tirupati inks limited - bombay stock exchange · ms. garima vishnoi shares listed with stock...

26th

ANNUAL REPORT2 0 0 9 - 2 0 10

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limited


40

CORPORATE PROFILE

BOARD OF DIRECTORS

Mr. Sanjiv Agarwal Executive Chairman & Whole Time DirectorMr. Rakesh Kumar Agarwal Managing DirectorMrs. Rajni Maheshwari Whole Time DirectorMr. Ram Shanker Agarwal Independent DirectorMr. Ram Prakash Gupta Independent DirectorMr. Chandra Prakash Agarwal Independent Director

STATUTORY AUDITORS

Shashi Dinesh & Co.Chartered Accountants16/95, Canara Bank BuildingThe Mall, Kanpur-208001

COMPANY SECRETARY

Ms. Garima Vishnoi

SHARES LISTED WITH STOCK EXCHANGE AT

The Delhi Stock Exchange Ltd.DSE House3/1, Asaf Ali RoadNew Delhi 110003

BANKERS

Canara BankF-19, Connaught CircusNew Delhi- 110001Oriental Bank of CommerceA-2/40, Safdarjung EnclaveNew Delhi- 110029

REGISTERED OFFICE

B-4, UNESCO Apartments, Plot No. 55I P Extension, Patparganj, Delhi-110092

REGISTRAR & SHARE TRANSFER AGENT

Beetal Financial & Compurter Services Pvt. Ltd.Beetal House 3rd Floor, 99Madangir, Behind Local Shopping CentreNear Dada Harsukhdas MandirNew Delhi-110062

Contents ............................................................. Page

Notice .......................................................................... 1

Directors’ Report ......................................................... 3

Corporate Governance ............................................... 7

Management Discussion and Analysis Report ........ 16

Auditors’ Report ........................................................ 18

Balance Sheet .......................................................... 21

Profit & Loss Account ............................................... 22

Schedules to Accounts ............................................. 23

Notes to the Accounts .............................................. 28

Balance Sheet Abstract ............................................ 35

Cash Flow Statement ............................................... 36

1

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedNOTICE

Notice is hereby given that the Twenty Sixth Annual General Meeting of Tirupati Inks Limited will be held on Saturday,the 25th September 2010 at 11:00 A.M. at the registered office of the Company at B-4, UNESCO Apartments, PlotNo. 55, I P Extension, Patparganj, Delhi-110092 to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March 2010 and Profit andLoss Account for the period ended on that date together with the Reports of the Auditors and Directors thereon.

2. To appoint a Director in place of Mr Sanjiv Agarwal, who retires by rotation and being eligible offers himself forre-appointment.

3. To appoint a Director in place of Mrs Rajni Maheshwari, who retires by rotation and being eligible offers herselffor re-appointment.

4. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this Annual GeneralMeeting until the conclusion of the next Annual General Meeting and fix their remuneration. The retiring auditorsM/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, with or without modification(s), the following resolution as an OrdinaryResolution:

“Resolved That Mr Ram Prakash Gupta, who was appointed as an Additional Director to hold office till the dateof the Annual General Meeting be and is hereby appointed as Director of the Company, whose office shall beliable to determination through retirement by rotation.”

For and on behalf of the BoardFor Tirupati Inks Ltd

Date : 26th August, 2010 Sanjiv AgrawalPlace : New Delhi Chairman

NOTES:

A. APPOINTMENT OF PROXY: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING ISENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVEMUST BE DEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXEDFOR COMMENCEMENT OF THE MEETING.

B. Corporate Members: Corporate Members intending to send their authorised representatives are requested tosend a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at theAnnual 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, 24th September2010 to Saturday, 25th September 2010 (both days inclusive).

E. Queries at the AGM: Queries proposed to be raised at the Annual General Meeting may be sent to the Companyat its registered office at least seven days prior to the date of AGM to enable the management to compile therelevant 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 RegisteredOffice.

G. Members are requested to quote their folio Nos. / DPID Nos. in all future correspondence(s) with the Company.


2

H. The Company has appointed M/s Beetal Financial & Computer Services Pvt Ltd as the Registrar & ShareTransfer Agent of the Company. All the investor queries may be directed either to the Company at its registeredoffice or its RTA on their address at Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, NearDada Harsukhdas Mandir, New Delhi- 110 062.

I. Inspection of Documents: Documents referred to in the Notice etc., are open for inspection at the registeredoffice of the Company at all working days except Saturdays between 11 A.M. and 2 P.M. up to the date of AnnualGeneral Meeting.

J. Explanatory Statement: Explanatory Statement as required under section 173(2) of the Companies Act, 1956,in respect of Special Business under item no. 4 is enclosed herewith.

Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956

Item No. 4:

Mr Ram Prakash Gupta was co-opted on the Board of the Company as Additional Director to hold office until thedate of ensuing annual general meeting.

The Company has received notice in writing along with the requisite deposit under Section 257 of the CompaniesAct, 1956 proposing the candidature of Mr Ram Prakash Gupta for the office of Director of the Company in theensuing Annual General Meeting.

The Board recommends the proposed resolution at item no 4 for adoption of members in the larger interest of theCompany.

Mr Ram Prakash Gupta is interested and concerned in his respective proposed resolution.

For and on behalf of the BoardFor Tirupati Inks Ltd


3

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedDIRECTORS’ REPORT

Dear Members

Your Directors present the 26th Annual Report of your Company together with the Audited Annual Accounts for thefinancial year ended 31st March 2010.

Financial Highlights (Rs. in lacs)

Particulars Year Ended Year Ended31.03.2010 31.03.2009

Total Income 7176.22 5036.98Total Expenditure 7226.86 4929.87Increase / (Decrease) in Stock 346.87 (17.30)Profit / (Loss) before tax 296.23 89.81Less: Provision for Income Tax 70.34 9.20

Provision for FBT 0.00 1.55Provision for Deferred Tax 10.47 (0.94)

Profit / (Loss) after tax 215.42 80.00Paid-up Share Capital 317.56 277.56Reserve & Surplus 405.57 157.68

Year in Retrospect

During the year under review, total income of the Company was Rs. 7523.09 lacs as against Rs. 5019.68 lacs in theprevious year. The Company was able to earn a profit after tax of Rs. 215.42 lacs for the year as against a profit ofRs. 80.00 lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of theCompany.

Material Changes etc. after Balance Sheet date

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial positionof the Company have occurred between the end of the financial year of the Company 31st March, 2010 till the dateof this Report.

Proposed Further Public Offer (FPO)

The Board of Directors has been planning to raise financial resources for setting up new facility for manufacturing ofSpeciality Inks like Digital Inks, UV Inks, Offset Printing Inks and Ink Concentrates to augment and support existingproduct range of the company which include Rotogravuere Inks and Flexographic Inks used in printing of FlexiblePackaging Material. For this purpose the company has been proposing to make a FPO of equity shares of thecompany subject to the requisite approvals of Bombay Stock Exchange, securities and Exchange Board of India,Delhi Stock Exchange, Registrar of Companies and other statutory authorities.

After the FPO the equity shares of the company shall be listed on the Bombay Stock Exchange apart from thecurrent listing at Delhi Stock Exchange.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of theCompany, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors’ Certificateon compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisionsof section 58A of the Companies Act, 1956.


4

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 theCompanies 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 ink was exported to the overseas market. The Companyexports the printing inks to various countries viz., Nigeria, Turkey, Malaysia, Mauritius, Jordan, Italy, etc. Ourexport revenue from Inks during the previous year ending March 31, 2009 was Rs 422.46 lacs (FOB value)constituting 20.83% of the total Printing Ink turnover of the Company.

c. Foreign Exchange Earnings and Outgo: The Company had earned foreign exchange by way of export ofproducts as per the annexure given along with this report during the year under review.

Particulars of Employees

During the financial year under review, none of the Company’s employees was in receipt of remuneration as prescribedunder section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Ms Divya Agarwal has resigned from the board and Mr Ram Prakash Guptawas appointed as additional director w.e.f 24th August, 2010. In terms of the provisions of the Companies Act, 1956,he shall hold office until the date of the ensuing Annual General Meeting. His appointment as ordinary director of theCompany is placed before the members for consideration. The Board recommends the resolution for adoption by themembers.

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr SanjivAgarwal and Mrs Rajni Maheshwari is liable to retire by rotation and being eligible offer themselves for re-appointment.Directors recommend their re-appointment.

Auditors

M/s Shashi Dinesh & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusionof the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate undersection 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has beenobtained 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 anyfurther clarification.

Directors’ Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge andbelief and according to the information and explanations obtained by them and save as mentioned elsewhere in thisReport, 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 hasbeen no material departure;

b. they have selected such accounting policies and applied them consistently and made judgments and estimatesthat 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 2010 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 accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; and

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

5

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedStock Exchange Listing

The shares of the Company are listed on Delhi Stock Exchange. The listing fee for the financial year 2010-11 hasalready been paid to the Delhi Stock Exchange. As mentioned before, the Company is planning for FPO and afterthat the equity shares of the Company shall be listed at Bombay Stock Exchange also.

