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Directors Report of Tijaria Polypipes Ltd.

Mar 31, 2015

Dear Members,

The directors are pleased to present the 9th Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2014-15 FY 2013-14

Profit/ (Loss) from operations before other Income, finance costs and exceptional (547.51) (133.96) items

Other income 467.29 4.62

Profit/ (Loss) from ordinary activities before finance cost and exceptional items (80.22) (129.34)

Finance cost 843.04 885.34

Profit/ (Loss) after finance cost but before exceptional items & tax (923.26) (1014.68)

Exceptional item (8.03) 4.58

Profit / (Loss) from ordinary activities before tax (915.23) (1019.26)

Tax expense

Current tax NIL NIL

Deferred tax NIL 60.83

Net profit / (loss) for the year (915.23) (1080.09)



TURNOVER, NET PROFIT & FUTURE PROSPECTS

Revenue from operations (Net of Excise duty) during the year under review was Rs. 6927.72 lacs as compared to Rs. 11030.03 lacs in the previous year. Loss during the year is Rs. 915.23 lacs as compared to Net loss of Rs. 1080.09 lacs in the previous year. Worldwide economic slowdown coupled with hostile competition from china and rise in price of raw material and crude prices affected the textile division of company adversely. Its cost of production increased substantially with no similar increase in price realization of finished product. Company was not even able to service the interest on loans and therefore decided to temporarily stop the production of yarn and decided to give the plant on rent to contribute to the cash flow of the company. Excepting for three months company was not even able to rent it out in the absence of takers. Now price realization is showing signs of improvement and Company accordingly will take decision to run the plant at its own at appropriate time. Company's blanket has been accepted in the market. To monetize the immovable properties to reduce the debt burden and to bring efficiencies and cost reduction, pipe plant was shifted to Sitapura unit. While there is a bright outlook for the polyester sector generally and the specialty segments of interest to Tijaria, the Company is cognizant that, one needs to be vigilant in identifying actively and prudently managing risk inherent to the business and making constant efforts .

DIVIDEND

The Company has no surplus during the year. Hence, directors do not recommend any dividend on Equity Shares for the current financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to the provisions of Section 125(2) of the Companies Act, 2013 the amount for application money due for refund having credit balance is 8,940. If not claimed it will be transferred to Investor Education and Protection Fund on 14th October, 2018. There was no dividend declared and paid last year and there was no unclaimed or unpaid dividend amount.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the company has uploaded the details of unpaid and unclaimed amounts lying with the company as on September 30, 2014 (date of last Annual General Meeting) on the company's website (www.tijaria-pipes.com) as also on the Ministry of Corporate Affairs' website

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company's operation in future except order dated 20/06/2014, under the Securities and Exchange Board of India Act, 1992 read with the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) regulation 2003 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 passed by SEBI directing to call back of project advances for Rs.20.4 crore from the vendors and keep in a separate account till further directions, which has been challenged by the company by filing appeal before the SAT, Mumbai.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no a loan, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence, the said provision is not applicable.

PUBLIC DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

CORPORATE GOVERNANCE AND LISTING AGREEMENT REQUIREMENTS

The Company has complied with all the mandatory requirements of Corporate Governance as specified by Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from Mr. Sanjay Kumar Jain, Company Secretary in Practice, confirming compliance of conditions of Corporate Governance is annexed with this report. In terms of sub- clause (v) of Clause 49 of the Listing Agreement, certificate of the CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of the Report.

Requirements of disclosure required by various clauses of listing agreement are given in corporate governance report also which forms part of this report

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Alok Jain Tijaria, (DIN: 00114937) Managing Director retire from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company. Ms. Kanak Lata Jain, Company Secretary resigned from the Company on dated 05th June, 2014 and Mr. Satish Sharma was appointed as Company Secretary and Compliance Officer of the Company on dated 14/11/2014 and Mr. Vinod Sharma was appointed as Chief Financial Officer of the Company on dated 09/01/2015.

Mr. Pawan Kumar Jain (DIN: 01566770), independent director, resigned from the Board on 14th November, 2014. Board records its appreciation for the valuable guidance given by him to the Board from time to time.

