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Primuss Pipes & Tubes Ltd.

BSE: 513291 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE448N01024
BSE 00:00 | 02 Aug Primuss Pipes & Tubes Ltd
NSE 05:30 | 01 Jan Primuss Pipes & Tubes Ltd
OPEN 2.56
PREVIOUS CLOSE 2.68
VOLUME 801
52-Week high 2.68
52-Week low 2.55
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.56
CLOSE 2.68
VOLUME 801
52-Week high 2.68
52-Week low 2.55
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Primuss Pipes & Tubes Ltd. (PRIMUSSPIPES) - Director Report

Company director report

To

The Members

The Board of Directors of your Company take pleasure in presenting herewith theirreport on accounts and affairs of the Company for the financial year ended March 31 2019:

FINANCIAL SUMMARY:

(In Rupees)

PARTICULARS 2018-19 2017-18
Revenue from Operations 1425899470 1402830017
Other Income 1954260 4838466
Finance Income 2515886 752937
Total Revenue 1430369616 1408421420
Total Expenses 1416087649 1394376302
Profit/(Loss) Before Tax 14281967 14045118
Tax Expense (Including Deffered Tax) 4468649 3869430
Profit/(Loss) for the Year 9813318 10175688
Other Comprehensive Income for the period 473688 150346
Total Comprehensive Income 10287006 10326033

STATE OF COMPANY'S AFFAIRS:

Your Company is engaged in the manufacturing of Black Steel Tubes G.l. Steel TubesSteel Tubular Poles and Pipes at its unit located at Bindki District Fatehpur UttarPradesh. The Company caters mainly to the needs of Indian Market. Constant efforts arebeing made to derive maximum output.

SUBSIDIARY COMPANIES/ JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company/ Joint Ventures/ Associate Company.

RESERVES:

During the year under review an amount of Rs. 10287006/- being the totalcomprehensive income for the year has been carried forward in the Retained Earnings in theBalance Sheet for the Financial Year 2018-19. The detailed breakup treatment of the saidamount is depicted at Note No.11 of the Financial Statement for the year ended 31st March2019.

DIVIDEND:

Keeping in view the fund requirements the Directors do not recommend any Dividend forthe Financial Year 2018-19.

DEPOSITS:

During the Financial Year under review the Company has not accepted any deposits frompublic under Section 73 of the Companies Act 2013 and rules made there under. Hence noamount of principal or interest was outstanding as on the date of Balance Sheet.

LOANS. GUARANTEES OR INVESTMENTS:

The company has not granted any loans given guarantees/ securities and madeinvestments under the provisions of Section 186 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 as on 31st March2019.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts / arrangements with related parties referred to in Section188(1) entered into during the Financial Year under review as required to be given in FormAOC-2 have been provided in an "Annexure-G" which forms part ofthe Directors" Report.

DIRECTOR/ KEY MANAGERIAL PERSONNEL:

During the year Mr. Ajay Kumar Jain was reappointed as Managing Director of the Companyfor a period of three consecutive years. Mr. Aditya Jain was appointed as Whole TimeDirector for a period of five consecutive years. In accordance with the provisions ofSection 152 of the Companies Act 2013 and the Articles of Association of the

Company Smt. Santosh Jain Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered herself for re-appointment.

Further Mr. Satish Kumar Garg Mr. Balram Narain Bansal and Mr. Himit Jainindependent directors of the company have tendered their resignation from the Board ofDirectors of the Company and Mr Namo Narain Dubey and Mrs. Harbhajan Kaur were appointedas new independent directors of the Company.

During the Financial Year under review Mr. Arun Kumar Shrivastava was appointed as theChief Financial Officer of the Company pursuant to Section 203 of the Companies Act 2013and rules framed thereunder.

Now Shri Ajay Kumar Jain Managing Director Shri Arun Kumar Shrivastava ChiefFinancial Officer and Shri Vaibhav Shukla Company Secretary are the Key ManagerialPersonnel of your Company in accordance with the provisions of Sections 2(51) 203 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including any statutory modification(s) or re-enactment(s) for thetime being in force).

