You are here » Home » Companies » Company Overview » Mukat Pipes Ltd

Mukat Pipes Ltd.

BSE: 523832 Sector: Metals & Mining
NSE: MUKATPIPE ISIN Code: INE862C01029
BSE 00:00 | 29 May 0.97 -0.05
(-4.90%)
OPEN

0.97

HIGH

0.97

LOW

0.97

NSE 05:30 | 01 Jan Mukat Pipes Ltd
OPEN 0.97
PREVIOUS CLOSE 1.02
VOLUME 1000
52-Week high 4.75
52-Week low 0.97
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.97
Buy Qty 254.00
Sell Price 0.97
Sell Qty 254.00
OPEN 0.97
CLOSE 1.02
VOLUME 1000
52-Week high 4.75
52-Week low 0.97
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.97
Buy Qty 254.00
Sell Price 0.97
Sell Qty 254.00

Mukat Pipes Ltd. (MUKATPIPE) - Director Report

Company director report

Dear Members

Your Directors present their 32ND Annual Report together with the Audited Statement ofAccounts of your Company for the Financial Year ended 31st March 2019.

FINANCIAL RESULTS:
Particulars Current year (2018-19) Previous Year (2017-18)
(Rs. in lacs) (Rs. in lacs)
Sales (Including Excise) 796.84 586.40
Other Income from operations 47.68 47.44
Total 844.52 633.84
Profit/(Loss) before Interest Depreciation & Tax (7.85) (46.01)
Less: Interest 13.83 12.11
Less: Depreciation 12.95 12.10
Profit/(Loss) before Tax (34.63) (70.22)
Taxation (Earlier Years) Prior period Adjustment (Income/(Expenses): NIL NIL
Extra-ordinary/Exceptional Items
Income/ (Expenditure) NIL NIL
Profit after Tax (34.63) (70.22)
Tax for Earlier year/Others NIL NIL
Balance of Profit/(Loss) brought forward (1568.49) (1498.27)
Balance of Profit/(Loss) carried to Balance Sheet (1603.12) (1568.49)

The performance of the company has a little improvement. It is still marginally belowthe break even point. There is a under utilization of installed capacity of production dueto sluggish demand for the product of the company. There is a still challenge forProfitable production and financial results need more improvement. The financial health ofthe company is not at the desired levels due to continuous losses over the year.

The Management Discussion And Analysis Report is attached herewith to the Director'sReport.

DIVIDEND:

In view of losses during the year and accumulated losses the Board decided not torecommend any dividend for the year under review.

AMOUNT CARRIED TO RESERVES:

During the year under review your Company did not transfer any amount to the Reserves.

OPERATION:

The annual production of the Company is 2712.345 MT. Out of this 1546.076 MT is by wayof Job work. The Company is marginally operating below breakeven point.

FUTURE OUTLOOK:

The company is getting fresh orders from mini Hydro projects to be located in HimachalPradesh Jammu & Kashmir & Uttarakhand states. The company has the patronizationfrom the said projects. It is expected that in the coming years the company will get moreorders from the said projects and will improve its installed capacity utilization abovethe breakeven point.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedas Annexure 1 to this report. The same is placed on Company's website atwww.mukatpipes.com.

NUMBER OF MEETINGS OF THE BOARD:

During the year 4 (Four) Board Meetings were convened and held. These were held on30.05.2018 30.07.2018 12.11.2018 & 08.02.2019. The intervening gap between theMeetings 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 4
Mrs. Mandeep Ahluwalia Pahwa 4
Mr. R.K.Bali 4
Mr. Kamal Jain 1
Mr. Amrik Singh Grewal 4

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby con rmed that:

(a) in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(b) the directors have 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 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 have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria ofindependence pursuant to Section 149(6) of the Companies Act 2013 and Regulation 16(1) ofthe 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 Committeeframed a policy for selection and appointment of Directors and Senior Management Personneland their remuneration including criteria for determining quali cations positiveattributes independence of a Director and other matters provided under sub-section (3) ofsection 178relating to the remuneration for the Directors key managerial personnel andother employees. As required by Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the prescribed details are annexed as Annexure - 2to this report.

INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

During the year under review no employee was employed who was in receipt of aggregateremuneration exceeding Rupees One Crore and two Lakh for the year or exceeding RupeesEight Lakhs and Fifty thousand per month for any part of the year.