Brief profile of the directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement as well as by Companies Act, 2013 is annexed to the Notice convening the 9th Annual General Meeting forming part of this Annual Report.

None of the directors of the company are disqualified from being appointed as director in terms of section 164 of the Act and have given their consent to act as directors. The company has also received declaration from independent directors that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement. The said declarations also available on the website of the Company.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Seven (Including one independent director meeting held on 31st March, 2015) board meetings during the financial year under review. (Detail described in corporate governance report)

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company regularly maintains a proper check in normal course of its business regarding Risk Management. The company has adopted a Risk management policy. It has laid down the procedures to inform the Board Members every quarter about the risk management i.e. identification of various risks including risks which may threaten the existence of the company and their minimization procedures.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Details about audit committee, stakeholders' relationship committee, nomination and remuneration committee are disclosed in the corporate governance report attached. Board has accepted all the recommendations of audit committee.

The Company has established a vigil mechanism in terms of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and also in terms of Clause 49 of listing agreement. The details are provided in Corporate Governance Report. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. No personnel has been denied access to the Audit Committee.

Whistle Blower Policy cum vigil Mechanism for directors and employees of the company is available on the website of the company viz (http://www.tijaria-pipes.com/annual reports/whistle blower policy.pdf)

SHARES

The Company has neither bought back any security and not issued any Sweat Equity and Bonus Shares during the year under review.

EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any stock options during the year under review.

AUDITORS

M/s Agrawal Jain & Gupta Chartered Accountants, Jaipur (firm registration no. 013538C of ICAI), Statutory Auditors of the Company, were appointed in the 8th annual General Meeting held on 30th September, 2014 to hold office until the conclusion of 11th Annual General Meeting to be held in the calendar year 2017 subject to ratification of their appointment in every Annual General Meeting. The company has received a letter from the auditors to the effect that ratification of their appointment if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such ratification of their appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter, there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is proposed to ratify their appointment.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Board has duly reviewed the Statutory Auditors' Report on the Financial Accounts. The observations in the Auditors' Report read with Notes to Accounts is self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 134 of the Companies Act, 2013. The qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports are shown in their report.

SECRETARIAL AUDIT REPORT

The board has appointed Mr. Sanjay Kumar Jain, Company Secretary (having Membership No. 4491 and CP No. 7287) to conduct secretarial audit for the financial year 2014-15, The secretarial audit report for the financial year ended March 31, 2015 is enclosed as Annexure "C".

COST AUDITOR

In conformity with the directives of the Central Government, the Company has appointed M/s Bikram Jain & Associates, Cost Accountants, as the Cost Auditors u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts for the year ending on 31st March, 2016 on a remuneration of Rs.30000/- plus service tax, if any,. The remuneration is subject to ratification by members in terms of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015. He was also the Cost auditor for the previous year ended 31st March, 2014. There was no qualification or observation or any other remarks by the cost auditor in his report

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

LISTING AT STOCK EXCHANGE

The Equity Shares of the company are listed on BSE (Bombay Stock Exchange Limited) and NSE (National Stock Exchange of India Limited) and the listing fee for the Year 2015-16 has been duly paid.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -B to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,is as per annexure D.

There was no employee in the Company covered by sub rule (2) to rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any ;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2015 and of the profit and Loss of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability 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;

4. they have prepared the Annual Accounts on a 'Going Concern' basis.

5. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

S.No. No. of complaints received No. of complaints disposed off

1 NIL N.A.

INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated and data is centralized at the head office level. Company is taking utmost precautions for the security of data and having a dedicated team for this. All directors and the designated employees have confirmed compliance with the code.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The company has formulated a policy in respect of directors appointment and remuneration including criteria for determining the qualifications, positive attributes and independence of directors and other matters specified in Section 178 of companies Act, 2013 . Policy also includes performance evaluation of independent directors,Board and its Committes and individual directors which includes criteria for performance evaluation of the non executive directors and executive directors as well as about the familiarization programmes in respect of independent directors. Policy can be seen at the website of the company www.tijaria-pipes.com.