Acknowledgement

Your Directors are grateful and pleased to place on record their appreciation for the excellent support, trust, guidanceand cooperation extended & reposed by the all its stakeholders, employees, customers, financial institutions andbanks, various government departments, statutory & regulatory bodies and local authorities in the Company andlook forward to their continued patronage. The Board also expresses its appreciation of the understanding andsupport extended by the shareholders and employees of the Company

For and on behalf of the BoardFor Tirupati Inks Limited



6

Annexure A

ANNEXURE TO THE DIRECTORS’ REPORT

INFORMATION AS PER SECTION 217(1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARDOF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31st MARCH, 2010:

PARTICULARS AS PER FORM A: 2009-2010 2008-2009

A. POWER AND FUEL CONSUMPTION1. ELECTRICITY

(a) PURCHASED:Units (in lacs) 1.43 1.45Total amount (in lacs) 6.62 6.74Rate/Units (in Rs.) 4.62 4.65

(b) OWN GENERATION:(i) Through Diesel Generator

Ltrs (in lacs) 0.10 0.17Total amount (in lacs) 3.80 5.87Rate/Ltrs (in Rs.) 38.00 34.25

(ii) Through Steam Turbine/Generator NIL NA2. LIGHT DIESEL OIL/FURNACE OIL

Quantity (Kilo Ltrs.) NIL NATotal Cost (in lacs) NIL NAAverage/Ltrs (in Rs.) NIL NA

3. GAS(a) LPG GAS

Quantity (K.G.) NIL NATotal Cost (in lacs) NIL NAAverage/ K.G. (in Rs.) NIL NA

(b) NATURAL GASQuantity (SCM) NIL NATotal Cost (in lacs) NIL NAAverage/ SCM (in Rs.) NIL NA

PARTICULARS AS PER FORM B: 2009-2010 2008-2009

A. RESEARCH AND DEVELOPMENT (R & D)(a) Specified Areas in which R & D carried out by the Company: NIL NA(b) Benefits derived as a result of the above R & D : NIL NA(c) Future plan of action NIL NA(d) Expenditure on R & D

(i) Capital NIL NA(ii) Recurring NIL NA(iii) Total NIL NA(iv) Total R & D Expenditure as a percentage of total turnover NIL NA

B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION(a) Efforts in brief, made towards Technology Absorption, Adaption and innovation: NIL NA(b) Benefits derived as a result of the above efforts

e.g., product improvement, cost reduction, productdevelopment, import substitution etc., : NIL NA

(c) In case of imported technology, (imported during the last five yearsreckoned from the beginning of the financial year) following informationmay be furnished :i) Technology imported NIL NAii) Year of import NIL NAiii) Has technology been fully absorbed NIL NAiv) If not fully absorbed, areas where this has not taken place, reason

thereof and future plan of action NIL NAC. FOREIGN EXCHANGE EARNINGS AND OUT GO:

(a) Activities relating to exports, initiative taken toincrease exports, development of new export marketsfor products and services and export plans Nil Nil

(b) Total foreign exchange used Rs. 21.45 Lacs Rs. 2.90 Lacs(c) Total foreign exchange earned Rs. 422.46 Lacs Rs. 196.14 Lacs

7

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedREPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below:

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCEOur Company’s philosophy on Corporate Governance envisages attainment of highest levels of accountability,transparency, responsibility and fairness in all aspects of its operations. Our business culture and practices arefounded upon a common set of values that govern our relationships with customers, employees, shareholders,suppliers and the communities in which we operate. The Company believes that all its actions must serve theunderlying 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.

2. BOARD OF DIRECTORSThe Company maintains an optimum combination of Executive, Non Executive and Independent Directors. TheBoard consists of total Six (6) directors on 31st March, 2010, out of which three (3) are independent. Mr SanjivAgarwal is the Executive Chairman cum Whole Time Director of the Company, Mr Rakesh Kumar Agarwal is theManaging Director and Mrs Rajni Maheshwari is the Whole Time Director of the Company. The Constitution ofthe Board as on 31st March 2010 is as follows:

Name of the Director & Category No. of positionsDesignation held in other Public Companies1

Board CommitteeMembership Chairmanship

Mr Sanjiv Agarwal Promoter & Executive 1 Nil NilChairman & Whole Time Director

Mr Rakesh Kumar Agarwal Promoter & Executive Nil Nil NilManaging Director

Ms Rajni Maheshwari Promoter & Executive 1 Nil NilWhole Time Director

Mr Ram Shanker Agarwal Non Executive Independent Nil Nil NilDirector

Mr Chandra Prakash Agarwal Non Executive Independent Nil Nil NilDirector

Ms Divya Agarwal2 Non Executive Independent Nil Nil Nil1 Only included Indian Companies2 Resigned from directorship and Mr Ram Prakash Gupta has been appointed as additional director w.e.f.24th August, 2010.

Directors’ Attendance RecordDuring the Financial Year 2009-10, (25) twenty five meetings of the Board of Directors were held on 02.04.2009,27.04.2009, 01.05.2009, 31.05.2009, 06.06.2009, 25.06.2009, 23.07.2009, 30.07.2009, 06.08.2009, 07.08.2009,22.08.2009, 04.09.2009, 30.09.2009, 12.10.2009, 14.10.2009, 22.10.2009, 24.10.2009, 31.10.2009, 09.11.2009,25.11.2009, 27.11.2009, 07.12.2009, 10.12.2009, 23.12.2009 and 30.01.2010. The Board was duly suppliedwith the agenda of the meetings incorporating all material information for facilitating meaningful and focuseddiscussions at the meeting. The intervening period between the Board Meetings was well within the maximumtime gap of four months as prescribed in clause 49 of the Listing Agreement. Details of attendance of Directorsin the Board meeting during the financial year 2009-10 are as under:

Name of the Director No. of Board Attendance at Whether attendedMeeting the Board Meeting Last AGM

Mr Sanjiv Agarwal 25 25 Yes

Mrs Rajni Maheshwari 25 24 Yes

Mr Rakesh Kumar Agarwal 25 25 Yes


8

Name of the Director No. of Board Attendance at Whether attendedMeeting the Board Meeting Last AGM

Mr Ram Shanker Agarwal 25 20 Yes

Mr Chandra Prakash Agarwal 25 0 Yes

Mr Harish Kumar Sharma1 25 1 No

Mr Rajeev Kumar Maheshwari2 25 3 No

Ms Divya Agarwal3 25 20 Yes1Resigned on 06.08.20092Resigned on 22.08.20093Resigned from directorship and Mr Ram Prakash Gupta has been appointed as additional director w.e.f. 24th

August, 2010.

Disclosure Regarding Appointment & Re-appointment of Directors in the ensuing AGMMr Sanjiv Agarwal and Mrs Rajni Maheshwari Directors, who shall be retiring in this AGM, being eligible haveoffered themselves for re-appointment. Mr Ram Prakash Gupta was appointed as Additional Director of thecompany and will be appointed as Ordinary Director of the Company in the AGM. Brief particulars of thesedirectors are as follows:

Particulars Mr Sanjiv Agarwal Mrs Rajni Maheshwari Mr Ram Prakash Gupta

DIN 00140174 01371043 03201059

Father’s Name Mr Satya Narain Agarwal Mr Girdhar Das Bhattar Mr Ram Karan Gupta

Date of Birth 1st March, 1964 7th November, 1970 5th July, 1958

Address B-71, Shyam Nagar, 7/103, Swaroop Nagar, 309 E, Sujat Gunj,Kanpur-208013 Kanpur-208002 Kanpur Nagar-208013

Designation Whole Time Director Whole Time Director Director

Education Chartered Accountant B.A. Master of Science

Experience Experience in taxation, finance, Over 5 years of experience in Experience in managingaccounting department and over administrative and various banking affairs for about 1410 years of experience in financial functions. years as an officer of Bank ofInk Industry. Baroda, and marketing in

different fields and productionof INDIGO and other herbalbased cosmetic products withan overall experience of 30years in the Cosmetic Industry.

Companies in Ramdeo Polysters Pvt. Ltd. Ramdeo Polysters Pvt. Ltd. Nilwhich holdsDirectorship

Companies in Nil Nil Nilwhich holdsmembershipof committees

Shareholding in 6,92,000 (21.79%) 4,84,938 (15.27%) Nilthe Company(No. & %)

Relationship Nil Nil Nilwith otherDirector

9

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limited3. AUDIT COMMITTEE

(a) Terms of ReferenceThe Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the provisionsof the Clause 49 of the Listing Agreement. The Audit Committee shall have the authority to investigate intoany matter that may be prescribed and the matters listed below and for this purpose the Audit Committeeshall have full access to information contained in the records of the Company and external professionaladvice, 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 financialstatements before its submission to the Board, changes in accounting policies, major accounting entriesbased on estimate of management.

d. To look into all matters relating to internal control system, internal audit system and the reasons forsubstantial 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 ofchief internal auditor (including his remuneration).

(b) CompositionTill 31st March, 2010 the committee comprises of one Executive and two non executive independent directorsi.e. Mr Ram Shanker Agarwal– as Chairman; Mr Sanjiv Agarwal and Ms Divya Agarwal as the Members ofthe Committee.The Audit Committee of the Board was reconstituted on 24th August, 2010 due to the resignation of Ms DivyaAgarwal from the board of the Company and Mr Ram Prakash Gupta was introduced as member of thecommittee. The reconstituted Audit Committee comprises of one Executive and two non executive independentdirectors i.e. Mr Ram Shanker Agarwal– as Chairman; Mr Sanjiv Agarwal and Mr Ram Prasad Gupta as theMembers of the Committee.

(c) AttendanceThe Committee met two (2) times during the Financial Year 2009-2010 on the following dates: 31.10.2009and 30.01.2010. Details of attendance of Directors in the Audit Committee meeting are as under:

Name of the Director & Category Attendance at the AuditDesignation Committee Meeting

Mr Ram Shanker Agarwal Non Executive 2Chairman Independent Director

Ms Divya Agarwal1. Non Executive 2Member Independent Director

Mr Sanjiv Agarwal Promoter & 2Member Executive Director

1Resigned from directorship and Mr Ram Prakash Gupta has been appointed as additional director w.e.f.24th August, 2010.

4. REMUNERATION COMMITTEE

(a) Composition & Terms of ReferenceThe Remuneration Committee shall have the power to determine the Company’s policy on specificremuneration packages including pension rights and other compensation for executive directors and for thispurpose, the Remuneration Committee shall have full access to information contained in the records of theCompany and external professional advice, if necessary.


