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Tijaria Polypipes

BSE: 533629|NSE: TIJARIA|ISIN: INE440L01017|SECTOR: Plastics
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Directors Report Year End : Mar '18    Mar 15

Dear Members,

The Directors are pleased to present the 12thAnnual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2018.

Financial Results:

(Rs. in lacs)

Particulars

2017-18

2016-17

Total Income

7775.35

6648.55

Profit / (Loss) before exceptional / extraordinary items

(2427.89)

(1908.38)

Profit / (Loss) before Tax

(2440.76)

(2092.38)

Provision for:

- Current Tax

-

-

- Deferred Tax

-

-

Profit / (Loss) after Tax

(2440.76)

(2092.82)

Comprehensive Income

(2.87)

0.68

Profit / (Loss) for the F.Y

(2443.63)

(2092.14)

Your Company recorded net income from operations of Rs.7775.35 lacs as against Rs.6648.55 lacs in the previous year. The net loss during the year increased to Rs.2440.76 lacs from Rs.2092.82 lacs due to higher expenses and extraordinary items charged to the statement of profit & loss.

State of Company’s Affairs and Future Outlook:

The Company continued its focus on HDPE/PVC pipes, agricultural implements under the brand name Vikas and Tijaria. Company has during the year executed few supplies to infrastructure projects, irrigation projects of the government, telecom companies. Company''s mink blanket product did well both in domestic and oversea market. Despite focus on cutting cost, achieving production efficiency and building brand image to deliver results, financial results impacted due to unexpected policy decisions taken by the Indian Government. Though it is beneficial in the long run and health of the economy will improve under the present leadership. The Company believes to do well in the coming financial year. No capacity expansion took place during the year.

Dividend:

The Company has no surplus during the year. Hence, no dividend has been recommended by the Board of Directors of the Company.

Transfer to Reserve:

Your Directors have not proposed to transfer any sum to the General Reserve.

Material Changes and Commitments, if any affecting the financial position of the Company:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of financial year on March 31, 2018 to which the financial statements relate and the date of this report.

Subsidiary Company:

The Company does not have any subsidiary or joint venture or associate company.

Business Risk Management:

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015, the constitution of Risk Management Committee is not applicable on the Company. However, pursuant to Regulation 17(9) of the said Regulation read with Section 134(3)(n) of the Companies Act, 2013, the Board regularly identify the business risk, evaluates it and thereafter proper mechanism is adopted to overcome the business risk.

Vigil Mechanism / Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any. The Policy can be accessed at the website of the Company at www.tijaria-pipes.com.

Related Party Transactions:

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

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

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

Corporate Social Responsibility:

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

Share Capital:

The paid up equity capital of the Company as on March 31, 2018 was Rs. 2362.66 Lacs. The said shares are listed on the BSE Limited and the National Stock Exchange of India Limited. There is no change in the paid-up capital of the Company, during the year under review.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in the prescribed Form MGT-9 is annexed herewith as Annexure- A.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed hereto as Annexure - B and forms part of this report.

Particulars of Employees:

The Statement required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Report and the same is attached as per Annexure - C. Further, there was no employee in the Company covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 drawing remuneration in excess of the limit specified under the said Rule.

Public Deposits:

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

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees and Investments required to be given in the Report of Board of Directors in terms of Section 134(3)(g) of the Companies Act, 2013 has been given in the notes to the Financial Statements.

Directors:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vikas Jain Tijaria, (DIN: 00114978)retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Board recommends his re-appointment. Profile of Mr. Vikas Jain Tijaria is given in the Notice of the 12th Annual General Meeting of the Company.

During the year, Mr. Devendra Sharma (DIN 07779352) has appointed as an Non-executive independent director in place of Mr. Sanjeev Kumar Mishra who resigned since January 29, 2018.

All Independent Directors has given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel:

There is no change in Key Managerial Personnel during the year.

Inter-se Relationship between the Directors:

There are no relationships between the Directors inter-se, except Mr. Alok Jain Tijaria, Mr. Vikas Jain Tijaria, Mr. Praveen Jain Tijaria and Mr. Vineet Jain Tijaria, who are brothers.

Familiarization Program for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Companies Act, 2013 and requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a familiarization program for all its Independent Directors to familiarize them on their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates and its business model. The familiarization programs posted on the website www.tijaria-pipes.com.

Nomination and Remuneration Policy:

A Nomination and Remuneration Policy has been formulated, pursuant to Section 178 and other applicable provisions of the Companies Act, 2013 and Rules applicable thereto. The said policy may be referred at www.tijaria-pipes.com. The Brief of the Remuneration Policy as approved by the Board is given below:

a. The Non-Executive Directors and Independent Directors shall receive remuneration only by way of sitting fees as may be decided by the Board from time to time under the provisions of the Companies Act, 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate and taking into consideration the required factors. Any fees paid to Independent Directors for professional services shall not be considered as part of remuneration, subject to the provisions of the Companies Act, 2013.

b. Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending Board / Committee Meetings.

c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Company''s Policy, subject to compliance with the provisions of the Companies Act, 2013.