ANNUAL EVALUATION BY THE BOARD / BOARD EVALUATION

Clause 49 of the Listing agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Company's Act , 2013 states that the performance of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Board has done a formal annual evaluation as required under the provisions of Companies Act, 2013.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

1. Attendance of Board Meetings and Board Committee Meetings.

2. Quality of contribution to Board deliberations.

3. Strategic perspectives or inputs regarding future growth of Company and its performance.

4. Providing perspectives and feedback going beyond information provided by the management.

5. Commitment to shareholder and other stakeholder interests.

The evaluation involves Self-evaluation by the Board member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re- appointment.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

DIRECTORS' INDUCTION/ FAMILIARIZATION

The provision of an appropriate induction programme for new directors and ongoing training for existing directors is a major contributor to the maintenance of high Corporate Governance Standards of the Company. The Chief Executive Officer and the Company Secretary are jointly responsible for ensuring that such induction and training programmes are provided to Directors. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same. Further, the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company

The induction process is designed to:

a. build an understanding of the Company, its businesses and the markets and regulatory environment in which it operates;

b. provide an appreciation of the role and responsibilities of the Director;

c. fully equip Directors to perform their role on the Board effectively;

d. develop understanding of Company's people and its key stakeholder relationships.

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy

DISCLOSURES

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, the disclosure in 'Form AOC-2' is not applicable. The details of Related Party Transactions are given in the notes to the financial statements.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on an annual basis.

The Company has developed a Related Party Transactions Policy, as approved by the Board and the same is uploaded on the Company's website: www.tijaria-pipes.com.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As required by sub rule (5) of Rule 8 of the Companies (Accounts)Rules, 2014 , company has in place a built in system which provided adequate financial controls with reference to the financial statements.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

ACKNOWLEDGEMENTS

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company.

For and on behalf of the Board of Directors

Place : Jaipur Alok Jain Tijaria Date : 28.07.2015 Managing Director and Chairman DIN :00114937


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 8th Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs In Lacs) F.Y. 2013-14 F.Y. 2012-13

Profit/ (Loss) from operations before other Income, finance costs and exceptional items (133.96) 552.48

Other Income 4.62 9.72

Profit/ (Loss) from ordinary activities before Finance costs and exceptional items (129.34) 562.19

Finance cost 885.34 535.68

Profit/ (Loss) after finance costs but before exceptional items & Tax (1014.68) 26.51

Exceptional item 4.58 0.15

Profit / (Loss) from ordinary activities before tax (1019.26) 26.36

Tax expense - current tax NIL NIL

Deferred Tax 60.83 (60.83)

Net profit / (Loss) for the year (1080.09) 87.19

TURNOVER, NET PROFITS & FUTURE PROSPECTS

Revenue from operations (Net of Excise duty) during the year under review was Rs. 11030.03 lacs as compared to Rs. 12831.85 lacs in the previous year. Loss during the year is Rs. 1080.09 lacs as compared to Net profit of Rs. 87.19 lacs in the previous year. Worldwide economic slowdown coupled with hostile competition from china and rise in price of raw material and crude prices affected the textile division of company adversely. Its cost of production increased substantially with no similar increase in price realization of finished product. Company was not even able to service the interest on loans and therefore decided to temporarily to stop the production of yarn and decided to give the plant on rent to contribute to the cash flow of the company. Now price realization is showing signs of improvement and Company accordingly will take decision to run the plant at its own at appropriate point of time. Company''s blanket has been accepted in the market. To monetize the immovable properties to reduce the debt burden and to bring efficiencies and cost reduction, pipe plant was shifted to Sitapura unit. While there is a bright outlook for the polyester sector generally and the speciality segments of interest to Tijaria, the Company is cognizant that, one needs to be vigilant in identifying and actively and prudently managing risk inherent to the business and making constant efforts.

DIVIDEND

The Company has no surplus during the year. Hence directors do not recommend any dividend on Equity Shares for the current financial year.

PUBLIC DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance as specified by Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from Mr. Sanjay Kumar Jain, Company Secretary in Practice, confirming compliance of conditions of Corporate Governance is annexed with this report. In terms of sub- clause (v) of Clause 49 of the Listing Agreement, certificate of the Executive Director, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of the Report.