10

Till 31st March, 2010 the committee comprises of one Executive and two non executive independent directorsi.e. Mr Ram Shanker Agarwal– as Chairman; Mr Sanjiv Agarwal and Ms Divya Agarwal as the Members ofthe Committee.

The Remuneration Committee of the Board was reconstituted on 24th August, 2010 due to the resignation ofMs Divya Agarwal from the board of the company and Mr Ram Prakash Gupta was introduced as memberof the committee. The reconstituted remuneration committee comprises of two non-executive and independentdirectors and one executive and promoter director namely Mr Ram Shanker Agarwal, Chairman and MrSanjiv Agarwal & Mr Ram Prakash Gupta as Members.

The Committee met one (1) time during the Financial Year 2009-2010 on 01.05.2009. Details of attendanceof Directors in the Remuneration Committee meeting are as under:

Name of the Director & Category Attendance at the RemunerationDesignation Committee Meeting

Mr Ram Shanker Agarwal Non Executive 1Chairman Independent Director

Mr Sanjiv Agarwal Promoter & 1Member Executive Director

Ms Divya Agarwal1. Non Executive 1Member Independent Director

1Resigned from directorship and Mr Ram Prakash Gupta has been appointed as additional director w.e.f.24th August, 2010.

(b) Remuneration Policy of the CompanyThe remuneration policy of the Company is directed towards rewarding performance. The Managing Directorand the Whole Time Director of the Company are entitled for payment of Remuneration as decided by theBoard and approved by the members as per the provisions of the Companies Act, 1956. Directors are alsoentitled for the sitting fee for attending Board/ Committee Meeting except the Managing Director and WholeTime Director.

(c) Details of the Directors’ Remuneration for the financial year ended 31st March, 2010

Name of Director Sitting Salaries & Commision, Total No. of SharesFees Perqusities Bonus Amount held & %

(In Rs.) Exgratia (In Rs.)Mr Sanjiv Agarwal Nil 6,00,000 Nil 6,00,000 692000 (21.79%)

Mr Rakesh Kumar Agarwal Nil 3,12,000 Nil 3,12,000 15000 (0.47%)

Mrs Rajni Maheshwari Nil 3,00,000 Nil 3,00,000 484938(15.27%)

Mr Harish Kumar Sharma1 Nil 1,20,000 Nil 1,20,000 Nil

Mr Rajeev Kumar Maheshwari2 Nil 1,20,000 Nil 1,20,000 Nil

Mr Ram Shanker Agarwal 25,000 Nil Nil 25,000 Nil

Mr Chandra Prakash Agarwal Nil Nil Nil Nil Nil

Ms Divya Agarwal3 25,000 Nil Nil 25,000 Nil1Resigned on 06.08.2009 2Resigned on 22.08.2009 3Resigned on 24.08.2010

5. 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 transmissionetc and to oversee all matters connected with the Shareholders.

Till 31st March, 2010 the committee comprises of one Executive and two non executive independent directorsi.e. Mr Ram Shanker Agarwal– as Chairman; Mr Sanjiv Agarwal and Ms Divya Agarwal as the Members ofthe Committee.

11

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedThe Investor Grievance Committee was reconstituted on 24th August, 2010 due to the resignation ofMs Divya Agarwal from the board of the company and Mr Ram Prakash Gupta was introduced as memberof the committee.

The reconstituted Investor Grievance Committee comprises of Mr Ram Shanker Agarwal, a non-executiveindependent director who is appointed as the Chairman of the Committee.

Name of the Director Category DesignationMr Ram Shanker Agarwal Non-executive Independent Chairman

Mr Sanjiv Agarwal Promoter Executive Director Member

Ms Divya Agarwal1. Non-executive Independent Member1Resigned from directorship and Mr Ram Prakash Gupta has been appointed as additional director w.e.f.24th August, 2010.

The committee met Two (2) times during the year on 31.10.2009 and 30.01.2010.

(b) Ms Garima Vishnoi is the Compliance Officer of the Company for the purpose of Clause 47 of the ListingAgreements to look after the compliances under the Listing Agreement and other SEBI Rules & Regulations etc.

(c) During the year, the Company has not received any complaint from the shareholders. Accordingly, therewas no pending complaint from any shareholder as on 31st March 2010.

6. GENERAL BODY MEETINGS

A. Annual General Meetings: Particulars of past three Annual General Meetings of the Company:

Year Date Venue Time No. of SpecialResolution(s)

passed2007 28.12.2007 1st Floor, Quami Ekta Trust Building, 31, 4:00 P.M. Nil

Bhai Veer Singh Marg, Near Gol Market,New Delhi -110 001

2008 30.09.2008 1st Floor, Quami Ekta Trust Building, 31, 5.00 P.M. NilBhai Veer Singh Marg, Near Gol Market,

New Delhi -110 001

2009 29.09.2009 Lok Kala Manch, Gaytri Hall, 20, 10:30 A.M. TwoLodhi Institutional Area, Lodi Road,

New Delhi

Special Resolution passed during the last three Annual General Meeting.

Year Date Business passed2007 28.12.2007 Nil

2008 30.09.2008 Nil

2009 29.09.2009 • Further issue of shares u/s 81(1A)• Alteration of Articles of Association

B. (1) Special Resolution passed through Postal Ballot:

The following Special resolutions were passed through Postal Ballot in the last year vide Notice dated4th September, 2009:(i) For alteration in Other Object Clause of the Memorandum of Association of the Company.(ii) For authorization to Board to make investments in equity shares & other securities under Section

372A of the Companies Act, 1956.(iii) For authorization to Board to give corporate guarantee under Section 372A of the Companies Act,

1956 not exceeding Rs. 100 crores.(iv) For authorization to the Board to make inter corporate loans under Section 372A of the Companies

Act 1956 not exceeding Rs. 100 crores.


12

(2) Details of voting:

Sr. No. Particulars Item No. 1 Item No. 2

No. of Voting No. of VotingBallots Rights Ballots Rights

1 Total Postal Ballot Forms received within 27 1400493 27 1400493the prescribed time

2 Less: Invalid Postal Ballot Forms* Nil Nil Nil Nil

3 Valid Postal Ballot Forms 27 1400493 27 1400493

4 Postal Ballot Forms against Resolution(s) Nil Nil Nil Nil

5 Postal Ballot Forms in favour 27 1400493 27 1400493 of the Resolution(s)

Sr. No. Particulars Item No. 3 Item No. 4

No. of Voting No. of VotingBallots Rights Ballots Rights

1 Total Postal Ballot Forms received within 27 1400493 27 1400493the prescribed time

2 Less: Invalid Postal Ballot Forms* Nil Nil Nil Nil

3 Valid Postal Ballot Forms 27 1400493 27 1400493

4 Postal Ballot Forms against Resolution(s) Nil Nil Nil Nil

5 Postal Ballot Forms in favour 27 1400493 27 1400493of the Resolution(s)

(3) Person conducted the Postal Ballot processMrs Anuradha Aggarwal, ACS, LL.B, was appointed as Scrutinizer to conduct the Postal Ballot process in afair and transparent manner. The Result for the aforesaid Postal Ballot was declared on 7thOctober, 2009.

(4) Proceedings of postal ballotThe Postal Ballot Notice issued pursuant to Section 192A of the Companies Act, 1956, for passing the followingResolution by postal ballot, was dispatched to the members of the Company on 4th September 2009.The Board of Directors at its meeting held on 4th September 2009 has appointed Mrs Anuradha Aggarwal,ACS, LL.B, as Scrutinizer to receive and scrutinize the completed ballot forms received from the Membersand for conducting the Postal Ballot process in a fair and transparent manner. The Postal Ballot Forms andthe self addressed postage prepaid envelopes were also sent for use of Members. The shareholders wererequested to return the postal ballot forms duly completed along with the assent (for) or dissent (against), soas to reach the scrutinizer on or before the close of working hours on 5th October 2009.After due scrutiny of all the postal ballot forms received by Mrs Anuradha Aggarwal up to the close ofworking hours of 5th October 2009 (being last date fixed for return of the Postal Ballot forms duly filled in bythe members), Mrs Anuradha Aggarwal had submitted her report.The Chairman after receiving the Scrutinizer’s report announced that the Special Resolutions under itemnos 1, 2, 3 and 4 were approved by the shareholders of the Company with requisite majority and directedthat the proceedings should be recorded in the minute book recording the proceedings of general meetingsof the members.

7. DISCLOSURES

(a) Related Party TransactionsThere are no materially significant related party transactions with its Promoters, the Directors or theManagement, their Subsidiaries or Relatives etc., which may have potential conflict with the interest of thecompany at large. The other related party transactions are given in point no. 15 of Notes on Accountsannexed to and forming the part of Balance Sheet and Profit and Loss Account of the Company.

13

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limited(b) Non compliance by the Company, Penalties, Structures

There were no instances of non-compliance by the Company, penalties, structures imposed on the Companyby the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during thelast three years.

(c) Non mandatory requirementsThe Company proposes to adopt the non-mandatory requirements including adoption of Whistle BlowerPolicy given in Annexure-3 of Clause 49 of the listing agreement in due course of time.

8. CODE OF CONDUCTThe 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 managementpersonnel 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 ofconduct framed by the Company and a confirmation to that effect has been obtained from the directors andsenior management.

Sanjiv Agarwal Rakesh Kumar AgarwalExecutive Chairman Managing Director

9. MEANS OF COMMUNICATION

(a) At present quarterly/ half-yearly reports are not being sent to shareholders, individually.

