Hi-Tech Pipes Ltd.
|BSE: 532601||Sector: Metals & Mining|
|NSE: HITECH||ISIN Code: INE106T01017|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 532601||Sector: Metals & Mining|
|NSE: HITECH||ISIN Code: INE106T01017|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
To the Members
Your Directors have pleasure in presenting their Thirty Second Annual Report of theCompany together with the Audited Financial Statements for the year ended March 31st2016.
The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder :
Your Directors are pleased to recommend a dividend of 50 paisa per equity share for theyear ended March 31 2016 aggregating to Rs. 51.51/- (lacs) and Corporate Dividend Tax ofRs. 10.78/- (lacs). The proposed dividend is subject to the approval of shareholders inthe ensuing Annual General Meeting of the company. The dividend would be payable to allthe shareholders whose names appear in the register of members as on the Record Date/BookClosure Date.
Review of Business Operations
A significant improvement has been achieved by the company during the current financialyear. The company has achieved many new land marks in utilization of capacity salesvolume even in adversely affected by falling the steel prices globally.
The company has achieved many new landmarks in this fiscal in terms of capacityutilization sales volume and branding. The strategy and steps taken by the Company indesigning new products in steel tubes and pipes segment by innovative means has succeededin a big way with the production.
During the year the Company has manufactured 56156.808 M.T. C.R.Coils/ Galv. Coils W.Beams etc. as compared to 53326 M.T. in the previous year. During the year the Companyhas manufactured 72395.002 M.T. of steel pipes etc. as compared to 45606.66 M.T. in theprevious year.
The Turnover including other income of the company has increased from Rs. 45944.68 Lacsto Rs. 50491.93 Lacs.
Transfer to Reserves
The company proposes to transfer Rs. 100.00/- (in lacs) to General Reserves from Profitand loss account for the year ended March 31st 2016.
Material Changes And Commitment If Any Affecting The Financial Position of the CompanyOccurred Between The
End of the Financial Year to which this Financial Statements Relate and The Date of theReport.
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the company to which thefinancial statement relate and the date of the report.
Subsidiary Company & Joint Ventures
The Company does not have any Subsidiary Company and Joint Venture during the reportingfinancial year ended March 31 2016.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Accordinglythere are no unclaimed / unpaid deposits lying with the company for the year under review.
Directors and Key Managerial Personnel
(i) The Board in its Meeting held on September 24 2015 appointed Mr. Baij Nath Guptaas an Additional Director (Non Executive Independent Director) on the Board and hasresigned from the Directorship with effect from June 30 2016.
(ii)The Board in its Meeting held on January 09 2016 appointed Ms. Neelima Jain asan Additional Director (Non Executive Independent Director) on the Board she holds officeup to the date of this AGM. The requirement under Section 149 of the Companies Act 2013read with Rule 3 of Companies (Appointment of Directors) Rules 2014 also stands compliedwith this appointment.
The Company has received consent in writing to act as Director in Form DIR-2 andintimation in Form DIR-8 to the effect that she is not disqualified under Section 164 (2)to act as Director. The company has also received declaration from her that she meets thecriteria of independence as prescribed under Section 149 (6) of the Companies Act 2013.
In the opinion of the Board she fulfills the condition for appointment as IndependentDirector on the Board. She is eligible to be appointed as Director of the Company and hisappointment requires the approval of the members at the ensuing Annual General Meeting.
(iii) Ms. Anju Jain has resigned from directorship of the company w.e.f. January 092016. Your Directors place on record their deep appreciation of valuable services renderedby Ms. Anju Jain during her tenure as Director of the Company.
(iv) In Compliance with Section 203 of Companies Act 2013 Mr. Rachit Tandon wasappointed as Company Secretary of the Company with effect from September 24 2015.
(v) In Compliance with Section 203 of Companies Act 2013 Mr. Sanjeev Singhal wasappointed as Chief Financial officer of the Company with effect from September 24 2015and resigned from the position with effect from December 10 2015 in place of whom Mr.Anish Bansal was appointed as Chief Financial officer of the Company with effect fromDecember 10 2015.
Declaration by Independent Director
All the Independent Directors have submitted their disclosures to the board that theyfulfill all the requirements as stipulated in section 149(6) of the Companies Act 2013.So as to qualify themselves to be appointed as independent directors under the provisionsof Companies Act 2013 and relevant rules.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars as prescribed under Sub section (3) (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure 1to this report.