COMMITTEES AND VIGIL MECHANISM

Details about audit committee, stakeholders relationship committee, nomination and remuneration committee, and vigil mechanism are disclosed in the corporate governance report attached. Board has accepted all the recommendations of audit committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vikas Jain Tijaria, (DIN00114978) Whole-time Director retire from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company. Mr. Sanjeev Kumar Mishra (DIN 00497367), (retiring by rotation and being eligible offer himself for reappointment) Mr. Vinod Patni (DIN05249134) Mr. Santosh Kumar Jain (DIN02766440) being non executive independent directors as per clause 49 of the listing agreement are proposed to be appointed as Independent directors to hold office for five consecutive years for a term upto the conclusion of 13th annual general meeting in the calendar year 2019 as required by Section 149, 152 read with Schedule IV of the Companies Act, 1949 and clause 49 of the listing agreement. Mr. Ravi Prakash Jain (DIN01388413) a non executive independent director, who was appointed as additional director and holds office upto the date of ensuing annual general meeting is also proposed to be appointed as independent director to hold office for five consecutive years upto the conclusion of 13th AGM. Mrs. Abhilasha Jain is proposed to be appointed as independent women director on the Board to hold office for five consecutive years upto the conclusion of 13th AGM. All these independent directors are not disqualified from being appointed as director in terms of Section 164 of

the Act and have given their consent to act as directors, except Mrs. Abhilasha Jain who will provide consent after complying with the provisions of Companies Act , 2013 and rules framed thereunder relating to appointment of directors. The Company has also received declarations from these directors that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under clause 49 of the listing agreement. Company has received requisite notices, wherever applicable, in writing under Section 160 of the Companies Act, 2013 alongwith deposit of requisite amount from members proposing candidature Brief profile of the Directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement as well as by Companies Act, 2013 is annexed to the Notice convening the 8th Annual General Meeting forming part of this Annual Report.

Mr.Anand Prakash Jain (DIN01566770) resigned from the Board during the year. Board records its appreciation of the valuable guidance given by him to the Board.

AUDITORS

M/s Agrawal Jain & Gupta Chartered Accountants, Jaipur ( firm registration no. 013538C of ICAI), Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the auditors to the effect that their appointment, if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such reappointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is proposed to appoint them from the conclusion of the forthcoming annual general meeting till the conclusion of the 11th Annual general meeting to be held in the calendar year 2017, subject to ratification of their appointment at every annual general meeting.

AUDITORS'' REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations in the Auditors'' Report read with Notes to Accounts is self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

COST AUDITOR

In conformity with the directives of the Central Government, the Company has appointed M/s Bikram Jain & Associates, Cost Accountants, (Firm registration no. 101610) as the Cost Auditors u/s 233B of the Companies Act, 1956, for the audit of the Cost accounts for the year ending on 31st March, 2015 on a remuneration of Rs.30000/- plus service tax , if any, and out of pocket expenses that may be incurred by them to conduct this audit . The remuneration is subject to ratification by members in terms of Section 148 of the Companies Act,2013 read with Companies (Audit and Auditors) Rules,2014. He was also the Cost auditor for the previous year ended 31st March, 2014. Cost Audit report for the financial year 2012-13 in "Extended Business Reporting language (XBRL) format with the Ministry of Corporate Affairs was filed on 15th May 2014.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

LISTING AT STOCK EXCHANGE

The Equity Shares of the company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the listing fee for the Year 2014-15 has been duly paid.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any stock options during the year under review. There has been no buy back of shares.

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

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information is given in the Annexure ''A'' forming part of this Report.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any ;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2014 and of the profit and Loss of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the Annual Accounts on a ''going concern'' basis.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.There had been no changes in the nature of company''s business. . To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

ACKNOWLEDGEMENTS

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company.