(b) The Quarterly / half-yearly / annual accounts results are published in the English and Hindi Newspapers.— which newspaper normally published in Pioneer (English) & Hari Bhumi (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

i) Annual General Meeting

Day & Date Time Venue

Saturday, September 25, 2010 11.00 A.M. B-4, Unesco Apartments, Plot No. 55,I P Extension, Patparganj, Delhi-110092

ii) Financial Calendar

Events Tentative time frame

Financial Reporting for the first quarter ended 12th August, 2010 (actual)30th June, 2010

Financial Reporting for the second quarter ending On or before 14th November 201030th September, 2010

Financial Reporting for the third quarter ending On or before 14th February 201131st December, 2010

Financial Reporting for the fourth quarter ending On or before 15th May 201131st March, 2011

iii) Dates of Book Closure : 24th September, 2010 to 25th September, 2010(both days inclusive).

iv) Dividend Payment Date : Not applicable

v) Listing on Stock Exchanges : The Shares of the Company are listed at Delhi Stock Exchange.


14

vi) Stock Code/ Symbol : 19053 at the Delhi Stock Exchange

vii) Market Price Data :As the Company’s shares are hardly traded, the stock market data, pertaining to MonthlyHigh and Low prices of Equity shares of the Company, during the previous financial year are not available.

viii) Registrar and Share Transfer Agent & Share Transfer SystemIn compliance with the Listing Guidelines, the Share Transfer System of the Company is regularly audited.M/s Beetal Financial & Computer Services (P) Ltd, its Registrar and Share Transfer Agent carries out theprocess of share transfer in physical as well as in demat form.

Particulars Beetal Financial & Computer Services (P) LtdContact 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

E-mail [email protected]

ix) Distribution of Shareholding as on 31st March 2010:

Shareholding of Nominal Shareholders Share AmountValue of

Rs. Rs. Number % to Total In Rs. % to Total

(1) (2) (3) (4) (5)Up to 5,000 201 71.02 4,47,750.00 1.4100

5,001 10,000 26 9.19 1,98,250.00 0.624310,001 20,000 3 1.06 53,000.00 0.166920,001 30,000 2 0.71 56,500.00 0.177930,001 40,000 5 1.77 1,86,050.00 0.585940,001 50,000 6 2.12 2,96,100.00 0.932450,001 1,00,000 11 3.89 6,74,700.00 2.1246

1,00,001 and Above 29 10.25 2,98,43,910.00 93.9780Total 283 100 3,17,56,260.00 100

x) Dematerialization of shares and liquidity: As on 31st March 2010 about 29.52% of the Company’s equitypaid-up capital had been dematerialized. Trading in equity shares of the Company at the Stock Exchange ispermitted compulsorily in demat mode.

xi) There are no outstanding GDRs/ ADRs/ Warrants or any Convertible other Instruments as on the date.

xii) Plant Locations: The Company has Ink Plant located at two units:

UnitsKanpur UnitA-1/33 & A-1/29, Dada Nagar Industrial Area, Kanpur - 208 022 (U.P.)

Jammu UnitLane No.4, Phase-II, Plot No.267, SIDCO Industrial Complex,Bari Brahmana, Jammu – 181133 (J & K)

xiii) Address for Correspondence: The shareholders may send their communication grievances/ queries tothe Registrar and Share Transfer Agents at their Address mentioned above or to the Company at:

Investor Relation CentreTirupati Inks Ltd

B-4, UNESCO Apartments, Plot No. 55,I P Extension, Patparganj, Delhi-110092

Telefax: +91-11-47531013e-mail:[email protected]

15

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedCEO/CFO CERTIFICATION

We, Rakesh Kumar Agarwal, Managing Director and Rajiv Kapoor, Chief Financial Officer (CFO), responsible for thefinance function hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2010 and thatto 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 which arefraudulent, 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 theyhave evaluated the effectiveness of internal control systems of the company pertaining to financial reporting andthey have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of suchinternal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify thesedeficiencies.

(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 financialreporting.

Date : 26th August, 2010 Rajiv Kapoor Rakesh Kumar AgarwalPlace : New Delhi Chief Financial Officer Managing Director

Certificate of Compliance with the conditions ofCorporate Governance under Clause 49 of the Listing Agreement

ToThe MembersTirupati Inks LimitedNew Delhi

We have examined the compliance of conditions of Corporate Governance by Tirupati Inks Limited (hereinafterreferred as “the Company”) for the year ended March 31, 2010, as stipulated in clause 49 of the listing agreement ofthe said Company with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in the above-mentioned listing agreement.

We further state that based on the Report given by Registrar and Transfer Agent of the company, during the year, theCompany has not received any complaint from the shareholders. Accordingly, there was no pending complaint fromany shareholder as on 31st March 2010.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the Management has conducted the affairs of the Company.

For R&DCompany Secretaries

Date : 26th August, 2010 Debabrata Deb NathPlace : Delhi ACS: 23935; CP: 8612


16

MANAGEMENT DISCUSSION AND ANALYSIS REPORTCautionary Statement

The management Discussion and Analysis Report may contain certain statements that might be considered forwardlooking. These statements are subject to certain risks and uncertainties. Actual results may differ materially fromthose expressed in the statement as important factors could influence Company’s operations such as Governmentpolicies, economic development, political factors and such other factors beyond the control of the Company.

Overview, Industry Structure & Development

The Company is mainly engaged in the business of manufacturing of printing ink and trading in polyster films. TheCompany has two manufacturing facilities i.e. one at Kanpur & another at Jammu. At Kanpur Unit, mainly printing inkis manufactured apart from a small volume of printing cylinders and at the Jammu Unit, only printing ink ismanufactured.

Product Mix Customer Focus Critical Inputs Technology

Wide Range of Products. Strong Distribution Network. Ability to procure raw State of the art plant atProduct acceptance Focused direct marketing materials for conversion Kanpur & Jammu.Inacross wide range of to key customers in India by suppliers, at house facilities for. R & Dcustomers.In house and in Foreign Market. competitive prices. for new products andmanufacturing facility of cost cutting in productionRotogravure printing cost.Cylinders.

The printing ink includes different pigments and dyes, its application ranges from coloring a background, text andto create an image. The publishing and packaging industries are one of the major sectors which depend much onprinting ink. Other than various mixtures of pigments printing ink also contains flushes, resins, vegetable oils,waxes and solvents. The process starts with forming a dispersed or dissolved coloring matter to form a fluid orpaste, which in turn will be used for printing on a substrate and then gets dried. There are four major classes ofprinting ink: letterpress and lithographic inks, commonly called oil or paste inks; and flexographic and rotogravureinks, which are referred to as solvent inks. These inks vary considerably in physical appearance, composition,method of application, and drying mechanism. Flexographic and rotogravure inks have many elements in commonwith the paste inks but differ in that they are of very low viscosity, and they almost always dry by evaporation ofhighly volatile solvents.

The global ink industry is worth more than $14 billion, with the U.S., Europe and Asia-Pacific accounting for thelargest portions. In the U.S. alone, there are approximately 250 companies that manufacture ink. The major playersin the printing ink manufactures are Dainippon Ink / Sun Chemicals, Flint Group, Toyo Ink and Huber Group. Theglobal printing industry has witnessed a turbulent time for two last years. The industry had to face the heat ofeconomic downturn and recession. However the Asia-Pacific printing ink industry performed extremely well, withsales estimated at $4.5 billion. Increasing globalization and internationalization has been a key trend among theleading Ink manufacturing companies to consolidate across the globe and shaping the future. Even as internationalink manufacturers looked for ways to reduce their operating costs, they also put increasing emphasis on developingnew products to help their customers differentiate themselves and grow their business in this difficult market. Theglobal market for ink is expected to reach USD 17bn by 2010 according to a new report by Global Industry Analysts,Inc (GIA)

Outlook

The printing industry growth is linked to the GDP growth of the country. The industry has been under pressure withthe economic slowdown and raw material prices. The demand for the printing ink has become the vital aspect insustaining the market growth. The industry depends heavily on the prices of raw materials, crude oil. Moreover, theprice volatility of these commodities has prompted the companies to opt for counter measures. The demand forprinting ink is expected to grow further, especially from publishing segment and packaging segment. The industrywill be on a zooming track of growth once the economic turbulence is over.

17

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedRisks & Concern

Over the years, your Company has achieved an appropriate balance between risk and returns by setting up anefficient risk mitigation system to meet various forms of financial and other risks. The primary risks that the companyis exposed to credit risk, market risk and operational risk. Evaluation of risk and its management becomes moreimportant in the global scenario, especially when your Company is trying to penetrate the global markets.

Human resource/Industrial relations

The Company recognizes the importance and contribution of its human resources for its growth and developmentand is committed to the development of its people.

The Company has cordial relations with employees and staff. There are no industrial relations problems during theyear 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 theirknowledge base for which continuous efforts are made on training and development.

Internal Control Systems and Adequacy

The Company has established internal control systems for ensuring optimum use of resources and safeguarding theassets. 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 thepolicies, procedures and status. The management has put in place internal system for constant review and monitoringof recovery efforts.

Product wise Performance

Presently the Company’s primary business segment is manufacturing of Printing Inks, Printing Cylinders & Supplyof Polyster Films and Printing Inks. Details of Business Segments to the extent available, are as follows:

Particulars Year Ended 31st March, 2010Printing Inks / Polyester Films Total

CylindersSegment Revenue 2029.60 5137.21 7166.81

Segment Results 248.90 511.03 759.93Less: Unallocated Expenses — — 133.00Add: Interest & Other Income — — 9.41

Less: Financial Expenses — — 340.11Profit Before Tax — — 296.23Less: Provision for Tax — — 80.81

Profit After Tax — — 215.42


18

AUDITORS’ REPORTTo,The MembersM/s Tirupati Inks Limited.(Formerly known as Jyotirgamaya Promoters Limited)B-4, UNESCO Apartments, Plot No.55, I-P. Extn.,Patparganj, Delhi - 110092

We have audited the attached Balance Sheet of Tirupati Inks Limited (“the Company”) as at March 31, 2010, therelated Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which wehave signed under reference to this report. These financial statements are the responsibility of the Management ofthe 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 Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant 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 theCompany as we considered appropriate and according to the information and explanations given to us, we set out inthe 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 werenecessary 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 appearsfrom our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreementwith the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by thisreport 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, 2010, and taken onrecord by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2010 frombeing 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 withthe 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, 2010;ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; andiii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For SHASHI DINESH & CO.Chartered Accountants

Sudhir Kapoor(Partner)

Place : Kanpur Membership No. 073456Dated : 29.05.2010 Firm’s Regn No. 004975 C

19

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedANNEXURE TO THE AUDITORS REPORT

i (a) The company has maintained proper records showing full particularsincluding quantitative details and situationof fixed assets.

