr. Rakesh Kumar Agrawal
Mrs. Rajni Maheshwari
2
Relative of Key Management Personnel
NIL
3
Enterprises that directly/indirectly through one or
more intermediaries control or controlled by, or under
common control with, the company.
NIL
4
Associate Company
NIL
5
Wholly Owned Foreign Subsidiary
Tirupati Inks World Wide FZE UAE
6
Members or their relatives having significant influence
over the Company by having an interest in the voting
power of the company
NIL
7
Enterprises in which substantial interest in the
voting power is owned directly/indirectly by key
management personnel or their relatives including
directors and senior management of the company.
Ramdeo Polysters Pvt. Ltd.
Let's Join Hands...
Details of Transaction with the Related Parties
Particulars
Rent Paid
2.37
KMP* Relative of
KMP*
Enterprises
where
Control
Exit
(Rs in lacs)
Associate Foreign
Company Subsidiary
NIL
NIL
NIL
NIL
NIL
NIL
0.60
Remuneration
35.16
NIL
NIL
NIL
NIL
NIL
NIL
Expenditure
Towards
Incorporation
NIL
NIL
NIL
NIL
3.97
NIL
NIL
Investment in
Equity
NIL
NIL
NIL
NIL
26.95
NIL
NIL
Unsecured
NIL
NIL
Loan Received
*Key Management Personnel
NIL
NIL
NIL
NIL
700.00
DEFINED BENEFIT PLANS
Particulars
Discount Rate
Rate of increase in Compensation levels
Rate of Return on Plan Assets
I
Members or Enterprises
their Relatives in which
having
substantial
significant
interest
influence
As At 31.03.2013
Leave
Encashment
8.00 %
10.00 %
–
Gratuity
8.00 %
10.00 %
–
TABLE SHOWING CHANGES IN PRESENT VALUE OF OBLIGATIONS DURING THE PERIOD
Present Value of Obligation as at the beginning of the period
Acquisition adjustment
Interest Cost
Past Service Cost
Current Service Cost
Curtailment Cost / (Credit)
4,47,680
5,50,314
–
–
35,814
35,814
–
–
42,049
3,63,006
–
–
Settlement Cost / (Credit)
–
–
Benefit Paid
–
–
Actuarial (Gain)/ Loss on obligations
(80,856)
3,18,427
Present Value of Obligation as at the end of the period
8,30,687
12,75,772
II. TABLE SHOWING CHANGES IN THE FAIR VALUE OF PLAN ASSETS DURING THE PERIOD
42
Fair Value of Plan Assets at the beginning of the period
–
–
Acquisition Adjustments
–
–
Expected Return on Plan Assets
–
–
Contributions
–
–
Benefits Paid
–
–
Actuarial Gain /( Loss) on Plan Assets
–
–
Fair Value of Plan Assets at the end of the period
–
–
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III. TABLE SHOWING FAIR VALUE OF PLAN ASSESTS
–
–
–
–
Actual Return on Plan Assets
–
–
Contributions
–
–
Benefits Paid
–
–
Fair value of plan assets at the end of period
–
–
(8,30,687)
(12,75,772)
–
–
80,856
(3,18,427)
–
–
Total (Gain) / Loss for the period
(80,856)
3,18,427
Actuarial (Gain) / Loss recognized in the period
(80,856)
3,18,427
–
–
Funded Status
Excess of actual over estimated return on plan assets
IV. ACTUARIAL GAIN / LOSS RECOGNIZED FOR THE PERIOD
Actuarial Gain/(Loss) for the period - Obligation
Actuarial (Gain)/Loss for the period - Plan Assets
Unrecognized actuarial (Gains) / Losses at the end of period
V. THE AMOUNTS TO BE RECOGNIZED IN BALANCE SHEET STATEMENTS OF PROFIT AND LOSS
Fair Value of Plan Assets as at the end of the period
Funded Status
Unrecognized Actuarial (Gains) / Losses
Unrecognized Past Service Cost (Non Vested Benefits)
Net Liability Recognized in Balance Sheet
8,30,687
12,75,772
–
–
(8,30,687)
(12,75,772)
–
–
NA
–
8,30,687
12,75,772
VI. EXPENSE RECOGNIZED IN THE STATEMENT OF PROFIT AND LOSS FOR THE PERIOD
4,28,049
3,63,006
–
–
35,814
44,025
–
–
–
–
–
–
Net actuarial (Gain)/ Loss recognized in the period
(80,856)
3,18,427
Expenses Recognized in the statement of Profit & Loss
3,83,007
7,25,458
8,30,687
12,75,772
–
–
(8,30,687)
(12,75,772)
88,882
(3,18,427)
–
–
Past Service Cost
Interest Cost
VII. AMOUNT FOR THE CURRENT PERIOD
Present Value of Obligation
Plan Assets
Surplus (Deficit)
Experience adjustments on plan liabilities - (Loss)/Gain
Experience adjustments on plan assets - (Loss)/Gain
43
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VIII. RECONCILIATION STATEMENT OF EXPENSE IN THE STATEMENT OF PROFIT AND LOSS
Present value of obligation as at the end of period
8,30,687
12,75,772
Present value of obligation as at the beginning of the period
(4,47,680)
(5,50,314)
Benefits paid:
(4,30,687)
(12,75,772)
Directly paid by the enterprise
–
–
(ii) Payment made out of the fund
–
–
Actual return on plan assets
–
–
3,83,007
7,25,458
(i)
Expenses recognized in the statement of profit & loss
IX.
MOVEMENT IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET
Opening Net Liability
4,47,680
5,50,314
Expenses as above
3,83,007
7,25,458
Benefits paid directly by the enterprise
–
–
Contributions Paid into the Fund
–
–
8,30,687
12,75,772
Closing Net Liability
2.38
Earning Per Share
Particulars
Earning Per Share
Profit After Tax
Weighted Average No. of Equity Shares
Basic EPS
Diluted EPS
2.39
a.
b.
c.
