Your Directors present their 34 Annual Report together with the AuditedStatement of Accounts of your Company for the Financial Year ended 31 March 2021.
|Particulars ||Current year (2020-21) (Rs. in Lacs) ||Previous year (2019-20) (Rs. in Lacs) |
|Sales (Including Excise) ||615.35 ||447.71 |
|Other Income from operations ||42.51 ||38.86 |
|Total ||657.86 ||486.57 |
|Profit/(Loss) before Interest Depreciation & Tax ||17.66 ||21.17 |
|Less: Interest ||13.92 ||12.78 |
|Less: Depreciation ||13.16 ||13.21 |
|Profit/(Loss) before Tax ||(9.42) ||(4.82) |
| ||NIL ||NIL |
|Taxation (Earlier Years) Prior period Adjustment (Income/(Expenses): || || |
|Extra-ordinary/Exceptional Items ||NIL ||NIL |
|Income/ (Expenditure) || || |
|Profit after Tax ||(9.42) ||(4.82) |
|Tax for Earlier year/Others ||NIL ||NIL |
|Balance of Profit/(Loss) brought forward ||(1607.94) ||(1603.12) |
|Balance of Profit/(Loss) carried to Balance Sheet ||(1617.36) ||(1607.94) |
The company is engaged in job work. As compared to the last year thesales have improved but due to increase in cost of materials and narrow profit marginthere is increase in losses. However the financial health of the company is not at thedesired levels due to continuous losses over the year. Further there is a underutilization of installed capacity of production due to sluggish demand for the product ofthe company.
The results of 1 quarter of 2020-21 were severely affected due tocountry wide lockdown imposed by the Central Govt. because of Covid-19 Pandemic. This hasaffected overall performance of the Company in the financial year 2020-21.
The Impact assessment of Covid-19 is a continuing process given theuncertainties associated with its nature the company has taken suitable measures totackle this challenge.
In view of losses during the year and accumulated losses the Boarddecided not to recommend any dividend for the year under review.
AMOUNT CARRIED TO RESERVES:
During the year under review your Company did not transfer any amountto the Reserves.
The annual production of the Company is 1753.810 MT. Out of this763.740 MT is by way of Job work. The Company is operating at just below breakeven point.
There is a contraction in the growth rate of GDP during the year2020-2021 due to Covid-19 impact. The growth in the GDP for the 2021-2022 forecasted bythe experts is not encouraging for the development and growth of business due touncertainties caused by Covid-19. The core demand for our product is made byinfrastructure enterprises in public and private sector. The present sentiments for theinvestment in infrastructure projects is not so strong. The coming year is a challengingfor the company.
The Company has placed a copy of annual return on its website athttps://mukatpipes.com/index.php/information/returns.html
NUMBER OF MEETINGS OF THE BOARD:
During the year 4 (FOUR) Board Meetings were duly convened and held.These were held on 26-06-2020 21-08-2020 05-11-2020 & 12-02-2021. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
|Names of the Directors ||Number of Board Meetings Attended |
|Mr. Rupinder Singh Ahluwalia ||4 |
|Mrs. Sandeep Kaur Ahluwalia ||3 |
|Mrs. Mandeep Ahluwalia Pahwa ||4 |
|Mr. Raj Kumar Bali ||3 |
|Mr. Kamal Jain ||3 |
|Mr. Amrik Singh Grewal ||4 |
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat:
(a) in the preparation of the annual financial statements for the yearended March 31 2021 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;
(b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;
(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) The directors have prepared the annual accounts on a going concernbasis;
(e) The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet thecriteria of independence pursuant to Section 149(6) of the Companies Act 2013 andRegulation 16(1) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors andSenior Management Personnel and their remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub-section (3) of section 178 relating to the remuneration for the Directors keymanagerial personnel and other employees. As required by Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the prescribed details are annexedas "Annexure 1" to this report.
INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
During the year under review no employee was employed who was inreceipt of aggregate remuneration exceeding Rupees One Crore and Two Lakh for the year orexceeding Rupees Eight Lakhs and Fifty Thousand per month for any part of the year.
The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company and other details in terms of Sub-Section 12of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part ofthis Report and is annexed as "Annexure 2" to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013:
During the year the Company has not given any loans or guarantees orhas made any investments u/s 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Transactions entered with Related Parties for the year underreview are strictly done on arm's length basis and in the ordinary course of business. TheCompany presents full details of transactions of all related party before the AuditCommittee Specifying the nature value and terms & conditions of the transactions.Transactions with related parties are conducted in a transparent manner with the interestof the Company and stakeholders at utmost priority.