(b) As informed to us these fixed assets have been physically verified by the management during the periodand no discrepancies between the book records and physical inventory have been noticed on such verification.

(c) According to the information and explanations and on examination of Books of Accounts, the company hasnot disposed off substantial part of fixed assets during the Year.

ii (a) The inventory has been physically verified during the year by the management. In our opinion, the frequencyof verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable andadequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification betweenthe physical stock and the book records were not material.

iii (a) The company has not granted any loans secured or unsecured to the companies, firms or other partiescovered under section 301 of the Act. Accordingly clauses iii(b) to iii (d) of the paragraph 4 of the order arenot applicable to company for the current year.

(b) The company has obtained an unsecured, interest free loan from one of the director of the company. Theamount valued is Rs.15.65 lacs. The terms and conditions are not prima facie prejudicial to the interest ofthe company. In respect of the aforesaid loan no repayment schedule has been fixed by the company andhence there in no overdue amount at the end of the financial year.

iv In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with size of the company and the nature of its business with regard to purchase ofinventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we havenot 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 thatneed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been soentered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuanceof contracts or arrangements entered in the register maintained under section 301 of the Companies Act,1956 in respect of any party, during the year have been made at prices which are reasonable having regardto prevailing market prices at the relevant time.

vi. As per the information and explanations given to us and as per our examination of books of accounts, thecompany has not taken any deposit, hence there is no contravention of the provisions of Section 58A, 58AA orany 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.

viii. The Central Government has not prescribed the maintenance of cost records in respect of the Company undersection 209 (1) (d) of the Companies Act, 1956, as confirmed by the management.

ix (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues includingprovident fund, employees state insurance, income tax, service tax, custom duty, excise duty, cess andother material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect ofincome tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st

March 2010 for a period of more than six months from the date they became payable.

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 inrepayment 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 share,debentures and other securities.


20

xiii. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions ofclause 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 otherinvestments.Accordingly,the provisions of clause 4(xiv) of the Companies (Auditor’s Report) order, 2003 arenot applicable to the company.

xv. As per the explanation and as per the records of the company , no guarantee has been given by the companyfor loans taken by the others from banks or financial institutions.

xvi. As per the explanation and as per the records of the company, no term loan has been obtained during the yearexcept vehicle loan.

xvii. According to the information and explanations given to us, and on an overall examination of the balance sheetof the company, we report that no funds raised on short-term basis have been used for long-term investment.No long-term fund have been used to finance short-term assets except permanent working capital.

xviii. According to the information and explanations given to us and as per the records of the company, no allotmentof preferential shares have been made during the year to the parties and companies covered in the registermaintained 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 money from public, hence this clause is not applicable.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed orreported during the course of our audit.

For SHASHI DINESH & CO.Chartered Accountants

Sudhir Kapoor(Partner)

Place : Kanpur Membership No.073456Dated : 29.05.2010 Firm’s Regn No. 004975 C

21

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedBALANCE SHEET AS AT 31ST MARCH, 2010

(Rs. in Lacs)

As At As AtPARTICULARS Schedule

31.03.2010 31.03.2009

SOURCES OF FUNDSShareholders’ Fund(a) Equity Share Capital 1 317.56 277.56(b) Reserve & Surplus 2 405.57 157.68Advance Against Share Application Money 0.00 203.00Upfront Payments Received AgainstConvertible Warrants 0.00 4.00Deferred Tax Liabilities 30.99 20.52Loan Funds(a) Secured Loans 3 1595.88 1210.79(b) Unsecured Loans 4 415.35 58.67

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 2765.35 1932.22

============================================== ==============================================APPLICATION OF FUNDS

Fixed AssetsGross Block 5 410.20 374.01Less : Depreciation Reserve 77.94 60.56

--------------------------------------------------------------------- ---------------------------------------------------------------------Net Block 332.26 313.45Capital Work-in-Progress 5.73 6.42

--------------------------------------------------------------------- ---------------------------------------------------------------------Net Fixed Assets 337.99 319.87

============================================== ==============================================Current Assets, Loans & Advances(a) Inventories 6 1414.67 1193.71(b) Sundry Debtors 7 1684.74 719.60(c) Cash & Bank Balances 8 144.64 106.08(d) Loans & Advances 9 44.58 90.60

--------------------------------------------------------------------- ---------------------------------------------------------------------3288.63 2109.99

============================================== ==============================================Less : Current Liabilities & Provisions(a) Liabilities 10 811.75 440.93(b) Provisions 11 88.10 56.71

--------------------------------------------------------------------- ---------------------------------------------------------------------899.85 497.64

--------------------------------------------------------------------- ---------------------------------------------------------------------Net Current Assets 2388.78 1612.35

============================================== ==============================================Miscellaneous Expenditure(To the extent not written off or adjusted )Public Issue Expenses 38.58 0.00

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 2765.35 1932.22

============================================== ==============================================STATEMENT OF SIGNIFICANTACCOUNTING POLICIES 19

NOTES FORMING PART OF ACCOUNTS 20

AUDITOR’S REPORTThis is the Balance Sheet Statement referred to in our separate report of even date attached.

For SHASHI DINESH & CO. For Tirupati Inks Ltd.Chartered Accountants

Sudhir Kapoor Sd/- Sd/-Partner Rakesh Kumar Agarwal Rajni MaheshwariMembership No. 073456 Managing Director Whole Time DirectorFirm’s Regn No. 004975 C

Place : KanpurDate : 29.05.2010


22

MANUFACTURING, TRADING & PROFIT & LOSS ACCOUNT FOR THE YEAR ENDING 31.03.2010

(Rs. in Lacs)

Year Ended Year EndedPARTICULARS Schedule

31.03.2010 31.03.2009

INCOMESales 12 7166.81 5031.27Other Income 13 9.41 5.71Increase/(Decrease) in Stock 14 346.87 -17.30

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 7523.09 5019.68

============================================== ==============================================

EXPENDITUREPurchases/Consumption 6565.58 4355.44Manufacturing 15 174.52 246.11Administrative 16 85.82 74.98Selling & Distribution 17 40.02 31.08Financial 18 340.11 204.81Depreciation 20.81 17.45

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 7226.86 4929.87

============================================== ==============================================Profit/(Loss) for the Year 296.23 89.81Add: Balance Brought Forward from Last Year 93.68 7.38Add: Profit of Last Years of Transferor Companypursuant to Scheme of Amalgamation 0.00 85.29

--------------------------------------------------------------------- ---------------------------------------------------------------------389.91 182.48

============================================== ==============================================

APPROPRIATIONProvision for Income Tax 70.34 9.20Provision for FBT 0.00 1.55Provision for Deferred Tax 10.47 -0.94Proposed Dividend 0.00 27.76Propsoed Dividend Tax 0.00 4.71Proposed Dividend Written Back -27.76 0.00Propsoed Dividend Tax Written Back -4.71 0.00Transfer to Share Capital pursusnt to-Scheme of Amagamation 0.00 46.52Net Profit/(Loss) carried over to Balance Sheet 341.57 93.68

--------------------------------------------------------------------- ---------------------------------------------------------------------389.91 182.48

============================================== ==============================================

STATEMENT OF SIGNIFICANTACCOUNTING POLICIES 19

NOTES FORMING PART OF ACCOUNTS 20

AUDITOR’S REPORTThis is the Balance Sheet Statement referred to in our separate report of even date attached.




23

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedSCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs. in Lacs)

As At As AtPARTICULARS

31.03.2010 31.03.2009

SCHEDULE-1 : SHARE CAPITAL

AUTHORISED16000000 (Previous Year 3250000) Equity Shares of Rs. 10/- each 1600.00 325.00

--------------------------------------------------------------------- ---------------------------------------------------------------------

ISSUED, SUBSCRIBED & PAID UP CAPITAL

3175626 Equity Shares of Rs. 10/- each fully paid-up 317.56 277.56(Previous Year 2775626 Equity Shares of 10/- each)

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 317.56 277.56

============================================== ==============================================

SCHEDULE-2 : RESERVE & SURPLUS

Profit & Loss A/c. 341.57 93.68

Securities Premium 64.00 64.00--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 405.57 157.68============================================== ==============================================

SCHEDULE-3 : SECURED LOANS

Vehicle Loan from Kotak Mahindra Primus Ltd.. 14.31 17.22

Working Capital Loan from Canara Bank 809.72 666.15

Working Capital Loan from OBC 606.11 406.62

PC/FDB Limit from Canara Bank 100.00 25.20

Term Loan from Canara Bank 33.61 52.75

Term Loan from OBC 32.13 42.85--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 1595.88 1210.79============================================== ==============================================

SCHEDULE-4 : UNSECURED LOANS

(i) From Directors 15.65 15.65

(ii) Others 399.70 43.02--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 415.35 58.67============================================== ==============================================


24

SCH

EDU

LE -

5FI

XED

ASS

ETS

AN

NEX

UR

E A

S PE

R C

OM

PAN

IES

AC

T, 1

956

(Rs.

in L

acs)

GRO

SS B

LOCK

DEP

REC

IATI

ON

NET

BLO

CK

S.PA

RTI

CU

LAR

SAS

ON

AS O

NAS

ON

FOR

THE

DED

UC

TIO

NU

PTO

AS O

NAS

ON

No.

