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Prince Pipes & Fittings Ltd.

BSE: 542907 Sector: Industrials
NSE: PRINCEPIPE ISIN Code: INE689W01016
BSE 00:00 | 24 Jun 575.60 6.75
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NSE 00:00 | 24 Jun 575.40 6.90
(1.21%)
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OPEN 583.20
PREVIOUS CLOSE 568.85
VOLUME 9784
52-Week high 896.65
52-Week low 549.10
P/E 25.51
Mkt Cap.(Rs cr) 6,364
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 583.20
CLOSE 568.85
VOLUME 9784
52-Week high 896.65
52-Week low 549.10
P/E 25.51
Mkt Cap.(Rs cr) 6,364
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prince Pipes & Fittings Ltd. (PRINCEPIPE) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the Thirty Fourth(34th) Annual Report on the business and operations of Prince Pipes and Fittings Limited("the Company") together with the audited financial statements for the FinancialYear ended March 31 2021.

Financial Results

The key highlights of the financial results of your Company for thefinancial year ended March 31 2021 and comparison with the previous financial year endedMarch 31 2020 are summarised below:

(Rs. In millions)

Particulars For the year ended March 31 2021 For the year ended March 31 2020
Revenue from Operations 20715.17 16356.57
Less: Expenses 17098.84 14068.78
EBITDA 3616.33 2287.79
Less:
Finance Cost 206.67 331.70
Depreciation 594.17 519.78
Add:
Other Income 175.99 69.43
Profit before Tax 2991.48 1505.74
Less: Tax Expenses 773.16 380.67
Profit After Tax 2218.32 1125.07
Add: Total Other Comprehensive Income 3.12 (6.50)
Total Comprehensive Income for the year 2221.44 1118.57

Overview of Financial Performance

Revenue from operations at Rs.20715.17 million compared toRs.16356.57 million in Fy 20 translating to a growth of 26.6%

Sales volume at 138289 MT in Fy 21 as compared to 132816 MT inFy 20 translating to a growth of 4 %

EBITDA for Fy 21 at Rs.3616.33million compared to Rs.2287.79million in Fy 20 growth of 58.07 %

PAT for Fy 21 at Rs. 2218.32 million compared to Rs. 1125.07million in Fy 20 growth of 97.2%

Dividend

During the year under review your Company had declared the interimdividend for the Financial Year 2020-2021 on November 03 2020. An interim dividend of Rs.1.5/- (Rupees One and Half only) (at the rate of 15 percent) on each fully paid-up equityshare of Rs. 10/- (Rupees Ten Only) of the Company amounting to

Rs. 165.04 Million was paid out of the profits of the Company for theperiod ended September 30 2020 to those members of the

Company whose names appeared in the Register of Members of the Companyon November 17 2020 being the Record Date for payment of Interim Dividend.

Directors have further recommended a Final dividend of Rs. 2.0 /- pershare for Fy 2020-2021 on its paid up equity share capital as may prevail on the recorddate fixed for the purpose of dividend eligibility of the members subject to approval ofmembers in the ensuing Annual General Meeting of the Company.

The details with respect to unpaid/unclaimed dividend are available onthe Company's website at www.princepipes.com.

Pursuant to the provisions of Regulation 43A of SEBI (LODR)Regulations 2015 the Company has formulated its Dividend Distribution Policy which isavailable on the website of the Company at www.princepipes.com.

Reserves

Your Directors have proposed not to transfer any amount to GeneralReserves of the Company for the financial year 2020-21.

Material changes and Commitments affecting the Financial Position ofthe company

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisreport. There has been no change in the nature of business or any activity of business ofthe Company.

Share Capital

Authorised Share Capital

As on March 31 2021 the Authorised Share Capital of the Company wasRs.1500 million divided into 149.40 million Equity Shares of Rs. 10/- each and 0.60million Compulsory Convertible Preference Shares ("CCPS") of Rs. 100/- each.