Year Ended
31st March, 2013
Year Ended
31st March, 2012
489.78
15152370
3.23
3.23
277.13
15152370
1.83
1.83
CONTINGENT LIABILITIES AND COMMITMENTS
Contingent liabilities not provided for in respect of
Letter of Credit issued to parties by banks on our behalf
towards which materials are not received till 31.03.2013
: Rs. 74.59 Lacs
Excise matter under Appeal at Commissioner Appeals
Demand
: Rs. 3.66 Lacs
Penalty
: Rs. 5.51 Lacs
The Company has imported Plant & Machinery under Export Promotion Capital Goods Scheme (EPCG),
where under the company is required to fulfill export obligation amounting to Rs 3512.60 lacs on FOB
basis within six years from the date of issue of authorization i.e. 09.08.2011. The liability amounting to
Rs.585.43 Lacs on account of Custom Duty may arise along with interest in the event of non fulfillment of
the export obligation.
2.40
The company has provided Excise Duty of Rs. 15.76 Lacs (Previous Year Rs. 0.97 Lacs) on the finished
goods lying in the premises as on the Balance Sheet date and included in the inventory value.
2.41
Additional Information, where applicable, pursuant to the provisions of Schedule VI of the Companies Act
1956, is as under:A. Licensed Capacity
The Company is not required to obtain License under the Industrial Development & Regulation Act,
1951 as informed by the management; therefore the said details are not applicable.
B. Installed Capacity
(Printing Inks & Allied Products)
Greater Noida Unit
*25200 MT P.A.
Jammu Unit
*2520 MT P.A.
Total
27720 MT P.A.
44
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*Installed Capacity has been ascertained on a presumed product mix and is variable with the change
in product mix, in view of the fact that different varieties of products are produced using different
machines and different time cycles. This capacity is on the basis of Triple shift working as certified by
the management and being a technical matter, relied upon by the auditor without verification.
C. Statement of Finished Goods
(Rs. In Lacs)
S.No. Particulars
1
Printing Inks & Allied Products
M.T.
Amount (Rs.)
Opening
Stock as
on 01.04.2012
Purchase/
Production
Sales
Closing
Stock as on
31.03.2013
850.020
1854.26
8178.900
8045.810
22943.25
983.110
2050.06
D. Raw Materials Consumed / Purchases
Particulars
Chemicals
Pigments & Dyes
Resins
Packing Materials
Printing Inks
Additives
Total
(Rs. in Lacs)
st
Year Ended 31 March, 2013
Unit
Qty
Amt
MT
2240.190
3125.16
MT
156.820
391.40
MT
1668.690
5130.41
–
47.71
MT
4248.910
11774.06
MT
15.700
43.73
20512.47
E. Value of Imported & Indigenous Raw Material Consumed / Purchases and Percentage with Total
Consumption
(Rs. in Lacs)
Particulars
Imported
Indigenous
TOTAL
Year Ended 31st March, 2013
%
Amount
4.05
831.28
95.95
19681.19
100.00
20512.47
F. Expenditure in Foreign Currency (on payment basis)
Particulars
Travelling Expenses
G. Earnings in Foreign Currency
Particulars
(Rs. in Lacs)
Year Ended 31st March, 2013
7.25
3.48
(Rs. in Lacs)
st
F.O.B Value on Sales
45
3373.77
H.
Amount remitted during the year in foreign currency on account of dividends and number of
non – resident Shareholders - NIL
I.
Value of Imports Calculated on CIF basis by the Company during the financial year in respect of:
(Rs. in Lacs)
Particulars
Amount
Raw Material
1146.21
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2.42 SEGMENT REPORTING:Based on the guidelines of Accounting Standards on Segment Reporting (AS-17) issued by The Institute of
Chartered Accountants of India, the Company's primary business segment is only Printing Inks & Allied
Products and hence segment reporting under this head is not applicable. The secondary segment i.e.
Geographical Segment is also not applicable since the Company's operations are situated in one geographical
area i.e. India
2.43 Balances of some of the Trade Receivables, Trade Payables, Loans & Advances are subject to reconciliation/
confirmation from the respective parties. The Management does not expect any material differences affecting
the financial statements for the year.
2.44 The details pertaining to the deployment of funds for Rs. 5150.00 Lacs up to 31st March 2013, raised from
Further Public Offer (FPO) of the company during September, 2010 is as follows:(Rs. in Lacs)
S. No. Particulars
1.
2.
3.
4.
5.
6.
Prospectus
Setting up of facility for manufacturing of Specialty Inks & Ink Concentrates
Capital Expenditure on Lab Equipments for existing facilities
Proposed Acquisitions
Augmenting Working Capital Resources
General Corporate Purposes
Meeting the expenses of the Issue
2425.00
25.00
500.00
1400.00
500.00
300.00
As At
31.03.2012
*3800.81
11.52
00.00
1162.02
00.00
175.65
*The Board of the company at its meeting held on 23.08.2011 decided that instead of investing Rs. 500.00
Lacs each earmarked for Acquisitions and General Corporate Purposes, the company shall invest these
amounts on its Capacity Expansion to include more machines for the purpose of creating larger capacities
at its Greater Noida Unit. This decision of the Board was subsequently approved by the Shareholders by
means of passing a Special Resolution at the Annual General Meeting of the company held on 27.09.2011.
2.45 Closing Stock of Inventories includes Goods in Transit of Raw Materials of Rs. 39.07 Lacs
2.46 The Previous Year figures have been regrouped wherever considered necessary to confirm with the previous
year's classification.