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company and other details in terms of Sub-Section 12 of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are forming part of this Report and is annexed as "Annexure3" to this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT2013:

During the year the Company has not given any loans or guarantees or has made anyinvestments 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 under review arestrictly done on arm's length basis and in the ordinary course of business. The Companypresents full details of transactions of all related party before the Audit CommitteeSpecifying the nature value and terms & conditions of the transactions. Transactionswith related parties are conducted in a transparent manner with the interest of theCompany and stakeholders at utmost priority.

The details of transaction with related party in Form AOC-2 is annexed herewith as "Annexure4" SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

In order to attain the corporate objectives strict internal controls systems wereimplemented across the organization. The appointment of internal auditor is done as pernorms of Company Act 2013.The Audit Reports of the internal auditor on quarterly basishas been evaluated and assessed. The Audit Committee reviews adequacy and effectiveness ofthe Company's internal control environment and monitors the implementation of auditrecommendations on regular basis. The audit function maintains its independence andobjectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism. The function also pro activelyrecommends improvement in policies and processes suggests streamlining of controlsagainst 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 DURING THE FINANCIALYEAR:

During the year under review none of the Directors and KMPs were appointed orresigned. Further after 31.03.2019 your company has appointed Company Secretary and CFOin order to comply with Provisions of the Companies Act 2013.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Provisions of Regulation 17 to 27 and Clauses (b) to(i) of Regulation 46(2) and Para C D and E of Schedule V is not applicable to theCompany as the Company's Paid up share capital & Net worth is below the limits specied.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes have occurred between the end of the financial year of the companyto which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules2014 is annexed as "Annexure 5" tothis report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:

The Board of Directors of the Company has not designed any Risk Management Policy.However the Company has in place mechanism to identify assess monitor and mitigatevarious risks to key business objectives. Major risks identified by the businesses andfunctions are deteriorating Profitability low scale production and sluggish demand forthe products of the company. The company is continuously making efforts to address thesaid risk.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social ResponsibilityPolicy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevantRules framed thereunder as the said provisions were not applicable to the Company as theCompany had incurred losses during the relevant period.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposit pursuant toSection 73 and Section 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration committee bylling a structured questionnaire.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Yogita of Yogita & Associates Company Secretaries Rajpura TownPatiala to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportannexed as "Annexure 6" to this report.

EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HER REPORT:

The company has already appointed Chief Financial Of cer and Company Secretary on13-06-2019. The ROC has been informed through DIR-12 Form. The Statutory Auditor hasinformed the company that they have already applied peer review certi cate to ICAI. As perB (3) para the company has yet to transfer Rs. 11.41 Lacs on account of unpaid dividend toInvestor Education and Protection Fund under section 124 of the Company Act 2013. Out of11.41 Lacs and amount of Rs. 8.80 Lacs has already been transferred to deaf account of RBIby Punjab National Bank. An amount of Rs. 333450/- is outstanding in Dividend Account No.111511001114 with Dena Bank Branch (DP-ID IN 300386 Capital Market Branch 17 HornimanCircle Mumbai -23 (Now Bank of Baroda).

The company does not have record of share holders to whom the unpaid dividend amountbelongs to. The company has several times approached Investor Education Protection Fund(IEPF) through emails to know the procedure to transfer the above said unpaid dividendamount to IEPF in the absence of names of share holders and other concerned records neededin the matter. We have not received any response from the IEPF. The company will pursuethe matter with the IEPF to expedite the matter.

DIRECTORS:

Pursuant to the Provisions of the Companies Act 2013 Mr. Rupinder Singh Ahluwalia(DIN: 01239483) retires by rotation and being eligible offers himself for re-appointment.

As per the provisions of the Companies Act 2013 and the rules made thereunder andthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 Mr. Amrik Singh Grewal Mr. Rajkumar Bali and Mr. KamalJain will be completing their tenure of 5 consecutive years as Independent Directors on30.09.2019.They being eligible are proposed to be re-appointed as independent directorsfor further period of 5 consecutive years w.e.f 01.10.2019.The Nomination And RemunerationCommittee also recommended for their appointment. The Company has also received requisitenotices in compliance with the provisions of Section 160 of the Companies Act 2013proposing Mr. Kamal Jain Mr. Amrik Singh Grewal and Mr. Rajkumar Bali as the IndependentDirectors of the Company.

The Company has received declarations from all the proposed Independent Directors ofthe Company con rming that they meet with the criteria of independence as provided inSection 149(6) of the Companies Act 2013.