Paid Up Share Capital

As on March 31 2021 the Paid-up Equity Share Capital of the Companywas 110.03 million Equity Shares of Rs. 10/- each aggregating to Rs. 1100.26 million.

Equity shares lying in the Suspense Account

In compliance with Para F of Schedule V to the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company confirms that noshares of the Company are lying in the Suspense Account.

Utilization of IPO and Pre-IPO Proceeds

Your Company has appointed HDFC Bank Limited as the Monitoring agencyin terms of regulation 16 of SEBI (Issue of Capital and Disclosure Requirements)Regulation 2009 as amended to monitor the utilization of IPO proceeds and Company hasobtained monitoring reports from the Monitoring agency from time to time and filed thesame with both exchanges where equity shares of the Company are listed. The proceedsrealized by the Company from the initial Public offering shall be utilized as per objectsof the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds of Rs. 2500 million your Company has utilizedRs. 1285.26 million as per objects of the offer and unutilized amount of Rs. 1214.74million has been invested in the fixed deposits with the Bank. The proceeds of the issuewere mainly utilized for repayment or prepayment of certain outstanding loans availed byour Company for upgradation of equipmentssetting up of new plant at Telangana and Generalcorporate purposes. There has been no deviation in the utilization of the IPO proceeds ofthe Company. The Monitoring Agency Reports' are available at the Company'swebsite at www.princepipes.com.

Further the details of Utilisation of Net IPO Proceeds and proceedsfrom Pre IPO placement for the year ended March 31 2021 has been provided in notes to theAccounts.

Alteration of Articles of Association (AOA)

The shareholders at their meeting held on November 28 2019 adopted anew set of Articles of Association (comprising of "Part A" "Part B"and "Part C") based on the shareholders' agreement and the investorframework agreement both dated November 20 2019 executed by and between inter aliathe Company the Promoters South Asia Growth Fund II Holdings LLC and South Asia EBTTrust represented by Orbis Capital Limited in its capacity as trustee (together the"Investors").

With the termination of the investor framework agreement and listing ofthe equity shares of the Company on the recognized Stock Exchanges i.e BSE Limited and theNational Stock Exchange of India Limited pursuant to the consummation of the initialpublic offering by the Company Part C of the existing AOA of the Company along withseveral articles under Part B of the existing AOA of the Company were required to bedeleted. Given this position only the rights of the Investors in relation to appointmentof investor nominee directors and observer were to be retained under Part B of theexisting AOA.

The shareholders at their meeting held on September 232020 alteredarticles of association with respect to the above changes in relation to Part B & PartC of the AOA of the Company. The detail in relation to alteration of articles is displayedon the Company's website at www.princepipes.com.

Transfer Of Funds To Investor Education And Protection Fund (IEPF):

Pursuant to applicable provisions of the Companies Act 2013("Act") read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules") all unpaidor unclaimed dividends are required to be transferred by the Company to the InvestorEducation and Protection Fund ("IEPF" or "Fund") established by theCentral Government after completion of seven years from the date the dividend istransferred to unpaid/unclaimed account. Further according to the Rules the shares inrespect of which dividend has not been paid or claimed by the members for sevenconsecutive years or more shall also be transferred to the demat account created by theIEPF Authority.

During Fy 2020-21 the company had not transferred any amount toInvestor Education and protection Fund ("IEPF"). As on the March 31 2021 Rs.0.12 million is lying as the unclaimed dividend amount.

Subsidiary / Associate Companies/ Joint Venture

During the period under review the Company does not have anySubsidiary Joint Venture or Associate Company hence disclosure regarding the SubsidiaryJoint venture or Associate Company in the Form AOC-1 is not applicable.

Management Discussion and Analysis

The management of your company presents the analysis of performance ofthe Company for the Financial Year ended March 31 2021 and its outlook for the futureprepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and which forms part of this Annual Report. This outlook is based on assessment ofthe current business environment. It may vary due to future economic and otherdevelopments.