2.47 All the figures have been rounded off to the nearest lacs of rupees.
(CA Sudhir Kapoor)
Partner
Place : Delhi
46
(Sanjiv Agrawal)
Whole Time Director
(Rajiv Kapoor)
(Garima Vishnoi)
Company Secretary
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CONSOLIDATED
FINANCIAL
STATEMENT
AND NOTES
47
CONSOLIDATED FINANCIAL STATEMENTS
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AUDITOR'S REPORT
The Board Members
Tirupati Inks Limited.
We have audited the attached Consolidated Balance Sheet of Tirupati Inks Limited ("the Company") and its only
wholly owned foreign subsidiary hereinafter referred to as the "Group" as at 31st March, 2013, the related
Consolidated Profit & Loss Account for the year ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the responsibility of the Company's Management and have
been prepared by the Management on the basis of separate financial statements and other financial information
regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
We did not audit the financial statements of the wholly owned foreign subsidiary included in the consolidated financial statements, which constitute Total Assets of Rs. 1525.41 Lacs as at 31st March, 2013, Total Revenue of Rs.
3712.16 Lacs and Net Profit of Rs. 361.22 Lacs for the year ended. These financial statements and other financial
information have been audited by the other auditor whose report have been furnished to us, and our opinion on the
consolidated financial statements to the extent they have been derived from such financial statements is based
solely on the report of such other auditor.
We report that the consolidated financial statements have been prepared by the Company's Management in
accordance with the requirements of Accounting Standards (AS) 21 - Consolidated Financial Statements.
Based on our audit and on consideration of reports of other auditor on separate financial statements and on the
other financial information of the components(s) of the Group as referred above and to the best of our information
and according to the explanations given to us, in our opinion, the attached consolidated financial statements give a
true and fair view in conformity with the accounting principles generally accepted in India:
(a)
In case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2013
(b) In case of the Consolidated of Profit & Loss of the profit of the Group for the year ended on that date.
For Shashi Dinesh & Co.
Firm's Regn No. 004975C
Place : Delhi
Dated : 30th May, 2013
48
Sudhir Kapoor
(Partner)
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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2013
(Rs. in Lacs)
PARTICULARS
As At
31st March 2013
Note No.
EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital
(b) Reserves and Surplus
(2) Non-Current Liabilities
(a) Long Term Borrowings
(b) Deferred Tax Liabilities (Net)
(c) Other Long Term Liabilities
(d) Long Term Provisions
(3) Current Liabilities
(a) Short-Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-Term Provisions
2.01
2.02
1515.24
5563.97
2.03
708.53
274.15
9.01
21.06
2.04
2.05
2.06
2.07
2.08
2.09
6275.65
5626.06
365.96
141.59
--------------------------------------------------------20501.22
========================================
Trotal Equity and Liabilities
II. ASSETS
(1) Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(Goodwill on Consolidation)
(iii) Capital Work-in Progress
(b) Long Term Loans and Advances
(c) Other Non Current Assets
(2) Current Assets
(a) Inventories
(b) Trade Receivables
(c) Cash and Cash Equivalents
(d) Short-Term Loans and Advances
2.10
3839.44
0.11
3.18
16.79
139.30
2.11
2.12
2.13
2.14
2.15
2.16
5373.45
9695.32
540.09
893.54
--------------------------------------------------------20501.22
========================================
Total Assets
Notes to Accounts
1
2
(CA Sudhir Kapoor)
Partner
(Sanjiv Agrawal)
Whole Time Director
(Rajiv Kapoor)
(Garima Vishnoi)
Company Secretary
Place : Delhi
49
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CONSOLIDATED MANUFACTURING, TRADING AND PROFIT & LOSS ACCOUNT
FOR THE YEAR ENDED ON 31ST MARCH, 2013
(Rs. in Lacs)
PARTICULARS
Year Ended
31st March 2013
Note No.
I
Revenue from Operations
2.17
26655.41
II
Other Income
2.18
59.19
--------------------------------------------------------26714.60
========================================
Purchases/Consumption
2.19
23969.17
Manufacturing Cost
2.20
292.29
(Increase)/Decrease in F.G., WIP & Stock in Trade
2.21
(478.25)
Employee Benefit Expenses
2.22
462.71
Finance Costs
2.23
892.59
Depreciation and Amortisation Expenses
2.24
143.07
Other Expenses
2.25
364.13
--------------------------------------------------------25645.71
========================================
1068.89
Total Revenue
III Expenses:
Total Expenses
IV Profit/(Loss) Before Tax
V
Tax Expense:
Current Tax
141.59
MAT Credit
136.54
--------------------------------------------------------5.05
Net Current Tax
Deferred Tax
212.84
--------------------------------------------------------217.89
--------------------------------------------------------851.00
========================================
VI Profit/(Loss) After Tax
VII Earning Per Equity Share:
Basic (Rs.)
5.62
Diluted (Rs.)
5.62
1
Notes to Accounts
2
(CA Sudhir Kapoor)
Partner
(Sanjiv Agrawal)
Whole Time Director
(Rajiv Kapoor)
(Garima Vishnoi)
Company Secretary
Place : Delhi
50
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NOTE : 2
Notes to Accounts Forming Integral Part of the Consolidated Balance Sheet As At 31st March, 2013
(Rs. in Lacs)
As At
31st March 2013
PARTICULARS
Note : 2.01 Share Capital
A
AUTHORIZED SHARE CAPITAL
1,60,00,000 Equity Shares of Rs. 10/- each.
1600.00
1600.00
ISSUED, SUBSCRIBED & PAID UP SHARE CAPITAL
1,51,52,370 Equity Shares of Rs. 10/- each, Fully Paid- Up
Total
The Company has only One Class of Equity Share having
Par Value of Rs.10 Per Share and Each Shareholder is
eligible for One Vote Per Share.
B
1515.24
1515.24
Details of Shares held by Shareholders having more than 5% of the aggregate shares in the company.