Evaluation of Board, its Committees and Directors:

Pursuant to the Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(p) of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board adjudged the performance of the individual director, excluding the presence of the individual director being adjudged in the meeting.

Meetings of Board of Directors:

During the year, Seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors Meeting:

As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section 149(8) of the Companies Act, 2013, the Independent Directors have at their meeting held on March 31, 2018:

a. Reviewed the performance of Non-Independent Directors and the Board as a whole;

b. Reviewed the performance of the Chairperson taking into account the views of Executive Directors and Non-Executive Directors;

c. Assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.

Board Committees:

Detailed composition of the mandatory Board Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, number of committee meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

Directors’ Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

a. The applicable Accounting Standards have been followed in the preparation of the annual accounts along with the proper explanation relating to material departures, if any.

b. Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the said year ended March 31, 2018.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

e. The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

f. The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report:

In compliance with the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate section on Management Discussion and Analysis as approved by the Board of Directors, forms part of this Annual Report.

Corporate Governance Report:

The Corporate Governance Report, duly approved by the Board of Directors together with the certificate from the Company Secretary in Practice confirming the compliance with the requirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

Code of Conduct:

The Board of Directors have laid down the Code of Conduct for all Directors/Senior Officers of the Company. The Code ensures the prevention of dealing in Company''s shares by persons having access to unpublished price sensitive information. The Board Members and the Senior Officers have affirmed their compliance with the Code of Conduct for the year ended March 31, 2018 and a declaration signed by the Managing Director to this effect is attached and forms part of this Annual Report. The Code of Conduct is available on the website of the Company www.tijaria-pipes.com.

Business Responsibility Report:

Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Business Responsibility for the year under review has not been made as the same is not applicable on the Company

Statutory Auditors:

The Company, at its 11 Annual General Meeting (AGM), held on September 29, 2017 appointed M/s Agrawal Jain & Gupta, Chartered Accountants, Jaipur (firm registration no. 013538C of ICAI), as the Statutory Auditors for a period of Five (5) consecutive years from the conclusion of the eleventh AGM to the conclusion of the sixteenth AGM subject to ratification of their appointment every year. They have confirmed that their said appointment, if ratified at the ensuing AGM, will be in compliance with Sections 139 and 141 of the Companies Act, 2013.

Internal Auditors:

The Board has appointed Mr. Anirudh Kumar Bhardwaj as Internal Auditor for a period of one year ended March 31, 2018 under Section 138 of the Companies Act, 2013 and he has completed the internal audit as per the scope defined by the Audit Committee.

Secretarial Auditors:

The Company has appointed Mr. Vimal Gupta, Company Secretary (CP No. 15035) to conduct the Secretarial Audit for the year ended March 31, 2018. As required by Section 204 of the Companies Act, 2013 and rules made thereunder, the Secretarial Audit Report furnished by Mr. Vimal Gupta is annexed to this report as Annexure - D.

Cost Auditors:

The Board of Directors has appointed M/s Bikram Jain & Associates, Cost Accountants, as Cost Auditors of the Company for the year 2018-19 and recommends ratification of their remuneration by the Members at the ensuing Annual General Meeting.

Explanation and Comments on Auditors and Secretarial Audit Report:

There is no qualification, disclaimer, reservation or adverse remark made either by the Statutory Auditors in the Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report. The Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee or Board as required under provisions of Section 143 (12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status:

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status.

Change in the Nature of Business:

During the year under review, there was no change in the nature of the business.

Internal Financial Control:

There is an adequate system of internal financial control procedures which commensurate with the size and nature of business. Audit Committee regularly reviews adequacy and effectiveness of the Internal Controls and Systems followed by the Company. Statutory Auditors in their report has also expressed their opinion on internal financial control with reference to the financial statements which is self-explanatory.

Human Resources:

Tijaria continues to be employee centric focusing on their growth and spread of knowledge to build and mature next level leadership. Further, necessary help and support is extended in case of emergency and on special occasions.

Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee (ICC) have been set up to redress complaints. However, ICC have not received any complaints during the year under review.

Acknowledgement:

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from the employees, customers, suppliers, dealers, banks, government departments and local authorities towards conducting the business of the Company during the year under review. Your Directors would also like to thanks the shareholders and the investors for their continued support.

By Order of the Board of Directors

Tijaria Polypipes Limited

Place: Jaipur

Date: August 30, 2018 Alok Jain Tijaria Vineet Jain Tijaria

Managing Director Whole-time Director & CFO

DIN:00114937 DIN:00115029

Source : Dion Global Solutions Limited
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