Credit Rating

The company has obtained rating from CARE Ratings Ltd on the bankfacility availed during the year ended March 31 2021 which was specified below.

Facilities Amount (Rs. crore) Rating Rating Action
Long term bank facilities – Term Loans 30.04 CARE A-; Positive Reaffirmed and outlook revised
(64.24) (Single A Minus; Outlook: Positive) from stable
Long term bank facilities – Fund Based 190.00 CARE A-; Positive Reaffirmed and outlook revised
(enhanced from Rs. 175.00 crore) (Single A Minus; Outlook: Positive) from stable
Short term bank facilities 317.00 CARE A2+ Reaffirmed
(enhanced from Rs. 252.00 crore) (A Two Plus)
Total Facilities 537.04
(Rs. Five Hundred Thirty-Seven crore and Four Lakhs Only)

Borrowings

The aggregate borrowings of your Company stood at Rs. 852.20 million asat March 31 2021 as compared to Rs. 2597.71 million as at March 31 2020. The foreigncurrency borrowings as on March 31 2021 were NIL as compared to Rs. 134.60 million as atMarch 31 2020. Your Company has repaid borrowings amounting to

Rs. 1745.51 million during the period under review.

Corporate Governance

Corporate Governance Report prepared pursuant to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this BoardReport.

Business Responsibility Report

Business Responsibility Report prepared pursuant to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this Board'sReport.

Insurance

The company has maintained insurance policies on the productionfacilities buildings machinery and inventories transit and warehouse stock import ofconsignment and damage due to fire earthquakes floods and other natural disasters aswell as insurance policies for Staff Health Staff Personal Accident and Staff GroupMediclaim. The company has Directors' and Officers' Liability Insurance.

Fixed Deposits

Your company has neither accepted nor renewed any Fixed Deposits duringthe year under review as defined under section 73 of the Companies Act 2013 and rulesframed there under.

Particulars of Loans Guarantees or Investment

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuingcompliances with the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 in the preparation of annual accounts for the year ended on March 312021 and state that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed and there is no material departures from the same;

b. the Directors have selected such accounting policies and appliedconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the profit of the Company for the year ended on that date;

c. the Directors have 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 areoperating 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;

Accounting Treatment

The Accounting Treatment is in line with the applicable IndianAccounting Standards (IND-AS) recommended by the Institute of Chartered Accountants ofIndia (ICAI) and prescribed by the Central Government.

Corporate Social Responsibility

In accordance with the provisions of section 135 of the Companies Act2013 and the rules made thereunder your Company has constituted Corporate SocialResponsibility Committee of Directors. The role of the Committee is to review CSRactivities of the Company periodically and recommend to the Board amount of expenditure tobe spent on CSR annually. The details of the CSR Committee are given in the CorporateGovernance Report.

The detailed report on CSR activities carried out by the Company duringFY 2020-21 is annexed to this report as Annexure A.

The corporate social responsibility policy of the Company can be viewedon the Company's website at www.princepipes.com.

Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy in place. Fordetails on the same please refer to the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) and (10) of The Companies Act 2013 andRegulation 22 of the Listing Regulations the Company has formulated Whistle Blower Policyfor vigil mechanism of Directors and employees to report to the management about theunethical behavior fraud or violation of Company's code of conduct. The mechanismprovides for adequate safeguards against victimization of employees and Directors who usesuch mechanism and makes provision for direct access to the Chairman of the AuditCommittee in exceptional cases. None of the personnel of the Company have been deniedaccess to the Audit Committee. The Whistle Blower Policy is displayed on theCompany's website at www.princepipes.com.

Risk Management

Pursuant to the Regulation 21 of the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 Risk Management Committee of the Board of theCompany was formed with effect from June 25 2020 for monitoring and reviewing of the riskmanagement plan identifying and assessing the nature and extent of internal and externalrisks that may impact the Company in achieving its strategic objectives.