01.0

4.20

09A

DD

ITIO

ND

EDU

CTI

ON

31.0

3.20

1001

.04.

2009

YEA

R31

.03.

2010

31.0

3.20

1031

.03.

2009

1LA

ND

23.3

60.

000.

0023

.36

0.00

0.00

0.00

0.00

23.3

623

.36

2FA

CTO

RY B

UIL

DIN

G71

.89

1.69

0.00

73.5

85.

462.

420.

007.

8865

.70

66.4

3

3PL

ANT

& M

ACH

INER

Y19

0.90

28.2

50.

0021

9.15

37.3

310

.26

0.00

47.5

917

1.56

153.

57

4G

ENER

ATO

R14

.87

0.00

3.55

11.3

22.

140.

640.

002.

788.

5412

.73

5AI

R C

ON

DIT

ION

ER3.

240.

000.

003.

240.

690.

150.

000.

842.

402.

55

6M

OBI

LE P

HO

NE

1.69

0.05

0.00

1.74

0.45

0.08

0.00

0.53

1.21

1.24

7VE

HIC

LE43

.68

8.70

7.31

45.0

79.

734.

883.

4311

.18

33.8

933

.95

8C

OM

PUTE

R7.

311.

880.

009.

193.

181.

300.

004.

484.

714.

13

9O

FFIC

E EQ

UIP

MEN

T1.

970.

030.

002.

000.

220.

100.

000.

321.

681.

75

10FU

RN

ITU

RE

& FI

XTU

RE

1.07

0.51

0.00

1.58

0.18

0.08

0.00

0.26

1.32

0.89

11W

EIG

HT

SCAL

E1.

180.

320.

001.

500.

090.

070.

000.

161.

341.

09

12FI

RE

EXTI

NG

UIS

HER

1.09

0.95

0.00

2.04

0.10

0.09

0.00

0.19

1.85

0.99

13EL

ECTR

ICAL

IN

STAL

LATI

ON

0.84

3.58

0.00

4.42

0.11

0.18

0.00

0.29

4.13

0.73

14LA

B EQ

UIP

MEN

T10

.54

0.06

0.00

10.6

00.

830.

500.

001.

339.

279.

71

15C

YCLE

0.02

0.00

0.00

0.02

0.02

0.00

0.00

0.02

0.00

0.00

16R

EFR

IGER

ATO

R0.

140.

000.

000.

140.

020.

010.

000.

030.

110.

12

17IN

VERT

OR

S &

BATT

ERY

0.18

0.10

0.00

0.28

0.01

0.01

0.00

0.02

0.26

0.17

18FA

N E

XHAU

ST &

CO

OLE

R0.

040.

060.

000.

100.

000.

000.

000.

000.

100.

04

19TR

ANSF

OR

MER

0.00

0.87

0.00

0.87

0.00

0.04

0.00

0.04

0.83

0.00

TOTA

L37

4.01

47.0

510

.86

410.

2060

.56

20.8

13.

4377

.94

332.

2631

3.45

20C.

W.I.

P. B

UIL

DIN

G6.

421.

422.

115.

730.

000.

000.

000.

005.

736.

42

PREV

IOU

S YE

AR35

0.20

36.9

36.

7038

0.43

45.8

617

.45

2.75

60.5

631

9.87

304.

34

25

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedSCHEDULES FORMING PART OF THE BALANCE SHEET (Contd...)

(Rs. in Lacs)


31.03.2010 31.03.2009

SCHEDULE-6 : INVENTORIES

Materials in Stock 888.96 1014.87

Work-in-Process 51.24 27.87

Finished Goods 474.47 150.97--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 1414.67 1193.71============================================== ==============================================

SCHEDULE-7 : SUNDRY DEBTORS

Debts outstanding for less than six months-Considered Good 1656.56 702.28

Others 28.18 17.32--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 1684.74 719.60============================================== ==============================================

SCHEDULE-8 : CASH & BANK BALANCES

Cash in Hand 16.28 12.50

Balance with Scheduled Banks 0.28 10.82

FDR with Banks (Pledged as Margin for L/C) 112.20 75.20

Interest Accrued on FDRs 15.88 7.56--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 144.64 106.08============================================== ==============================================

SCHEDULE-9 : LOANS & ADVANCES(Unsecured considered good unless otherwise stated)

Advance recoverable in cash or in kind for value to be received

Advance to Suppliers 17.14 20.97

Security Deposit 2.97 1.60

Advance to Staff 0.00 3.53

Advance to Others 24.47 64.50--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 44.58 90.60============================================== ==============================================

SCHEDULE-10 : LIABILITIES

(I) Sundry Creditors (Raw Materials)

(a) MSME* 118.92 71.44

(b) Others 628.71 313.02

(II) Other Liabilities 64.12 56.47--------------------------------------------------------------------- ---------------------------------------------------------------------

TOTAL 811.75 440.93============================================== ==============================================

*To the extent identified by and informations available with the management


26

SCHEDULES FORMING PART OF THE BALANCE SHEET (Contd...)

(Rs. in Lacs)


31.03.2010 31.03.2009

SCHEDULE-11 : PROVISIONS

For Income Tax 68.58 9.25For FBT 0.00 1.55For Proposed Dividend 0.00 27.76For Proposed Dividend Tax 0.00 4.71For Expenses 19.52 13.44

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 88.10 56.71

============================================== ==============================================

SCHEDULE-12 : SALES

Domestic Sales 6665.78 4676.52Export Sales 434.01 211.74Add : Excise Duty 67.02 143.01

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 7166.81 5031.27

============================================== ==============================================

SCHEDULE-13 : OTHER INCOME

Interest on FDR 9.41 5.70Miscellaneous Income 0.00 0.01

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 9.41 5.71

============================================== ==============================================

SCHEDULE-14 : INCREASE / (DECREASE) IN STOCK

Closing Stock 525.71 178.84Less : Opening Stock 178.84 0.00Pursuant to Scheme of Amalgamation 0.00 196.14

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 346.87 -17.30

============================================== ==============================================

SCHEDULE-15 : MANUFACTURING EXPENSES

Wages & Salary 61.58 67.48Cylinder Design Purchases 1.80 0.53Freight & Cartage (Inwards) 12.85 14.86Toll Tax Inwards 0.43 1.21Power & Fuel 6.62 6.74Consumable Stores 5.60 6.12D.G.Running Expenses 1.54 3.50Loading & Unloading Expenses 0.21 0.13Laboratory Expenses 0.10 0.05Godown Rent 5.21 5.85Excise Duty Paid 78.58 139.64

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 174.52 246.11

============================================== ==============================================

27

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedSCHEDULES FORMING PART OF THE BALANCE SHEET (Contd...)

(Rs. in Lacs)


31.03.2010 31.03.2009

SCHEDULE-16 : ADMINISTRATIVE EXPENSES

Repair & Maintenance 2.14 1.37News Paper & Periodicals 0.02 0.23Telephone Expenses 5.91 6.47Insurance 4.57 4.21Office Expenses 1.02 2.62Legal & Professional Charges 7.27 11.25Vehicles Running & Maintenance 5.38 5.83Postage & Telegram 1.88 2.45Printing & Stationery 3.14 1.48Director Remuneration 14.52 12.12Director’s Sitting Fees 0.50 0.17Meeting Expenses 0.00 0.32ECGC Premium 0.86 0.11Generator Expenses 2.26 2.37Foreign Travelling Expenses 7.67 2.90Staff Welfare 2.48 1.74Retirement Benefits 5.50 5.05Audit Fee 0.80 0.20Computer Expenses 1.71 0.51Bonus 1.05 1.06Travelling/Conveyance Expenses 4.05 7.75Loss on Sale of Car 1.37 1.11Loss on Transit 0.13 0.83Listing Fees 0.08 0.11Fees & Subscription 8.22 0.46Rates & Taxes 0.13 0.05Employers Contribution on PF 1.67 1.42Service Tax Expenses 0.04 0.00Sales Tax Expenses 0.92 0.00Security Expenses 0.53 0.79

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 85.82 74.98

============================================== ==============================================SCHEDULE-17 : SELLING & DISTRIBUTION EXPENSESAdvertisement Expenses 1.78 1.27Freight & Cartage (Outward) 9.88 7.37Toll Tax Outwards 0.18 1.14Clearing & Forwarding Exp. on Export 20.32 13.61Commission on Sales 1.50 5.21Sample Expenses 4.98 2.48Rebate & Discount 1.38 0.00

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 40.02 31.08

============================================== ==============================================SCHEDLUE-18 : FINANCIAL EXPENSESBank Interest/Charges 225.30 159.05Interest on Unsecured Loans 19.59 9.99Interest on Term Loan 10.04 14.40Interest on Vehicle Loan 3.32 0.78Interest on L.C. 81.84 20.51Interest (Others) 0.02 0.08

--------------------------------------------------------------------- ---------------------------------------------------------------------TOTAL 340.11 204.81

============================================== ==============================================


28

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS FORMING PART OF THE BALANCESHEET AS AT 31ST MARCH, 2010 AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH,2010.

SCHEDLUE-19 :

(A) SIGNIFICANT ACCOUNTING POLICIES1. Basis of Accounting

The financial statements have been prepared under the historical cost convention in accordance with generallyaccepted accounting principles in India, the accounting standards issued by the Institute of CharteredAccountants of India and the 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 expenditureon accrual basis.

2. Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilitiesand disclosure of contingent assets and liabilities at the date of the financial statements and the reportedamount of revenues and expenses for the years presented. Actual results could differ from those estimates.

3. Recognition of Income and ExpenditureSales are recognized when goods are supplied and are recorded net of rebates and Sales Tax / VAT andinclusive 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 Companyand the revenue can be reliably measured.

4. Fixed Assets and DepreciationThe 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 ratesprovided in Schedule XIV of The Companies Act, 1956.

