A Oneindia Venture
Click it and Unblock the Notifications
Directors Report of Prince Pipes & Fittings Ltd.
Mar 31, 2025
Your Directors have immense pleasure in presenting the Thirty Eighth (38th) Annual Report on the business and operations of Prince
Pipes and Fittings Limited ("the Company") together with the audited financial statements for the Financial Year ended March 31, 2025.
1. Financial Results
The key highlights of the financial results of your Company for the financial year ended March 31, 2025, and comparison with the
previous financial year ended March 31, 2024, are summarized below:
|
Particulars |
For the year ended |
For the year ended |
|
Revenue from Operations |
25,239.16 |
25,687.48 |
|
Less: Expenses |
23,621.22 |
22,613.33 |
|
EBITDA (excluding exceptional items) |
1,617.94 |
3,074.15 |
|
Less: |
||
|
Finance Cost |
96.72 |
65.00 |
|
Depreciation |
1,070.19 |
911.67 |
|
Add: |
||
|
Other Income |
137.44 |
160.93 |
|
Profit before exceptional items and Tax |
588.47 |
2,258.41 |
|
Add: |
||
|
Exceptional Items |
- |
179.27 |
|
Profit after exceptional item and before tax |
588.47 |
2,437.68 |
|
Less: |
||
|
Tax Expenses |
157.11 |
612.72 |
|
Profit After Tax |
431.36 |
1,824.97 |
|
Add: |
||
|
Total Other Comprehensive Income |
(0.43) |
(20.57) |
|
Total Comprehensive Income for the year |
430.93 |
1,804.40 |
2. Overview of Financial Performance
v Revenue from operations at D 25,239.16 million
compared to D 25,687.48 million in FY 24
v Sales volume at 1,77,202 MT in FY25 as compared to
1,72,793 MT in FY24, translating to a growth of 3% YoY.
v EBITDA (excluding exceptional items) for FY25 at
D1,617.94 million compared to D3,074.15 million in FY 24.
v PAT including exceptional items for FY 25 at D431.36
million compared to D 1,824.97 million in FY 24.
3. Dividend
Your Directors have recommended Final dividend of
Rs 0.50/- (Rupees Fifty Paise Only) (@ 5%) per share for
financial year 2024-2025 on its paid-up equity share capital,
as may prevail on the record date fixed for the purpose of
dividend eligibility of the members, subject to approval of
members in the ensuing Annual General Meeting of the
Company.
The details with respect to unpaid/unclaimed
dividend are available on the Company''s website at
https://www.princepipes.com/unpaid-uncLaimed-dividend
Pursuant to the provisions of Regulation 43A of SEBI
(LODR) Regulations, 2015, the Company has formulated
its Dividend Distribution PoLicy which is avaiLabLe on the
website of the Company at https://www.princepipes.com/
investors/corporate- governance/poLicies.
4. Reserves
Your directors have proposed not to transfer any amount
to GeneraL Reserves of the Company for the financiaL year
2024-25.
5. Material changes and Commitments affecting the Finan¬
cial Position of the company.
There have been no materiaL changes and commitments
affecting the financiaL position of the Company between the
end of the financiaL year and date of this report. There has
been no change in the nature of business or any activity of
business of the Company.
6. Share Capital
Authorised Share Capital
As on March 31, 2025, the Authorised Share CapitaL of the
Company was D 1,500 million divided into 149.40 million
Equity Shares of D 10/- each and 0.60 million Compulsory
Convertible Preference Shares ("CCPS") of D 10/- each.
Paid Up Share Capital
As on March 31, 2025, the Paid-up Equity Share Capital of
the Company was D 110.56 million Equity Shares of D 10/-
each aggregating to D 1,105.61 miLLion.
7. Equity shares lying in the Suspense Account
In compliance with Para F of Schedule V to the SEBI (Listing
ObLigations and DiscLosure Requirements) ReguLations,
2015, your Company confirms that no shares of the
Company are Lying in the Suspense Account.
8. Transfer of Funds to Investor Education and Protection
Fund (IEPF):
Pursuant to appLicabLe provisions of the Companies
Act, 2013 ("Act") read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), aLL unpaid or unclaimed
dividends are required to be transferred by the Company
to the Investor Education and Protection Fund ("IEPF"
or "Fund") established by the Central Government, after
compLetion of seven years from the date the dividend
is transferred to unpaid/uncLaimed account. Further,
according to the RuLes, the shares in respect of which the
dividend has not been paid or cLaimed by the members for
seven consecutive years or more shaLL aLso be transferred
to the demat account created by the IEPF Authority.
During FY 2024-25, the company had not transferred
any shares to Investor Education and protection Fund
("IEPF"). As on March 31, 2025, D 0.35 million is Lying as the
uncLaimed dividend amount.
9. Subsidiary / Associate Companies/ Joint Venture
During the period under review, the Company does not
have any Subsidiary, Joint Venture or Associate Company
hence, discLosure regarding the Subsidiary, Joint venture
or Associate Company in the Form AOC-1 is not appLicabLe.
10. Management Discussion and Analysis
The management of your company presents the anaLysis of
performance of the Company for the FinanciaL Year ended
March 31, 2025, and its outLook for the future prepared
pursuant to SEBI (Listing ObLigations and DiscLosure
Requirements) ReguLations, 2015 and which forms part of
this AnnuaL Report. This outLook is based on assessment of
the current business environment. It may vary due to future
economic and other deveLopments.
11. Credit Rating
The detaiLs of credit ratings obtained from CRISIL Ratings
Ltd are as under:
|
Total Bank Loan Facilities |
D 768 Crore (Enhanced |
|
Long Term Rating |
CRISIL A / Negative |
|
Short Term Rating |
CRISIL A1 (Reaffirmed) |
12. Borrowings
The aggregate borrowings of your Company stood at
D 2,641.49 miLLion as at March 31, 2025 as compared to
D 1,144.41 miLLion as at March 31, 2024. The company has
avaiLed term Loans amounting to D 989.87 miLLion and
working capitaL Loan of D 668.39 miLLion. The company has
repaid buyers credit amounting to D 161.18 miLLion for the
period under review.
13. Corporate Governance
Corporate Governance Report prepared pursuant to
SEBI (Listing ObLigations and DiscLosure Requirements)
ReguLations, 2015 forms part of this Board''s Report.
14. Compliance with Secretarial Standards
The Company has compLied the appLicabLe provisions of
SecretariaL Standards i.e. SS-1 and SS-2, issued by Institute
of Company Secretaries of India and approved by the
CentraL Government under Section 118 (10) of the Act during
the year under Report.
15. Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report prepared
pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Board''s
Report.
16. Shifting Of Registered Office From Goa To Dadra & Nagar
Haveli
During the year under review (effective from February 13,
2025), the Company has shifted its Registered Office from
Plot No.1, Honda Industrial Estate, Phase II, Honda Sattari,
Honda, Goa - 403 530 to Survey No. 132/1/1/3, Athal
Road, Village Athal, Naroli, Silvassa, Dadra Nagar Haveli -
396235 with a New CIN: L26932DN1987PLC005837.
17. Insurance
The company has maintained insurance policies on the
production facilities, stock transit policy, property, plant
and equipment, inventories, import of consignment and
damage due to fire, earthquakes, floods and other natural
disasters and Cyber Liability Insurance & Commercial
Crime Policy. In addition, The Company has insurance
policies for employees i.e., Staff Personal Accident, Staff
Group Mediclaim along with Directors'' and Officers'' (D & O)
Liability Insurance.
18. Deposits
Your company has neither accepted nor renewed any
Deposits during the year under review as defined under
section 73 of the Companies Act, 2013 and rules framed
there under.
19. Particulars of Loans, Guarantees or Investment
Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
20. Directors Responsibility Statement
The Board of Directors acknowledge the responsibility for
ensuing compliances with the provisions of Section 134(3)
(c) read with Section 134(5) of the Companies Act, 2013 in
the preparation of annual accounts for the year ended on
March 31, 2025, and state that:
a. in the preparation of the annual accounts, the
applicable accounting standards had been followed
and there are no material departures from the same;
b. the Directors have selected such accounting policies
and applied 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 the
Company as at March 31, 2025 and of the profit of the
Company for the year ended on that date;
c. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a
going concern basis;
e. the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and
f. the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively;
21. Accounting Treatment
The Accounting Treatment is in line with the applicable
Indian Accounting Standards (IND-AS) recommended by
the Institute of Chartered Accountants of India (ICAI) and
prescribed by the Central Government.
22. Corporate Social Responsibility
In accordance with the provisions of section 135 of the
Companies Act, 2013 and the rules made thereunder, your
Company has constituted Corporate Social Responsibility
Committee of Directors. The role of the Committee is to
review CSR activities of the Company periodically and
recommend to the Board amount of expenditure to be spent
on CSR annually. The details of the CSR Committee is given
in the Corporate Governance Report.
The detailed report on CSR activities carried out by the
Company during FY 2024-25 is annexed to this report as
Annexure A.
The corporate social responsibility policy of the Company
can be viewed on the Company''s website at https://www.
princepipes.com/investors/corporate-governance/policies
23. Remuneration Policy
The Company has a Nomination and Remuneration Policy in
place. For details on the same, please refer to the Corporate
Governance Report. The criteria/policies of the Company
for selection Remuneration Policy for Directors, Key
Managerial Personnel (KMP''s)/ Sr. Management Personnel
and other employees of the Company is annexed to the
Board Report vide Annexure B forming integral part thereof.
24. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) and (10) of The Companies
Act, 2013 and Regulation 22 of the Listing Regulations,
the Company has formulated Whistle Blower Policy for
vigil mechanism of Directors and employees to report to
the management about the unethical behavior, fraud or
violation of Company''s code of conduct. The mechanism
provides for adequate safeguards against victimization
of employees and Directors who use such mechanism
and makes provision for direct access to the Chairman of
the Audit Committee in exceptional cases. None of the
personnel of the Company have been denied access to the
Audit Committee. The Whistle Blower Policy is displayed on
the Company''s website at https://www.princepipes.com/
investors/corporate-governance/policies
25. Risk Management
Pursuant to the Regulation 21 of the SEBI (Listing Obligation
and Disclosure Requirement) Regulation, 2015, Risk
Management Committee of the Board of the Company was
formed with effect from June 25, 2020 and reconstituted
on May 19, 2022, August 10, 2023, November 07, 2023 and
on May 16, 2024 for monitoring and reviewing of the risk
management plan, identifying and assessing the nature
and extent of internal and external risks that may impact
the Company in achieving its strategic objectives.
The Risk Management framework defines the risk
management approach across the enterprise. Your
Company is faced with risks of different types, each of
which need varying approaches for mitigation. Details of
various risks faced by your Company are provided in the
Management Discussion and Analysis.
26. Code of Conduct
The Company has in place, a policy on the Code of Conduct
which is applicable to the Members of the Board and Senior
Management Personnel of the Company.
The said Policy lays down the standard of conduct which
is expected to be followed by the Directors and the Senior
Management Personnel in their business dealings and in
particular on matters relating to integrity in the workplace,
in business practices and in dealing with the Stakeholders. It
also lays down the duties of Independent Directors towards
the Company. The Directors and the Senior Management
Personnel of the Company are expected to abide by this
Code as well as other applicable Company policies or
guidelines.
The Directors and Senior Management Personnel have
affirmed compliance with the Code of Conduct applicable to
them, during the year ended March 31, 2025. A Certificate
duly signed by the Managing Director, on the compliance
with the Code of Conduct is given in the Corporate
Governance Report. The said Code is available on the
website of the company at https://www.princepipes.com/
investors/corporate-governance/policies
27. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention
of Insider Trading, in accordance with the requirements
of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended from time
to time.
The Company Secretary is the Compliance Officer for
monitoring adherence to the said Regulations. The Code
is displayed on the Company''s website at https://www.
princepipes.com/investors/corporate-governance/policies
28. Directors and Key Managerial Personnel
The Board of your Company is duly constituted with
a proper balance of Executive, Non-Executive and
Independent Directors.
Pursuant to Section 149(1) and 161 of the Companies Act,
2013 read with Rule 8(5)(iii) of the Companies (Accounts)
Rules, 2014, the details relating to directors and key
managerial personnel who were appointed or have resigned
are reported as under:
Changes in Board Composition during FY 2024-25 and up
to the date of this report is furnished below:
Appointment/ Re- appointment of Director
v Mr. Ankur Bansal (DIN: 03082396) was appointed as
Independent Director of the Company for a term of 5
(five) consecutive years effective from May 16, 2024,
to May 15, 2029, vide approval of shareholders passed
through Postal Ballot on July 07, 2024.
Resignation of Director
v Mr. Dilip Deshpande, (DIN: 08488986), Independent
Director resigned from the Board of the Company
with effect from May 18, 2024 due to his other
preoccupation. The Board places on record its
appreciation for the valuable guidance and assistance
received from him during his tenure as director with
the Company.
Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies
Act, 2013, Mr. Parag Chheda (DIN: 00013222), director, is
liable to retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible has offered
himself for re-appointment. Necessary resolution for
his re-appointment is included in the Notice of AGM for
seeking approval of Members. The Directors recommend
his re-appointment for your approval. A brief resume
and particulars relating to him is given separately as an
annexure to the AGM Notice.
Key Managerial Personnel(KMP)
During the Financial Year 2024-25, no changes occurred in
the positions of Managing Director, Chief Financial Officer
and Company Secretary and Compliance Officer of the
Company.
As on date of this report Mr. Jayant Chheda, Managing
Director, Mr. Anand Gupta, Chief Financial Officer and
Mr. Shailesh Bhaskar, Company Secretary are KMPs of the
Company in accordance with the provisions of Section 203
of the Companies Act 2013.
29. Declaration from Directors
In terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors have confirmed that they are
not aware of any circumstances or situations, which exist
or may be reasonably anticipated, that could impact their
ability to discharge their duties.
The Company has received necessary declaration from
each independent director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria
of independence laid down in Section 149(6) of the Act
read with Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)
(b) of the SEBI Listing Regulations.
Further, in terms of Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended, all
the Independent Directors of the Company are qualified
to act as Independent Directors and have registered
themselves in the Independent Directors'' Database
maintained with the Indian Institute of Corporate Affairs
(''IICA'').
In the opinion of the Board, all the Independent Directors
fulfils the criteria of independence as provided under
the Act, Rules made thereunder, read with the Listing
Regulations and are independent of the management and
possess requisite qualifications, experience, and expertise
and hold highest standards of integrity to discharge the
assigned duties and responsibilities as mandated by Act
and Listing Regulations diligently.
Disclosure regarding the skills/expertise/competence
possessed by the Directors is given in detail in the Report on
Corporate Governance forming part of this Annual Report.
None of the Directors of the Company are disqualified for
being appointed as Directors as specified under Section
164(2) of the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.
30. Disclosure related to Board and Committees of Board
The Board of Directors met Four (4) times during the
financial year 2024-25. The dates on which the Board
Meetings were held are as follows:
May 16, 2024; August 01, 2024; November 07, 2024 and
February 11, 2025.
Committees
The Company has several committees which have been
established as a part of the best corporate governance
practices and are in compliance with the requirements of
the relevant provisions of laws and statutes applicable
to the Company. In order to ensure focused attention on
business and for better governance and accountability, the
Board has constituted the following committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholder Relationship Committee
d. Corporate Social Responsibility Committee
e. Finance Committee
f. Risk Management Committee
The details with respect to the composition, powers, roles,
terms of reference, etc. of the aforesaid committees are
given in detailed in the "Corporate Governance Report" of
the Company which forms part of the Annual Report.
Further there have been no instances where the Board
did not accept the recommendations of its committees,
including the Audit Committee.
31. Performance evaluation of the Board
In compliance with the provisions of the Companies Act,
2013 and SEBI (LODR) Regulation 2015, annual performance
evaluation of the Board and its Directors was carried out
individually. Various parameters such as the Board''s
functioning, composition of its Board and Committees,
execution and performance of specific duties, obligations
and governance were considered for evaluation. The
performance evaluation of the Board as a whole was carried
out by the Nomination and Remuneration Committee. The
performance evaluation of each Independent Director
was also carried out by the Board. The Board of Directors
expressed their satisfaction with the evaluation process.
32. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of The
Companies Act, 2013, the draft Annual Return for the year
ending on March 31, 2025, is available on the Company''s
website at https://www.princepipes.com/general-meeting
33. Related Party Transactions
All the transactions with Related Parties are placed before
the Audit Committee and also placed before the Board for
approval. Prior omnibus approval of the Audit Committee
and the Board is obtained 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 a quarterly basis.
All transactions entered into with related parties during the
year were on arm''s length basis, in the ordinary course of
business and in line with the threshold of materiality defined
in the Company''s policy on Related Party Transactions &
are in accordance with the provisions of the Companies
Act, 2013, Rules issued thereunder & Regulation 23 of
(SEBI Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Board has formulated and adopted and revised a
Related Party Transactions Policy ("RPT Policy") for the
purpose of identification, monitoring and reporting of related
party transactions. The Revised RPT Policy as approved by
the Board is uploaded on the Company''s website at https://
www.princepipes.com/investors/corporate-governance/
policies.
Further since transactions with the related parties are not
material in accordance with the Related Party Transactions
Policy, the particulars of such transactions with the related
parties are not required to be reported by the Company in
Form AOC-2.
The members may refer to note to the financial statements
which set out related party disclosures.
34. Auditors and Reports
Statutory Auditors
Pursuant to the provision of Section 139 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
M/s. N.A. Shah Associates LLP, Chartered Accountants (ICAI
Firm No: 116560W) was appointed as Statutory Auditors of
the Company at 34th Annual General Meeting of the Company
held on September 15, 2021, for a term of 5 (five) consecutive
years till conclusion of 39th Annual General Meeting.
The Statutory Auditors have given a confirmation that they
are eligible to continue with their appointment and that they
have not been disqualified in any manner from continuing as
Statutory Auditors.
M/s. N.A. Shah Associates LLP, Chartered Accountants, have
carried out the statutory audit of the Financial Statements
of the Company for the Financial Year ended March 31,
2025. The Notes to Financial Statement referred in Auditors
Report are self-explanatory. There are no qualifications,
reservations, adverse remarks or disclaimer given by the
Statutory Auditors in their report and therefore it does not
call for any comments under Section 134 of The Companies
Act, 2013. The Auditors'' Report is annexed with the financial
statement forming part of this annual report.
Internal Auditors
Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and The Companies (Accounts) Rules, 2014, on
the recommendation of the Audit Committee, M/s. Mahajan
& Aibara, Chartered Accountants LLP, were re-appointed
by the Board of Directors to conduct internal audit of the
Company.