The Risk Management framework defines the risk management approachacross the enterprise. Your Company is faced with risks of different types each of whichneed varying approaches for mitigation. Details of various risks faced by your Company areprovided in the Management Discussion and Analysis.

Code of Conduct

The Company has in place a policy on the Code of Conduct which isapplicable to the Members of the Board and Senior Management Personnel of the Company.

The said Policy lays down the standard of conduct which is expected tobe followed by the Directors and the Senior Management Personnel in their businessdealings and in particular on matters relating to integrity in the workplace in businesspractices and in dealing with the Stakeholders. It also lays down the duties ofIndependent Directors towards the Company. The Directors and the Senior ManagementPersonnel of the Company are expected to abide by this Code as well as other applicableCompany policies or guidelines.

The Directors and Senior Management Personnel have affirmed compliancewith the Code of Conduct applicable to them during the year ended March 31 2021. ACertificate duly signed by the Managing Director on the compliance with the Code ofConduct is given in the Corporate Governance Report. The said Code is available on thewebsite of the company at www.princepipes. com.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of InsiderTrading in accordance with the requirements of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 as amended from time to time.

The Company Secretary is the Compliance Officer for monitoringadherence to the said Regulations. The Code is displayed on the Company's website atwww.princepipes.com.

Directors and Key Managerial Personnel

The Board of your Company is duly constituted with a proper balance ofExecutive Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 ofthe Companies Act 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules2014 the details relating to directors and key managerial personnel who were appointed orhave resigned are reported as under:

Changes in Board Composition during FY 2020-21 and up to the date ofthis report is furnished below:

Resignation of Director

During the period under review Mr. Rajesh Pai (DIN: 02930658)nominated by South Asia Growth Fund II Holdings LLC South Asia EBT Trust represented byOrbis Capital Limited resigned from the board of the Company with effect from June 262021 due to personal reasons and pre-occupation in other assignments.

The Board places on record its appreciation for the valuable guidanceand assistance received from him during his tenure as director with the Company.

Appointment/ Re- appointment of Director

Mr. Rajendra Gogri (DIN: 00061003) has been appointed as aNon-Executive Independent Director on the Board of the Company with effect from June 252020 for a consecutive period of three (3) years.

Mr. Satish Chavva (DIN:03615175) nominated by Oman Joint IndiaInvestment Fund has been appointed as a Non – Executive Nominee Director on the Boardof the Company with effect from June 25 2020.

Mr. Jayant Chheda (DIN: 00013206) as a Chairman and ManagingDirector Mr. Parag Chheda (DIN: 00013222) as Whole Time Director designated as a JointManaging Director and Mr. Vipul Chheda (DIN: 00013234) as a Whole Time Directorsdesignated as Executive Directors of the Company liable to retire by rotation werere-appointed for the term of three (3) consecutive years commencing from August 21 2020up to August 20 2023.

Mr. Ramesh Chandak (DIN: 00026581) Mr. Mohinder Pal Bansal (DIN:01626343) and Mrs. Uma Mandavgane (DIN: 03156224) were re-appointed as an IndependentDirectors on the board of the Company pursuant to Section 149 of the Companies Act 2013for the second term of three (3) years and will hold office up to September 15 2023.

Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Jayant Chheda (DIN: 00013206) director is liable to retire by rotation at theensuing Annual General Meeting of the Company and being eligible has offered himself forre- appointment. Necessary resolution for his re-appointment is included in the Notice ofAGM for seeking approval of Members. The Directors recommend his re-appointment for yourapproval. A brief resume and particulars relating to him is given separately as andAnnexure to the AGM notice.

Declaration from Independent Directors

The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act2013 that he / she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Key Managerial Personnel (KMP)

During the Financial Year 2020-21 following changes occurred in theposition of Company Secretary and Compliance Officer of the Company.

Mr. Pravin Jogani was appointed as Company Secretary and Complianceofficer of the Company on December 09 2019 and he resigned from the post with effect fromMay 30 2020.