By Order of the Board For TIJARIA POLYPIPES LIMITED

p|ace : Jaipur Alok Jain Tijaria Date : 14.08.2014 Managing Director and Chairman DIN : 00114937


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 7th Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. In Lacs)

F.Y. 2012-13 F.Y. 2011-12

Profit/(Loss) from operations before other income, finance costs and exceptional items 552.48 77.73

Other Income 9.72 75.29

Profit/(Loss) from ordinary activities before finance costs and exceptional items 562.19 153.02

Less: Finance cost 535.68 459.79

Profit/(Loss) after finance costs but before exceptional items & Tax 26.51 (306.77)

Less: Ex ceptional items 0.15 0.00

Profit/ (Loss) from ordinary activities before tax 26.36 (306.77)

Tax expense-current tax NIL NIL

Deferred Tax Assets (60.83) (2.26)

Net profit / (Loss) for the year 87.19 (304.51)

TURNOVER, NET PROFITS & FUTURE PROSPECTS

Income from operations (Net of Excise duty) during the year under review were Rs.12831.85 lacs as compared to Rs. 9270.30 lacs in the previous year. Net profit during the year is Rs. 87.19 lacs as compared to loss of Rs. 304.51 lacs in the previous year. The income from operations increased by 38.42% during the year under review.

The Company has commenced production and sales of Mink Blanket on 17th September, 2012.

Company is trying its best to establish in the market in respect of its new products and is hopeful of better results in future.

INITIAL PUBLIC OFFER

The funds raised through an initial public offer (IPO) in the month of October, 2011 of Rs. 6000.24 lacs has already been utilized before 31st March, 2013. Details of IPO fund utilization is duly given under the heading " Proceeds from Public Issues" in corporate governance report forming part of Annual Report.

DIVIDEND

With a view of augmenting the financial resource for generating stable growth the Board of the Company has decided to carry forward entire profit and hence they do not propose/recommend any dividend on Equity Shares for the current financial year.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance as specified by Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from Mr. Sanjay Kumar Jain, Company Secretary in Practice, confirming compliance of conditions of Corporate Governance is annexed with this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Praveen Jain Tijaria, Whole-time

Director and Mr. Pawan Kumar Jain, Director retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual

General Meeting of the Company.

Mr. Alok Jain Tijaria is on the Board since incorporation (17.07.2006) and was first appointed as Managing Director w.e.f. 01st October, 2007 and further reappointed w.e.f. 01st October, 2010 for a period of three years. Board recommends his re-appointment as a Managing Director of the Company for a further period of three years w.e.f. 01.10.2013.

Mr Vikas Jain Tijaria, Mr. Praveen Jain Tijaria and Mr.Vineet Jain Tijaria are on the Board since incorporation (17.07.2006) and were first appointed as Whole-time Director designated as Executive Director w.e.f. 01st October, 2007 and further reappointed w.e.f. 01st October, 2010 for a period of three years. Board recommends their Re-appointment as a Whole-time Director of the company for a further period of three years w.e.f. 01.10.2013.

Brief profile of the Directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement is annexed to the Notice convening the 7th Annual General Meeting forming part of this Annual Report.

AUDITORS

M/s Agrawal Jain & Gupta Chartered Accountants, Jaipur , auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act or otherwise.

AUDITORS'' REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations in the Auditors'' Report read with Notes to Accounts is self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.-

COST AUDITOR

In conformity with the directives of the Central Government, the Company has appointed M/s Bikram Jain & Associates, Cost Accountants, as the Cost Auditors u/s 233B of the Companies Act, 1956, for the audit of the Cost accounts for the year ending on 31st March, 2014. M/s Pavan Gupta & Associates were the Cost auditor for the previous year ended 31st March, 2013. The extended due date of filing the Cost Audit report for the financial year 2011-12 in "Extended Business Reporting language (XBRL) format with the Ministry of Corporate Affairs was 28th February, 2013.This report was filed within the stipulated time on 31st January, 2013.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

LISTING AT STOCK EXCHANGE

The Equity Shares of the company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the listing fee for the Year 2013-14 has been duly paid.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any stock options during the year under review. There has been no buy back of shares.

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

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information is given in the Annexure ''A'' forming part of this Report.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any ;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2013 and of the profit and Loss of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGEMENTS

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company.

For and on behalf of the Board of Directors

For TIJARIA POLYPIPES LIMITED

Place : Jaipur Alok Jain Tijaria

Date : 14.08.2013 Managing Director and Chairman


Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the 6th Annual Report, together with the audited financial statements of the Company for the financial year ended March 31,2012.