Secretarial Auditors
Pursuant to the provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors as
recommended by Audit Committee and subject to members
approval at this AGM, recommended appointment of
M/s. Sanjay Dholakia and Associates (CP No. 1798),
Practicing Company Secretaries, as Secretarial Auditors
of Company for the term of 5 (five) consecutive years from
1st April, 2025 to 31st March, 2030. Secretarial Audit Report
for the financial year ended 31st March 2025 issued by
M/s. Sanjay Dholakia and Associates, Company Secretaries
in Form MR-3 forms part to this report - as Annexure C. The
said report does not contain any observation or qualification
requiring explanation or adverse remark.
Cost Auditors
In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, the Board of Directors, on the
recommendation of the Audit Committee, has re-appointed
Ketki D. Visariya, Cost Accountants as Cost Auditor of the
Company, for the financial year ending 31st March 2026, on
a remuneration as mentioned in the Notice convening the
38th Annual General Meeting for conducting the audit of the
cost records maintained by the Company. A Certificate from
Ketki D. Visariya, Cost Accountants has been received to the
effect that their appointment as Cost Auditor of the Company,
if made, would be in accordance with the Limits specified
under Section 141 of the Act and Rules framed thereunder.
A resolution seeking Members'' approval for remuneration
payabLe to Cost Auditors forms part of the Notice of the
38th AnnuaL GeneraL Meeting of the Company and same is
recommended for your consideration.
Cost Audit Report for the year ended 31st March 2024 was
fiLed with the Registrar of Companies, within the prescribed
time limit and for the year ended 31st March 2025, the
same shaLL be fiLed within prescribed time after compLetion
of Cost Audit by Cost Auditors. The Company has made and
maintained requisite Cost accounts and records as required to
be maintained as specified by the CentraL Government under
sub-section (1) of section 148 of the Companies Act, 2013.
35. Internal Financial Controls
The company has in place Internal Financial Control system,
commensurate with size & complexity of its operations
to ensure proper recording of financiaL and operationaL
information & compLiance of various internaL controLs
other reguLatory & statutory compLiances. During the year
under review, no material or serious observation has been
received from the InternaL Auditors of the Company for
inefficiency or inadequacy of such controLs.
Internal Auditors'' comprising of professional Chartered
Accountants, monitor & evaLuate the efficacy of InternaL
FinanciaL ControL system in the company, its compLiance
with operating system, accounting procedures & poLicies at
aLL the Locations of the company. Based on their report of
Internal Audit function, corrective actions in the respective
area are undertaken & controls are strengthened. Significant
audit observations & corrective action suggested are
presented to the Audit Committee.
36. Details of Fraud Reported by The Auditors
During the year under review, the Statutory Auditors,
SecretariaL Auditors and Cost Auditors have not reported
any instances of fraud committed in the Company by its
officers or employees to the Audit Committee under section
143(12) and Rule 13 of the Companies (Audit and Auditors)
Rules, 2014 of the Companies Act, 2013.
37. Conservation of Energy, Foreign Exchange Earnings and
Outgo
The information pertaining to conservation of energy and
foreign exchange earnings and outgo, as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) RuLes, 2014 is annexed to
this report as Annexure D.
38. Particulars of Employees
The information required pursuant to Section 197(12) of The
Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of ManageriaL
PersonneL) RuLes, 2014 in respect of empLoyees of the
Company is annexed to this report as Annexure E.
39. Employee Relations
We firmly believe that employees are our greatest asset and
the energy, enthusiasm and creativity they bring into the
workpLace are the key drivers of our success. Maintaining
heaLthy empLoyee reLations is at the core of our peopLe
strategy. We continuousLy strive towards enhancing the
empLoyee experiences through various HR interventions
Leading to an engaged & motivated workforce. ALL our HR
programmes are designed to aLign the empLoyee goaLs
with the OrganizationaL goaLs & are working intensiveLy
towards making it a way of life. Keeping in spirit, we are
having a structured Learning & deveLopment programme
in pLace to ensure that the empLoyees upgrade their skiLLs
continuousLy & contribute in making the Organization
a learning Organization. Keeping in view the existing
VUCA worLd, we need to be competitive & in order to keep
ourseLves aLigned with the key business opportunities &
the challenges thereof, we have implemented Innovative
CuLture across the Organization for fostering innovation &
providing ampLe opportunities to the empLoyees for seLf¬
motivation & meaningful engagement through Small Group
activities, KAIZENS etc. & reward the same for sustaining
empLoyee motivation.
40. Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company has zero toLerance for sexuaL harassment
at work pLace and has adopted a poLicy on prevention,
prohibition and redressal of sexual harassment at
workplace in Line Company Overview Statutory Report
Financial Report Prince Pipes And Fittings Limited with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules thereunder for prevention and
redressal of complaints of sexual harassment at
workplace. The said policy including committee composition
details is available on the website of the company at
https://www.princepipes.com/investors/corporate-
governance/policies. Further the Company has complied
with provisions relating to the constitution of the Internal
Committee under the POSH Act.
Following are the details of complaints for FY 2024-25:
|
Particulars |
Number |
|
|
a) |
Number of complaints of sexual |
Nil |
|
b) |
number of complaints disposed off |
|
|
c) |
number of cases pending for more than |
|
41. Compliance with the Maternity Benefit Act, 1961
The Board affirms that the Company remains fully
committed to upholding its Maternity Policy in strict
compliance with applicable laws, including the Maternity
Benefit Act, 1961, and in alignment with internal human
resource protocols.
42. Significant and material orders passed by the regulators or
courts
No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact
the going concern status of the Company and its future
operations.
43. Other Disclosures
There are no proceedings made or pending under the
Insolvency and Bankruptcy Code, 2016 and there are no
instances of one-time settlement with any Bank or Financial
Institution, during the year under review.
Your Company has not issued shares with differential voting
rights and sweat equity shares during the year under review
44. Acknowledgement
The Directors place on record their appreciation for the
sincere and wholehearted co-operation extended by all
concerned, particularly Company''s Bankers, Financial
Institutions, Security Trustees, Stock Exchanges, Municipal
authorities, State Governments, the Central Government,
Suppliers, Clientele and the employees of the Company
and look forward to their continued support. The Directors
also thank the shareholders for continuing their support
and confidence in the Company and its management.
For and on behalf of Board of Directors of
Prince Pipes and Fittings Limited
Jayant Chheda
Chairman & Managing Director
DIN: 00013206
Place: Mumbai
Date: August 06, 2025
Mar 31, 2024
The Directors have immense pleasure in presenting the Thirty Seventh (37th) Annual Report on the business and operations of Prince Pipes and Fittings Limited ("the Company") together with the audited financial statements for the Financial Year ended March 31, 2024.
The key highlights of the financial results of your Company for the financial year ended March 31, 2024, and comparison with the previous financial year ended March 31, 2023, are summarised below:
|
Particulars |
For the year ended March 31, 2024 |
For the year ended March 31, 2023 |
|
Revenue from Operations |
25,687.48 |
27,108.71 |
|
Less: Expenses |
22,613.33 |
24,605.55 |
|
EBITDA (excluding exceptional items) |
3,074.15 |
2,503.16 |
|
Less: |
||
|
Finance Cost |
65.00 |
110.13 |
|
Depreciation |
911.67 |
830.11 |
|
Add: |
||
|
Other Income |
160.93 |
85.50 |
|
Profit before exceptional items and Tax |
2,258.41 |
1,648.41 |
|
Add: |
||
|
Exceptional Items |
179.27 |
0.00 |
|
Profit after exceptional item and before tax |
2,437.68 |
1,648.41 |
|
Less: |
||
|
Tax Expenses |
612.72 |
434.20 |
|
Profit After Tax |
1,824.97 |
1,214.21 |
|
Add: |
||
|
Total Other Comprehensive Income |
(20.57) |
(6.14) |
|
Total Comprehensive Income for the year |
1,804.40 |
1,208.07 |
2. Overview of Financial Performance
v Revenue from operations at D 25,687.48 million compared to D 27,108.71 million in FY 23.
v Sales volume at 1,72,793 MT in FY24 as compared to 1,57,717 MT in FY 23, translating to a growth of 10% YoY.
v EBITDA (excluding exceptional items) for FY 24 at D 3,074.15 million compared to D 2,503.16 million in FY 23.
v PAT including exceptional items for FY 24 at D 1,824.97 million compared to D 1,214.21 million in FY 23
Your Directors have recommended Final dividend of D 1.0 /- (Rupees One Only) (at the rate of 10 percent) per share for financial year 2023-2024 on its paid-up equity share capital, as may prevail on the record date fixed for the purpose of dividend eligibility of the members, subject to approval of members in the ensuing Annual General Meeting of the Company.
The details with respect to unpaid/unclaimed dividend are available on the Company''s website at https://www.
princepipes. com/unpaid-uncLaimed-dividend
Pursuant to the provisions of Regulation 43A of SEBI (LODR) Regulations, 2015, the Company has formulated its Dividend Distribution Policy which is available on the website of the Company at https://www.princepipes.com/ investors/corporate- governance/poLicies
Your directors have proposed not to transfer any amount to GeneraL Reserves of the Company for the financiaL year 2023-24.