Mr. Shailesh Bhaskar is appointed as the Company Secretary andCompliance officer of the Company with effect from July 1 2020.

As on date of this report Mr. Jayant Chheda Managing Director Mr.Shyam Sharda Chief Financial Officer and Mr. Shailesh Bhaskar Company Secretary are KMPsof the Company.

Disclosure related to Board and Committees Board

The Board of Directors met Four (4) times during the financial year2020-21. The dates on which the Board Meetings were held are as follows:

June 25 2020; July 31 2020; November 03 2020; and February 03 2021.

Committee

The Company has several committees which have been established as apart of the best corporate governance practices and are in compliance with therequirements of the relevant provisions of laws and statutes applicable to the Company. Inorder to ensure focused attention on business and for better governance andaccountability the Board has constituted the following committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationship Committee

d) Corporate Social Responsibility Committee

e) IPO Committee

g) Finance Committee

f) Risk Management Committee

The details with respect to the composition powers roles terms ofreference etc. of the aforesaid committees are given in detailed in the "CorporateGovernance Report" of the Company which forms part of the Annual Report.

Performance evaluation of the Board

In compliance with the provisions of the Companies Act 2013 and SEBI(LODR) Regulation 2015 annual performance evaluation of the Board and its Directorsindividually was carried out. Various parameters such as the Board's functioningcomposition of its Board and Committees execution and performance of specific dutiesobligations and governance were considered for evaluation. The performance evaluation ofthe Board as a whole was carried out by the Nomination & Remuneration Committee of theCompany. The performance evaluation of each Independent Director was also carried out bythe Board. The Board of Directors expressed their satisfaction with the evaluationprocess.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the CompaniesAct 2013 the Annual Return for the year ending on March 31 2021 is available on theCompany's website at https:// www.princepipes.com/general-meetings/

Related Party Transactions

The Board has formulated and adopted a Related Party TransactionsPolicy ("RPT Policy") for the purpose of identification monitoring andreporting of related party transactions. The RPT Policy as approved by the Board isuploaded on the Company's website at www.princepipes.com. All Related PartyTransactions entered in to during the Financial Year were on arm's length basis andwere in the ordinary course of business.

Further since transactions with the related parties are not material inaccordance with the Related Party Transactions Policy the particulars of suchtransactions with the related parties are not required to be reported by the Company inForm AOC-2.

The members may refer to note to the financial statements which set outrelated party disclosures.

Auditors and Reports

Statutory Auditors

M/s. Khimji Kunverji & Co. LLP Chartered Accountants have carriedout the statutory audit of the Financial Statements of the Company for the Financial Yearended March 31 2021. The Notes to Financial Statement referred in Auditors Report areself- explanatory. There are no qualifications reservations adverse remarks ordisclaimer given by the Statutory Auditors in their report and therefore it does not callfor any comments under Section 134 of The Companies Act 2013. The Auditors Report isannexed with the financial statement forming part of this annual report.

Pursuant to the provision of Section 139 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 M/s. Khimji Kunverji & Co. LLPChartered Accountants (ICAI Firm Registration No: 105146W) was re-appointed as StatutoryAuditors of the Company for a term of 2 (two) consecutive years at 32nd Annual GeneralMeeting of the Company held on September 27 2019.

M/s. Khimji Kunverji & Co. LLP Chartered Accountants the existingstatutory auditors of the Company holds office till the conclusion of the 34th AnnualGeneral Meeting of the Company. Based on the recommendation of the Audit Committee theBoard has recommended the appointment of M/s. N.A. Shah Associates LLP CharteredAccountants (ICAI Firm Registration No: 116560W/ W100149) as the statutory auditors of theCompany in their place for a term of five consecutive years from the conclusion of the34th Annual General Meeting of the Company scheduled to be held in the year 2021 till theconclusion of the 39th Annual General Meeting to be held in the year 2026 for approval ofshareholders of the Company.

