BOARD'S REPORT

To,

The Members,

Your Directors take pleasure in presenting the 22nd Annual Report together with the Audited Standalone & Consolidated Financial Statements for the year ended March 31st, 2023.

Your directors submit the following particulars/disclosures and information as required under section 134(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and other applicable rules there under.

Financial Results:

                                                                                                                        (Amount in Lakhs)

The State of the Company's affairs:

The Company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and sellers of all kind of plastic woven stocks, Polythylene lined gunny bags, lineliums, Plastic bags, thermoplastics, polypropylence and PVC Products, Plastic Polythylene, Bags, Goods, FIBC (Flexible Intermediate Bulk Containers) and Technical textiles and any plastic article made from them and made out of compounds, intermediates, derivatives and by-products of plastics. The Board of Directors is taking all measures to utilize the available resources at the optimum level.

There has been no change in the nature of business of the Company during the year.

The amount proposed to carry to any reserves:

The Company has transferred Rs. 18,96,152/- to Securities Permium Account and Rs. 8,78,90,085/- to Surplus in the Statement of Profit and Loss during the year 2022-23.

The amount, which it recommends to be paid by way of dividend:

In order to preserve the profit and to utilize such amount in the business activities, your Directors do not recommend any dividend during the year under review.

Annual Return:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the annual return of the company for the financial year ended 31st March 2023 has been uploaded on the website of the company http://www.tirupatibalajee.net/.

Capital Structure:

The Authorised Share Capital of the Company as on 31st March, 2023 was Rs. 6,67,25,000/- (Rupees Six Crore Sixty Seven Lakhs & Twenty Five Thousand only) divided into 66,72,500 (Sixty Six Lakhs Seventy Two Thousand & Five Hundred) Equity Shares of Rs. 10/- (Rupees Ten only) each.

During the year under review, the Company has issued and allotted 12,253 (Twelve Thousand Two Hundred and Fifty Three) Equity Shares to Mr. Anant Agarwal, which shall rank pari-passu in all respects with the existing equity shares of the company, in lieu of and against the conversion of unsecured Loan taken by company from Mr. Anant Agarwal.  

The Paid-up Equity Share Capital of the company as on 31st March, 2023 is Rs. 1,15,80,000/- (Rupees One Crore Fifteen Lakh Eighty Thousand only) divided into 11,58,000 (Eleven Lakh Fifty Eight Thousand) Equity Shares of Rs. 10/- (Ten) each.

The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity Shares as on 31st March, 2023.

Number of meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board met Ten (10) Times during the year 2022-23 and there were no gap exceeding 120 days between two Board meetings.

Director's Responsibility Statement:

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a.       that in the preparation of the annual financial statements for the period ended on 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b.       that such accounting policies as mentioned in the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at 31st March, 2023 and of the Profit of the Company for the year ended on that date;

c.       that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.       that the annual financial statements have been prepared on a going concern basis;

e.       that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Details in respect of fraud reported by auditor's u/s 143(12) other than those which are reportable to the Central Government:

There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

Statement on Declaration by Independent Directors under section 149(6):

Your Company is a Private Limited Company; hence the provisions relating to appointment of Independent Directors and the requirement of declaration pursuant to section 149(6) of the Companies Act, 2013 is not applicable to the Company.

Criteria for determining qualifications, positive attributes, independence of a Director and other matters under section 178(3)

Your Company is not covered u/s 178(1) hence the information as required u/s 178(3) is not applicable to the Company during the year 2022-23.

The details about the CSR initiatives taken during the year:

Pursuant to section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted CSR Committee comprising Shri Binod Kumar Agarwal as the Chairman, Shri Sakul Grover & Shri Ranjan Kumar Mohapatra as the member of the Committee during the year. In view of the profits of the company, your Company was required to undertake CSR projects during the year 2022-23. The Annual Report on CSR activities is annexed herewith as "Annexure A".