5. Impairment of AssetsWhenever events indicate that assets may be impaired, the assets are subject to a test of recoverabilitybased on estimates of future cash flows arising from continuing use of such assets and from its ultimatedisposal.A provision for impairment loss is recognized where it is probable that the carrying value of an asset exceedsthe amount to be recovered through use or sale of the asset.

6. InventoriesInventories are valued at lower of cost and net realizable value.a) Raw Materials : Average cost methodb) Finished Goods & Work in Progress : Includes conversion and other cost incurred in bringing

the inventories to their present location and condition.

7. Retirement Benefitsa. 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. Provision for Retirement Benefits is provided on the basis of actuarial valuation carried out at the year end.

8. TaxationTax expense comprises of Current and Deferred Tax. Current Income Tax is measured at the amount expectedto 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 theBalance Sheet date.

29

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedDeferred Tax is recognized, subject to the considerations of prudence, on timing differences, being thedifference between taxable income that originate in one period and are capable of reversal in one or moresubsequent periods.

9. Contingent LiabilitiesSince no Contingent Liabilities are known to the company hence no provision is provided in the books ofaccounts.

10. Borrowing costs attributable to acquisition or construction of qualifying assets are capitalized as part of thecost of such assets up to the date when such asset is ready for its intended use. Other borrowing costs arecharged to the Profit & Loss A/c.

SCHEDLUE-20 :

(B) NOTES TO ACCOUNTS

1. During the year ending 31st March, 2010, the Authorized Share Capital of the Company was increasedfrom Rs.3.25 crores to Rs.12.00 crores w.e.f. 29-09-2009 and further increased to Rs.16.00 crores w.e.f.27-11-2009.

2. The Board of Directors recommended final dividend @10% of the face value of Rs.10/- per share on 2775626Equity Shares i.e. Rs.1/- per share for the Financial Year 2008-09 subject to the approval of the members inthe AGM of the company which was held on 29-09-2009. However, members did not approve the paymentof dividend and accordingly the amount of proposed dividend along with proposed dividend tax has beenwritten back to the Reserve & Surplus on 30-09-2009.

3. Provision for taxation for the financial year 2009-10 represents Income Tax computed as per the normal rateof Income Tax prescribed under the Income Tax Act, 1961 after taking MAT credit u/s 115JAA of the IncomeTax Act, 1961.

4. Cash Credit Limit & PC / FDB Limit from Canara Bank of Rs.809.72 lacs & Rs.100.00 lacs respectively aresecured by hypothecation of Stocks & Book Debts on 1st charge paripassu basis with Oriental Bank ofCommerce (Consortium Member).

Term Loan from Canara Bank of Rs.33.61 lacs is secured by hypothecation of Factory Land & Building,Plant & Machinery and Other Moveable Fixed Assets of the company on 1st charge paripassu basis withOriental Bank of Commerce (Consortium Member).

Cash Credit Limit from Oriental Bank of Commerce of Rs.606.11 lacs is secured by hypothecation of Stocks,Book Debts & Other Current Assets of the company on 1st charge paripassu basis with Canara Bank.

Term Loan from Oriental Bank of Commerce of Rs.32.13 lacs is secured by hypothecation of Fixed Assetsof the company on 1st charge paripassu basis with Canara Bank.

5. During the year 2008-09 the company issued 400000 Convertible Warrants (10% upfront payments received@ Rs.1/- per convertible warrant) to the Strategic Investors on preferential basis with an entitlement toconvert into/ exchange with the equal number of Equity Shares of the company, in one or more trenches atthe option of the warrant holders within a period of 18 months from the date of issue of such ConvertibleWarrants.

Out of 400000 convertible warrants 344000 were converted and allotted as equity shares to various strategicinvestors on preferential basis on 30-09-2009 and remaining 56000 convertible warrants were convertedand allotted as equity shares on 31-10-2009.

6. Based on the information available with the company in respect of MSME (as defined in the Micro Small &Medium Enterprises Development Act, 2006) there are no delays in payment of dues to such enterprisesduring the period.The above information regarding Micro Small & Medium Enterprises has been determined to the extentsuch parties have been identified on the basis of information available with the company. This has beenrelied upon by the auditor.


30

7. Remuneration paid / payable to Managing Director and Whole time Directors.Year ended Year ended

Particulars 31st March, 2010 31st March, 2009Director’s Remuneration Rs.14.52 lacs Rs. 12.12 lacs

8. Remuneration paid / payable to AuditorsYear ended Year ended

Particulars 31st March, 2010 31st March, 2009Statutory Audit Fees Rs 0.80 lacs Rs 0.20 lacs

9. In the opinion of the board, the Current Assets, Loans & Advances are approximately of the value stated, ifrealized, in the ordinary course of business.

10. Unsecured loan from Directors include Interest free loan of Rs. 15.65 lacs (previous year Rs.15.65 lacs)

11. SEGMENT REPORTING:-Based on the guidelines of Accounting Standards on Segment Reporting (AS-17) issued by The Institute ofChartered Accountants of India, the Company’s primary business segment is manufacturing of PrintingInks, Printing Cylinders & supply of Polyester Films and Printing Inks. Details of Business Segments to theextent available, are as follows:-

Primary Reportable Segments (Rs. in lacs)

Particulars Year Ended 31st March, 2010

Printing Inks/ Polyester TotalCylinders Films

Business Segment

Segment Revenue 2029.60 5137.21 7166.81

Segment Results 248.90 511.03 759.93

Less: Unallocated Expenses — — 133.00

Add: Interest & Other Income — — 9.41

Less: Financial Expenses — — 340.11

Profit Before Tax — — 296.23

Less: Provision for Tax — — 80.81


Other Information:

Segment Assets 1218.74 2164.28 3383.02

Unallocated Assets — — 282.18

Total Assets — — 3665.20

Segment Liabilities 171.30 587.56 758.86

Unallocated Liabilities — — 2183.21

Total Liabilities — — 2942.07

Capital Expenditures 33.08 — 33.08

Unallocated Capital Expenditures — — 13.28

Total Capital Expenditures — — 46.36

Depreciation 13.03 — 13.03

Unallocated Depreciation — — 7.78

Total Depreciation — — 20.81

31

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedSecondary Reportable Segments (Rs. in lacs)


Within U.P. Outside U.P. Total

Geographical Segment

Segment Revenue 6598.55 568.26 7166.81

Segment Results 506.63 120.30 626.93

Add: Interest & Other Income — — 9.41

Less: Financial Expenses — — 340.11

Profit Before Tax — — 296.23

Less: Provision for Tax — — 80.81


Other Information:

Segment Assets 2932.80 693.82 3626.62

Unallocated Assets — — 38.58

Total Assets — — 3665.20

Segment Liabilities 649.20 182.07 831.27

Unallocated Liabilities — — 2110.80

Total Liabilities — — 2942.07

Capital Expenditures 14.18 32.18 46.36

Unallocated Capital Expenditures — — —

Total Capital Expenditures — — 46.36

Depreciation 14.15 6.66 20.81

Unallocated Depreciation — — —

Total Depreciation — — 20.81

12. Deferred Taxation (Rs. in Lacs)

Particulars As at As at31.03.10 31.03.09

Computation of Deferred Tax Assets/ Liabilities

Deferred Tax liability on account of Depreciation difference 30.99 20.52

Less : Deferred Tax Assets on Account ofDisallowance 00.00 00.00under Income Tax Act 1961

Net Deferred Tax Liability 30.99 20.52

13. The company has changed its registered office from B-5, First Floor,Captain Gaur Marg, East of Kailash,New Delhi-110065 to B-4, UNESCO Apartments, Plot No.-55, I-P Extn. Patparganj, Delhi-110092 w.e.f.12-10-2009.

14. Capital Raised during the year: (Rs. In lacs)

Public Issue NILBonus Issue NILRight Issue NILPrivate Placement 40.00


32

15. Related Party Disclosures for the Year Ended 31-03-2010List of Related Parties

1 Key Management Personnel Mr. Sanjiv AgarwalMr. Rakesh Kumar AgarwalSmt. Rajni Maheshwari

2 Relative of Key Management Personnel Mr. Rajiv Maheshwari(Husband of Smt. Rajni Maheshwari)

3 Enterprises that directly/indirectly through one or NILmore intermediaries control or controlled by, or undercommon control with, the company.

4 Associate Company NIL

5 Members or their relatives having significant influence NILover the Company by having an interest in the votingpower of the company

6 Enterprises in which substantial interest in the Ramdeo Polysters Pvt. Ltd.voting power is owned directly/indirectly by keymanagement personnel or their relatives includingdirectors and senior management of the company.

Details of Transaction with the Related Parties (Rs in lacs)

Particulars Key Relative of Enterprises Associate Members or EnterprisesManagement Key where Company their relatives in which

Personnel Management Control having substantialPersonnel Exit significant interest

influence

Rent Paid 0.00 0.00 0.00 0.00 0.00 1.20

Remuneration 14.52 0.30 0.00 0.00 0.00 0.00

16. Additional Information where applicable pursuant to the provisions of Schedules VI of The Company Act1956, is a under:-A. Licensed Capacity:

The Company is not required to obtain License under the Industrial Development & Regulation Act, asinformed by the management; therefore the said details are not applicable.

B. Installed Capacity (Printing Inks) 1840000.000 kgs p.a.Note: Installed capacity is on the basis of single shift working as certified by the management and beinga technical matter, relied upon by the auditor without verification.