POLICY ON APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS. POSITIVE ATTRIBUTE INDEPENDENCY OF DIRECTOR:

The policy on appointment and remuneration including criteria for determiningqualifications positive attribute and independency of Director is annexed herewith as "AnnexureA” forming part of Directors Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and such other provisions as may be applicable (including any statutory modification(s) orre-enactment(s) for the time being in force).

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as "Annexure B” forming part of Directors Report.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder and such otherapplicable provisions as may be prescribed (including any statutory modification(s) orre-enactment(s) for the time being in force).

NUMBER OF MEETINGS OF THE BOARD:

During the year under review the Board of Directors of Company has met Seven timesi.e. on May 14 2018 May 30 2018 June 28 2018 August 14 2018 September 25 2018November 14 2018 and February 14 2019.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 15(2) of Chapter IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the compliance with theCorporate Governance provisions as specified in Regulations 17 18 19 20 21 22 2324 24A 25 26 27 and Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 and ParaC D and E of Schedule V shall not be applicable to the Listed Entity having Paid upEquity Share Capital not exceeding Rupees Ten Crore and Net Worth not exceeding RupeesTwenty Five Crore as on the last day of the previous Financial Year.

Accordingly our Company is exempted to comply with the aforesaid Corporate Governanceprovisions as the Paid up Share Capital of the Company is Rs.35500000/- (Three CroresFifty Five Lacs only) and Net Worth is Rs.131992342 (Rupees Thirteen Crores NineteenLacs Ninety Two Thousand Three Hundred and Forty Two only) as on the last day of theprevious Financial Year i.e. as on 31st March 2019.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to carry out the CSR activities as it has not triggered anyof the threshold limits as prescribed under Section 135 of Companies Act 2013 during theperiod under review and accordingly has not formulated the CSR Committee. This may betreated as disclosure under Section 134(3)(o) of Companies Act 2013.

COMMITTEES OF THE BOARD OF DIRECTORS:

Being a Listed Company the Company has constituted the following Committees pursuantto the provisions of Companies Act 2013:

AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act 2013 the Boardof Directors of the Company have duly constituted the Audit Committee as under:

NAME OF THE MEMBER CATEGORY DESIGNATION
1. Ajay Kumar Jain Managing Director Chairman
2. Harbhajan Kaur Indepenedent Director Member
3. Namo Narayan Dubey Indepenedent Director Member

Further during the Financial Year under review the Members of Audit Committee has metfour times i.e. on May 30 2018 August 14 2018 November 14 2018 and February 142019.

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act 2013 the Boardof Directors of the Company have duly constituted the Nomination and RemunerationCommittee as under:

NAME OF THE MEMBER CATEGORY DESIGNATION
1. Santosh Jain Non-Executive Director Member
2. Namo Narayan Dubey Indepenedent Director Member
3. Harbhajan Kaur Indepenedent Director Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis already annexed as "Annexure A" to this report.

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178(5) of the Companies Act 2013 theBoard of Directors of the Company have duly constituted Stakeholders RelationshipCommittee as under:

NAME OF THE MEMBER CATEGORY DESIGNATION
1. Santosh Jain Non-Executive Director Member
2. Namo Narayan Dubey Indepenedent Director Member
3. Harbhajan Kaur Indepenedent Director Member

The Committee considers and resolves the grievances of security holders of the Companyin timely manner to the extent possible.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established Vigil Mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases. The Board of Directors of theCompany frequently reviews the Vigil Mechanism/Whistle Blower Policy in order to ensureadequate safeguards to employees and Directors against victimization. The said policy isalso available on the website of the Company at www.Dremierpipesltd.com.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 (5) OF THE COMPANIES ACT. 2013:

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board of Directors of theCompany confirms that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) 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 period ended 31stMarch 2019 and of the profit-and less of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

AUDITORS AND AUDITOR'S REPORT:

M/s Amit Goyal & Co. Chartered Accountants Jaipur having Firm Registration No.003778C continue to be the Statutory Auditors of the Company.

The Auditors Report to the Members together with the Financial Statement for the yearended 31st March 2019 and notes thereon are attached.