Name of Shareholder
As At 31st March, 2013
No. of Shares Held
% of Shareholding
3413217
22.53
Sanjiv Agrawal
Note : 2.02 Reserves & Surplus
1
2
Securities Premium Reserve
3840.68
Sub Total (A)
3840.68
Surplus (Profit & Loss Account)
Balance Brought Forward From Previous Year
871.93
Add: Profit for the year
851.00
Sub Total (B)
3
1722.93
Foreign Currency Translation Reserve
Foreign Currency Translation Reserve
0.36
Sub Total (C)
0.36
Total (A+B+C)
5563.97
Note : 2.03 Long Term Borrowings
Secured
1
51
Term Loan
- From Banks
8.53
Sub Total (A)
8.53
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NOTE : 2
(Rs. in Lacs)
As At
31st March 2013
PARTICULARS
Nature of Security
1. Term Loan from PNB (Lead Bank) of Rs.8.53 Lacs (Previous
year Rs.11.59 Lacs) is secured by way of hypothecation of
Vehicle & aforementioned Company's Assets
2. Term Loan from OBC (Member Bank) of Rs. Nil (Previous
Year Rs.8.42 Lacs) is secured by way of hypothecation
of Factory Land & Building, Plant & Machinery and Other
Moveable Fixed Assets of the Company on first paripassu charge basis with Lead Bank, Personal Guarantee
of Directors of the Company viz. Mr Sanjiv Agrawal, Mr.
Rakesh Kumar Agrawal, Mrs. Rajni Maheshwari,
Corporate Guarantee of M/s Ramdeo Polysters Pvt. Ltd.
and additional Personal Guarantee of Mr Rajeev
Maheshwari.*
Terms of Payment
Repayable in Rs.0.26 Lacs monthly installments
commencing from April 2012. Last installment due in
March 2017. Rate of interest @11.50% p.a.
Repayable in Rs.2.65 Lacs quarterly installments
commencing from September 2007. Rate of interest
@12.25% p.a.
change while processing the enhancement propsoal of the Company.
Unsecured
1
Term Loan
Sub Total (B)
Total (A+B)
700.00
700.00
----------------------------708.53
========================================
Note : 2.04 Other Long Term Liabilities
1
Security Received from Distributors
9.01
---------------------------------------------------------
Total
9.01
========================================
Note : 2.05 Long Term Provisions
1
Retirement Benefits
Total
21.06
---------------------------------------------------------
21.06
========================================
Note : 2.06 Short Term Borrowings
Secured
1
Loan Repayable on Demand
- From Banks
2
Current Liabilities of Long Term Debt (Due within a year)
Sub Total (A)
6274.55
1.10
---------------------------------------------------------
6275.65
========================================
52
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NOTE : 2
(Rs. in Lacs)
PARTICULARS
As At
31st March 2013
Cash Credit Limit from PNB (Lead Bank) of Rs.2285.99 Lacs (Previous Year Rs.1241.67 Lacs) with other Member
Banks viz. OBC of Rs.1527.13 Lacs (Previous Year Rs.776.50 Lacs), IDBI Bank of Rs.1147.14 Lacs including PC
Limit of Rs.145.97 Lacs (Previous Year - Rs.951.99 Lacs including PC Limit of Rs.76.00 Lacs), State Bank of
Hyderabad of Rs.644.76 Lacs (Previous Year Rs.400.06 Lacs) and Bank of Baroda of Rs.669.53 Lacs (Previous
Year - Nil), is secured by way of hypothecation of Current Assets both Current & Future, Factory Land & Building,
Plant & Machinery and Other Movable Fixed Assets of the Company on first pari-passu charge basis with PNB
(Lead Bank) and Other Consortium Member Banks. Personal Guarantee of Directors of the Company viz. Mr Sanjiv
Agrawal, Mr. Rakesh Kumar Agrawal, Mrs. Rajni Maheshwari, Corporate Guarantee of M/s Ramdeo Polysters Pvt.
Ltd. and additional Personal Guarantee of Mr Rajeev Maheshwari.*
change while processing the enhancement propsoal of the Company.
Unsecured
1
Loan Repayable on Demand
0.00
----------------------------Sub Total (B)
0.00
----------------------------Total (A+B)
6275.65
========================================
Note : 2.07 Trade Payables
Micro, Small and Medium Enterprises
Others
Total
88.90
5537.16
----------------------------5626.06
========================================
Note : 2.08 Other Current Liabilities
Statutory Dues
Employee Expenses
Creditors for Other Expenses
Creditors for Capital Goods
Advance from Customers
Total
25.88
42.25
81.27
56.10
160.46
----------------------------365.96
========================================
Note : 2.09 Short Term Provisions
Provision for Taxation
Total
141.59
----------------------------141.59
========================================
53
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54
TOTAL
III
0.00
TOTAL
1409.87
1409.87
against Capital Goods)
TOTAL
CWIP (including Advance
Capital Work-in-Progress
0.00
7.48
0.57
Goodwill on Consolidation
Intangible Assets
2121.14
Vehicles
17
II
63.17
Transformers
2.43
19.14
1.83
7.12
1.25
Fan, Exhaust & Cooler
Fire Extinguishers
10
1.16
2.02
16
Air Conditioners
9
15
Weighing Scales
8
1.74
Invertor & Batteries
Furnitures & Fixtures
7
1.12
14
Office Equipments
6
4.18
12.98
Lab Equipments
Computer
5
13
Generator
4
1345.80
Electric Installation
Plant and Machinery
3
387.91
Mobile Phones
Factory Building
2
261.24
12
Land
As On
01.04.2012
11
Tangible Assets
I
Particulars
1
No
Sr.
