Home  »  Company  »  Premier Pipes  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Premier Pipes Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the THIRTY NINTH ANNUAL REPORT and the Audited Accounts of the Company for the year ended 31st March, 2014.

The financial figures are summarized below:

FINANCIAL RESULTS:

2013-14 2012-13 Particulars (Rs. in Lacs) (Rs. in Lacs)

Sales and other Income 3282.41 3275.22

Profit/(Loss)beforeDepreciation 81.00 71.36

Depreciation 46.16 45.61

Profit/(Loss)before Tax 34.84 25.75

Tax Expenses:

Current Tax 9.29 0.00

Add: Differed Tax Liabilities/(Assets) 3.38 0.82

Less: Income Tax of earlier years written off 0.74 0.00

Profit/(Loss) after Tax 28.19 26.57

FINANCIAL PERFORMANCE:

The company has achieved the sales and other income of Rs. 3282.41 lacs as against Rs. 3275.22 lacs reported last year. The Profit before tax is Rs. 34.84 lacs as compared to Rs. 25.75 lacs in 2012-13. The Profit after tax stood at Rs. 28.19 lacs during the year in comparison to 26.57 lacs during the previous year.

OPERATIONS AND ACTIVITIES:

Your Company is primarily engaged in the manufacturing of Black Steel Tubes, G.I. Steel Tubes, Steel Tubular Poles and PVC Pipes at its unit located at Bindki, District Fatehpur, Uttar Pradesh. Constant efforts are being made to derive maximum output.

DIVIDEND:

In view of the meager profits of the company, the Board does not recommend any dividend for the financial year 2013-2014.

COMPULSORY DEMATERIALIZATION OF SHARES:

As you are aware that the suspension in trading in securities of the company at Bombay Stock Exchange (BSE) has been revoked w.e.f. 13th August 2012 and the Company has entered in to tripartite agreement with both the Depositories i.e. NSDL and CDSL and obtained ISIN number for dematerialization of the securities of the Company.

However, in order to facilitate trading of shares of the Company through Stock Exchange(s) and shifting of trading from Trade to Trade Settlement Basis to Rolling Settlement Basis, at least fifty percent of the non-promoter shareholding of the Company needs to be in electronic form. The

Company is making constant efforts on its part to communicate with the shareholders in this regard. Shareholders are requested to get their shares dematerialized at the earliest in order to ensure trading through Stock Exchange(s).

DIRECTORS:

Shri Vinay Kumar Jain, Whole Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment as such, liable to retire by rotation. During the year under review no changes took place in the Board of Directors which is duly constituted in accordance with the provisions of the Companies Act and the Listing Agreement.

INDEPENDENT DIRECTORS:

Pursuant to Section 149 of the Companies Act, 2013, read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. ln terms of revised clause 49 of the listing agreement which will be applicable from 01st 0ctober, 2014, in case the lndependent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. Presently, Shri Satya Narain Dubey, Shri Satish Kumar Garg, Shri Sanjay Kumar Agarwal and Shri Shyam Babu Gupta, are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new Act and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years.

AUDITOR''S:

M/s C.L. Kanodia & Co. Chartered Accountants, (Firm Registration No. 001002C) Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting of the company. They have been Statutory Auditors of the Company for more than 10 years. As per the provisions of Section 139, read with Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013 they can be reappointed as Statutory Auditors of the Company for a further period of maximum 3 years. Therefore, the Board has recommended that M/s C.L. Kanodia & Co. Chartered Accountants, may be appointed as Statutory Auditors of the Company for a period of three consecutive years from the conclusion of the Thirty Ninth Annual General Meeting up to the conclusion of the Forty Second Annual General Meeting of the Company, subject to ratification by the share-holder sat every Annual General Meeting at a remuneration that may be decided by the shareholders of the Company.

AUDITOR''S REPORT:

The observations in the Auditors Report are self-explanatory and do not call for any further explanation.

COST AUDIT:

The Central Government vide its Order No. 52/86 CAB-1991 dated 16th April, 1991 has directed the company to carry out audit of the Cost Accounts maintained by the company in respect of Steel Tubes and Pipes. Your Board has appointed Shri Arun Kumar Srivastava, Cost Accountant in Practice, to carry out the cost audit for this purpose.

CORPORATE GOVERNANCE:

A separate statement on Corporate Governance is enclosed as a part of the Director''s Report along with the Certificate for Compliance as Annexure l and the Management Discussion and Analysis as Annexure ll to this Report.

PARTICULARS OF EMPLOYEES:

There was no employee during the year in respect of whom provisions of Section 217 (2-A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time were applicable.