5. Material changes and Commitments affecting the Financial Position of the company.
There have been no materiaL changes and commitments affecting the financiaL position of the Company between the end of the financiaL year and date of this report. There has been no change in the nature of business or any activity of business of the Company.
6. Share Capital Authorised Share Capital
As on March 31, 2024, the Authorised Share Capital of the Company was D 1,500 million divided into 149.40 million Equity Shares of D 10/- each and 0.60 million Compulsory Convertible Preference Shares ("CCPS") of D 10/- each.
Paid Up Share Capital
As on March 31, 2024, the Paid-up Equity Share Capital of the Company was D 110.56 million Equity Shares of D 10/-each aggregating to D 1,105.61 miLLion.
7. Equity shares lying in the Suspense Account
In compliance with Para F of Schedule V to the SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015, your Company confirms that no shares of the Company are Lying in the Suspense Account.
8. Transfer of Funds to Investor Education and Protection Fund (IEPF):
Pursuant to appLicabLe provisions of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), aLL unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after compLetion of seven years from the date the dividend is transferred to unpaid/uncLaimed account. Further, according to the RuLes, the shares in respect of which the dividend has not been paid or cLaimed by the members for seven consecutive years or more shaLL aLso be transferred to the demat account created by the IEPF Authority.
During FY 2023-24, the company had not transferred any shares to Investor Education and protection Fund ("IEPF"). As on March 31, 2024, D 0.39 million is Lying as the uncLaimed dividend amount.
9. Subsidiary / Associate Companies/ Joint Venture
During the period under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence, discLosure regarding the Subsidiary, Joint venture or Associate Company in the Form AOC-1 is not appLicabLe.
10. Management Discussion and Analysis
The management of your company presents the anaLysis of performance of the Company for the FinanciaL Year ended March 31, 2024, and its outLook for the future prepared pursuant to SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015 and which forms part of this AnnuaL Report. This outLook is based on assessment of the current business environment. It may vary due to future economic and other deveLopments.
The detaiLs of credit ratings obtained from CRISIL Ratings Ltd are as under:
|
Total Bank Loan Facilities Rated |
D 768 Crore (Enhanced from D 668 Crore) |
|
Long Term Rating |
CRISIL A /StabLe (Reaffirmed) |
|
Short Term Rating |
CRISIL A1 (Reaffirmed) |
The aggregate borrowings of your Company stood at D 1,144.41 miLLion as at March 31, 2024 as compared to D 581.34 miLLion as at March 31, 2023. The company has avaiLed term Loans amounting to D 188.97 miLLion and buyers credit of D 555.25 miLLion. The company has repaid working capitaL Loans amounting to D 181.14 miLLion for the period under review.
Corporate Governance Report prepared pursuant to SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015 forms part of this Board''s Report.
14. Compliance with Secretarial Standards
The Company has compLied the appLicabLe provisions of SecretariaL Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the CentraL Government under Section 118 (10) of the Act during the year under Report.
15. Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Board''s Report.
16. Acquisition of Brand "Aquel"
During the year under review, the Company signed an Asset Purchase Agreement (APA) with Klaus Waren Fixtures Pvt Ltd., for the acquisition and assignment of identified assets for ?55 crores. The acquisition will be structured in two phases. The first phase shall constitute the acquisition of the iconic Aquel brand along with the acquisition of moulds and dies, on an immediate basis. The second phase will be in relation to the acquisition of the assets comprising of land parcel, buildings, machinery and manufacturing equipment, office furniture and fixtures situated at Klaus Waren''s plant in Bhuj, Gujarat. The transaction shall be consummated subject to the receipt of regulatory approvals. The total built up area is ~1,10,000 sq ft whereas the land parcel area spans ~8 acres, which could be used for future expansion.
The company has maintained insurance policies on the production facilities, stock transit policy, property, plant and equipment, inventories, import of consignment and damage due to fire, earthquakes, floods and other natural disasters. In addition, The Company has insurance policies for employees i.e., Staff Personal Accident, Staff Group Mediclaim along with Directors'' and Officers'' (D & O) Liability Insurance. Further, the company also has Cyber Liability Insurance & Commercial Crime Policy.
Your company has neither accepted nor renewed any Deposits during the year under review as defined under section 73 of the Companies Act, 2013 and rules framed there under.
19. Particulars of Loans, Guarantees or Investment
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
20. Directors Responsibility Statement
The Board of Directors acknowledge the responsibility
for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on March 31, 2024, and state that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied 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 the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.
22. Corporate Social Responsibility
In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The details of the CSR Committee is given in the Corporate Governance Report.
The detailed report on CSR activities carried out by the Company during FY 2023-24 is annexed to this report as Annexure A.
The corporate social responsibility policy of the Company can be viewed on the Company''s website at https://www. princepipes.com/investors/corporate-governance/policies
The Company has a Nomination and Remuneration Policy in place. For details on the same, please refer to the Corporate Governance Report. The criteria/policies of the Company for selection Remuneration Policy for Directors, Key Managerial Personnel (KMP''s)/ Sr. Management Personnel and other employees of the Company is annexed to the Board Report vide Annexure B forming integral part thereof.
24. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company''s website at https://www.princepipes.com/ investors/corporate-governance/policies
Pursuant to the Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Risk Management Committee of the Board of the Company was formed with effect from June 25, 2020 and reconstituted on May 19, 2022, August 10, 2023, November 07, 2023 and on May 16, 2024 for monitoring and reviewing of the risk management plan, identifying and assessing the nature and extent of internal and external risks that may impact the Company in achieving its strategic objectives.
The Risk Management framework defines the risk management approach across the enterprise. Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company are provided in the Management Discussion and Analysis.
The Company has in place, a policy on the Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel of the Company.
The said Policy lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with the Stakeholders. It also lays down the duties of Independent Directors towards the Company. The Directors and the Senior Management Personnel of the Company are expected to abide by this Code as well as other applicable Company policies or guidelines.
The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2024. A Certificate duly signed by the Managing Director, on the compliance with the Code of Conduct is given in the Corporate Governance Report. The said Code is available on the website of the company at https://www.princepipes.com/ investors/corporate-governance/policies
27. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at https://www. princepipes.com/investors/corporate-governance/policies
28. Directors and Key Managerial Personnel
The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149(1) and 161 of the Companies Act, 2013 read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:
Changes in Board Composition during FY 2023-24 and up to the date of this report is furnished below:
Retirement and Resignation of Directors
v Mr. Ramesh Chandak & Mrs. Uma Mandavgane, Independent Directors, retired as members of the
Board of Directors on completion of their second term as independent director effective September 15, 2023.
v Mr. Dilip Deshpande resigned as an Independent Director of the Company, with effect from May 18, 2024, due to his other preoccupations. Further, he has confirmed that there were no material reasons for his resignations other than those already provided.
The Board places on record its appreciation for the valuable guidance and assistance received from them during their tenure as directors with the Company.
Appointment/ Re- appointment of Director
The following was approved by shareholders at the Annual General Meeting held on September 21, 2023:
v Mr. Jayant Chheda (DIN: 00013206) was re-appointed as the Chairman and Managing Director of the Company for a term of 3 (three) years with effect from August 21, 2023 to August 20, 2026, on the terms and conditions set out in the Agreement dated August 30, 2023.
v Mr. Parag Chheda (DIN: 00013222) was re-appointed as Whole Time Director designated as a Joint Managing Director for a term of 3 (three) years with effect from August 21, 2023 to August 20, 2026, on the terms and conditions set out in the Agreement dated August 30, 2023.
v Mr. Vipul Chheda (DIN: 00013234) was re-appointed as Whole Time Director for a term of 3 (three) years with effect from August 21, 2023 to August 20, 2026, on the terms and conditions set out in the Agreement dated August 30, 2023
v Mr. Rajendra Gogri (DIN: 00061003) was re-appointed as Independent Director of the Company for a term of 5 (five) consecutive years effective from June 25, 2023, to June 24, 2028.
v Mrs. Amisha Vora (DIN: 00089193) was appointed as Independent Director of the Company for a term of 5 (five) consecutive years effective from August 10, 2023, to August 09, 2028.
Further the Board of Directors based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Ankur Bansal (DIN: 03082396) as Non-Executive Independent Director of the Company w.e.f. May 16, 2024, and the Members of the Company approved the said appointment vide Special Resolution passed through Postal Ballot on July 07, 2024.
Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies
Act, 2013, Mr. Jayant Chheda (DIN: 00013206), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.
Key Managerial Personnel (KMP)
During the year under review, Mr. Shyam Sharda resigned from his office as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours of October 04, 2023, due to personal reasons.
Mr. Anand Gupta was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 07, 2023.
29. Declaration from Directors
In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impact their ability to discharge their duties.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the SEBI Listing Regulations.
Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as Independent Directors and have registered themselves in the Independent Directors'' Database maintained with the Indian Institute of Corporate Affairs (''IICA'').
In the opinion of the Board, all the Independent Directors fulfils the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently.
Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.
None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
30. Disclosure related to Board and Committees of Board
The Board of Directors met Five (5) times during the financial year 2023-24. The dates on which the Board Meetings were held are as follows:
May 25, 2023; August 10, 2023; November 7, 2023; February 5, 2024; and March 20, 2024.
The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholder Relationship Committee
d. Corporate Social Responsibility Committee
e. Finance Committee
f. Risk Management Committee
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in detailed in the "Corporate Governance Report" of the Company which forms part of the Annual Report.
Further there have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.
