Directors Report of Tijaria Polypipes Ltd.
Mar 31, 2018
Dear Members,
The Directors are pleased to present the 12thAnnual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2018.
Financial Results:
(Rs. in lacs)
|
Particulars |
2017-18 |
2016-17 |
|
Total Income |
7775.35 |
6648.55 |
|
Profit / (Loss) before exceptional / extraordinary items |
(2427.89) |
(1908.38) |
|
Profit / (Loss) before Tax |
(2440.76) |
(2092.38) |
|
Provision for: |
||
|
- Current Tax |
- |
- |
|
- Deferred Tax |
- |
- |
|
Profit / (Loss) after Tax |
(2440.76) |
(2092.82) |
|
Comprehensive Income |
(2.87) |
0.68 |
|
Profit / (Loss) for the F.Y |
(2443.63) |
(2092.14) |
Your Company recorded net income from operations of Rs.7775.35 lacs as against Rs.6648.55 lacs in the previous year. The net loss during the year increased to Rs.2440.76 lacs from Rs.2092.82 lacs due to higher expenses and extraordinary items charged to the statement of profit & loss.
State of Companyâs Affairs and Future Outlook:
The Company continued its focus on HDPE/PVC pipes, agricultural implements under the brand name "Vikas" and "Tijaria". Company has during the year executed few supplies to infrastructure projects, irrigation projects of the government, telecom companies. Company''s mink blanket product did well both in domestic and oversea market. Despite focus on cutting cost, achieving production efficiency and building brand image to deliver results, financial results impacted due to unexpected policy decisions taken by the Indian Government. Though it is beneficial in the long run and health of the economy will improve under the present leadership. The Company believes to do well in the coming financial year. No capacity expansion took place during the year.
Dividend:
The Company has no surplus during the year. Hence, no dividend has been recommended by the Board of Directors of the Company.
Transfer to Reserve:
Your Directors have not proposed to transfer any sum to the General Reserve.
Material Changes and Commitments, if any affecting the financial position of the Company:
There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of financial year on March 31, 2018 to which the financial statements relate and the date of this report.
Subsidiary Company:
The Company does not have any subsidiary or joint venture or associate company.
Business Risk Management:
Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015, the constitution of Risk Management Committee is not applicable on the Company. However, pursuant to Regulation 17(9) of the said Regulation read with Section 134(3)(n) of the Companies Act, 2013, the Board regularly identify the business risk, evaluates it and thereafter proper mechanism is adopted to overcome the business risk.
Vigil Mechanism / Whistle Blower Policy:
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any. The Policy can be accessed at the website of the Company at www.tijaria-pipes.com.
Related Party Transactions:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were 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 and also the Board for approval. Prior omnibus approval of the Audit Committee and also the Board/Members, wherever necessary, are obtained on an annual basis for the transactions which are of a foreseen and repetitive in nature. The transactions entered 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.
Corporate Social Responsibility:
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.
Share Capital:
The paid up equity capital of the Company as on March 31, 2018 was Rs. 2362.66 Lacs. The said shares are listed on the BSE Limited and the National Stock Exchange of India Limited. There is no change in the paid-up capital of the Company, during the year under review.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in the prescribed Form MGT-9 is annexed herewith as Annexure- A.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed hereto as Annexure - B and forms part of this report.
Particulars of Employees:
The Statement required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Report and the same is attached as per Annexure - C. Further, there was no employee in the Company covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 drawing remuneration in excess of the limit specified under the said Rule.
Public Deposits:
The Company has not invited or accepted any kind of deposit from the public during the year under review.
Particulars of Loans, Guarantees or Investments:
Particulars of Loans, Guarantees and Investments required to be given in the Report of Board of Directors in terms of Section 134(3)(g) of the Companies Act, 2013 has been given in the notes to the Financial Statements.
Directors:
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vikas Jain Tijaria, (DIN: 00114978)retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Board recommends his re-appointment. Profile of Mr. Vikas Jain Tijaria is given in the Notice of the 12th Annual General Meeting of the Company.
During the year, Mr. Devendra Sharma (DIN 07779352) has appointed as an Non-executive independent director in place of Mr. Sanjeev Kumar Mishra who resigned since January 29, 2018.
All Independent Directors has given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel:
There is no change in Key Managerial Personnel during the year.
Inter-se Relationship between the Directors:
There are no relationships between the Directors inter-se, except Mr. Alok Jain Tijaria, Mr. Vikas Jain Tijaria, Mr. Praveen Jain Tijaria and Mr. Vineet Jain Tijaria, who are brothers.
Familiarization Program for Independent Directors:
Pursuant to the Code of Conduct for Independent Directors specified under the Companies Act, 2013 and requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a familiarization program for all its Independent Directors to familiarize them on their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates and its business model. The familiarization programs posted on the website www.tijaria-pipes.com.