Note : 2.10 Fixed Assets
474.92
474.92
0.11
0.11
1925.96
8.54
0.00
0.12
0.06
74.23
0.35
91.76
12.88
14.53
1.67
59.39
9.65
13.86
0.00
1195.40
443.52
0.00
Additions
during the
year
1881.61
1881.61
0.00
0.00
8.70
8.70
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Deductions
during the
year
Gross Block
3.18
3.18
0.11
0.11
4038.40
63.01
7.48
0.69
2.49
93.37
2.18
98.88
14.13
15.69
3.69
61.13
10.77
18.04
12.98
2541.20
831.43
261.24
As On
31.03.2013
0.00
0.00
0.00
0.00
58.50
19.83
0.17
0.02
0.07
1.90
0.69
0.54
0.13
0.00
0.05
0.16
0.11
0.63
0.69
24.16
9.35
0.00
As On
01.04.2012
0.00
0.00
0.00
0.00
143.07
5.99
0.36
0.03
0.12
3.29
0.10
2.77
0.38
0.50
0.17
2.46
0.28
2.22
0.62
101.83
21.95
0.00
Additions
during the
year
0.00
0.00
0.00
0.00
2.61
2.61
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Deductions
during the
year
Depreciation
NOTE : 2
0.00
0.00
0.00
0.00
198.96
23.21
0.53
0.05
0.19
5.19
0.79
3.31
0.51
0.50
0.22
2.62
0.39
2.85
1.31
125.99
31.30
0.00
As On
31.03.2013
3.18
3.18
0.11
0.11
3839.44
39.80
6.95
0.64
2.30
88.18
1.39
95.57
13.62
15.19
3.47
58.51
10.38
15.19
11.67
2415.21
800.13
261.24
WDV As On
31.03.2013
Net Block
(Rs. in Lacs)
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NOTE : 2
(Rs. in Lacs)
PARTICULARS
As At
31st March 2013
Note : 2.11 Long Term Loans and Advances
I)
Security Deposits
a) Secured, Considered Good
Misc. Deposits
b) Unsecured, Considered Good
c) Doubtful
Total
16.79
0.00
0.00
----------------------------16.79
========================================
Note : 2.12 Other Non Current Assets
1
2
Preliminary Expenses
MAT Credit Entitlement
Total
2.76
136.54
----------------------------139.30
=======================================
Note : 2.13 Inventories
1
2
3
Raw Materials
Work-in-Progress
Finished Goods/Stock-in-Trade
Total
3035.90
62.86
2274.69
----------------------------5373.45
=======================================
Note : 2.14 Trade Receivables
1
2.
Outstanding for more than six months
c) Doubtful
Others
c) Doubtful
Total
0.00
181.11
0.00
0.00
9514.22
0.00
----------------------------9695.32
=======================================
Note : 2.15 Cash & Cash Equivalents
1
Cash-in-Hand
Cash-in-Hand
Sub Total (A)
32.13
----------------------------32.13
======================================
2
Bank Balances
Balance with Scheduled Banks
FDR's with Banks held as Margin Money
or Security against the Gaurantees and L/C
Interest Accrued on FDR's
Sub Total (B)
Total (A + B]
23.56
440.17
44.23
----------------------------507.96
----------------------------540.09
======================================
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NOTE : 2
(Rs. in Lacs)
PARTICULARS
As At
31st March 2013
Note : 2.16 Short Terms Loans and Advances
Advance to Suppliers
TDS Receivables
Balance With Revenue Authorities ( Indirect Taxes)
Prepaid Expenses
Advance to Staff
Advances Others
Insurance Claim Receivable
Total
34.06
2.95
283.41
14.50
1.95
0.25
556.42
----------------------------893.54
======================================
NOTE : 2
Notes to Accounts Forming Integral Part of the Consolidated Profit and Loss Account For the Year
Ended 31, March, 2013
(Rs. in Lacs)
PARTICULARS
Year Ended
31st March 2013
Note : 2.17 Revenue from Operations
1
2
3
Domestic Sales
Export Sales
Add : Excise Duty
Total
23064.27
3458.54
132.60
----------------------------26655.41
======================================
Note : 2.18 Other Income
1
2
3
Interest on FDR's
Gain in Exchange Fluctuation (Net)
Other Receipts
Total
29.71
0.92
28.56
----------------------------59.19
======================================
Note : 2.19 Purchases/Consumption
1
Purchases/Consumption*
Total
23969.17
----------------------------23969.17
======================================
* The Company offers Printing Solutions with bundled product sales both with & without processing and hence
purchases of Traded Goods cannot be ascertained seperately
Note : 2.20 Manufacturing Cost
1
2
3
4
5
6
Wages
Power & Fuel
Freight & Forwarding Expenses
Godown Rent
Excise Duty Paid
Other Expenses
Total
36.29
50.50
35.38
8.44
149.15
12.53
----------------------------292.29
======================================
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NOTE : 2
Notes to Accounts Forming Integral Part of the Consolidated Profit and Loss Account
For the Year Ended 31, March, 2013
(Rs. in Lacs)
PARTICULARS
Year Ended
31st March 2013
Note : 2.21 (Increase)/Decrease in Finished Goods, WIP & Stock in Trade
1.
2.
Opening Stock
(a) Finished Goods/Stock in Trade
(b) Work in Progress
Closing Stock
(a) Finished Goods/Stock in Trade
(b) Work in Progress
Total
1854.26
5.04
2274.69
62.86
----------------------------(478.25)
======================================
Note : 2.22 Employee Benefit Expenses
1.
2.
3.
4.
Salaries, Bonus, PF & ESIC
Director's Remuneration
Staff Welfare
Other Expenses
Total
375.17
64.71
10.57
12.26
----------------------------462.71
======================================
Note :2.23 Finance Costs
1.
2.
Interest Expenses
Other Borrowing Costs
Total
700.80
191.79
----------------------------892.59
======================================
Note : 2.24 Depreciation & Amortisation Expenses
1.