INDUSTRIAL RELATIONS:

Your Directors take pleasure in reporting that the industrial relations remained cordial with all the stakeholders and would like to appreciate the co-operation extended by the Officers, Staff and Workers of the Company in sharing the burden of work in the adverse circumstances.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars with respect to conservation of energy, Technology absorption and Foreign exchange earnings and outgo, as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are set out in Annexure lll and form part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:-

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March, 2014, and the Profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

Company''s Shares continue to remain listed/quoted at the following Stock Exchanges:

1. The U.P. Stock Exchange Association Limited, Padam Tower 14/113, Civil Lines, Kanpur.

2. Bombay Stock Exchange Limited, 25th Floor, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai.

3. The Delhi Stock Exchange Association Limited, DSE House, 3/1 Asaf Ali Road, New Delhi.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Banks, Financial Institutions, and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the company''s success. The Directors look forward to their continued support in future.

By Order of the Board For PREMIER PIPES LIMITED

Kanpur (Ajay Kumar Jain) (Vinay Kumar Jain) 13.08.2014 (Managing Director) (Whole Time Director) (DIN : 00493685) (DIN : 00580112)


Mar 31, 2011

The Members,

The Directors have pleasure in presenting herewith the THIRTY SIXTH ANNUAL REPORT and the Audited Accounts of the Company for the year ended 31st March, 2011.

The financial figures are summarized below :

FINANCIAL RESULTS:

2010-11 2009-10 Particulars (Rs. in Lacs) (Rs. inLacs)

Sales and other Income 4027.18 2108.63

Profit/ (Loss) before Depreciation 68.91 379.05

Depreciation 40.09 28.91

Profit/(Loss) before Tax 28.81 350.14

Less: Provision for taxation 4.50 -

Profit /(Loss) after Tax 24.31 350.14

Balance brought forward from previous year 407.77 57.63

Transfer from General Reserve NIL NIL

Income Tax of Earlier Year NIL NIL

Balance Carried forward 432.08 407.77

DIVIDEND :

In view of the little work of the Company, the Board does not recommend any dividend for the year 2010-2011.

FINANCIAL PERFORMANCE :

The Company has achieved the sales and other Income of Rs. 4027.18 lacs against Rs. 2108.63 lacs reported last year. The Profit after tax was Rs. 24.31 lacs during the year.

OPERATION AND ACTIVITIES:

The Company has started its manufacturing as well as trading activities and is in a recovering phase, it has manufactured Black Pipes, G. I. Pipes and Poles

DIRECTORS :

Mr. Ajay Kumar Jain & Mr. Arun Kumar Jain, Directors of the Company retire from the Board by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Mr. Sanjay Kumar Agarwal has been appointed as an Additional and Independent Director w.e.f. 11th December, 2010. Mr. Satya Narain Dubey has been appointed as an Additional and Independent Director w.e.f. 30th June, 2011. Mr. Shyam Babu Gupta has been appointed as an Additional and Independent Director w.e.f. 30th June, 2011. They will hold the office upto the date of ensuing Annual General Meeting. The Board has also received a notice from a shareholder for appointment of Mr. Sanjay Kumar Agarwal, Mr. Satya Narain Dubey & Mr. Shyam Babu Gupta as regular directors.

AUDITOR'S :

M/s. C. L Kanodia & Co. Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITOR'S REPORT :

The observation in the Auditors Report are self-explanatory and do not call for any further explanation.

COMPLIANCE CERTIFICATE:

As per the provisions of Section 383A of the Companies Act, 1956 the Company has obtained Compliance Certificate from M/s K.N. Shridhar& Associates, a firm of Practicing Company Secretaries for the Financial Year 2010-2011.

COST AUDIT:

The Central Government vide its Order No. 52/86 CAB-1991 dated 16th April, 1991 has directed the Company to carry out audit of the Cost Accounts maintained by the Company in respect of Steel Tubes and Pipes. Your Board has appointed Cost Auditor, qualified from ICWAI, to carry out the cost audit for this purpose.

CORPORATE GOVERNANCE:

A separate statement on Corporate Governance is enclosed as a part of the Director's Report along with the Certificate for Compliance as Annexure I and the Management Discussion and Analysis as Annexure II to this Report.

PARTICULARS OF EMPLOYEES :

There was no employee during the year in respect of whom provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended were applicable.

