25 Apr 2017 | Livemint.com

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Tirupati Fibres & Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters mentioned in the said clause and practice followed by the Company.

1. Company's philosophy on code,of governance

Your company is committed to general corporate governance with objective of enhancing the long term value for share holders and at the same time protecting the interest of other stake holders and adopting a methodology which enhance effectiveness, better utilisation of resources and harmonious relations between different interest groups.

2. Board of Directors

(a) Composition of Board of Directors

Your company is managed by a Board of Directors. The constitution of the Board comprises of a combination of independent directors, working directors & non-working directors. Independent directors constitute more than two-third of the total strength of the Board. The Board comprises nominee director from banker {till 21.7.2007) and labour union. None of the directors on the Board is a member of more than 10 committees and Chairman of more than 5 committees across all companies in which he is a director.

3. Audit Committee.

An Audit Committee of Directors has been in existence, which reviews the Audit Reports submitted by the Internal Auditors. The scope of work of the Internal Auditors are as follows:­- To verify working results as well as capital expenditure vis-avis budget.

- Checking effectiveness of the cost accounting, management information and cost control systems

- Ensuring proper maintenance of books of account.

- Examination of the procedure of purchase.

- Examination of the procedure for inventory control.

- Review of insurance coverage.

- Reviewing of the prevalent system of payroll.

- Overall review of accounting and book keeping of the expenditure to the correct account head. The Audit Committee covers the areas prescribed under clause 49 (III) of the Listing Agreement. The compositions of the Audit Committee are given below:-

Name of Director Category

1. Shri Piyush R. Vora :-  Independent ,

2. Shri A L. Saini  :- do

3. Shri Nimesh S. Jain  :- do

No Audit Committee meeting was held during the year 2007-08.

4. Remuneration Committee

The broad terms of reference of the Remuneration Committee are as follows:

-To decide on the remuneration policy of the managerial personnel.

- To approve the appointment/re-appointment of the managerial personnel for such tenure as may decide.

- To approve of the remuneration package to the managerial personnel within the limits provided in Schedule XIII of the Companies Act, 1956 read with other applicable provisions of the said Act.

No meeting of the Remuneration Committee was held during the year 2007-08.

5. Shareholders/Investors Grievances Committee:

No Shareholders/Investors Committee is constituted by the Board, however, the grievances of shareholders are redressed by the Board of Directors and investors' complaints like transfer of shares, non-receipt of Annual Report etc. are handled by the Compliance Officer.

Name, designation & address of the Compliance Officer:-

Shri Piyush R. Vora,

Tirupati Fibres & Industries Ltd.,

Tirupati Nagar, Abu Road - 307 026.

Distt Sirohi (Rajasthan)

Phone: 02974-294600

No. of complaints received from the shareholders during the year 2007-08: 2

No. of complaints not solved as on 31.3.2008: Nil

No. of pending share transfer as on 31.3.2008: Nil

1. General Body Meeting:

Location and time where last three AGMs were held: The last three Annual General Meetings were held at the Registered Office of the Company at Tirupati Nagar, Abu Road-307 026, Distt. Sirohi (Rajasthan) on 30.10.2007, 30.9.2006 & 30.11.2005.

Whether Special Resolution :- Yes

 (a) Were put through postal ballot last year :- No

Details of voting pattern  :- :- Not Applicable

Person who conducted the ballot paper exercise :-  Not Applicable

(b) Are proposed to be conducted through postal ballot: No

Procedure for postal ballot: Not Applicable

No Extra Ordinary General Meeting of the Members was held during the year 2007-08.

6. Disclosures:

Disclosures on materially significant related party transaction i.e. transactions of the Company of material nature with its promoters, directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company:

The Company has received General Disclosures of Interest from directors under Section 299 of the Companies Act, 1956. There is no materially significant related party transactions which have potential conflict with the interests of the Company at large.

Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any other statutory authority on any matter related to capital markets during last three years: NIL

7. Means of Communication

Quarterly Financial Results are not sent to the Stock Exchanges and also the same are not published due to bad financial position of the Company.

8. General Shareholders Information

(i) AGM time, date & venue :- The Twenty Eighth Annual General Meeting of the members of the Company will be held on 30th September, 2008 at 4 P.M. at the Registered Office of the Company at Tirupati Nagar, Abu Road - 307 026. 2008

(ii) Financial Calendar :- 1 st April, 2007 to 31st March, 2008.

(iii) Board Meeting for Considering :-  4th September, 2008

(iv) Book Closure dates :-  No Book Closure proposed

(v)Board Meetings for Considering Unaudited Results for the four qtrs  :- . Nil

(vi) Listing in Stock Exchanges :- The Company's Equity Shares are listed on The Stock Exchange, Mumbai, The Delhi Stock Exchange Association Ltd., New Delhi and The Jaipur Stock Exchange Ltd., Jaipur. However, the members in their Annual General Meeting held on 30th September, 2003 decided to de-list the shares with The Delhi Stock Exchange Association Ltd., New Delhi and The Jaipur Stock Exchange Ltd., Jaipur.

(vii) Share Transfer Agent :-The Company do the Share Transfer Work in-house.

(vii) Share Transfer System :- Share Transfer in physical form are lodged at the Company's Registered Office at Abu Road. The Company's share transfer activities are fully computerized. The transfers are approved by the Board.

(viii) Demateriatistion of Shares :-  Due to continuous bad financial position of the Company, the Management has not yet decided for adopting process of dematerialisation of its Equity Shares with Electronic connectivity.

(ix) Regd. Off. and  Plant Location :- Tirupati Nagar, Abu Road - 307 026. Plant location Distt. Sirohi (Rajasthan)