31. Performance evaluation of the Board
In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, annual performance evaluation of the Board and its Directors was carried out individually. Various parameters such as the Board''s functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Nomination and Remuneration Committee. The performance evaluation of each Independent Director was also carried out by the Board. The Board of Directors expressed their satisfaction with the evaluation process.
Pursuant to Section 92(3) read with Section 134(3)(a) of The Companies Act, 2013, the draft Annual Return for the year ending on March 31, 2024, is available on the Company''s website at https://www.princepipes.com/general-meeting
33. Related Party Transactions
All the transactions with Related Parties are placed before the Audit Committee and also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained 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 a quarterly basis. All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company''s policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has formulated and adopted and revised a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The Revised RPT Policy as approved by the Board is uploaded on the Company''s website at https:// www.princepipes.com/investors/corporate-governance/ policies
Further since transactions with the related parties are not material in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.
The members may refer to note to the financial statements which set out related party disclosures.
34. Auditors and Reports Statutory Auditors
Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. N.A. Shah Associates LLP Chartered Accountants (ICAI Firm No: 116560W) was appointed as Statutory Auditors of the Company at 34th Annual General Meeting of the Company held on September 15, 2021, for a term of 5 (five) consecutive years till conclusion of 39th Annual General Meeting.
The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.
M/s. N.A. Shah Associates LLP, Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the Financial Year ended March 31, 2024. The Notes to Financial Statement referred in Auditors Report are self-explanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of The Companies Act, 2013. The Auditors'' Report is annexed with the financial statement forming part of this annual report.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Mahajan & Aibara, Chartered Accountants LLP, were re-appointed by the Board of Directors to conduct internal audit of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Sanjay Dholakia and Associates (CP No. 1798), Practicing Company Secretaries has been re-appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2024-25. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure C.
The Secretarial Auditors'' Report for the Financial year 2023-24 issued by M/s. Sanjay Dholakia and Associates, Practicing Company Secretaries does not contain any observation or qualification requiring explanation or adverse remark.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed Ketki D. Visariya, Cost Accountants as Cost Auditor of the Company, for the financial year ending 31st March 2025, on a remuneration as mentioned in the Notice convening the 37th Annual General Meeting for conducting the audit of the cost records maintained by the Company. A Certificate from Ketki D. Visariya, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the
Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members'' approval for remuneration payable to Cost Auditors forms part of the Notice of the 37th Annual General Meeting of the Company and same is recommended for your consideration.
Cost Audit Report for the year ended 31st March 2023 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2024, the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
35. Internal Financial Controls
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Internal Auditors'' comprising of professional Chartered Accountants, monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.
36. Details of Fraud Reported by The Auditors
During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.
37. Conservation of Energy, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure D.
The information required pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report as Annexure E.
We firmly believe that employees are our greatest asset and the energy, enthusiasm and creativity they bring into the workplace are the key drivers of our success. Maintaining healthy employee relations is at the core of our people strategy. We continuously strive towards enhancing the employee experiences through various HR interventions leading to an engaged & motivated workforce. All our HR programmes are designed to align the employee goals with the Organisational goals & are working intensively towards making it a way of life. Keeping in spirit, we are having a structured learning & development programme in place to ensure that the employees upgrade their skills continuously & contribute in making the Organisation - a learning Organisation. Keeping in view the existing VUCA world, we need to be competitive & in order to keep ourselves aligned with the key business opportunities & the challenges thereof, we have implemented Innovative Culture across the Organisation for fostering innovation & providing ample opportunities to the employees for selfmotivation & meaningful engagement through Small Group activities, KAIZENS etc. & reward the same for sustaining the employee motivation.
40. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplaceandhasadopteda policy on prevention,prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the company at https://www.princepipes. com/investors/corporate-governance/policies
During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
41. Significant and material orders passed by the regulators or courts
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.
Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review
The Directors place on record their appreciation for the sincere and wholehearted co-operation extended by all concerned, particularly Company''s Bankers, Financial Institutions, Security Trustees, Stock Exchanges, Municipal authorities, State Governments, the Central Government, Suppliers, Clientele and the employees of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.
Mar 31, 2023
Your Directors have immense pleasure in presenting the Thirty Sixth (36th) Annual Report on the business and operations of Prince Pipes and Fittings Limited ("the Company") together with the audited financial statements for the Financial Year ended March 31, 2023.
The key highlights of the financial results of your Company for the financial year ended March 31,2023, and comparison with the previous financial year ended March31, 2022, are summarised below:
|
(Rs. in Millions) |
||
|
Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
|
Revenue from Operations |
27,108.71 |
26,568.32 |
|
Less:Expenses |
24,605.56 |
22,412.21 |
|
EBITDA |
2,503.15 |
4,156.11 |
|
Less: |
||
|
Finance Cost |
110.13 |
139.04 |
|
Depreciation |
830.11 |
703.07 |
|
Add: |
||
|
Other Income |
85.50 |
54.71 |
|
Profit before Tax |
1,648.41 |
3,368.71 |
|
Less: Tax Expenses |
434.20 |
874.68 |
|
Profit After Tax |
1,214.21 |
2,494.03 |
|
Add: Total Other Comprehensive Income |
(6.14) |
1.92 |
|
Total Comprehensive Income for the year |
1,208.07 |
2,495.95 |
Overview of Financial Performance
? Performance for FY23 was adversely impacted by sharp decline in PVC prices leading to destocking and inventory losses severely impacting performance in H1 FY23.
? Revenue from operations at Rs. 27,108.71 million compared to Rs. 26,568.32 million in FY22, translating to a growth of 2% YoY.
? Sales volume at 1,57,717 MT in FY23 as compared to 1,39,034 MT in FY22, translating to a growth of 13% YoY.
? EBITDA for FY23 at Rs. 2,503.15 million compared to Rs. 4,156.11 million in FY 22.
? PAT for FY 23 at Rs. 1,214.21 million compared to Rs.2,494.03 million in FY 22.
Considering the future business expansion plan of the company, the Directors based on the recommendation of the Audit Committee did not recommend dividend on equity shares for the financial year ended 31.03.2023.
The details with respect to unpaid/unclaimed dividend are available on the Company''s website at https://www.princepipes. com/unpaid-unclaimed-dividend
Pursuant to the provisions of Regulation 43A of SEBI (LODR) Regulations, 2015, the Company has formulated its Dividend Distribution Policy which is available on the website of the Company at https://www.princepipes.com/investors/corporate-governance/policies
Your Directors have proposed not to transfer any amount to General Reserves of the Company for the financial year 2022-23.
Borrowings
The aggregate borrowings of your Company stood at Rs. 581.34 million as at March 31, 2023 as compared to Rs. 1,500 million as at March 31, 2022. The company has repaid borrowings amounting to Rs. 918.66 million for the period under review.
Material changes and Commitments affecting the Financial Position of the company.
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business or any activity of business of the Company.
Share Capital
Authorised Share Capital
As on March 31, 2023, the Authorised Share Capital of the Company was Rs. 1,500 million divided into 149.40 million Equity Shares of Rs. 10/- each and 0.60 million Compulsory Convertible Preference Shares ("CCPS") of Rs. 100/- each.
Paid Up Share Capital
As on March 31, 2023, the Paid-up Equity Share Capital of the Company was Rs.110.56 million Equity Shares of Rs.10/-each aggregating to Rs. 1,105.61 million.
Equity shares lying in the Suspense Account
In compliance with Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company confirms that no shares of the Company are lying in the Suspense Account.
Memorandum of Association (MOA)
During the year under review, the Board of Directors of your Company decided to enter into the business of faucets and sanitaryware and related products. Accordingly, the products were launched in June 2023. During the year under review, your Company also altered "Object Clause" of Memorandum of Association for the said purpose.
Financing :
During the year under review, the Company has issued Commercial Papers (CPs) aggregating to Rs. 25.35 Crores to meet working capital requirements and also repaid the same on its redemption due date without any delay. As on 31st March 2023, the outstanding amount of CPs was zero.
Transfer Of Funds To Investor Education And Protection Fund (IEPF):
Pursuant to applicable provisions of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which the dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
During FY 2022-23, the company had not transferred any shares to Investor Education and protection Fund ("IEPF"). As on March 31, 2023, Rs. 0.41 million is lying as the unclaimed dividend amount.
Subsidiary / Associate Companies/ Joint Venture
During the period under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence, disclosure regarding the Subsidiary, Joint venture or Associate Company in the Form AOC-1 is not applicable.
Management Discussion and Analysis
The management of your company presents the analysis of performance of the Company for the Financial Year ended March 31, 2023, and its outlook for the future prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which forms part of this Annual Report. This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments.
Credit Rating
The details of credit ratings obtained from M/s. CRISIL Ratings Ltd are as under:
|
Total Bank Loan Facilities Rated |
Rs. 668 Crore |
|
Long Term Rating |
CRISIL A /Stable (Reaffirmed) |
|
Short Term Rating |
CRISIL A1 (Reaffirmed) |
|
Rs. 50 Crore Commercial Paper |
CRISIL A1 (Withdrawn) |
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Board''s Report.
Compliance with Secretarial Standards
The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section - 118 (10) of the Act during the year under Report.
Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Board''s Report.