INDUSTRIAL RELATIONS :

Your Directors would like to appreciate the co-operation extended by the Officers, Staff and Workers of the Company in sharing the burden of working in the adverse circumstances.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars with respect to conservation of energy etc., as required under section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in Annexure III &form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm :-

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March, 2011, and the Profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

Company's shares are listed / quoted at the following Stock Exchanges:-

1. The U. P. Stock Exchange Association Limited, Padam Tower 14/113, Civil Lines, Kanpur.

2. Bombay Stock Exchange Limited, Floor 25, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai.

3. The Delhi Stock Exchange Association Limited, DSE House, 3/1 Afaf Ali Road, New Delhi.

ACKNOWLEDGEMENT :

Your Directors place on record their sincere thanks to the Company's bankers, shareholders, customers, dealers and business constituents for their support and co-operation, and are grateful to you for the trust and confidence reposed in the Company.

By Order of the Board

(Ajay Kumar Jain) (Vinay Kumar Jain) (Managing Director) (Whole Time Director)

Kanpur 10.08.2011


Mar 31, 2010

The Directors have pleasure in presenting herewith the THIRTY FIFTH ANNUAL REPORT and the Audited Accounts of the Company for the year ended 31st March, 2010. The financial figures are summarized below :

FINANCIAL RESULTS:

Particulars 2009-10 2008-09

(Rs. in (Rs. in

Lacs) Lacs)

Sales and other Income 2108.63 1313.06

Profit/(Loss) before Depreciation 379.05 1076.39

Depreciation 28.91 25.39

Profit / (Loss) before Tax 350.14 1051

Less: Provision for taxation - (0.64)

Profit/(Loss) after Tax 350.14 1050.36 Balance brought forward from

previous year 57.63 (992.72)

Transfer from General Reserve NIL NIL

Income Tax of Earlier Year NIL NIL

Balance Carried forward 407.77 57.63

DIVIDEND

In view of the little work of the Company, the Board does not recommend any dividend for the year 2009-2010.

FINANCIAL PERFORMANCE

The Company has achieved the sales and other Income of Rs. 2108.63 lacs against Rs. 1313.06 lacs reported last year. The Profit after tax was Rs. 350.14 lacs during the year.

OPERATION AND ACTIVITIES : Your Company has came out from BIFR and has settled dues of Bank of Baroda. Your Company has also started its manufacturing as well as trading activity. It is hoping that your company will soon come under its normal working and once again it will earn its fame. After the date of balance sheet and before the Annual General Meeting, your Company has achieved a turnover of Rs. 10 lacs through its export activity.

MANAGEMENT DISCUSSION ANALYSIS :

The Report as required by clause-49 of the Listing Agreement is annexed hereto and form part of the report.

DIRECTORS :

Shri Vinay Kumar Jain and Shri Amit Kumar Jain, Directors of the Company retire from the Board by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Shri Ajay Kumar Jain has been appointed as Managing . Director of the Company on remuneration for a period of three year effective from 1 st August 2010, Shri Vinay Kumar Jain has been appointed as Whole Time Director of the Company on remuneration for a period of three year effective from 1st August 2010. Shri Satish Kumar Garg has been appointed as an Additional and Independent Director w.e.f. 31.07.2010. He will hold the office upto the date of ensuing Annual General Meeting. The Board has also received a notice from a shareholder for appointment of Mr. Satish Kumar Garg as a regular Director.

AUDITORS :

M/s. C. L. Kanodia & Co. Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT:

The observation in the Auditors Report are self- explanatory and do not call for any further explanation.

COMPLIANCE CERTIFICATE :

As per the provisions of Section 383A of the Companies Act, 1956, the Company has obtained Compliance Certificate from M/s K.N. Shridhar& Associates, a firm of Practicing Company Secretaries for the Financial Year 2009-2010.

COST AUDIT:

The Central Government vide its Order No. 52/86 CAB-1991 dated 16th April, 1991 has directed the Company to carry out audit of the Cost Accounts maintained by the Company in respect of Steel Tubes and Pipes. Your Board has appointed Mr. Rakesh Mishra, Cost Accountant to carry out the Cost Audit for this purpose. This appointment has to be made in the beginning of each financial year and an application has already been forwarded to the Central Government to renew the appointment for the current financial year.

PARTICULARS OF EMPLOYEES :

There was no employee during the year in respect of whom provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended were applicable.