Nomination and Remuneration Policy:
A Nomination and Remuneration Policy has been formulated, pursuant to Section 178 and other applicable provisions of the Companies Act, 2013 and Rules applicable thereto. The said policy may be referred at www.tijaria-pipes.com. The Brief of the Remuneration Policy as approved by the Board is given below:
a. The Non-Executive Directors and Independent Directors shall receive remuneration only by way of sitting fees as may be decided by the Board from time to time under the provisions of the Companies Act, 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate and taking into consideration the required factors. Any fees paid to Independent Directors for professional services shall not be considered as part of remuneration, subject to the provisions of the Companies Act, 2013.
b. Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending Board / Committee Meetings.
c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Company''s Policy, subject to compliance with the provisions of the Companies Act, 2013.
Evaluation of Board, its Committees and Directors:
Pursuant to the Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(p) of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board adjudged the performance of the individual director, excluding the presence of the individual director being adjudged in the meeting.
Meetings of Board of Directors:
During the year, Seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Independent Directors Meeting:
As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section 149(8) of the Companies Act, 2013, the Independent Directors have at their meeting held on March 31, 2018:
a. Reviewed the performance of Non-Independent Directors and the Board as a whole;
b. Reviewed the performance of the Chairperson taking into account the views of Executive Directors and Non-Executive Directors;
c. Assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.
Board Committees:
Detailed composition of the mandatory Board Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, number of committee meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.
Directorsâ Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:
a. The applicable Accounting Standards have been followed in the preparation of the annual accounts along with the proper explanation relating to material departures, if any.
b. Such accounting policies have been selected and applied consistently and such judgments 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 the Company in the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the said year ended March 31, 2018.
c. 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. The annual accounts have been prepared on a going concern basis.
e. The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.
f. The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
Management Discussion and Analysis Report:
In compliance with the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate section on Management Discussion and Analysis as approved by the Board of Directors, forms part of this Annual Report.
Corporate Governance Report:
The Corporate Governance Report, duly approved by the Board of Directors together with the certificate from the Company Secretary in Practice confirming the compliance with the requirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
Code of Conduct:
The Board of Directors have laid down the Code of Conduct for all Directors/Senior Officers of the Company. The Code ensures the prevention of dealing in Company''s shares by persons having access to unpublished price sensitive information. The Board Members and the Senior Officers have affirmed their compliance with the Code of Conduct for the year ended March 31, 2018 and a declaration signed by the Managing Director to this effect is attached and forms part of this Annual Report. The Code of Conduct is available on the website of the Company www.tijaria-pipes.com.
Business Responsibility Report:
Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Business Responsibility for the year under review has not been made as the same is not applicable on the Company
Statutory Auditors:
The Company, at its 11 Annual General Meeting (AGM), held on September 29, 2017 appointed M/s Agrawal Jain & Gupta, Chartered Accountants, Jaipur (firm registration no. 013538C of ICAI), as the Statutory Auditors for a period of Five (5) consecutive years from the conclusion of the eleventh AGM to the conclusion of the sixteenth AGM subject to ratification of their appointment every year. They have confirmed that their said appointment, if ratified at the ensuing AGM, will be in compliance with Sections 139 and 141 of the Companies Act, 2013.
Internal Auditors:
The Board has appointed Mr. Anirudh Kumar Bhardwaj as Internal Auditor for a period of one year ended March 31, 2018 under Section 138 of the Companies Act, 2013 and he has completed the internal audit as per the scope defined by the Audit Committee.
Secretarial Auditors:
The Company has appointed Mr. Vimal Gupta, Company Secretary (CP No. 15035) to conduct the Secretarial Audit for the year ended March 31, 2018. As required by Section 204 of the Companies Act, 2013 and rules made thereunder, the Secretarial Audit Report furnished by Mr. Vimal Gupta is annexed to this report as Annexure - D.
Cost Auditors:
The Board of Directors has appointed M/s Bikram Jain & Associates, Cost Accountants, as Cost Auditors of the Company for the year 2018-19 and recommends ratification of their remuneration by the Members at the ensuing Annual General Meeting.
Explanation and Comments on Auditors and Secretarial Audit Report:
There is no qualification, disclaimer, reservation or adverse remark made either by the Statutory Auditors in the Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report. The Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee or Board as required under provisions of Section 143 (12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status:
There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status.
Change in the Nature of Business:
During the year under review, there was no change in the nature of the business.
Internal Financial Control:
There is an adequate system of internal financial control procedures which commensurate with the size and nature of business. Audit Committee regularly reviews adequacy and effectiveness of the Internal Controls and Systems followed by the Company. Statutory Auditors in their report has also expressed their opinion on internal financial control with reference to the financial statements which is self-explanatory.
Human Resources:
Tijaria continues to be employee centric focusing on their growth and spread of knowledge to build and mature next level leadership. Further, necessary help and support is extended in case of emergency and on special occasions.
Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:
In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee (ICC) have been set up to redress complaints. However, ICC have not received any complaints during the year under review.
Acknowledgement:
Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from the employees, customers, suppliers, dealers, banks, government departments and local authorities towards conducting the business of the Company during the year under review. Your Directors would also like to thanks the shareholders and the investors for their continued support.
By Order of the Board of Directors
Tijaria Polypipes Limited
Place: Jaipur
Date: August 30, 2018 Alok Jain Tijaria Vineet Jain Tijaria
Managing Director Whole-time Director & CFO
DIN:00114937 DIN:00115029
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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