Subsidiaries, Joint Ventures and Associate Companies:

The Following companies are subsidiaries of your Company during the financial year 2022-23 under review:

A statement containing the salient features of the financial statements of subsidiary company as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached with financial statements as "Annexure B". The particulars of performance of financial position of the aforesaid subsidiary are provided as part of the consolidated financial statements.

The Company does not have any associate or joint venture during the year 2022-23 as well as none of the Companies which have become or ceased to be its associate or joint venture during financial year.

Appointment of the Auditors and explanations or comments on qualification, reservation or adverse remark or disclaimer made by the Auditors in their report:

M/s ABN & Co., Chartered Accountants (Firm Reg. No. 004447C) was re-appointed as the statutory auditors of the Company, to hold office for another term of 5 years commencing from conclusion of the 19th Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in year 2025.

However, during the financial year under review, M/s ABN & Co., Chartered Accountants (Firm Reg. No. 004447C) resigned from the office of Statutory Auditor of the Company. The Board of Directors of the Company appointed M/s. M.S. Dahiya & Company, Chartered Accountants, Indore (FRN: 013855C) as the Statutory Auditor of the Company to fill the casual vacancy caused by resignation of M/s. ABN & Co., Chartered Accountants (Firm Reg. No. 004447C). The members of the Company also approved the appointment of M/s. M.S. Dahiya & Company, Chartered Accountants, Indore (FRN: 013855C) as the Statutory Auditor of the Company to conduct the Statutory Audit for the financial year 2022-23.

Further, Board of Directors of the company hereby recommends re-appointment of M/s. M.S. Dahiya & Co., Chartered Accountants, Indore (F.R. No. 013855C) as Statutory Auditors of the Company to hold office for a one term of 5 (five) consecutive years (i.e. for the financial year 2023-24 till financial year 2027-28) from the conclusion of ensuing Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2028.

The company has received letters from M/s. M.S. Dahiya & Co., Chartered Accountants, Indore (F.R. No. 013855C) to effect that their re-appointment if made would be within the prescribed limit under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment along with certificate of their eligibility and consent under Section 139(1) of the Companies Act, 2013 and the rules framed thereunder. 

The Auditors Report and notes given therein by the auditors have been explained in the relevant notes to the financial statements for the period ended on 31st March, 2023 which are self-explanatory and needs not require any further comments by the Board.

Particulars of contracts or arrangements with related parties referred to section 188(1):

The company has entered into contracts or arrangements or transactions during the financial year 2022-23 with the related parties referred in section 188(1) of the Companies Act, 2013 and the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 which are on arm length basis and in the ordinary course of business. The company is annexing Form AOC-2 along with the Board Report as "Annexure C".

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed B Maksi Wala & Associates, Practicing Company Secretary (ACS:41988; CP: 23193) to undertake the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report in is self-explanatory and therefore do not call for any explanatory note and the same is annexed herewith as "Annexure D". Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

Particulars of loans, guarantees, security or investments U/s 186:

The details of Loans, Guarantees or Securities or any Investments made during the financial year 2022-23, pursuant to the Section 186 of the Companies Act, 2013 are detailed in notes to Financial Statement.

Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

Following events occurred after the closure of financial year 31st March, 2023:-

a.       The Company in its Extra-Ordinary General meeting held on 07th August, 2023, pursuant to the consent of the members of the Company, increased its authorized share capital of the company from Rs. 6,67,25,000/- (Rupees Six Crore Sixty-Seven Lakh Twenty-Five Thousand) divided into 66,72,500 (Sixty-Six Lakh Seventy-Two Thousand Five Hundred) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 80,00,00,000/- (Rupees Eighty Crore) divided into 8,00,00,000 (Eight Crore) Equity shares of Rs. 10/- (Rupees Ten only) each by the creation of additional 7,33,27,500 (Seven Crore Thirty-Three Lakh Twenty-Seven Thousand Five Hundred) equity shares of Rs. 10/- (Rupees Ten only) each.