Corporate Social Responsibility (CSR)
Pursuant to the provision of section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility policy) Rules 2014 the Company has constituted aCorporate Social Responsibility Committee with the optimum combination of Executive andNon Executive Directors of the Company and has also framed its Corporate SocialResponsibility Policy to provide benefit to the weaker section of the society.
The CSR Policy has been uploaded on the Company's website and may be accessed at thelink given hereunder: http://www.hitechpipes.in/images/investorspdf/CSRPolicy.pdf TheCompany has made a provision of Rs.17.30 Lacs calculated as per the provisions of section135 of the Companies Act 2013 in its Financial Statement as on March 31 2016 which shallbe spend on the activities stated under the policy.
Particulars of Loans Guarantees or Investments Made Under Section 186 Of The CompaniesAct 2013.
There were no loans given/granted investments made guarantees given and securitiesprovided as per section 186 of the Companies Act 2013.
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure 2to this Report.
M/s N.C. Aggarwal & Co Statutory Auditors of the Company who hold office till theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment(subject to the rati cation by the shareholders of the company in the ensuing annualgeneral meeting) till the conclusion of the next annual general meeting. They haveconfirmed their eligibility to the effect that their reappointment would be withinprescribed limits under the Companies Act 2013.
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointedM/s Kiran Sharma & Co. Practising Company Secretary to conduct Secretarial Audit forthe financial year 2015 16. The Secretarial Audit Report for the financial year endedMarch 31 2016 is annexed herewith marked as Annexure 3 to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark and areself explanatory.
Pursuant to provisions of Section 148 of the Companies Act 2013 and rules madethereunder the Board of Directors has appointed M/s S. Shekhar & Co. (FirmRegistration No.000452) as the Cost Auditor of the Company for the financial year 2015-16.The Cost Auditor has confirmed that the appointment is within the limits of the Section139 of the Companies act 2013 and has certified that that their firm is free from any disqualification specified under the Companies Act.
Particulars of Contracts or Arrangements made with Related Parties
The members may note that all the transactions entered with the related parties were onarm length basis and is entered in the ordinary course of business .Transaction withrelated parties as per requirements of Accounting Standard 18 is disclosed in the notes toaccounts annexed to financial statements.
Number of Board Meetings Conducted During the Year Under Review
Fourteen Board Meetings were held during the financial year under review. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
The Company has set up a risk management framework to identify monitor minimizemitigate and report and also to identify business opportunity. The executive managementoverseas the risk management framework and the audit committee evaluates internalfinancial controls and risk management systems. In the opinion of Board there are no riskwhich may threaten the existence of the Company. The Risk Management Policy has beenuploaded on the Company's website and same may be accessed at the link given hereunder:http://www.hitechpipes.in/pages/page/code-of-conduct-and-policy
Pursuant to the provisions of Section 177 of the Companies Act 2013 our auditcommittee comprised of the following Directors as its members whose primary objective isto monitor and provide an effective supervision of the Management's financial reportingprocess to ensure accurate and timely disclosures with the highest levels oftransparency integrity and quality of financial reporting. The Committee oversees thework carried out in the financial reporting process by the Management the internalauditor the statutory auditor and the cost auditor and notes the processes and safeguardsemployed by each of them.
The composition of same has been changed as and when required. The Audit Committee actsas link between the statutory and internal auditors and the Board of Directors. It assistthe Board of Directors in fulfilling its oversight responsibilities of monitoringfinancial reporting processes review the Company's established system & processes forinternal financial controls governance and reviewing the Company's statutory and internalaudit activities. Further there were no instances where the Board has not accepted therecommendation of the Audit Committee.
Nomination and Remuneration Committee
Pursuant to the provisions of Section 178 of the Companies Act 2013 our Nominationand Remuneration Committee comprised of the following Directors as its members. ANomination and Remuneration Policy has been formulated pursuant to the provisions ofsection 178 and other applicable provisions of the Companies Act 2013 and rules madethereunder stating therein the company policy on Nomination and Remuneration ofDirector's Key Managerial Personnel and other Senior Management. The composition of samehas been changed as and when required. The Nomination and Remuneration Policy has beenuploaded on the Company's website and same may be accessed at the link given hereunder:http://www.hitechpipes.in/pages/page/code-of-conduct-and-policy
Stakeholders Relationship Committee
Pursuant to the provisions of Section 178 of the Companies Act 2013 the Board ofDirectors had constituted our Nomination and Remuneration Committee comprised of thefollowing Directors as its members with the primary duty to look into redressal ofinvestors complaints like transfer of shares non-receipt of annual report and otherinvestor related matters.