Insurance
The company has maintained insurance policies on the production facilities, stock transit policy, property, plant and equipment, inventories, import of consignment and damage due to fire, earthquakes, floods and other natural disasters. In addition, The Company has insurance policies for employees i.e., Staff Personal Accident, Staff Group Mediclaim along with Directors'' and Officers'' (D & O) Liability Insurance. Further, the company also has Cyber Liability Insurance & Commercial Crime Policy.
Your company has neither accepted nor renewed any Fixed Deposits during the year under review as defined under section 73 of the Companies Act, 2013 and rules framed there under.
Particulars of Loans, Guarantees or Investment
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Directors Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on March 31, 2023, and state that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied 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 the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.
Corporate Social Responsibility
In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The details of the CSR Committee are given in the Corporate Governance Report.
The detailed report on CSR activities carried out by the Company during FY 2022-23 is annexed to this report as Annexure A.
The corporate social responsibility policy of the Company can be viewed on the Company''s website at https://www.princepipes. com/investors/corporate-governance/policies
The Company has a Nomination and Remuneration Policy in place. For details on the same, please refer to the Corporate Governance Report. The criteria/policies of the Company for
selection Remuneration Policy for Directors, Key Managerial Personnel (KMP''s)/ Sr. Management Personnel and other employees of the Company is annexed to the Board Report vide Annexure B forming integral part thereof.
Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company''s website at https://www.princepipes.com/investors/ corporate-governance/policies
Risk Management
Pursuant to the Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Risk Management Committee of the Board of the Company was formed with effect from June 25, 2020 and reconstituted on May 19, 2022 and on August 10, 2023 for monitoring and reviewing of the risk management plan, identifying and assessing the nature and extent of internal and external risks that may impact the Company in achieving its strategic objectives.
The Risk Management framework defines the risk management approach across the enterprise. Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company are provided in the Management Discussion and Analysis.
The Company has in place, a policy on the Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel of the Company.
The said Policy lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with the Stakeholders. It also lays down the duties of Independent Directors towards the Company. The Directors and the Senior Management Personnel of the Company are expected to abide by this Code as well as other applicable Company policies or guidelines.
The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2023. A Certificate duly signed by the Managing Director, on the compliance with the Code of Conduct is given in the Corporate Governance Report. The said Code is available on the website of the company at https://www. princepipes.com/investors/corporate-governance/policies
The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at https://www.princepipes.com/investors/ corporate-governance/policies
Directors and Key Managerial Personnel
The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:
Changes in Board Composition during FY 2022-23 and up to the date of this report is furnished below:
During the period under review, following director have resigned:
? Mr. Mohinder Pal Bansal, (DIN: 01626343), Independent Director resigned from the Board of the Company with effect from May 19, 2022 due to personal reasons.
The Board places on record its appreciation for the valuable guidance and assistance received from them during their tenure as directors with the Company.
Appointment/ Re- appointment of Director
? Mrs. Amisha Vora, (DIN: 00089193) has been appointed as a Non-Executive Independent Director (Additional) on the Board of the Company with effect from August 10, 2023, to hold office up to the ensuing Annual General Meeting of the Company, subject to the approval of the members at the ensuing Annual General Meeting of the Company for her appointment as an Independent Director for a consecutive period of five (5) years.
? Mr. Jayant Chheda (DIN:00013206), Chairman and Managing Director, Mr. Parag Chheda (DIN: 00013222) and Mr. VipuL Chheda (DIN: 00013234), were appointed as a Whole Time Directors designated as Executive Directors on the board of the Company pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder for the term of three (3) years and will hold office up to August 20, 2023 on the board of the Company.
On Recommendation by Nomination & Remuneration Committee, the Board of Directors at its meeting held on August 10, 2023, appointed/re-appointed Mr. Jayant Chheda (DIN: 00013206) as a Chairman and Managing Director, Mr. Parag Chheda (DIN: 00013222) as WhoLe Time Director designated as a Joint Managing Director and Mr. VipuL Chheda (DIN: 00013234) as a WhoLe Time Directors designated as Executive Director of the Company, LiabLe to retire by rotation, subject to the approvaL of the members at the ensuing AnnuaL GeneraL Meeting of the Company, to hoLd office for the term of three (3) consecutive years commencing from August 21, 2023 up to August 20, 2026.
? Mr. Rajendra Gogri, (DIN: 00061003), was re-appointed as an Independent Director on the board of the Company pursuant to Section 149 of the Companies Act, 2013 for the Second term of Five (5) years w.e.f June 25, 2023 and will hold office up to June 24, 2028.
Considering his knowledge, expertise and experience in the respective fieLd and the substantiaL contribution made by him during his tenure as an Independent Director since his appointment, the Nomination & Remuneration Committee and the Board has recommended the re-appointment of Mr. Rajendra Gogri as an Independent Director on the Board of the Company, to hoLd office for the second term of five (5) consecutive years commencing from June 25, 2023 up to June 24, 2028, and not liable to retire by rotation , subject to the approval of the members at the ensuing AnnuaL GeneraL Meeting of the Company.
The Company has received the decLaration from him that he continues to fuLfiL the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the ScheduLes and RuLes issued thereunder as weLL as ReguLation 16 of the Listing Regulations (including statutory re-enactment thereof for the time being in force).
In terms of the provisions of Section 160(1) of the Companies Act, 2013, the Company has received a Notice from a member signifying his intention to propose the candidature for the reappointment of Mr. Rajendra Gogri for the office of Independent Director.
The approvaL of the sharehoLders for their appointment / reappointment as Directors has been sought in the Notice convening the AGM of your Company.
Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. VipuL Chheda (DIN: 00013234), director, is liable to retire by rotation at the ensuing AnnuaL GeneraL Meeting of the Company and being eLigibLe has offered himseLf for reappointment. Necessary resoLution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approvaL. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.
Declaration from Directors
In terms of ReguLation 25(8) of the Listing ReguLations, the Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that couLd impact their abiLity to discharge their duties.
The Company has received necessary decLaration from each independent director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence Laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) ReguLations, 2015. The Board of Directors of the Company has taken on record the decLaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
They are not liable to retire by rotation in terms of Section 149(13) of the Act.
Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are quaLified to act as Independent Directors and have registered themselves in the Independent Directors'' Database maintained with the Indian Institute of Corporate Affairs (''IICA'').
In the opinion of the Board, aLL the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite quaLifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently.
Disclosure regarding the skiUs/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.
None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164 (2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Key Managerial Personnel (KMP)
During the Financial Year 2022-23, no changes occurred in the positions of Managing Director, Chief Financial Officer and Company Secretary and Compliance Officer of the Company.
As on date of this report Mr. Jayant Chheda, Managing Director, Mr. Shyam Sharda, Chief Financial Officer and Mr. Shailesh Bhaskar, Company Secretary are KMPs of the Company in accordance with the provisions of Section 203 of the Companies Act 2013.
Disclosure related to Board and Committees of Board
The Board of Directors met Five (5) times during the financial year 2022-23. The dates on which the Board Meetings were held are as follows:
May 19, 2022; August 09, 2022; October,11, 2022; November 09, 2022; and February 07, 2023.
The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder Relationship Committee
d) Corporate Social Responsibility Committee
e) Finance Committee
f) Risk Management Committee
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in detailed in the "Corporate Governance Report" of the Company which forms part of the Annual Report.
Performance evaluation of the Board
In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, annual performance evaluation of the Board and its Directors was carried out individually. Various parameters such as the Board''s functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Nomination and Remuneration Committee. The performance evaluation of each Independent Director was also carried out by the Board. The Board of Directors expressed their satisfaction with the evaluation process.
Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2023, is available on the Company''s website at https:// www.princepipes.com/general-meeting
Related Party Transactions
All the transactions with Related Parties are placed before the Audit Committee and also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained 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 a quarterly basis. All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company''s policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has formulated and adopted and revised a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The Revised RPT Policy as approved by the Board is uploaded on the Company''s website at https://www.princepipes. com/investors/corporate-governance/policies
Further since transactions with the related parties are not material in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.
The members may refer to note to the financial statements which set out related party disclosures.
Auditors and Reports Statutory Auditors
Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. N.A. Shah Associates LLP Chartered Accountants (ICAI Firm No: 116560W) was appointed as Statutory Auditors of the Company at 35th Annual General Meeting of the Company held on September 15,2021 for a term of 5 (five) consecutive years till conclusion of 39th Annual General Meeting.
The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.
M/s. N.A. Shah Associates LLP Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the Financial Year ended March 31, 2023. The Notes to Financial Statement referred in Auditors Report are selfexplanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of The Companies Act, 2013. The Auditors'' Report is annexed with the financial statement forming part of this annual report.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Mahajan & Aibara, Chartered Accountants LLP, were re-appointed by the Board of Directors to conduct internal audit of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Sanjay Dholakia and Associates (CP No. 1798), Practicing Company Secretaries has been reappointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2022-23. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure C.
The Secretarial Auditors'' Report for the Financial year 202223 issued by M/s. Sanjay Dholakia and Associates, Practicing Company Secretaries does not contain any observation or qualification requiring explanation or adverse remark.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed Ketki D. Visariya, Cost Accountants as Cost Auditor of the Company, for the financial year ending 31st March 2024, on a remuneration as mentioned in the Notice convening the 36th Annual General Meeting for conducting the audit of the cost records maintained by the Company. A Certificate from Ketki D. Visariya, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members'' approval for remuneration payable to Cost Auditors forms part of the Notice of the 36th Annual General Meeting of the Company and same is recommended for your consideration.
Cost Audit Report for the year ended 31st March 2022 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2023 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.