AUDITORS:

The Company's Auditors M/s.Gurpreet Kaur & Associates Chartered AccountantsPatiala FRN (01538N) were appointed as Statutory Auditors at 30th AGM for a period 5(Five) years i.e. from the conclusion of 30thAnnual General Meeting until the conclusionof 35thAnnual General Meeting subject to rati cation of Members at every subsequent AnnualGeneral Meeting. M/s. Gurpreet Kaur & Associates (FRN 01538N) have provided theirconsent and eligibility pursuant 141 of the Company Act 2013 to act as Auditors of theCompany..Your Directors recommend rati cation of their appointment to enable them tocontinue as Statutory Auditors of the company for the Financial Year 2019-20.

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

As per Note No. 32 The Company has yet to transfer Rs. 11.41 Lacs on account of unpaiddividend to Investor Education and Protection Fund. Out of 11.41 Lacs and amount of Rs.8.80 Lacs has already been transferred to deaf account of RBI by Punjab National Bank. Anamount of Rs. 333450/- is outstanding in Dividend Account No. 111511001114 with Dena BankBranch (DP-ID IN 300386 Capital Market Branch 17 Horniman Circle Mumbai -23 (Now Bankof Baroda).

The company does not have record of share holders to whom the unpaid dividend amountbelongs to. The company has several times approached Investor Education Protection Fund(IEPF) through emails to know the procedure to transfer the above said unpaid dividendamount to IEPF in the absence of names of share holders and other concerned records neededin the matter. We have not received any response from the IEPF. The company will pursuethe matter with the IEPF to expedite the matter.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THECOMPANIES ACT 2013:

During the year under review there were no incidences of fraud reported by Auditors.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2during the year.

COMMITTEES

I) Audit Committee:

Being a listed Company the Company had already constituted its Audit Committeeconsisting of Mr. Kamal Jain (DIN: 02229015) Mr. Amrik Singh Grewal (DIN: 01239180) andMr. Rupinder Singh Ahluwalia (DIN: 01239483).

During the year under review Four (4) Meetings were held of Audit committee.

Names Number of Audit Committee Meetings Attended
Mr. Amrik Singh Grewal 4
Mr. Rupinder Singh Ahluwalia 4
Mr. Kamal Jain 4

II) Nomination and Remuneration Committee:

Being a listed Company the Company had already constituted its Nomination andRemuneration Committee consisting of Mr. Kamal Jain (DIN: 02229015) Mr. Amrik SinghGrewal (DIN: 01239180) and Raj Kumar Bali (DIN: 02227210)

During the year under review One (1) Meeting was held of Nomination and RemunerationCommittee.

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 its StakeholdersRelationship Committee consisting of Mr. Kamal Jain (DIN: 02229015) Mr. Amrik SinghGrewal (DIN: 01239180) and Mr. Rupinder Singh Ahluwalia (DIN: 01239483).

During the year under review one (1) Meeting was held of Stakeholder RelationshipCommittee.

Names Number of Stakeholder Relationship Committee Meetings Attended
Mr. Amrik Singh Grewal 1
Mr. Kamal Jain 1
Mr. Rupinder SinghAhluwalia 1

IV) Independent Directors Meeting:

Being a listed Company the Meeting of Independent Directors of the Company was dulyheld and report thereof was submitted to the Chairman.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the code of conduct for employees and directors for the highestdegree of transparency integrity accountability and corporate social responsibility. Anyactual or potential violation of the Code would be a matter of serious concern for theCompany. The Company also has Whistle Blower Policy to deal with instance of fraud andmismanagement if any.

Employees of the Company are encouraged to use guidance provided in the Policy forreporting all allegations of suspected improper activities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

The Company had filed two appeals in suit of M/s. Modern Construction Co. v/s MukatPipes Limited against the Order passed by the Civil Court Gujarat in the Hon'ble GujaratHigh Court. Both the appeals are pending for decision. The company has filed appealagainst order of Commissioner Excise before CSTAT and the same is pending for decision.

MAINTENANCE OF COST RECORDS:

During the year under review the Company was not required to maintain the Cost recordsas specified by the Central Government under Section 148 of the Companies Act 2013.

COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance for sexual harassment at workplace and accordingly duecare is always taken in respect of prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder.

No complaints were received during the year.

Further necessary steps are being taken by the Board for complying with provisions ofthe said Act including constitution of Internal Complaints Committee as referred in thesaid Act.

APPRECIATION

Your Directors place on record their appreciation for the co-operation of all the Staffand Of cers Shareholders of theCompany Bankers and look forward to their continuedco-operation in future.

For MUKAT PIPES LIMITED
Registered Of ce: Sd/-
Flat No. 39 Parag Apartments RUPINDER SINGH AHLUWALIA
7th FloorJ.P. Road Versova Chairman
Andheri (West) Mumbai 400 061 (DIN:01239483)
Place: Rajpura
Date: August 7 2019