The composition of same has been changed as and when required. Your company would liketo state that no complaint was received during the period under review hence no complaintwas pending at the end of the financial year.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Profit and loss of the company for that period.
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Policy on Directors' Appointment and Remuneration and other Details
The current policy is to have an optimum combination of executive and non executivedirectors to maintain the independence of the Board and separate its functions ofgovernance and management. The Board consist of 5 members out of which two are executiveand remaining are non executive independent directors. We ensure that the remunerationpaid to the directors of the company are within the prescribed limit as specified underCompanies Act 2013.
Significant and Material Orders passed by Regulators or Court or Tribunals impactingthe going concern status of the company.
There has been no significant and material order passed by the regulators or courts ortribunals impacting the going concern status of the company.
Particulars of Employees Related Disclosures
Particulars of employees and the ration of remuneration of each director to the medianemployees remuneration and other details as required under section 197 (12) of theCompanies Act read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel Rules 2014 are given in Annexure IV to this Report
Board Annual Evaluation
Pursuant to the provision of section 134 of the Companies Act 2013 the Board hasevaluated the annual performance of themselves and the Directors individually. Theperformance evaluation of Independent Directors was done by entire Board excludingDirectors being evaluated.
Management Discussion And Analysis Report
Management Discussion and Analysis Report for the period under review as stipulatedunder Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation2015 is presented in a separate section forming part of this Annual Report in AnnexureV
Details In Respect of Adequacy of Internal Financial Controls With Reference To TheFinancial Statements
The Company has a robust and comprehensive Internal Financial Control Systemcommensurate with the size fiscale and complexity of its operations. The objective ofthese procedures is to ensure efficient use and protection of the Company's resourcesaccuracy in financial reporting and procedures. The system encompasses the major processesto ensure reliability of financial reporting compliance with the policies procedureslaws and regulations safeguarding assets and economical and efficient use of resources.The policies and procedures adopted by the company ensure the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy and completeness of the records and timely preparation ofreliable financial information.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
Pursuant to the provision of section 177(9) of the Companies Act 2013 the company hasformulated a Vigil Mechanism/Whistle Blower Policy to deal with the unethical behavior orviolation of the Company's code of conduct and policy. The Policy on VigilMechanism/Whistle Blower Policy has been adopted and the same was uploaded on the websiteof the company and may be viewed athttp://www.hitechpipes.in/pages/page/code-of-conduct-and-policy
The Paid up Share Capital of the Company increased from Rs. 7 5711000/- to103011000/- by issue of equity shares. During the year the company has allotted 2730000equity shares of Rs.10/- each at a price of Rs. 50/- per equity shares (including a sharepremium of Rs.40/-per equity share) as a public issue.
Post allotment the equity shares of the company got listed on February 24 2016 at SMEPlatform of National Stock Exchange (NSE).
A) Buy Back Of Securities
The Company has not bought back any of its securities during the year under review.
B). Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
C). Bonus Shares
The Company has allotted 3785550 equity shares of Rs.10/- each as Bonus Shares to themembers of the company in the ratio of 1:1 in its Board Meeting held on September 242015.
D). Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
Disclosures with respect to Demat Suspense Account/ Un claimed Suspense Account
The Company wish to state that there was no Un-Claimed/ Outstanding shares in thesuspense account opened at the time of Initial Public Offer for the period ended onMarch 31 2016.
Disclosure as per Sexual Harassment of Women At Workplace (Prevention Prohibition AndRedressal) Act 2013.
The Company has zero tolerance for sexual harassment at workplace and has adoptedmeasures from time to time on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under Nocomplaint has been received for sexual harassment of women at work place by the Companyduring the financial year 2015-16. The policy can be viewed at :http://www.hitechpipes.in/pages/page/code-of-conduct-and-policy.
Your Directors wish to place on record their appreciation for the continued support andco-operation extended by Shareholders and all employees of the Company.