Depreciation
Total
143.07
----------------------------143.07
=====================================
Note : 2.25 Other Expenses
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
57
Telephone Expenses
Travelling & Conveyance Expenses
Foreign Travelling Expenses
Repair & Maintenance Expenses
Insurance Expenses
Legal and Professional Charges
Postage & Telegram Expenses
Printing & Stationery Expenses
Auditor's Remuneration
Rent, Rates & Taxes
Rebate & Discounts
R & D Expenses
Advertisement & Publicity Expenses
Electricity Expenses
Vehicles Running and Maintenance Expenses
Director's Sitting Fees
10.24
67.67
26.98
4.00
11.10
46.94
2.88
8.92
2.00
9.74
10.60
5.44
34.49
1.61
0.40
13.62
0.23
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NOTE : 2
Notes to Accounts Forming Integral Part of the Consolidated Profit and Loss Account
For the Year Ended 31, March, 2013
(Rs. in Lacs)
PARTICULARS
Year Ended
31st March 2013
Note : 2.25 Other Expenses (Contd.)
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
ECGC Premium Expenses
Listing Fees
Fees and Subscription
Security Expesnes
Freight & Cartage (Outward)
Clearing & Forwarding Expenses
Sample Expenses
Office Expenses
Loss on Sale of Car
Prior Period Expenses
Total
0.00
0.70
6.85
4.71
17.54
40.70
2.39
29.10
2.34
2.94
----------------------------364.13
=====================================
CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES
NOTE : 1
Corporate Information
The Consolidated Financial Statements of Tirupati Inks Limited is made up of Tirupati Inks Limited ("TIL or the
Company") together with its only Wholly Owned Foreign Subsidiary being Tirupati Inks World Wide FZE. TIL has its
Registered Office at Delhi. The Registered Office of the said subsidiary is situated at UAE. TIL is engaged in the
manufacturing of Printing Inks & its Allied Products and provides complete packaging solutions.The Wholly Owned
Foreign Subsidiary of TIL is engaged in the trading of Printing Inks & Allied Products.
1.01 Basis of Preparing the Consolidated Financial Statements
The accompanying financial statements for the period beginning from 1st April, 2012 and ending on 31st
March, 2013 have been prepared incorporating accounting policies of TIL under the historical cost convention,
in compliance with Indian Generally Accepted Accounting Practices (GAAP) comprising of accounting
standards as notified by Company's Accounting Standards Rules, 2006 and the relevant provisions of the
Companies Act, 1956. All amounts unless otherwise specified are in Indian Rupees.
The Audited Financial Statements of the Wholly Owned Foreign Subsidiary has been prepared in accordance
with the Generally Accepted Accounting Practices (GAAP) of its Country of Incorporation.
The financial statement of the Wholly Owned Foreign Subsidiary used in the consolidation is drawn up to the
same reporting date as that of the company i.e. year ended 31st march 2013.
1.02 Principals of Consolidation
The financial statement of the Company and its Wholly Owned Foreign Subsidiary has been consolidated on
a line by line basis by adding together the book value of like item of assets, liabilities, Income and expenses
after eliminating intra group balances, intra group transactions and the unrealized profit, if any.
The financial statement of the company and its Wholly Owned Foreign Subsidiary has been consolidated
using uniform accounting policies.
The excess of the cost to the company of its investments in its Wholly Owned Foreign Subsidiary over its
shares of equity in its subsidiary at the date of its investment is recognized in the financial statement as Goodwill.
1.03 Use of Estimates
The Consolidated Financial Statements includes the account of TIL and its Wholly Owned Foreign Subsidiary.
The preparation of Consolidated Financial Statements is in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of
58
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assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial
Statements and the reported amount of revenues and expenses for the years presented. Actual results could
differ from those estimates.
1.04 Reinstatement of Financial Statements
All transactions in foreign currency are recorded at the rates of exchange prevailing on the dates when the
relevant transactions take place.
Monetary items in the form of Current Assets and Current Liabilities in foreign currency, outstanding at the
close of the year are converted in Indian Currency at the appropriate rates of exchange prevailing on the
date of the Balance Sheet. Resultant gain or loss is accounted during the year.
The reporting currency of the company is in Indian Rupees. The reporting currency of its Wholly Owned
Foreign Subsidiary is in AED (Arab Emirates Dirham). The revenue items of the Wholly Owned Foreign
Subsidiary are translated to Indian rupees using fortnightly average rates. Non Monetary items in the Balance
Sheet of the Wholly Owned Foreign Subsidiary are translated at the rates ruling at the date of close of the
reporting Financial Year.
1.05 Recognition of Income and Expenditure
Sales are recognized when goods are supplied and are recorded net of rebates and Sales Tax / VAT and
inclusive of Excise Duty.
Expenses are accounted for on accrual basis and provision is made for all known losses and expenses.
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company
and the revenue can be reliably measured.
1.06 Fixed Assets and Depreciation
The Fixed Assets are stated at cost (Net of CENVAT and VAT where applicable) less accumulated depreciation.
Depreciation is provided on additions and deletions on pro-rata basis on Straight Line Method at the rates
provided in Schedule XIV of the Companies Act, 1956. Direct costs are capitalized. All pre-operative expenses,
on the commencement of commercial production attributable to the fixed assets are capitalized.
1.07 Impairment of Assets
Whenever events indicate that assets may be impaired, the assets are subject to a test of
recoverability based on estimates of future cash flows arising from continuing use of such assets and from
its ultimate disposal.
A provision for impairment loss is recognized where it is probable that the carrying value of an asset exceeds
the amount to be recovered through use or sale of the asset.
1.08 Inventories
Inventories are valued at lower of cost and net realizable value.
a. Raw Materials
: Average Cost Method
b. Finished Goods & Work in Progress : Includes conversion and other cost incurred in bringing the
inventories to their present location and condition.