Further, the Memorandum of Association of the Company was altered by substituting existing clause V by the following new clause V as under:

V.   The Authorized Share Capital of the Company is Rs. 80,00,00,000/- (Rupees Eighty Crore) divided into 8,00,00,000 (Eight Crore) Equity shares of Rs. 10/- (Rupees Ten).

b.       The Company in its Extra-Ordinary General meeting held on 07th August, 2023, pursuant to the consent of the members of the Company, issued 5,79,00,000(Five crore Seventy Nine Lakh)equity shares of Rs. 10 (Rupees Ten) each as Bonus Shares (hereinafter referred to as new shares) of an aggregate nominal value of Rs. 57,90,00,000 (Rupees Fifty Seven Crore Ninety Lakh Only), as bonus shares to the shareholders of the company out of the free Reserves in the proportion of 50 (Fifty) new shares for every 1 (One) equity share held on 26th July, 2023 (Record date).

Further, the Board of Directors of the company in its Board Meeting held on 18th August, 2023 alloted 5,79,00,000 (Five crore seventy Nine Lakh) equity shares of Rs. 10 (Rupees Ten) each fully paid up and to an aggregate nominal value of Rs. 57,90,00,000 (Rupees Fifty-Seven Crore Ninety Lakh Only), as bonus share to the shareholders of the Company.

The Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information on Conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of The Companies (Accounts) Rules, 2014 are as under:

S. No.	Particulars	Comments
(A)	Conservation of energy
(i)	the steps taken or impact on conservation of energy;	The Company is making continuous efforts on ongoing basis for energy conservation by adopting innovative measures to reduce wastage and optimize consumption. The Company is utilizing latest machinery to save the power consumption. The Company is captively using wastage generated from its manufacturing process by reprocessing the same and thereby contributing to the environment.
(ii)	the steps taken by the company for utilizing alternate sources of energy;	Intensified vigil on wastage control.
(iii)	Future Plan of action;	1. Cost efficiency in manufacturing operations through better methods and techniques of production. 2. Increasing range of products. 3. Development of new market.
(iv)	the capital investment on energy conservation equipment;	Nil (During the previous year: Nil)
(B)	Technology absorption
(i)	the efforts made towards technology absorption	The Management regularly keeps a watch on the latest technological developments in the field of operations of the Company and whenever there are changes which in the opinion of management are beneficial, your Company absorbs the same.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	Repeated orders from customers due to consistency in quality.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	(a) the details of technology imported	Nil
	(b) the year of import	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv)	the expenditure incurred on Research and Development	Nil
(C)	Foreign exchange Earnings and Outgo	Inflow	Outflow
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Rs. 1,03,05,40,387/-	Rs. 15,38,55,026/-

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

Since the Company is not listed with any stock exchange and does not have the paid-up capital as prescribed, the statement as required to be given is not applicable to the Company.

Vigil mechanism/Whistle Blower Policy

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism which includes formulation of the Whistle Blower Policy to bring to the Company's attention, instances of unethical behaviour, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and/or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is http://www.tirupatibalajee.net/.

The change in the nature of business, if any:

There is no change in the nature of business activities of the Company during the year under review.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year:

The Company is having required number of Directors during the year under review. The Company is not required to appoint any Key Managerial Personnel under the provisions of section 203 of the Companies Act, 2013 and applicable rules made there under.

There has been no change in the constitution of Board during the financial year 2022-23 i.e. the structure of the board remains the same.

The Company has received Disclosures from all Directors and none of the Directors has been disqualified as stipulated under Section 164 of the companies Act, 2013 and rules made there under.

The details relating to deposits, covered under Chapter V of the Act, 2013:

a.                   Accepted during the year:                                                                        Nil

b.                   remained unpaid or unclaimed as at the end of the year:                             Nil

c.                   Whether there has been any default in repayment of deposits

or payment of interest thereon during the year and if so, number

of such cases and the total amount involved:                                              Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act:

The Company has not accepted any deposits which are not in compliance of the Companies Acceptance of Deposits) Rules, 2014 during the year.