Details of Fraud Reported by The Auditors
During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of
fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.
Conservation of Energy, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure D.
The information required pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report as Annexure E.
Employee Relations
We firmly believe that employees are our greatest asset and the energy, enthusiasm and creativity they bring into the workplace are the key drivers of our success. Maintaining healthy employee relations is at the core of our people strategy. We continuously strive towards enhancing the employee experiences through various HR interventions leading to an engaged & motivated workforce. All our HR programmes are designed to align the employee goals with the Organisational goals & are working intensively towards making it a way of life. Keeping in spirit, we are having a structured learning & development programme in place to ensure that the employees upgrade their skills continuously & contribute in making the Organisation - a learning Organisation. Keeping in view the existing VUCA world, we need to be competitive & in order to keep ourselves aligned with the key business opportunities & the challenges thereof, we have implemented Innovative Culture across the Organisation for fostering innovation & providing ample opportunities to the employees for self - motivation & meaningful engagement
through Small Group activities, KAIZENS etc. & reward the same for sustaining the employee motivation.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the company at https://www.princepipes.com/investors/corporate-governance/ policies
During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Significant and material orders passed by the regulators or courts
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
Acknowledgement
The Directors place on record their appreciation for the sincere and wholehearted co-operation extended by all concerned, particularly Company''s Bankers, Financial Institutions, Security Trustees, Stock Exchanges, Municipal authorities, State Governments, the Central Government, Suppliers, Clientele and the employees of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.
Mar 31, 2022
Your Directors have immense pleasure in presenting the Thirty Fifth (35th) Annual Report on the business and operations of Prince Pipes and Fittings Limited ("the Company") together with the audited financial statements for the Financial Year ended March 31, 2022.
The key highlights of the financial results of your Company for the financial year ended March 31, 2022 and comparison with the previous financial year ended March 31, 2021 are summarised below:
|
('' In millions) |
||
|
Particulars |
For the year ended March 31, 2022 |
For the year ended March 31, 2021 |
|
Revenue from Operations |
26,568.32 |
20,715.17 |
|
Less: Expenses |
22,412.21 |
17,098.84 |
|
EBITDA |
4,156.11 |
3,616.33 |
|
Less: |
||
|
Finance Cost |
139.04 |
206.67 |
|
Depreciation |
703.07 |
594.17 |
|
Add: |
||
|
Other Income |
54.71 |
175.99 |
|
Profit before Tax |
3,368.71 |
2,991.48 |
|
Less: Tax Expenses |
874.68 |
773.16 |
|
Profit After Tax |
2,494.03 |
2,218.32 |
|
Add: Total Other Comprehensive Income |
1.92 |
3.12 |
|
Total Comprehensive Income for the year |
2,495.95 |
2,221.44 |
Overview of Financial Performance
? Revenue from operations at '' 26,568.32 million compared to '' 20,715.17 million in FY21, translating to a growth of 28.26%
? Sales volume at 1,39,034 MT in FY22 as compared to 1,38,289 MT in FY21, translating to a growth of 0.54 %
? EBITDA for FY22 at '' 4,156.11 million compared to '' 3,616.33 million in FY 21, growth of 14.93 %
? PAT for FY22 at '' 2,494.03 million compared to '' 2,218.32 million in FY21, growth of 12.43%
During the year under review, your Company had declared the interim dividend for the Financial Year 2021-2022 on November 02, 2021. An interim dividend of ''1.5/- (Rupees One and Half only) (at the rate of 15 percent) on each fully paid-up equity share of ''10/- (Rupees Ten Only) of the Company amounting to
'' 165.04 Million was paid out of the profits of the Company for the period ended September 30, 2021 to those members of the Company whose names appeared in the Register of Members of the Company on November 15, 2021, being the Record Date for payment of Interim Dividend.
Directors have further recommended a Final dividend of '' 2.0 /-(Rupees Two Only) (at the rate of 20 percent) per share for financial year 2021-2022 on its paid up equity share capital, as may prevail on the record date fixed for the purpose of dividend eligibility of the members, subject to approval of members in the ensuing Annual General Meeting of the Company.
The details with respect to unpaid/unclaimed dividend are available on the Company''s website at https://www.princepipes. com/unpaid-unclaimed-dividend.
Pursuant to the provisions of Regulation 43A of SEBI (LODR) Regulations, 2015, the Company has formulated its Dividend Distribution Policy which is available on the website of the Company https://www.princepipes.com/investors/corporate-governance/policies
Paid Up Share Capital
As on March 31,2022, the Paid-up Equity Share Capital of the Company was ''110.56 million Equity Shares of ''10/- each aggregating to '' 1,105.61 million.
Equity shares lying in the Suspense Account
In compliance with Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company confirms that no shares of the Company are lying in the Suspense Account.
Utilization of IPO and Pre-IPO Proceeds
Your Company had appointed HDFC Bank Limited as the Monitoring agency in terms of regulation 16 of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009 as amended, to monitor the utilization of IPO proceeds and Company has obtained monitoring reports from the Monitoring agency from time to time and filed the same with both exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the initial Public offering is utilized as per objects of the offer as disclosed in the Prospectus of the Company.
Out of the IPO proceeds of '' 2,500 million, your Company has utilized '' 2,500 million fully as per objects of the offer and there is no unutilized amount lying with the Bank. The proceeds of the issue were mainly utilized for repayment or prepayment of certain outstanding loans availed by our Company, purchase of capital goods/upgrdation of equipments and General corporate purposes. There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Reports'' are available at the Company''s website at https://www.princepipes. com/investors/shareholders-corner/agency-report#other-disclosures
Further, the details of Utilisation of Net IPO Proceeds and proceeds from Pre IPO placement for the year ended March 31, 2022 has been provided in notes to the Accounts.
Transfer Of Funds To Investor Education And Protection Fund (IEPF):
Pursuant to applicable provisions of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which
Your Directors have proposed not to transfer any amount to General Reserves of the Company for the financial year 2021-22.
Material changes and Commitments affecting the Financial Position of the company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business or any activity of business of the Company.
Share Capital
Authorised Share Capital
As on March 31, 2022, the Authorised Share Capital of the Company was ''1,500 million divided into 149.40 million Equity Shares of '' 10/- each and 0.60 million Compulsory Convertible Preference Shares ("CCPS") of '' 100/- each.
Allotment of Equity Shares pursuant to "Employee Stock Options -2017''''
During FY 2022, 0.54 million options were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Prince Pipes and Fittings Limited ESOP 2017) on November 02, 2021. These shares shall rank pari passu, in all respect with the existing equity shares of the Company. The aforesaid Options have been granted at an exercise price of '' 200/- per option. These shares are admitted for trading on NSE and BSE.
After allotment of aforesaid equity shares, the paid- up share capital of the Company stands increased from 110.03 million Equity Shares @ '' 10/- each aggregating to '' 1,100.26 million to 110.56 million Equity Shares of '' 10/- each aggregating to '' 1,105.61 million.
Further, during the year under review, there have been no changes in the Employees Stock Option Plan (Prince Pipes and Fittings Limited ESOP 2017) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.princepipes. com and web link for the same is https://www.princepipes.com/ general-meeting. A certificate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection during the AGM to any person having right to attend the meeting.
dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
During FY 2021-22, the company had not transferred any shares to Investor Education and protection Fund ("IEPF"). As on the March 31, 2022, '' 0.29 million is lying as the unclaimed dividend amount.
Subsidiary / Associate Companies/ Joint Venture
During the period under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence, disclosure regarding the Subsidiary, Joint venture or Associate Company in the Form AOC-1 is not applicable.
Management Discussion and Analysis
The management of your company presents the analysis of performance of the Company for the Financial Year ended March 31, 2022 and its outlook for the future prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which forms part of this Annual Report. This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments.
Credit Rating
The details of credit ratings obtained from M/s. CRISIL Ratings Ltd are as under:
|
Total Bank Loan Facilities Rated |
'' 668 Crore (Enhanced from ''591 Crore) |
|
Long Term Rating |
CRISIL A /Stable (Upgraded from ''CRISIL A/Positive'') |
|
Short Term Rating |
CRISIL A1 (Upgraded from ''CRISIL A1'') |
|
''50 Crore Commercial Paper |
CRISIL A1 (Upgraded from ''CRISIL A1'') |
Borrowings
The aggregate borrowings of your Company stood at '' 1500 million as at March 31, 2022 as compared to '' 852.20 million as at March 31, 2021. The company has taken borrowings amounting to '' 647.80 million for the period under review.
Corporate Governance
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Board Report.
Compliance with Secretarial Standards
The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section - 118 (10) of the Act during the year under Report.
Business Responsibility Report
Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Board''s Report.
Insurance
The company has maintained insurance policies on the production facilities, stock transit policy, property, plant and equipment, inventories, import of consignment and damage due to fire, earthquakes, floods and other natural disasters. In addition, The Company has insurance policies for employees i.e. Staff Personal Accident, Staff Group Mediclaim along with Directors'' and Officers'' (D & O) Liability Insurance. Further, the company also has Cyber Liability Insurance & Commercial Crime Policy.
Your company has neither accepted nor renewed any Fixed Deposits during the year under review as defined under section 73 of the Companies Act, 2013 and rules framed there under.
Particulars of Loans, Guarantees or Investment
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Directors Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on March 31, 2022 and state that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied 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 the Company as at March 31,
2022 and of the profit of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.