The details of transaction with related party in Form AOC-2 is annexedherewith as "Annexure 3".
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or AssociateCompany.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
In order to attain the corporate objectives strict internal controlssystems were implemented across the organization. The appointment of internal auditor isdone as per norms of Company Act 2013.The Audit Reports of the internal auditor onquarterly basis has been evaluated and assessed. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations on regular basis. The audit function maintains itsindependence and objectivity while carrying out assignments. It evaluates on a continuousbasis the adequacy and effectiveness of internal control mechanism. The function alsoproactively recommends improvement in policies and processes suggests streamlining ofcontrols against various risks. Your Company has laid down set of standards processes andstructure which enables it to implement internal financial control across the Company andensure that the same are adequate and operating effectively.
DETAILS ABOUT DIRECTORS AND KMPs WHO WERE APPOINTED/ RESIGNED DURINGTHE FINANCIAL YEAR:
There was no change in KMPs and in the constitution of Board ofDirectors of the Company during the year under review except Mrs. Sandeep Kaur Ahluwalia(DIN: 01355454) was re-appointed as a whole-time director for a period of 3 years w.e.f.01.10.2020.
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Provisions of Regulation 17 to 27 andClauses (b) to (i) of Regulation 46(2) and Para C D and E of Schedule V is not applicableto the Company as the Company's Paid up share capital & Net worth is below the limitsspecified.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes have occurred between the end of the financial yearof the company to which the financial statements relate and the date of the report.'
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules2014 is annexed as "Annexure4" to this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY OF THE COMPANY:
The Board of Directors of the Company has not designed any RiskManagement Policy. However the Company has in place mechanism to identify assessmonitor and mitigate various risks to key business objectives. Major risks identified bythe businesses and functions are deteriorating profitability low scale production andsluggish demand for the products of the company. The company is continuously makingefforts to address the said risk.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company has not developed and implemented any Corporate SocialResponsibility Policy pursuant to the Provisions of Section 135 of the Companies Act 2013and relevant Rules framed there under as the said provisions were not applicable to theCompany as the Company had incurred losses during the relevant period.
During the year under review the Company has not accepted any depositpursuant to Section 73 and Section 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration committee by filling a structured questionnaire.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Ms. Yogita of Yogita & Associates Company Secretaries RajpuraTown Patiala to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed as "Annexure 5" to this report.
EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HERREPORT:
The Statutory Auditor has informed the company that they have alreadyapplied peer review certificate to ICAI.
As per B (3) para the company has yet to transfer Rs. 11.41 Lacs onaccount of unpaid dividend to Investor Education and Protection Fund under section 124 ofthe Company Act 2013. Out of 11.41 Lacs and amount of Rs. 8.80 Lacs has already beentransferred to deaf account of RBI by Punjab National Bank. An amount of Rs. 333450/- isoutstanding in Dividend Account No. 111511001114 with Dena Bank Branch (DP-ID IN 300386Capital Market Branch 17 Horniman Circle Mumbai -23 (Now Bank of Baroda).
The company does not have record of share holders to whom the unpaiddividend amount belongs to. The company has several times approached Investor EducationProtection Fund (IEPF) through emails to know the procedure to transfer the above saidunpaid dividend amount to IEPF in the absence of names of share holders and otherconcerned records needed in the matter. We have not received any response from the IEPFauthority. The company will pursue the matter with the IEPF authority to expedite thematter.
Pursuant to the Provisions of the Companies Act 2013 Mrs. MandeepAhluwalia Pahwa (DIN: 01355511) retires by rotation and being eligible offers herself forre-appointment.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The familiarization program seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The Company hasframed a policy on familiarization program for Independent Directors.
The Company's Auditors M/s. Gurpreet Kaur & Associates CharteredAccountants Patiala FRN (01538N) were appointed as Statutory Auditors at 30 AGM for aperiod 5 (Five) years i.e. from the conclusion of 30 Annual General Meeting until theconclusion of 35 Annual General Meeting subject to ratification of Members at everysubsequent Annual General Meeting. M/s. Gurpreet Kaur & Associates (FRN 01538N) haveprovided their consent and eligibility pursuant to Section 141 of the Company Act 2013 toact as Auditors of the Company. Your Directors recommend ratification of their appointmentto enable them to continue as Statutory Auditors of the company for the Financial Year2020-2021.
