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Updated:03 Dec, 2019, 16:01 PM IST

DIRECTORS' REPORT

TO,

THE MEMBERS

TPI INDIA LIMITED

Your Directors are pleased to present the Thirty Third Annual Repot together with the  audited financial statements for the year ended 31 SI March, 2015.

DIVIDEND:

In view of the accumulated losses, the Board of Directors of your Company regret their  inability to recommend any dividend for the year ended 31 s1 March, 2015

RESERVE:

In view of the losses during the year under review, the Board of Directors of your  Company do not proposes to carry to any amount to reserve.

OPERATION REVIEW:

After witnessing low GDP growth in the financial year 2013–14, the year 2014 saw  moderate improvement in the country's economic climate. The Inflation remained in  control as the Wholesale Price Index (WPI) continued the trend of deceleration. Further  due to volatility in crude oil prices, the availability of Polymer were erratic and your  Company with the cost saving devices and timely maintenance of Plant & Machineries  keep the operational cost under control.

In spite of the above back drop, the Demand for your product during the year 2014–15  was moderate:

a) The total income of Rs. 3191.08 lacs during the year against Rs. 2310.25 lacs  during the previous year.

b) The Operational Profit before interest and depreciation for the year under review  is Rs. 357.88 lacs as against Rs. 291.15 lacs during the previous year. But due to  high cost of interest during the year under review, the Operational Profit after  interest before depreciation during the year under review is Rs. 89.06 Lac as  against Rs. 86.76

c) However, pursuant to provisions of Schedule II of the Companies Act, 2013 Part  B, para 5 Note 7(b) the Company has reviewed the estimated life of the fixed  assets and the assets whose useful life is nil has been set off against the  accumulated Profit & Loss balance and for other assets the depreciation charges  works out to Rs. 60.64 for the year under review as against Rs. 77.95 Lac during  the previous year. As a result of which the Profit Before Tax for the year under  review is Rs. 28.42 and for the previous year Rs. 8.81 Lac

OUTLOOK:

As we look ahead, effective implementation of economic agenda holds key to the  nation's progress. Industry indeed faces challenges of rigid labour laws, poor  infrastructure etc. Yet there is growing optimism that the Government at the centre is  pushing reform and will take the action to create a positive climate for growth of  industry. In the short term, economic and industrial growth will largely depends on  investment cycle. The year 2015–16 may prove to be year in transition before the  economy moves to fast–track mid and long term growth.

Your Company has strong fundamentals, follows robust customer and innovation focused  strategy, emphasizes on operational excellence and constantly empowers and motivates  its people to pursue higher goals. This give confidence to the Management that your  Company is capable of meeting growing customer expectation and is well prepared to  benefit from medium and long term growth of Indian economy.

SUBSIDIARY AND ASSOCIATE COMPANIES:

Your Company has no subsidiary and associate companies.

FIXED DEPOSITS:

The Company had accepted unsecured loan to meet the working capital requirement of  the Company from the friends and relatives of the Promoter. The acceptance of said  unsecured loan has resulted into non–compliance with section 73 of the Companies Act,  2013. The interest is timely paid on these unsecured Loans and Such loan has no specific  maturity date as such. The business circumstances has forced the Company to avail  unsecured loan. The Management is of the opinion that considering the Company being  under BIFR purview, the consequences associated with contravention of section 73 of the  Companies Act, 2013 will be diluted.

DIRECTORS:

Pursuant to the provisions of section 161 (I) of the Companies Act, 2013 and the Articles  of Association of the Company, Mrs. Darshana B. Parekh who are appointed as an  additional Director designated as Non Executive Promoter with effect from this Meeting  and she shall hold office up to the date of ensuing Annual General Meeting. The  Company has received requisite notice in writing from member proposing their  appointment as Director liable to retire by rotation at the forthcoming Annual General  Meeting.

At the forthcoming Annual General Meeting, Mr. Bharat C. Parekh will retires by  rotation and being eligible offer himself for re–appointment. A brief resume I particulars  relating to him are given separately given under the report of Corporate Governance.

Ms. Sanjana Kanthinathinathan resigned from the Board with effect from this meeting  The Board placed on record its appreciation for the contribution made by her

KEY MANAGERIAL PERSONNEL:

Mr. Bharat C. Parekh) Managing Director and Mr. Avinash B. Parekh, Chief Operating  Officer are the Key Managerial Personnel of the Company as on March 2015

MANAGEMENT'S DISCUSSION AND ANALYSIS:

A detailed review of operations. performance and future outlook of the Company IS  covered under a Separate Anneuxre to this report and Management's Discussion &  Analysis.

BUSINESS RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has  constituted a Business Risk Management Committee. The details of the Committee and  its terms of reference are set out in the Corporate Governance Report forming part of the  Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify,  evaluate business risk and opportunities, The framework seeks to create transparency,  minimize adverse impact on the business objectives and enhance the Company's  competitive advantage.

PERFORMA 'CE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND  COMMITTEES:

The evaluation framework for assessing the performance of Chairman, Directors, Board

and Committees comprises ,infer–alia of the following parameters:

a) Directors bring an independent judgement on the Board discussion utilizing his  knowledge and experience especially on issues related to strategy, operational  pardon TIance and risk management

b) Directors demonstrate awareness and concerns about the non TIS relating to  Corporate Governance, disclosure and legal compliance  

c) Directors contributes new ideas I insights on the business issues raised by the  Management.

d) Directors anticipate and facilitate deliberations on new issues that Management  and the Board should consider.

e) The Board I Committee meeting are conducted in a manner which facilitate open  discussion and robust debate on all key items on the agenda.

f) The Board receives adequate and timely information to enable discussion I  decision making during Board Meetings.

g) The Board addresses interest of all stakeholders of the Company.

h) The Committee is delivering on the defined objectives.

i) The Committee has the right composition to deliver its objectives.

The Performance evaluation of Chairman, Directors, Board and Committee was  undertaken by the Nomination and Remuneration Committee for the year under review  and the results were reported to the Board of Directors.

CORPORATE SOCIAL RESPONSIBLE COMMITTEE:

The Board of Directors of the Company has constituted Corporate Social Responsibility  (CSR) committee having following members:

a) Mr. Sharat C. Parekh Chairman

b) Mr. Akshay Bhatt Member

e) Mr. Ishan D. Selarka Member

The underlying objectives are aimed at making people self·reliant through economic and  social empowerment. providing employable skills and social entrepreneur opportunities  to youth and women to ensure livelihood for economic betterment and social  development of themselves and their families. Health initiative, culture and heritage  support program are the focus areas. The Board of Directors of the Company has  approved a comprehensive CSR Policy which is available on the website of the Company  at www.tpiindia.in .

The CSR Committee confirms that the implementation and monitoring of CSR Policy, is  in compliance with CSR objectives and Policy of tile Company.

ANNUAL RETURN:

The Extract of Annual Return is annexed to the Directors' Report.

FAM1LIARIZATLON PROGRAM AND INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower policy under which employees are free to report violalions of the applicable laws and regulations and the code of conduct. The Whistle Blower Policy is available on the website of the Company at WVI

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