Financial Results (Rs. in Lacs)

Particulars Financial Year ended Financial Year ended March 31,2012 March 31,2011

Income from Operations 9270.30 11229.49

Other Income 75.29 36.53

Operating Expenses 8791.91 9872.73

EBITDA 553.68 1393.29

Depreciation 324.31 107.12

Finance Costs 536.15 247.55

Profit/(Loss)before Tax (306.78) 1038.62

Taxes (2.26) 348.31

Net profit/(loss) after Tax (304.52) 690.31

Balance brought forward from previous year 1191.55 773.31

Appropriations

Dividend - 204.39

Tax on Dividend - 33.16

General Reserve - 34.52

Balance carried to Balance Sheet 887.03 1191.55

Operations Review

During the financial year 2011-12, the Company passed through a difficult phase not only in terms of establishing a new product lire but also deriving good results in the first year of its operations. The volatility in the economic environment, increase in raw material prices, coupled with demand slowdown impacted the financial performance of the company.

During the year under review, income from operations was Rs. 9270.30 lacs as compared to Rs. 11229.49 lacs in the previous year. EBITDA also decreased to Rs. 553.68 lacs as compared to Rs. 1393.29 lacs in the previous year. The Profit/(Loss) afterTax wasRs. (304.52 lacs) as against the profit in the previous yearRs. 1038.62 lacs.

Initial Public Offer and Listing of Equity Shares

During the year under review, your Company issued and allotted 1,00,00,407 Equity Shares of Rs. 10/- each, fully paid-up, at a premium of Rs.50/- each in terms of the Prospectus dated September 12, 2011 filed and registered with Registrar of Companies, Rajasthan, Jaipur. The Equity Shares of the Company got listed and admitted to dealings on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. with effect from October 14,2011.

Consequently, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2012 stood at Rs. 23,62,65,790/-, comprising of 2,36,26,579 Equity Shares ofRs. 10/- each.

Capital Expenditures / Status of Project

The Expansion cum Diversification Project envisaged by the Company was under implementation during the year under review. The Company commenced the commercial production of polyester filament yarn-POY & DTYand Pet Sheet in the textile division and DWC Pipe in the pipe division. The total capital expenditures incurred on the project were Rs. 7624.47 lacs (including advances) till the end of the financial year under review. The Company is progressing towards implementation of Mink Blanket Plant which is expected to be commenced by the end of September, 2012. There is delay in implementation of the project. However, the Company is taking adequate steps to implement the same at the earliest.

The Company has deployed Rs. 3831.82 lacs out of the proceeds received from the initial public offer in the financial year under review. The balance proceeds from the initial public offer Rs. 2168.42 lacs has temporarily been utilized in liquid funds, bank/deposit balance and cash credit account.

Due to delay in implementation of project, change in global scenario and for cost and work efficiency, your directors have proposed a resolution to ratify and approve the variation in utilization of and in deployment schedule of issue proceeds which will form part of the notice of Annual General meeting.

Human Resources

Your company has emphasis on building and sustaining an excellent organization climate based on human performance. Your company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Performance management is the key word for the company. The company has developed an environment of harmonious and cordial relations with employees. The relationship with the employees / workers of the company generally remained cordial during the year under review.

Corporate Governance

Your Company is committed to maintain and adhere to standards of Corporate Governance. Requirements of Clause 49 of the Listing Agreement which relates to Corporate Governance are being complied. A Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from practicing company secretary, confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 forms part of this Report. Disclosure about Composition of audit committee as required by section 292A of Companies Act,1956 is duly made in the corporate governance report forming part of the annual report.

Management Discussion and Analysis

The Mana ement Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Directors

During the year under review, Mr. Pana Chand Jain and Mr. Padam Prakash Som Prakash Bhatnagar, Independent Directors of the Company resigned with effect from dated December 30, 2011 and dated January 06, 2012 respectively. In order to fill the vacancy caused by the resignation, Mr. Anand Prakash Jain, Mr. Vinod Patni and Mr. Sanjeev Kumar Mishra were appointed as Additional Independent Directors on the Board of your Company with effect from April 16, 2012. As per provisions of Section 260 of the Companies Act, 1956, the additional directors hold office upto the date of the ensuing Annual General Meeting of the Company.