1.09 Retirement Benefits
a. The company contributes to the employees provident fund maintained under the Employees Provident
Fund Scheme of the Central Government and the same is charged to Profit & Loss A/c.
b. Gratuity is a post employment benefit and is in the nature of defined benefit plan. The liability recognized
in the Balance Sheet in respect of Gratuity is the present value of the defined benefit obligation as at the
Balance Sheet date less the fair value of plan assets, together with adjustments for unrecognized actuarial
gains or losses. The defined benefit obligation is calculated at the balance sheet date on the basis of
Actuarial valuation by the independent Actuary using projected Unit Cost Method (PUC). Actuarial gains
& losses arising from experience adjustments and changes in actuarial assumptions are recorded in the
statement of profit & loss in the year in which such gains or losses arise.
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1.10 Taxation
Tax expense comprises of Current and Deferred Tax. Current Income Tax is measured at the amount expected
to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961.
Deferred Tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the
Balance Sheet date.
Deferred Tax is recognized, subject to the considerations of prudence, on timing differences, being the
difference between taxable income that originate in one period and are capable of reversal in one or more
subsequent periods.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which give futures economic benefits in
the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence
that the company will pay normal income tax. Accordingly, MAT is recognized as an asset in the Balance
Sheet when it is probable that future economic benefit associated with it will flow to the company.
1.11 Contingent Liabilities
The provision in respect of the present obligation arising out of past events is made in accounts when reliable
estimates can be made of the amount of the obligation. Contingent Liabilities, if material, are disclosed by
way of Notes to Accounts.
1.12 Significant Accounting Polices and Notes to these Consolidated Financial Statements are intended to serve
as a means of informative disclosure and a guide to better understanding the consolidated position of the
Company. Recognizing this purpose, the company has disclosed only such Policies and Notes from the
individual financial statements, which fairly present the needed disclosures.
NOTES TO ACCOUNTS FORMING INTEGRAL PART OF CONSOLIDATED FINANCIAL STATEMENTS
2.26 Mr. Sanjiv Agrawal being the Chairman & Managing Director of the Company was appointed as the Manager
to the Wholly Owned Foreign Subsidiary on its incorporation during the year.
2.27 In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated, if
realized, in the ordinary course of business.
2.28 The stock of Inventory includes Goods in Transit as follows:The Company ………….. Rs. 39.07 Lacs
Subsidiary
……………Rs. 224.63 Lacs
2.29 Disclosures required under section 22 of the Micro, Small and Medium Enterprise Development Act, 2006.
(Rs. in Lacs)
S No.
Particulars
Year Ended
31.03.2013
i)
Principal amount remaining unpaid to any supplier
as at the end of the accounting year.
88.90
ii)
Interest due thereon remaining unpaid to any supplier
as at the end of the accounting year.
NIL
iii)
The amount of interest paid along with the amounts of the payment
made to the supplier beyond the appointed day.
NIL
iv)
The amount of interest due and payable for the year.
NIL
v)
The amount of interest accrued and remaining
unpaid at the end of the Accounting year.
NIL
vi)
The amount of further interest due and payable
NIL
even in the succeeding year, until such date
when the interest dues as above are actually paid.
Note: The above information regarding Micro Small & Medium Enterprises has been determined to the extent such
parties have been identified on the basis of information available with the company. This has been relied upon by the auditor.
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2.30 Deferred Taxation
(Rs. in Lacs)
Year Ended
31st March, 2013
Particulars
Computation of Deferred Tax Assets / Liabilities
Deferred Tax Liabilities on account of Depreciation Difference
Less:
1. Deferred Tax Assets on Account of Disallowances under
Income Tax Act, 1961
2. Deferred Tax Assets on Account of Provision for Gratuity.
Net Deferred Tax Liabilities
276.83
00.00
02.68
274.15
2.31 Related Party Disclosures for the Year Ended 31-03-2013 (as certified by the management)
1
Key Management Personnel
Mr. Sanjiv Agrawal
Mr. Rakesh Kumar Agrawal
Mrs. Rajni Maheshwari
2
Relative of Key Management Personnel
NIL
3
Enterprises that directly/indirectly through one or
more intermediaries control or controlled by, or under
common control with, the company.
NIL
4
Associate Company
NIL
5
Members or their relatives having significant influence
over the Company by having an interest in the voting
power of the company
NIL
6
Enterprises in which substantial interest in the
voting power is owned directly/indirectly by key
management personnel or their relatives including
directors and senior management of the company.
Ramdeo Polysters Pvt. Ltd.
