DIRECTORS’ REPORT

Dear Members,

The Directors have great pleasure in presenting the 23rd Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31^st March 2018.

Pursuant to notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“IND AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from 1st April, 2016 and the accounts are prepared under IND AS.

FINANCIAL RESULTS:

The summary of the financial results for the year is given below:

[Rs, in Lacs]

OPERATIONS REVIEW:

Income from Operations and Other Income during the financial year ended 31^st March 2018 is Rs. 16,677.24 Lacs. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 559.46 Lacs.

DIVIDEND:

Your Directors are pleased to recommend for your approval a dividend of Rs. 0.30/- per equity share of Rs. 5/- each fully paid-up for the period ended 31^st March, 2018. The dividend, if approved will be paid to the eligible members within the stipulated time amounting to Rs. 98.99 lacs. In addition, Rs. 20.15 lacs shall be paid as dividend distribution tax.

DEPOSIT :

During the period under review, Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INCREASING CAPITAL OF THE COMPANY:

During the year under review, there were no changes in the capital structure of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with Articles of Association of the Company Mr. Chintan Jitubhai Patel, (DIN : 05161204) & Mr. Ankit Rajesh Shah,(DIN 02440347), Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The following changes have been made to the Directors & Key Managerial Personnel of the Company during the year 2017-2018:

Accordingly, to have the optimum composition of the Board of Directors as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Ms. Shivangi Gor (DIN: 08148370) was appointed as an Additional Director of the Company, designated under category of Independent Director, w.e.f 9th May, 2018 who shall hold the office up to the date of ensuing Annual General Meeting and be regularized subject to the approval of shareholders in the ensuing Annual General Meeting.

Mr. Vijay Thakkar Company Secretary and Compliance officer of the Company has resigned from the Company w.e.f 9^th May, 2018.

RE-CLASSIFICATION OF PROMOTER GROUP:

As request received to the Company, reclassification from “Promoter Group Category” to “Public Category” was done. Accordingly, the request for such reclassification was approved and the Company had made necessary applications to BSE Limited (“BSE”) under Regulation 31A of Listing Regulations for such reclassification. Further, BSE vide letters dated 11^th May, 2018 had granted approval for such reclassification from “Promoter Group Category” to “Public Category” under Regulation 31A of Listing Regulations.

AUDITORS AND AUDITORS’ REPORT:

The tenure of M/s. Sweta Patel & Associates [FRN: 139165W], the Statutory Auditors of the Company, appointed in 22^nd Annual General Meeting of the Company, will come to an end on the conclusion of 23^rd Annual General Meeting of the Company. Your Board has decided to recommend the re-appointment of M/s. Sweta Patel & Associates as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013.

M/s. Sweta Patel & Associates [FRN: 139165W], Chartered Accountants, Ahmedabad present auditor of the company has shown their willingness to be re-appointed as Auditors of the company and have confirmed their re-appointment, if made would be within the limits prescribed under section 139 of the companies act, 2013.

SECRETARIAL AUDITOR:

In terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has reappointed CS Maulik Bhavsar-M/s. Maulik Bhavsar & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the FY 2018-19.

Your Company has received consent from CS Maulik Bhavsar - M/s. Maulik Bhavsar & Associates, Practicing Company Secretary, Ahmedabad, to act as the auditor for conducting audit of the Secretarial records for the Financial Year ending 31^st March, 2019.

The Secretarial Audit Report in Form MR-3 furnished by Mr. Maulik Bhavsar - M/s. Maulik Bhavsar & Associates, Practicing Company Secretaries for the Financial Year 2017-18 and it is attached with directors’ report in Annexure III.

COST AUDITOR:

The Company had appointed M/s. J. R. Patel & Associates., Cost Accountants, Ahmedabad (Membership No. 39392) as Cost Auditors of the Company for audit of cost accounting records of its activities for the F.Y. 2017-18. Pursuant to Section 148 of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, on recommendations of Audit Committee, your Directors has reappointed M/s. J. R. Patel & Associates, (Membership No. 39392) Cost Accountants as the Cost Auditors to conduct the audit of cost records of your Company for the financial year 2018-19.

A Resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS:

The Board of Directors has reappointed M/s. Jatin Patel and Associates, Chartered Accountants, Ahmedabad (FRN: 138420W) as the Internal Auditors of the Company for the Financial Year 2018-2019.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Jatin Patel & Associates, Chartered Accountant as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

DETAILS OF SUBSIDIARY / ASSOCIATE COMPANIES:

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There is one subsidiary company Tirupati Development (U) Ltd in Uganda within the meaning of section 2(87) of the companies Act, 2013.

During the year, neither new companies have become subsidiaries, JV nor associate companies nor any companies has ceased.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Tirupati Development (U) Ltd a subsidiary of company has loss for the current financial year Rs. (7,09,28,885/-) (UGX 34,36,55,000)and for the previous financial year Rs. (9,25,16,438/-) UGX 1,14,88,94,000).

EXTRACT OF THE ANNUAL RETURN:

As required under Section 134(3)(a) of the Companies Act, 2013 the extract of an annual return in Form No. MGT - 9 shall form part of the Board’s report in Annexure II.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under the review, 15 (Fifteen) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013. COMMITTEES OF THE BOARD:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct.

EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of board, committees and individual directors was carried out during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of any loan or guarantee or investments during the year under Section 186 of the Companies Act, 2013 are given in notes to financial statement, kindly refer.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was no materially significant related party transaction entered between the company, Directors, management or their relatives except for those disclosed in the financial statements. All the contracts/arrangement/transactions entered into by the Company with the related parties during the financial year 2017-18 were in the ordinary course of business and on a arm’s length basis. All Related Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. Necessary disclosures have been given in the notes to Financial Statement. The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate the Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

RISK MANAGEMENT POLICY:

The Company has in place a Risk Management framework for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, assessment, monitoring, review and reporting. At present there is no identifiable risk which, in the opinion of the Board may threaten the existence of the Company.

COROPRATE SOCIAL RESPONSIBILITY:

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2017-18, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed (Annexure-IV) herewith and forming part of the report. The policy is available on the website of the Company on the web link:

“http://www.tirupatisarjan.com/OurPolicies.php”

CORPORATE GOVERNANCE REPORT:

As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure-V.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conductive work environment to its employees.

Your directors further state that during the year under review, your Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COST RECORD:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company has duly maintained the cost audit records as per sub-section 1 of section 148 of Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section of management discussion and analysis report for the year under review is attached, which forms part of the annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time relating the foregoing matter is given as under.

Your Company has taken necessary steps to conserve the energy and to protect environment. Your Company is continuously adapting to the new technology in the related fields of business.

Foreign Exchange Earnings during the year : Rs. NIL (C.Y.)

Rs. 1,39,57,956 (P. Y.)

Foreign Exchange Outgo during the year : Rs. Nil

PARTICULARS OF EMPLOYEES:

During the year under review, no employee has been remunerated exceed the prescribed limit throughout the financial year 2017-18 and therefore, the disclosure pertaining to provisions of Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information obtained by them, your Directors state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year i.e. at 31st March, 2018 and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis:

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declaration from the Independent directors that they meet the criteria of independence as per section 149 of the companies Act, 2013.

APPRECIATION & ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

BY ORDER OF THE BOARD

For, TIRUPATI SARJAN LIMITED

Place : Ahmedabad [AJITBHAI SHAH]

Date : 31.08.2018 Chairman

DIN : 02787569