Directors Report of Captain Pipes Ltd.

Mar 31, 2016

Dear Member,

The Directors have pleasure in presenting the 7^th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31^st March, 2016.

Financial Results

The working results of the company for the year ended 31 -03-2016 stands as under:

(Rs. In Lacs]

Particular	Year ended 31/03/2016	Year ended 31/03/2015
Gross Turnover	5385.33	3471.41
Profit before finance costs, Depreciation, Extraordinary items & Tax	398.98	343.09
Less: Finance Costs	278.61	201.28
Less: Depreciation and Amortization	70.56	59.82
Add: Extra ordinarily Items	0.00	82.79
Profit Before Tax (PBT)	49.81	164.78
Provision for Tax (Differed Tax)	3.10	-50.92
Profit after Tax	52.91	113.86
Balance brought forward from previous year	-40.97	-154.83
Profit available for appropriation	11.94	-40.97
Appropriation : Issue of Bonus Shares	-	-
Adjustment Relating to Carrying amount of Assets	-	-
Balance Carried to Balance Sheet	11.94	-40.97
Paid-up Capital	415.86	415.86
Reserve and Surplus	516.91	464.00

Financial Highlights:

During the year under review company has recorded turnover of Rs. 5385.33 lacs as against the previous year turnover of 3464.53 lacs which show 55.44% increase in comparison with the previous year. Profit before tax fall to almost 69.77% as compared to previous year. The net profit after tax of the company decrease to Rs.52.91 lacs against the Rs. 113.86 lacs in previous year.

Operational Highlights:

The operations are exhaustively discussed in ‘Management Discussion and Analysis’ forming part of the annual report.

Dividend:

In view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31^st March 2016.

Deposits:

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Board of Directors and Key Managerial Personnel:

Mr. Kantilal Manilal Gedia, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

Mr. Gopal Devrajbhai Khichadia Managing Director, Mr. Chandrakant Gadhiya Chief Financial Officer and Mr. Jeetkumar Raychura company Secretary are the Whole-time Key Managerial Personnel of the Company.

The Board has considered the declarations given by independent directors under sub-section(6) of Section 149 and the company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The Board has further evaluated its own performance and that of its committees and individual directors. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.

Meetings Of The Board Of Directors:

During the current financial year, the Board of Directors of the Company duly met 8 times. Proper notices was given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

Directors’ Responsibility Statement:

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of the Company for that year;

(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) Prepared the Annual Accounts on a going concern basis;

(e) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Auditors:

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company by board at its meeting held on 18.05.2016 to fill the casual vacancy caused by the resignation of M/S. P.H.PATEL & ASSOCIATES, Chartered Accountants, Rajkot up to the upcoming Annual General Meeting of the Company and that they shall conduct the Statutory Audit for the period ended 31^st March, 2016.

Now board has considered M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad for appointment as the Auditors of the Company from the conclusion this Annual General Meeting till the conclusion of the 11^th Annual General Meeting of the company (Subject to ratification of appointment by the shareholders at every AGM held after this AGM).

Auditors’ report:

In the opinion of the directors, the notes to the accounts in auditor’s report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

Cost Audit Report:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2015-16, hence, no such audit has been carried out during the year.

Secretarial Audit Report:

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure - A. The findings of the audit have been satisfactory.

Listing and Dematerialization:

The equity shares of the Company are listed on the SME Platform of Bombay Stock Exchange Ltd (BSE). The shareholder can avail the facility provided by NSDL and CDSL to demat their shares. Shareholders are requested to convert their holdings to dematerialized form to derive the benefits of holding the shares in electronic form.(Currently all the shares are in demat form)

Extract of Annual Return:

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.

Related Party Transactions:

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm’s length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement.

This Policy was considered and approved by the Board has been uploaded on the website of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow:

Company’s plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation. However company’ production facilities do not offer much scope for energy conservation.

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.

Corporate Governance:

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - E and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure - F and forms part of this Report.

Personnel:

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G and forms part of this Report.

Corporate Social Responsibility (CSR):

Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Particulars of Loans, Guarantees or Investments:

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Adequacy of Internal Financial Controls with reference to the Financial Statements:

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company’s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

Material Changes and Commitments:

No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2015-16 and till the date of this report.

Statutory Orders:

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company’s operations.

Unclaimed Dividend:

There is no balance lying in unpaid equity dividend account as company has not declared any dividend .

Insurance:

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

Disclosure under the Sexual Harassment of Women at the work place (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 work place (Prevention, Prohibition and 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 Company has not received any complaint under this policy during the year 2015- 2016.

Acknowledgement:

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

Registered Office: For and on behalf of the Board

Survey No-257, Plot No. 23 To

28, N.H. No. 8-B, Shapar –

Veraval.Dist. Rajkot - 360002.

Managing Director Whole time Director

Date : 25.07.2016 Gopal D. Khichadia Kantilal M. Gedia

Place : Rajkot