Details of Transaction with the Related Parties
Particulars
Rent Paid
Remuneration
KMP*
Relative of
KMP*
Enterprises
where
Control
Exit
Associate
Company
Members or
their Relatives
having
significant
influence
Enterprises
in which
substantial
interest
NIL
NIL
NIL
NIL
NIL
0.60
64.71
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
700.00
Unsecure Loan
NIL
Received
*Key Management Personnel
2.32
DEFINED BENEFIT PLANS
Particulars
Discount Rate
Rate of increase in Compensation levels
Rate of Return on Plan Assets
61
(Rs in lacs)
Leave
Encashment
8.00 %
10.00 %
–
Gratuity
8.00 %
10.00%
–
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I
TABLE SHOWING CHANGES IN PRESENT VALUE OF OBLIGATIONS DURING THE PERIOD
Present Value of Obligation as at the beginning of the period
4,47,680
5,50,314
--
--
35,814
35,814
--
--
42,049
3,63,006
--
--
--
--
Benefit Paid
--
--
Actuarial (Gain)/ Loss on obligations
(80,856)
3.18,427
8,30,687
12,75,772
Acquisition adjustment
Interest Cost
Past Service Cost
II. TABLE SHOWING CHANGES IN THE FAIR VALUE OF PLAN ASSETS DURING THE PERIOD
–
–
–
–
–
–
Contributions
–
–
Benefits Paid
–
–
Actuarial Gain /( Loss) on Plan Assets
–
–
Fair Value of Plan Assets at the end of the period
–
–
—
—
—
—
Actual Return on Plan Assets
—
—
Contributions
—
—
Benefits Paid
—
—
Fair value of plan assets at the end of period
—
—
(8,30,687)
(12,75,772)
—
—
80,856
(3,18,427)
—
—
Total (Gain) / Loss for the period
(80,856)
3,18,427
Actuarial (Gain) / Loss recognized in the period
(80,856)
3,18,427
—
—
III. TABLE SHOWING FAIR VALUE OF PLAN ASSESTS
Funded Status
Excess of actual over estimated return on plan assets
IV. ACTUARIAL GAIN / LOSS RECOGNIZED FOR THE PERIOD
Actuarial Gain/(Loss) for the period - Obligation
Actuarial (Gain)/Loss for the period - Plan Assets
Unrecognized actuarial (Gains) / Losses at the end of period
62
CONSOLIDATED FINANCIAL STATEMENT
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V. THE AMOUNTS TO BE RECOGNIZED IN BALANCE SHEET STATEMENTS OF PROFIT AND LOSS
8,30,687
12,75,772
–
–
(8,30,687)
(12,75,772)
–
–
NA
–
8,30,687
12,75,772
Fair Value of Plan Assets as at the end of the period
Funded Status
Unrecognized Actuarial (Gains) / Losses
Unrecognized Past Service Cost (Non Vested Benefits)
Net Liability Recognized in Balance Sheet
VI. EXPENSE RECOGNIZED IN THE STATEMENT OF PROFIT AND LOSS FOR THE PERIOD
4,28,049
3,63,006
–
–
35,814
44,025
–
–
–
–
–
–
Net actuarial (Gain)/ Loss recognized in the period
(80,856)
3,18,427
Expenses Recognized in the statement of Profit & Loss
3,83,007
7,25,458
8,30,687
12,75,772
–
–
(8,30,687)
(12,75,772)
88,882
(3,18,427)
–
–
Past Service Cost
Interest Cost
VII. AMOUNT FOR THE CURRENT PERIOD
Present Value of Obligation
Plan Assets
Surplus (Deficit)
Experience adjustments on plan liabilities - (Loss)/Gain
Experience adjustments on plan assets - (Loss)/Gain
VIII. RECONCILIATION STATEMENT OF EXPENSE IN THE STATEMENT OF PROFIT AND LOSS
Present value of obligation as at the end of period
8,30,687
12,75,772
Present value of obligation as at the beginning of the period
(4,47,680)
(5,50,314)
Benefits paid:
(4,30,687)
(12,75,772)
(i)
Directly paid by the enterprise
–
–
(ii)
Payment made out of the fund
–
–
–
–
3,83,007
7,25,458
Actual return on plan assets
Expenses recognized in the statement of profit & loss
IX. MOVEMENT IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET
Opening Net Liability
4,47,680
5,50,314
Expenses as above
3,83,007
7,25,458
Benefits paid directly by the enterprise
–
–
Contributions Paid into the Fund
–
–
8,30,687
12,75,772
Closing Net Liability
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2.33 CONTINGENT LIABILITIES AND COMMITMENTS
Contingent liabilities not provided for in respect of
1. Letter of Credit issued to parties by banks on our behalf
towards which materials are not received till 31.03.2013
: Rs. 74.59 lacs
2. Excise matter under Appeal at Commissioner Appeals
Demand
: Rs. 03.66 lacs
Penalty
: Rs. 05.51 lacs
3. The Company has imported Plant & Machinery under Export Promotion Capital Goods Scheme (EPCG),
where under the company is required to fulfill export obligation amounting to Rs 3512.60 lacs on FOB
basis within six years from the date of issue of authorization i.e. 09.08.2011. The liability amounting to
Rs.585.43 Lacs on account of Custom Duty may arise along with interest in the event of non fulfillment of
the export obligation.
2.34 SEGMENT REPORTING:The Company's operations comprises of business of Printing Inks and Allied Products. Its primary segment is
only Printing Inks and Allied Products and hence Segment Reporting under this head is not applicable. The
Secondary Segment i.e. Geographical Segment is applicable since the Company's operations are situated in
two Geographical Areas i.e. India & UAE. Based on the guidelines of Accounting Standards on Segment
Reporting (AS-17) issued by The Institute of Chartered Accountants of India, the details of Geographical
Segment are as follows:Secondary Reportable Segment
Geographical Segment
(Rs. in Lacs)
st
Particulars
Segment Revenue (Net Sales)
Segment Results PBT
Capital Employed
India
22810.65
707.67
6717.63
UAE
Consolidated
3712.16
26522.81
361.22
1068.89
388.42
7079.21
2.35 REMUNERATION PAID / PAYABLE TO AUDITORS
(Rs. in Lacs)
Particulars
Statutory Audit Fees
Tax Audit Fees
st
01.80
00.20
2.36 EARNING PER SHARE
Profit After Tax
Weighted Average No. of Equity Shares
Basic EPS
Diluted EPS
851.00
15152370
5.62
5.62
2.37 Balances of some of the Trade Receivables, Trade Payables, Loans & Advances are subject to reconciliation/
confirmation from the respective parties. The Management does not expect any material differences affecting
the financial statements for the year.
2.38 The Consolidated Financial Statements of the company have been prepared without incorporating the previous
year figures pertaining to its only wholly owned foreign subsidiary since this is the first Financial Year after the
formation of the said subsidiary.
2.39 All the figures have been rounded off to the nearest lacs of rupees.
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Directors Report - Tirupati Inks Limited

Transcription

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