Details of significant and material orders passed by the regulators or courts or tribunals

There are no significant material order passed by the Regulators/courts during the year under review which would impact the going concern status of the company and its future operations. 

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Financial statement of the Company is reviewed by the Board and audited by the Independent Auditors. The Company is having adequate internal financial control.

Non-applicability of certain provisions of the Companies Act, 2013 during the period starting from 1st April, 2022 to 31st March, 2023:

           i.      The Company is not required to conduct Cost Audit under the provisions of the Companies Act, 2013.

         ii.      During the year under review, Mr. Binod Kumar Agarwal, Managing Director of the Company received Rs. 1,20,00,000/- gross remuneration. Apart from that there is no other employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a., therefore the disclosure as required under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Persons) 2014, is not applicable to the Company.

       iii.      There are no voting rights exercises by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

        iv.      Since the Company is not listed Company the provisions of section 197(12) read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Persons) 2014, is not applicable to the Company.

          v.      There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review by auditor's u/s 143(12)

General:

During the year under review, there were no transactions or events with respect to the following; hence no disclosure or reporting is required:

1. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2. One-time settlement with any bank or financial institution.

Acknowledgements:

Your Directors acknowledge all stakeholders of the Company i.e. Stakeholders, Banks, Financial Institutions and other business partners for the kind support received from them during the period. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

                                                                                    FOR AND ON BEHALF OF THE BOARD

DATE:  02nd September, 2023                                          

BINOD KUMAR AGARWAL

PLACE: PITHAMPUR (DHAR)                                   

CHAIRMAN & MANAGING DIRECTOR DIN: 00322536

"Annexure-A"

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1.       Brief outline on CSR Policy of the Company.

We are constantly aware of our role in society, as that of a mentor and a builder of the lives of the peoples of our society, and therefore, its future. Hence, as a corporate entity, we at the Company strive at every stage to integrate the larger economic, environmental and social objectives with our core operations and growth. We endeavor to evolve our relationship with all our stakeholders for the common good and validate our commitment in this regard by adopting appropriate business processes and strategies.

2.       Composition of the CSR Committee:

3.       Web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company:

The composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on website of the Company and the web-link of the same is as under:

  Composition of CSR Committee: http://www.tirupatibalajee.net/

CSR Policy & Projects: http://www.tirupatibalajee.net/

4.       Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5.       Average net profit of the company as per section 135(5): Rs. 6,41,27,225/-

6.       (a) Two percent of average net profit of the Company as per Section 135(5): Rs. 12,82,544.50/-

(b)  Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(c) Amount required to be set-off for the financial year, if any: 4,603.00/-

(d) Total CSR obligation for the financial year (7a+7b-7c): Rs. 12,77,941.50/-

7.       (a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 12,81,320/-

(g) Excess amount for set off, if any:

8.       (a) Details of Unspent CSR amount for the preceding three financial years:

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

9.       In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Nil

10.   Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5):NA

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY PRIVATE LIMITED

BINOD KUMAR AGARWAL

CHAIRMAN, MANAGING DIRECTOR &

CHAIRMAN OF CSR COMMITTEE

DIN: 00322536

PLACE: PITHAMPUR (DHAR)                                                                      

Date 02nd September, 2023                                                

"Annexure-B"

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

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

Part "A": Subsidiaries

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Notes: The following information shall be furnished at the end of the statement:

1. Names of the subsidiary which are yet to commence operations: NIL

2. Names of subsidiary which have been liquidated or sold during the year: NIL.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

  The Company does not have any associate or joint venture during the year 2022-23 as well as none of the companies which have become or ceased to be its associate or joint venture during financial year.  