The report of Statutory Auditors for the Financial Year 2018-19 doesn't have anyqualification reservations or adverse remark or disclaimer and accordingly the Board ofDirectors are not required to deal with the same in any manner.

COST AUDITORS:

M/s Rajesh & Company Cost Accountants (Firm Registration No. 000031) who wereappointed as Cost Auditor for the financial year 2018-19 have submitted their report.

The Board of Directors of your Company on the recommendations made by the AuditCommittee at its Meeting held on August 14 2019 has approved the appointment of M/sRajesh & Company Cost Accountants (Firm Registration No. 000031) as the Cost Auditorof the Company to conduct the audit of cost records for the Financial Year 2019-20 at suchremuneration as decided by the Directors of the Company subject to ratification by theMembers at the ensuing 44th Annual General Meeting.

The Company has received consent from M/s Rajesh & Company Cost Accountants toact as the Cost Auditor for conducting audit of the cost records for the Financial Year2019-20 along with a certificate confirming their independence and arm's lengthrelationship.

SECRETARIAL AUDITORS:

The Secretarial Audit Report for the Financial Year 2018-19 is annexed herewith as "AnnexureC" to this report.

In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany at their Meeting held on August 14 2019 has appointed M/s Adesh Tandon &Associates Company Secretaries as the Secretarial Auditor to conduct an audit of thesecretarial records for the Financial Year 2019-20.

The Company has received consent from M/s M/s Adesh Tandon & Associates CompanySecretaries to act as the auditor for conducting audit of the Secretarial records for theFinancial Year ending 31st March 2020.

EXTRACT OF ANNUAL RETURN:

As per the provisions of Section 92(3) of the Companies Act 2013 read with Section134(3)(a) of the Companies Act 2013 an extract of the Annual Return in Form MGT-9 isattached at ''Annexure D" forming part of the Directors' report.

EVALUATION OF THE PERFORMANCE OF BOARD AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder or any other provisions as may be applicable (including any statutorymodification(s) or re-enactment(s) for the time being in force) the process forevaluation of the annual performance of the Directors/ Board/ Committees was carried out.The criteria applied in the evaluation process are detailed in the "AnnexureA” which forms part of this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith as "Annexure E" formingpart of the Directors' report.

RISK MANAGEMENT POLICY:

The Company in view of the size of its business and the risks associated therewithhas framed a risk management policy for the purpose of minimizing and mitigating risk.

ANTI-SEXUAL HARASSMENT POLICY:

The Company has formulated Anti-Sexual Harassment Policy to provide for preventionprohibition and redressal of sexual harassment of Women at work place and to ensure duecompliance under the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. Allemployees (permanent contractual temporary and trainees) are covered under this policy.An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

• No. of complaints received: Nil

• No. of complaints disposed off: NA

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNING AND OUTGO AS PER SECTION 134(3)(m) OF THE COMPANIES ACT. 2013:

During the Financial Year under review your Company has not incurred expenditure onR&D. Your Company has not earned Foreign Exchange earnings and has not incurred theexpenditure in Foreign Exchange.

Further the particulars relating to conservation of Energy Technology AbsorptionForeign Exchange Earning and Outgo as per Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureF" forming part of the Directors' report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEENTHE END OF FINANCIAL PERIOD AND THE DATE OF REPORT:

There were no material changes and commitments affecting the financial position of theCompany between the end of financial period (March 31 2019) and the date of the Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control commensurate with its size andoperations to ensure orderly and efficient conduct of the business. These controls ensuresafeguard of assets reduction and detection of frauds and error adequacy andcompleteness of the accounting record and timely preparation of reliable financialinformation.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

APPRECIATION:

Your Directors wishes to place on record their appreciation towards the contribution ofBankers all stakeholders business associates of the Company Central and StateGovernment departments their local authorities for their co-operation guidance andsupport and look forward to their continued support in future.

On Behalf of the Board of Directors

For Primuss Pipes & Tubes Limited

Sd/- Sd/-
Date: August 14 2019 (Ajay Kumar Jain) (Aditya Jain)
Place: Kanpur Managing Director Whole Time Director
Din: 00493685 Din: 08079076

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