Your Company has received notices under Section 257 of the Companies Act, 1956, together with the requisite deposit, from members proposing the appointment of Mr. Anand Prakash Jain, Mr. Vinod Patni and Mr. Sanjeev Kumar Mishra as a Director of the Company liable to retire by rotation..

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Alok Jain Tijaria, Managing Director and Mr. Santosh Kumar, Director retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Brief profile of the Directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement are annexed to the Notice convening the 6th Annual General Meeting forming part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information are given in the Annexure 'A' forming part of this Report.

Particulars of Employees

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

Auditors

The Retiring auditors of the Company, M/s Lokendra Sharma & Co., Chartered Accountants, Jaipur, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have expressed their unwillingness for reappointment.

Company has received a letter from M/s Agarwal Jain & Gupta , Chartered Accountants, Jaipur Confirming their eligibility under section 224(1B) and 226 of the Companies Act, 1956, and willingness to accept the office . The Board recommends their appointment to hold office from the ensuing general meeting to the conclusion of next annual general meeting.

Auditors' Report

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The Auditors' Report and Notes to Accounts are self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

However as regards auditors observation of interest free loan of Rs.25 lacs to group concern, your directors submit that company had been taking interest free loans from them and repaying the same from time to time. Inadvertently the above amount was paid to them under bonafide belief that loan is being repaid. Immediately on coming to the notice, the amount was recovered during the quarter itself. If interest on the amounts taken and repaid including the above amount paid and recovered isconsidered, interest would have been payable instead of receivable from that group concern.

Compliance Report

During the year under review, the Ministry of Corporate Affairs (MCA) has issued Notification dated June 3, 2011, making mandatory to file Compliance Report in Form A and Form B as required under Companies (Cost Accounting Records) Rules, 2011.

Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have appointed M/s Pavan Gupta & Associates, as the Cost Accountant of the Company to certify the Compliance Report for the financial year ending March 31,2012. The Compliance Report for the financial year 2011-12 is yet to be placed before the Board.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to the Director's Responsibilities Statement, the Directors confirm that:

a) In the preparation of Annual Accounts for the Financial Year ended March 31, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for the year under review;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis.

Acknowledgements

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company. For and on behalf of the Board Place: Jaipur ALOK JAIN TIJARIA

Date : May 30, 2012 Managing Director & Chairman


Mar 31, 2011

The Directors have pleasure in presenting the Fifth Annual Report and the Audited Accounts tor the financial year ended on 31st March, 2011.

1. FINANCIAL RESULTS

The financial results of the Company for the financial year 2010-11 are as under

(Rs. in Lacs)

Particulars Current Yr Previous Yr 2010-11 2009-10

Gross Turnover 11859.85 11035.49

Profit before interest & depreciation 1373.77 1347.71

Profit before tax 1038.62 1032.81

Profit after tax 690.31 674.05

Appropriation:

Equity Dividend 204.39 123.15

Corporate Dividend Tax 33.16 20.93

General Reserve 34.52 33.64

Retained Profit 418.24 495.06

Surplus Carried Forward 1191.55 773.31

EPS (Rs/share) 5.26 5.46

2. INDUSTRY OVERVIEW

The Indian Pipe Industry tuned for the piping hot market. India has become the global pipe manufacturing hub primarily due to its lower cost, high quality and geographical advantages. Additionally, Indian companies have acquired global accreditations and certifications which make them preferred suppliers to most of the worlds top oil and gas companies in the Middle East, North America and Europe.

As most of the Indian pipe manufacturers are converters, the industry is highly Raw Material (RM) intensive with the RM cost accounting for more than 70-80% of the total cost for PVC and other pipe companies. Indian companies produce a wide range of plastic pipes which are used in various critical and non-critical applications. With the iow- cost and high-quality products supplemented by various international certifications, Indian companies have augmented their export sales over the last three to four years.

Indian pipe industry to continue growth in the next decade on the back of emphasis of Government on infrastructure development, increase in cultivated area for agriculture produce, water & sewerage development, telecom reach in remote areas etc.