                                                                                    FOR AND ON BEHALF OF THE BOARD

DATE:  02nd September, 2023                                             BINOD KUMAR AGARWAL

PLACE: PITHAMPUR (DHAR)                                   CHAIRMAN & MANAGING DIRECTOR

DIN: 00322536

"Annexure C"

Form No. AOC-2

(As per "the Act" and rule made thereunder)

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013

A.     DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTH BASIS:

a)       Name(s) of the related party and nature of relationship -                                                NA

b)      Nature of contracts/arrangements/transactions -                                                                         NA

c)       Duration of the contracts / arrangements/transactions-                                                    NA

d)      Salient terms of the contracts or arrangements or transactions including the

value, if any: -                                                                                                           NA

e)       Date(s) of approval by the Board, if any: -                                                                   NA

f)       Amount paid as advances, if any: -                                                                              NA

B.      DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM'S LENGTH BASIS:

FOR AND ON BEHALF OF THE BOARD

DATE:  02nd September, 2023                                         BINOD KUMAR AGARWAL

PLACE: PITHAMPUR (DHAR)                                   CHAIRMAN & MANAGING DIRECTOR

DIN: 00322536

"Annexure D"

FORM No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

To,

The Members,

Shree Tirupati Balajee Agro Trading Private Limited,

Plot no. A.P.-14 (Apparel Park)

SEZ Phase II, Industrial Area

Pithampur, Madhya Pradesh 454774

I have conducted the secretarial audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Shree Tirupati Balajee Agro Trading Private Limited (CIN: U25204MP2001PTC014855) (hereinafter called "The Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit and the explanations and clarifications given to me and the representations made by the Management, I hereby report that in my opinion, The Company has, during the audit period covering the financial year ended 31st March, 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records made available to me and maintained by the Company for the financial year ended on 31st March, 2023 according to the applicable provisions of:

i)             The Companies Act, 2013 ('the Act') and the rules made there under;

ii)           The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder; (Not applicable to the Company during the audit period)

iii)         Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct investment, Overseas Direct Investment and External Commercial Borrowings. (Not applicable to the Company during the audit period)

iv)         The Company is Private Limited Company, hence the Regulations and Guidelines prescribed by the Securities and Exchange Board of India Act, 1992 ('SEBI Act') are not applicable to the Company during the audit period.

I have also examined Compliance with the applicable clause of the following:

i)             Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meetings.

ii)          The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Not applicable to the Company during the audit period)

As per the Management representation letter there is no other specific Laws applicable on the Company.

I further report that:

The Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliances with the provisions of the Act and the Articles of Association.

Adequate notice and agenda were given to all directors to schedule the Board Meetings at least seven days in advance, detailed notes on agenda were sent for meetings and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views (if any) werecapturedandrecordedaspartoftheminutes.

I have relied on the representation made by the Company, its officers and on the report by designated professionals and authorities for the system and processes formed by the Company to monitor and ensure compliances under other applicable acts, regulation and laws to the Company.

I further report that during the audit period, there were no event/actions occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

	For B Maksi Wala & Associates                                          Practicing Company Secretary
Place: Indore Date:  31.08.2023	CS Burhanuddin Maksi Wala                                                        ACS:41988 |CP: 23193                                           UDIN: A041988E000902861 PR No. 2215/2022

Note:

This report to be read with my letter of even date which is annexed as 'Annexure-A' and forms part of this report.

'Annexure-A' to the Secretarial Audit Report

To,

The Members,

Shree Tirupati Balajee Agro Trading Private Limited,

My report of even date is to be read along with this letter-

Management's Responsibility

1.         Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

Auditor's Responsibility

2.         I have followed the audit practice and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3.         I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company since the same have been subject to review by Statutory Financial Auditor and other designated professionals.

4.         Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happenings of events etc.

5.         The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

Disclaimer

6.         The Secretarial Audit report is neither an assurance as to the future liability of the Company nor of the efficiency of effectiveness with which the management has conducted the affairs of the Company.

	For B Maksi Wala & Associates                                          Practicing Company Secretary
Place: Indore Date:  31.08.2023	CS Burhanuddin Maksi Wala  ACS: 41988 |CP: 23193  UDIN: A041988E000902861 PR No. 2215/2022