C. Actual Production (Rs. in Lacs)Particulars Year Ended 31st March, 2010

Unit Qty Amt

Printing Inks / Ink Reducers KG 993104.150 917.98

Printing Cylinders NO 7 0.12

Total 918.10

D. Opening Stock of Finished Goods (Rs. in Lacs)Particulars 1st April, 2009

Unit Qty AmtPrinting Inks / Inks Reducers KG 21784.000 23.78


Met Poly Films KG 81443.700 126.96

Total 150.97

33

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedE. Closing Stock of Finished Goods (Rs. in Lacs)

Particulars Year Ended 31st March, 2010Unit Qty Amt

Printing Inks / InksReducers KG 81310.000 109.14

Printing Cylinders NO NIL NIL

Met Poly Films KG 284405.690 365.33

Total 474.47

F. Sales (Rs. in Lacs)


Unit Qty AmtPrinting Inks / InksReducers KG 1555857.350 2027.89


Met Poly Films KG 4276331.990 5137.21

Total 7166.81

G. Raw Materials Consumed / Purchases (Rs. in Lacs)

Particulars Year Ended 31st March, 2010Unit Qty Amt

Chemicals KG 829501.777 315.01

Pigments & Dyes KG 108590.406 243.16

Resin KG 124335.704 192.65

Packing Materials NO 30809 39.20

Printing Inks KG 622279.200 923.61

Polyester Films KG 4402421.480 4851.95

Total 6565.58

H. Value of Imported & Indigenous Raw Material Consumed/ Purchases and Percentage with TotalConsumption (Rs. in Lacs)


% Rs.Imported 1.52 99.88

Indigenous 98.48 6465.70

Total 100.00 6565.58

I. Expenditure in Foreign Currency (on payment basis) (Rs. in Lacs)

Particulars Year Ended 31st March, 2010Purchase of Polyester Films 6.88Fees & Subscription 6.90

Foreign Travelling 7.67

J. Earnings in Foreign Currency (Rs. in Lacs)Particulars Year Ended 31st March, 2010

F.O.B Value on Sales 422.46

K. Amount remitted during the year in foreign currency ondividends and number of non – resident shareholders NIL


34

17. Earning per share

Particulars 31.03.2010 31.03.2009Profit after Tax Rs. 215.42 Lacs Rs. 80.00 Lacs

Weighted Av. No. of Equity Shares 2971418 2730682

Basic EPS Rs. 7.25 Rs. 2.93

18. The company has provided Excise Duty of Rs.2,23,267.00 (previous year Rs. 1,77,851.75) on the finishedgoods lying in the premises as on the Balance Sheet date and included in the inventory value.

19. The company has filed the Draft Red Herring Prospectus with SEBI in December, 2009 for making a furtherpublic issue of an amount aggregating to Rs. 5150.00 lacs through Book Building process for which theapproval of SEBI is pending. The company has incurred expenditure of Rs. 38.58 lacs upto 31.03.2010towards proposed scheme for which further public issue has been intended.

20. Previous year figures have been regrouped, rearranged & recast where considered necessary.

21. Schedules ‘1’ to ‘20’ form an integral part of the accounts for the year ended 31st March, 2010.

22. All the figures have been rounded off to the nearest lacs rupees.

35

TTTTTirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks Limitedirupati Inks LimitedBALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS :

Registration No. State Code

Balance Sheet date

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS)

Public Issue Right Issue

Bonus Issue Private Placement

III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RS. THOUSAND)

Total Liabilities Total Assets

Sources of Funds

Paid up Capital Reserve and Surplus

Secured Loans Unsecured Loans

Share Application Money Deferred Tax Liability

Application of Funds

Net Fixed Assets Net Current Assets

Public Issue Expenses

IV. PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSANDS)

Turnover Total Expenditure

Profit/Loss Before Tax Profit/Loss After Tax

Earning per share in Rs. Dividend rate %

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY ( AS PER MONETARY TERMS)

Product Description Item Code (ITS Code)

a) Printing Inks

b) Polyester Film

c) Rotogravure Printing Cylinders

L67120DL1984PLC017904

3 1 0 3 2 0 1 0

5 5

N I L

3 6 6 5 . 2 0 3 6 6 5 . 2 0

3 1 7 . 5 6

1 5 9 5 . 8 8

7 1 7 6 . 2 2 6 8 7 9 . 9 9

N I L

N I L

4 0 . 0 0

+

7 . 2 5

+ –

3 3 7 . 9 9 2 3 8 8 . 7 8

3 2 1 5 1 1 9 0 / 3 2 1 5 1 9 9 0

3 9 2 0 6 2 2 0

8 4 4 3 9 0 9 0

3 0 . 9 9

4 0 5 . 5 7

4 1 5 . 3 5

3 8 . 5 8

2 9 6 . 2 3 2 1 5 . 4 2

N I L

N I L

CASH FLOW STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2010As At 31.03.2010 As At 31.03.2009

PARTICULARSAmount (Rs. in Lacs) Amount (Rs. in Lacs)

(A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 296.23 89.81Add: Depreciation 20.81 17.45Interest Expenses 340.11 204.81Loss on Sale of Fixed Assets 1.37 1.11Less: Interest Income (–) 9.41 (–) 5.70

------------------------------------------------------- -------------------------------------------------------Operating Profit Before Working Capital Changes 649.11 307.48

------------------------------------------------------- -------------------------------------------------------Adjusted forInventories (–) 220.96 (–) 421.20Sundry Debtors (–) 965.14 (–) 158.30Loans & Advances 46.02 (–) 2.96Current Liabilities 370.82 137.04Provision for Expenses 6.08 10.58

------------------------------------------------------- -------------------------------------------------------Cash Generated from Operations (–) 114.07 (–) 127.36

------------------------------------------------------- -------------------------------------------------------Tax Paid (–) 12.56 (–) 8.06

------------------------------------------------------- -------------------------------------------------------NET CASH FLOW FROM OPERATING ACTIVITIES (–) 126.63 (–) 135.42

===================================== =====================================(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (–) 46.36 (–) 36.93Sale of Fixed Assets 2.51 2.84Subsidy Received Against Fixed Assets 3.55 0.00Interest Income 9.41 5.70

------------------------------------------------------- -------------------------------------------------------NET CASH FLOW FROM INVESTING ACTIVITIES (–) 30.89 (–) 28.39

===================================== =====================================(C ) CASH FLOW FROM FINANCING ACTIVITIES

Share Capital 36.00 2.21Secured Loans 385.09 377.28Unsecured Loans 153.68 31.53Securities Premium 0.00 4.00Public Issue Expenses (–) 38.58 0.00Interest Expenses (–) 340.11 (–) 204.81

------------------------------------------------------- -------------------------------------------------------NET CASH FLOW FROM FINANCING ACTIVITIES 196.08 210.21

===================================== =====================================Net Cash Increase in Cash & Cash Equivalents 38.56 46.40Cash & Cash Equivalents at the Beginning of the Year 106.08 0.85Cash & Cash Equivalents of the Transferor Companypursuant to Scheme of Amagamation 0.00 58.83Cash & Cash Equivalents at the End of the Year 144.64 106.08

Notes: 1. The above Cash Flow Statement has been prepared under the Indirect Method setout in AS - 3 issued by The Institute ofChartered Accountants of India.

2. Previous year figures have been re-grouped and re-arranged wherever considered necessary after excluding financial effectsof merger transactions taken place during the financial year 2008 - 09.

This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors





36

Folio No. ........................................

(To be filled in by the Shareholder)

TIRUPATI INKS LIMITEDPROXY FORM

I/We .............................................................................................................................................................................................................................................

of.......................................................................................................................................................................................................................................................................

being a member(s) of TIRUPATI INKS LIMITED, hereby appoint.......................................................................................................................................

...............................................................................................................................................................................................................................................................

of ..................................................................................................................................................................................................................................... or

failing him/her of ........................................................................................................................................................................................................................

as my/our proxy to attend and vote for me/us on my/our behalf at the 26th Annual General Meeting of the Company to be held on, 25th of September, 2010

and at any adjournment thereof. As witness my hand/our hands this day.................................of 2010.

DP-Id : ...................................................................................

Client-Id : ...................................................................................

Signed by the Said : ...............................................................................

NOTE : The proxy must be deposited at the Registered Office of the Company at B-4, UNESCO Apartments, Plot No. 55, I P Extension, Patparganj, Delhi-110092, not less than 48 hours before the time of holding the Meeting.

TIRUPATI INKS LIMITEDATTENDANCE SLIP

26TH ANNUAL GENERAL MEETING

Time : 11.00 A.M., 25th day of September, 2010

Place : B-4, UNESCO Apartments, Plot No. 55, I P Extension, Patparganj, Delhi-110092

FULL NAME OF THE FIRST SHAREHOLDER.............................................................................................................................................................................

Joint Shareholders, if any.............................................................................................................................................................................................................

Father’s/Husband’s Name ............................................................................................................................................................................................................

Address in full...............................................................................................................................................................................................................................

FULL NAME(S) OF THE PERSON ATTENDING THE MEETING AS A PROXY/SHAREHOLDER(S)

.....................................................................................................................................................................................................................................................................

I/We hereby record my/our presence at the 26th Annual General Meeting held on Saturday, 25th day of September, 2010 at 11.00 A.M. B-4, UNESCOApartments, Plot No. 55, I P Extension, Patparganj, Delhi-110092.

Folio No. / DP-Id : ......................................................................................

Client-Id : ......................................................................................

No. of Shares : ...................................................................................... Signature(s).......................................................

Members may please note that the Auditorium Authorities do not permit carrying of bags/articles/snack packets etc. inside the meeting hall. The Companywill not make any arrangements for safe keeping of articles etc. outside the Hall. Members may make their own arrangements which shall be solely at theirrisk and cost and the Company will in no way be responsible for any loss/theft of articles etc.

AffixRe 1/-

RevenueStamp

� �

BOOK-POST

If Undelivered please return to :-

TIRUPATI INKS LIMITEDB-4, UNESCO Apartments, Plot No. 55,I P Extension, Patparganj, Delhi-110092

Pri

nted

by

Firs

t Im

pres

sion

: 9

8112

2404

8, 9

8995

7824

5