Corporate Social Responsibility
In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The details of the CSR Committee are given in the Corporate Governance Report.
The detailed report on CSR activities carried out by the Company during FY 2021-22 is annexed to this report as Annexure A.
The corporate social responsibility policy of the Company can be viewed on the Company''s website at https://www.princepipes. com/investors/corporate-governance/policies
Nomination and Remuneration Policy
The Company has a Nomination and Remuneration Policy in place. For details on the same, please refer to the Corporate Governance Report. The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.
Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company''s website at https://www.princepipes.com/investors/ corporate-governance/policies
Risk Management
Pursuant to the Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Risk Management Committee of the Board of the Company was formed with effect from June 25, 2020 and reconstituted from May 19, 2022 for monitoring and reviewing of the risk management plan, identifying and assessing the nature and extent of internal and external risks that may impact the Company in achieving its strategic objectives.
The Risk Management framework defines the risk management approach across the enterprise. Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company are provided in the Management Discussion and Analysis.
Code of Conduct
The Company has in place, a policy on the Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel of the Company.
The said Policy lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with the Stakeholders. It also lays down the duties of Independent Directors towards the Company. The Directors and the Senior Management Personnel of the Company are expected to abide by this Code as well as other applicable Company policies or guidelines.
The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2022. A Certificate duly signed by the Managing Director, on the compliance with the Code of Conduct is given in the Corporate Governance Report. The said Code
is available on the website of the company at https://www. princepipes.com/investors/corporate-governance/policies
The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at https://www.princepipes.com/investors/ corporate-governance/policies
Directors and Key Managerial Personnel
The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:
Changes in Board Composition during FY 2021-22 and up to the date of this report is furnished below:
Resignation of Director
During the period under review, following directors have resigned:
? Mr. Rajesh Pai, (DIN: 02930658), Nominee Director, nominated by South Asia Growth Fund II Holdings LLC, South Asia EBT Trust represented by Orbis Capital Limited resigned from the board of the Company with effect from June 26, 2021 due to pre-occupancy/personal reasons.
? Mr. Satish Chavva, (DIN:03615175), Nominee Director, nominated by Oman Joint India Investment Fund resigned from the board of the Company with effect from November 23, 2021 due to pre-occupancy/personal reasons.
? Mr. Mohinder Pal Bansal, (DIN: 01626343), Independent Director resigned from the Board of the Company with effect from May 19, 2022 due to personal reasons.
The Board places on record its appreciation for the valuable guidance and assistance received from them during their tenure as directors with the Company.
Appointment/ Re- appointment of Director
? Mr. Dilip Deshpande, (DIN: 08488986), was re-appointed as an Independent Director on the board of the Company
pursuant to Section 149 of the Companies Act, 2013 for the Second term of Five (5) years w.e.f June 28, 2022 and will hold office up to June 29, 2027.
The approval of the shareholders for their appointment / reappointment as Directors has been sought in the Notice convening the AGM of your Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Parag Chheda (DIN: 00013222), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.
In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impact their ability to discharge their duties.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
They are not liable to retire by rotation in terms of Section 149(13) of the Act.
Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as Independent Directors and have registered themselves in the Independent Directors'' Database maintained with the Indian Institute of Corporate Affairs (''IICA'').
In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity
f) Risk Management Committee
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in detailed in the "Corporate Governance Report" of the Company which forms part of the Annual Report.
Performance evaluation of the Board
In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, annual performance evaluation of the Board and its Directors was carried out individually. Various parameters such as the Board''s functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Nomination and Remuneration Committee. The performance evaluation of each Independent Director was also carried out by the Board. The Board of Directors expressed their satisfaction with the evaluation process.
Extract of Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2022, is available on the Company''s website at https:// www.princepipes.com/general-meeting
Related Party Transactions
All the transactions with Related Parties are placed before the Audit Committee and also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained 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 a quarterly basis. All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company''s policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has formulated and adopted and revised a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The Revised RPT Policy as approved by the Board is uploaded on the Company''s website at https://www.princepipes. com/investors/corporate-governance/policies
to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently.
Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.
None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164 (2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Key Managerial Personnel (KMP)
During the Financial Year 2021-22, no changes occurred in the positions of Managing Director, Chief Financial Officer and Company Secretary and Compliance Officer of the Company.
As on date of this report Mr. Jayant Chheda, Managing Director, Mr. Shyam Sharda, Chief Financial Officer and Mr. Shailesh Bhaskar, Company Secretary are KMPs of the Company in accordance with the provisions of Section 203 of the Companies Act 2013.
Disclosure related to Board and CommitteesBoard
The Board of Directors met Four (4) times during the financial year 2021-22. The dates on which the Board Meetings were held are as follows:
May 12, 2021; August 05, 2021; November 02 2021; and February 03, 2022.
The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder Relationship Committee
d) Corporate Social Responsibility Committee
e) IPO Committee
Further since transactions with the related parties are not material in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.
The members may refer to note to the financial statements which set out related party disclosures.
Auditors and ReportsStatutory Auditors
Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. N.A. Shah Associates LLP Chartered Accountants (ICAI Firm No: 116560W) was appointed as Statutory Auditors of the Company at 34th Annual General Meeting of the Company held on September 15,2021 for a term of 5 (five) consecutive years till conclusion of 39th Annual General Meeting.
The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.
M/s. N.A. Shah Associates LLP Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the Financial Year ended March 31, 2022. The Notes to Financial Statement referred in Auditors Report are selfexplanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of The Companies Act, 2013. The Auditors Report is annexed with the financial statement forming part of this annual report.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Mahajan & Aibara, Chartered Accountants LLP, were re-appointed by the Board of Directors to conduct internal audit of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Sanjay Dholakia and Associates (CP No. 1798), Practicing Company Secretaries has been reappointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2021-22. The report of the
Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure B.
The Secretarial Auditors'' Report for the Financial year 202122 issued by M/s. Sanjay Dholakia and Associates, Practicing Company Secretaries does not contain any observation or qualification requiring explanation or adverse remark.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed Ketki D. Visariya, Cost Accountants as Cost Auditor of the Company, for the financial year ending 31st March 2023, on a remuneration as mentioned in the Notice convening the 35th Annual General Meeting for conducting the audit of the cost records maintained by the Company. A Certificate from Ketki D. Visariya, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members'' approval for remuneration payable to Cost Auditors forms part of the Notice of the 35th Annual General Meeting of the Company and same is recommended for your consideration.
Cost Audit Report for the year ended 31st March 2021 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2022 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.
Details of Fraud Reported by The Auditors
During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.
Conservation of Energy, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure C.
Particulars of Employees
The information required pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report as Annexure D.
Employee Relations
We firmly believe that employees are our greatest asset and the energy, enthusiasm and creativity they bring into the workplace are the key drivers of our success. Maintaining healthy employee relations is at the core of our people strategy. We continuously strive towards enhancing the employee experiences through various HR interventions leading to an engaged & motivated workforce. All our HR programmes are designed to align the employee goals with the Organisational goals & are working intensively towards making it a way of life. Keeping in spirit, we are having a structured learning & development programme in place to ensure that the employees upgrade their skills continuously & contribute in making the Organisation - a learning Organisation. Keeping in view the existing VUCA world, we need to be competitive & in order to keep ourselves aligned with the key business opportunities & the challenges thereof, we have implemented Innovative Culture across the Organisation for fostering innovation & providing ample opportunities to the employees for self - motivation & meaningful engagement
through Small Group activities, KAIZENS etc. & reward the same for sustaining the employee motivation.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the company at https://www.princepipes.com/investors/corporate-governance/ policies
During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Significant and material orders passed by the regulators or courts
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
Acknowledgement
The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Company''s Bankers, Financial Institutions, Security Trustees, Stock Exchanges, Municipal authorities, State Governments, the Central Government, Suppliers, Clientele and the employees of the Company and look forward to their continued support. The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Prince Pipes & Fittings Ltd.
-
Prince Pipes & Fittings Ltd. Tools
- Bulk Deals
-
Prince Pipes & Fittings Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
- NSE Price History
-
Prince Pipes & Fittings Ltd. Key Financial Ratios
- Ratios
-
Prince Pipes & Fittings Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Prince Pipes & Fittings Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Prince Pipes & Fittings Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Prince Pipes & Fittings Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
-
Indian equities open higher as Nifty tops 23,100 and Sensex climbs over 700 points -
Intraday Stocks To Buy Today, March 25: Top Picks By Anand James of Geojit Investments On Wednesday
-
Stock Market Today: Nifty Closes Near 23,000, Sensex Up 1.8%: IndiGo, L&T, Eternal, Asian Paints Top Gainers -
Steel Stock Gains 5.14% On Getting NCLT Nod For Key Merger; Do You Own? -
Stock Market Opens Strong: Nifty Up 1.5%, Sensex Rallies 1,516 Pts; Rupee Recovers as Trump Delays Iran Strike -
D-Street Mayhem: Rs 15 Lakh Cr Wiped Out As Nifty-Sensex Close 2.5% Lower, Rupee In Free-Fall Amid Iran-US War -
Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
-
Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
-
Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today? -
Biggest Single-Day Market Crash! Rs 13 Lakh Cr Wiped Out as Sensex-Nifty Tank 3%; HDFC, ITC Hit 52-Week Lows -
Indian Equities Open Weak as Nifty Holds Key Levels and Bank Nifty Eyes Support
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+