RESERVATION AND QUALIFICATION ON AUDITOR REPORT:
The qualification/ remarks made by the Statutory Auditors in theirReport under the head Key audit matters and the management response thereto have beenfully clarified/ explained in the Auditors Report and does not require any furtherexplanation/ clarification Save and except above there is no qualification andreservation pointed out by the Auditor.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION143(12) OF THE COMPANIES ACT 2013:
During the year under review there were no incidences of fraud reportedby Auditors.
The Company has complied with the applicable Secretarial Standards viz.SS-1 and SS-2 during the year.
I) Audit Committee:
Being a listed Company the Company had already constituted its AuditCommittee consisting of Mr. Kamal Jain (DIN: 02229015) Mr. Amrik Singh Grewal (DIN:01239180) and Mr. Rupinder Singh Ahluwalia (DIN: 01239483).
During the year under review Four (4) Meetings were held of Auditcommittee.
|Names ||Number of Audit Committee Meetings Attended |
|Mr. Amrik Singh Grewal ||4 |
|Mr. Rupinder Singh Ahluwalia ||4 |
|Mr. Kamal Jain ||3 |
II) Nomination and Remuneration Committee:
Being a listed Company the Company had already constituted itsNomination and Remuneration Committee consisting of Mr. Kamal Jain (DIN: 02229015) Mr.Amrik Singh Grewal (DIN: 01239180) and Raj Kumar Bali (DIN: 02227210)
During the year under review One (1) Meeting was held of Nomination andRemuneration Committee.
|Names ||Number of Nomination and Remuneration Committee Meetings Attended |
|Mr. Amrik Singh Grewal ||1 |
|Mr. Raj Kumar Bali ||1 |
|Mr. Kamal Jain ||1 |
III) Stakeholders Relationship Committee:
Being a listed Company the Company had already constituted itsStakeholders Relationship Committee consisting of Mr. Kamal Jain (DIN: 02229015) Mr.Amrik Singh Grewal (DIN: 01239180) and Mr. Rupinder Singh Ahluwalia (DIN: 01239483).
During the year under review one (1) Meeting was held of StakeholderRelationship Committee.
|Names ||Number of Stakeholder Relationship Committee. Meetings Attended |
|Mr. Amrik Singh Grewal ||1 |
|Mr. Kamal Jain ||1 |
|Mr. Rupinder Singh Ahluwalia ||1 |
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted the code of conduct for employees and directorsfor the highest degree of transparency integrity accountability and corporate socialresponsibility. Any actual or potential violation of the Code would be a matter of seriousconcern for the Company. The Company also has Whistle Blower Policy to deal with instanceof fraud and mismanagement if any. Employees of the Company are encouraged to useguidance provided in the Policy for reporting all allegations of suspected improperactivities.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required underCompanies Act 2013 Regulation 34(2)(e) read with Schedule-V of Securities and ExchangeBoard of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR) is given in this Annual Report for the year under review and is annexed as "Annexure6" to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The Company had filed two appeals in suit of M/s. Modern ConstructionCo. v/s Mukat Pipes Limited against the Order passed by the Civil Court Gujarat in theHon'ble Gujarat High Court. Both the appeals are pending for decision. The companyhas filed appeal against order of Commissioner Excise before CSTAT and the same is pendingfor decision. The Income Tax department has passed an order to reassess the return ofincome for the A.Y. 2012-2013. The company has applied rectification proceedings in thematter which is still under process.
MAINTENANCE OF COST RECORDS:
During the year under review the Company was not required to maintainthe Cost records as specified by the Central Government under Section 148 of the CompaniesAct 2013.
COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:
The Company has zero tolerance for sexual harassment at workplace andaccordingly due care is always taken in respect of prevention prohibition and redressalof sexual harassment at workplace in line with the provisions of the Sexual harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules framedthere under.
No complaints were received during the year.
Further necessary steps are being taken by the Board for complyingwith provisions of the said Act including constitution of Internal Complaints Committee asreferred in the said Act.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016:
During the year under review there was no application made or pendingproceeding under the Insolvency and Bankruptcy Code 2016.
DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTION (FI) DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS:
During the year under review the company has not taken any loan fromthe Bank or FI hence there was no such valuation done.
Your Directors place on record their appreciation for the co-operationof all the Staff and Officers Shareholders of the Company Bankers and look forward totheir continued co-operation in future.