3. WORKING AND FUTURE PROSPECTS

During the year under review, your company achieved turnover of Rs. 11859.85 lacs in current year as against Rs. 11035.49 lacs in previous year which is marginally higher. The net profit achieved Rs. 690.31 lacs as against Rs. 674.05 lacs in the previous year.

The Company is presently progressing towards implementation of the expansion cum diversification project which will be growth drivers to the company in the coming years. In the coming year, your company expects to commence the production of PET Sheets, POY, DTY, Zippers, Mink Blankets, Monofilament etc, which will give higher returns to the investors.

4. INITIAL PUBLIC OFFER

In order to partly fund the expansion cum diversification project, the company is in the process of coming up with an Initial Public Offer (IPO) of its equity shares subject to the regulatory approvals. The shares of the company are proposed to be listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

5. DIVIDEND AND CAPITALISATION OF PROFITS

Having regard to the satisfactory performance of the company during the year under review, your directors recommend to declare a dividend @ 15% i.e. Re. 1.5/- per equity share. The dividend will be paid to those members, whose name will be appearing on the Register of Members on 26th day of May, 2011. The total outflow on account of payment of divided will be Rs. 2.37,55,017/- (including Rs, 33,15,759/- towards corporate dividend tax).

6. ADEQUACY OF INTERNAL CONTROLS

The Company has proper and adequate systems of internal control to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that transaction are authorised, recorded, and reported correctly.

The internal control system is supplemented by extensive programme of internal audit, review by management, and documented policies, guidelines and procedures.

7. FIXED DEPOSITS

The Company has not accepted/renewed any deposits from public; hence the applicable provisions of the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company. The unsecured loans have, however, been raised from the promoters and their relative which are under stipulations of the term loans.

8. DIRECTORS

Mr. Padamprakash Somprakash Bhatnagar, Mr. Pana Chand Jain, Mr. Pawan Kumar Jain and Mr. Santosh Kumar was appointed as additional Directors from 21&! July, 2010 and at the ensuing Annual General Meeting, has been proposed to be appointed as Directors of the Company.

Mr. Vineet Jain Tijaria, Executive Director and Mr Vikas Jam Tijaria, Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

9. HUMAN RESOURCE DEVELOPMENT

Your company has emphasis on building and sustaining "an excellent organization climate based on human performance, Your company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Performance management is the key word for the company. The company has developed an environment of harmonious and cordial relations with his employees.

The relationship with the employees / workers of the company generally remained cordial during the year under review. The company time to time, organises training and development programme for the employees / workers.

10. DISCLOSURE UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information are furnished in the annexure to this report.

11. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

12. AUDITORS AND THEIR OBSERVATIONS

M/s O.K. Mittai & Associates, Chartered Accountants, hold office of Auditors and M/s S. Misra & Associates, Chartered Accountants, hold office of Joint Auditors until the conclusion of ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

The notes to the accounts referred to in the Auditors' Report are self- explanatory and therefore do not call for any further comments,

13. AUDIT COMMITTEE

The Board has constituted audit Committee comprising three non-executive independent directors. Sh. Santosh Kumar, Director acted as Chairman of the Audit Committee and Sh. Pawan Kumar Jain, Director and Sh, Padam Prakash Somprakash Bhatnagar, Director were the members of the Committee. Four such meeting were held during the year under review.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director's responsibilities statement, it is hereby confirmed that in the preparation of Annual Accounts for the Financial Year ended on 31slMarch, 2011, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

II. The Directors had selected such Accounting Policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

IV. The Directors have prepared the accounts for the financial year ended on 31st March, 2011, ongoing concern' basis.

15. ACKNOWLEDGEMENTS

The Board of Directors of your Company wishes to express gratitude for the co- operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bank of India, Local Authorities and other agencies. The Board of Directors would like to thank the shareholders and the investors for their continued support.

The Directors of your company are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and other employees at ail levels,

BY ORDER OF THE BOARD FOR TMARIA POLYPIPES LIMITED

DATE: MAY 02, 2011 (ALOK JAIN TJJARIA) (VINEET JAIN TIJARIA)

PLACE: JAIPUR MANAGING DIRECTOR EXECUTIVE DIRECTOR

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