INDUSTRIAL RELATIONS :

Your Directors would like to appreciate the co-operation extended by the Officers, Staff and Workers of the Company in sharing the burden of working in the adverse circumstances.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars with respect to conservation of energy etc., as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act,

1956, the Directors confirm :- i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ii) that the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March, 2010, and the Profit of the Company for the year ended on that date; iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for

preventing and detecting fraud & other irregularities. iv) that the Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

Companys shares are listed / quoted at the following Stock Exchanges :-

1. The U. P. Stock Exchange Association Limited, Padam Tower 14/113, Civil Lines, Kanpur.

2. Bombay Stock Exchange Limited, Floor 25, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai.

3. The Delhi Stock Exchange Association Limited, DSE House, 3/1 Afaf Ali Road, New Delhi.

CORPORATE GOVERNANCE :

A report on Corporate Governance is given separately. Company appointed Mr. Satish Kumar Garg as an Additional Director in the Independent Category w.e.f 31.07.2010.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to the Companys bankers, shareholders, customers, dealers and business constituents for their support and co-operation and are grateful to you for the trust and confidence reposed in the Company.

By Order of the Board

Kanpur (Ajay Kumar Jain) (Vinay Kumar Jain)

03.09.2010 (Director) (Director)




Mar 31, 2009

The Directors have pleasure in presenting herewith the THIRTY FOURTH ANNUAL REPORT and the Audited Accounts of the Company for the year ended 31 st March, 2009. The financial figures are summarized as below:

FINANCIAL RESULTS:

Particulars 2008-09 2007-08 (Rs. in (Rs. in Lacs) Lacs) Sales and other Income 1313.06 323.41 Profit / (Loss) before Depreciation 1076.39 55.96 Depreciation. 25.39 26.44 Profit / (boss) before Tax 1051 29.52 Less : Provision for taxation (0.64) (0.65) Profit / (Loss) after Tax 1050.36 28.87 Balance brought forward from previous year (992.72)(1021.59) Transfer from General Reserve NIL NIL Income Tax of Earlier Year NIL NIL Balance Carried forward 57.63 (992.72)

DIVIDEND

In view of the accumulated losses of the Company, the Board does not recommend any dividend for the year 2008-2009.

OPERATION AND ACTIVITIES

As you know the Company is a Sick Industrial Company as per the provisions of Section 3(1) (0) of the Sick Industrial Companies (Special Provisions) Act, 1985. The Company has paid off all the dues of Punjab National Bank. The Company has settled dues under one time settlement scheme on dt. 24.12.08 and is regularly paying installments to Bank of Baroda. The Company has shown profit from remession of liability due to settlement of secured creditors and job work.

DIRECTORS :

Shri Ajay Kumar Jain Director of the Company retires from the Board by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. During the year

Shri vlnay Kumar Jain and Shri Am it Kumar Jain were appointed as Additional Directors w.e.f. 05.04.09 and Shri Arun Kumar Jain was appointed as Additional Director w.e.f. 02.05.09. They will hold the office upto the date of ensuing Annual General Meeting. Shri Raj Kumar Jain, Shri Radhakrishan Agarwal and Shri Navin Agarwal have tendered their resignation and ceased to be Directors w.e.f. 08.04.09.

AUDITORS :

M/s.C.L. Kanodia & Co. Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT:

The observations in the Auditors Report are self- explanatory and do not call for any further explanation.

COMPLIANCE CERTIFICATE :

As per the provisions of Sec. 383A of the Companies Act, 1956 the Company has obtained Compliance Certificate from M/s. K. N. Shridhar & Associates, a firm of Practicing Company Secretaries for the Financial Year 2008-09.

PARTICULARS OF EMPLOYEES :

There was no employee during the year in respect of whom provisions of Section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended were applicable.

INDUSTRIAL RELATIONS:

Your Directors would like to appreciate the co-operation extended by the Officers, Staff and Workers of the Company in sharing the burden of working in the adverse circumstances.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO :

Particulars with respect to conservation of energy etc., as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:-

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March, 2009 and the Profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

Companys shares are listed / quoted at the following Stock Exchanges:

1. The UP. Stock Exchange Association Ltd. Padam Tower 14/113, Civil Lines, Kanpur.

2. Bombay Stock Exchange, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai.

3. The Delhi Stock Exchange Association Ltd., DSE House, 3/1, AsafAli Road, New Delhi.

Even Due to the financial constraints the Company has paid the fees of stock exchanges where the shares are listed.

CORPORATE GOVERNANCE:

A report on Corporate Governance is given separately. Due to the bad phase which the Company is passing through, the Company could not appoint Independent Directors as required by the Listing Agreement.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to the Companys bankers, shareholders, customers, dealers and business constituents for their support and co-operation, and are grateful to you for the trust and confidence reposed in the Company.

By Order of the Board,

Place: Kanpur (Ajay Kumat Jain) (Vinay Kumar Jain) Date : 03.08.2009 Director Director

 
Subscribe now to get personal finance updates in your inbox!