Further M/s. N.A. Shah Associates LLP Chartered Accountants haveconfirmed that they are not disqualified from being appointed as Statutory Auditors of theCompany. Details regarding their appointment are given in the notice of 34th AnnualGeneral Meeting of the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act 2013and The Companies (Accounts) Rules 2014 on the recommendation of the Audit CommitteeM/s. Mahajan & Aibara Chartered Accountants LLP were re-appointed by the Board ofDirectors to conduct internal audit of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and Regulation 24A of SEBI Listing Regulations M/s. Sanjay Dholakia and Associates (CPNo. 1798) Practicing Company Secretaries has been re- appointed as Secretarial Auditorto undertake Secretarial Audit of the Company for the financial year 2020-21. The reportof the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as AnnexureB.

The Secretarial Auditors' Report for the Financial year 2020-21issued by M/s. Sanjay Dholakia and Associates Practicing Company Secretaries does notcontain any observation or qualification requiring explanation or adverse remark.

Cost Auditors

The Board of Directors have re-appointed Ketki D. Visariya CostAccountants as Cost Auditors of the company to carry out the cost audit for the financialyear 2021-22 at a remuneration as mentioned in the Notice convening the AGM subject toratification of the remuneration by the Members of your company. The company has receiveda Certificate from the Cost Auditors certifying their independence and arm's lengthrelationship with the company.

Internal Financial Controls

The company has in place Internal Financial Control systemcommensurate with size & complexity of its operations to ensure proper recording offinancial and operational information & compliance of various internal controls otherregulatory & statutory compliances. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

Internal Auditors' comprising of professional CharteredAccountants monitor & evaluate the efficacy of Internal Financial Control system inthe company its compliance with operating system accounting procedures & policies atall the locations of the company. Based on their report of Internal Audit functioncorrective actions in the respective area are undertaken & controls are strengthened.Significant audit observations & corrective action suggested are presented to theAudit Committee.

Details of Fraud Reported by The Auditors

During the year under review the Statutory Auditors SecretarialAuditors and Cost Auditors have not reported any instances of fraud committed in theCompany by its officers or employees to the Audit Committee under section 143(12) and Rule13 of the Companies (Audit and Auditors) Rules 2014 of the Companies Act 2013.

Conservation of Energy Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy and foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this reportas

Annexure C.

Particulars of Employees

The information required pursuant to Section 197(12) of The CompaniesAct 2013 read with Rule 5(1) 5(2) and 5 (3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is annexed to this report as Annexure D

Employee Relations

We firmly believe that employees are our greatest asset and the energyenthusiasm and creativity they bring into the workplace are the key drivers of oursuccess. Maintaining healthy employee relations is at the core of our people strategy. Wecontinuously strive towards enhancing the employee experiences through various HRinterventions leading to an engaged & motivated workforce. All our HR programmes aredesigned to align the employee goals with the Organisational goals & are workingintensively towards making it a way of life. Keeping in spirit we are having a structuredlearning & development programme in place to ensure that the employees upgrade theirskills continuously & contribute in making the Organisation – a learningOrganisation. Keeping in view the existing VUCA world we need to be competitive & inorder to keep ourselves aligned with the key business opportunities & the challengesthereof we have implemented Innovative Culture across the Organisation for fosteringinnovation & providing ample opportunities to the employees for self - motivation& meaningful engagement through Small Group activities KAIZENS etc. & reward thesame for sustaining the employee motivation.

Employee Stock Option Scheme (ESOP)

During the year under review your directors confirm that no shareswere issued by the Company under the subsisting Prince Pipes and Fittings Limited –Employee Stock Option Scheme (ESOP) 2017 of the Company. Details of Employee Stock OptionActivity under the Scheme is given under Note 37 of Notes to Accounts forming part of thisAnnual Report.

Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules thereunder for preventionand redressal of complaints of sexual harassment at workplace. The said policy isavailable on the website of the company at www. princepipes.com.

During the period under review the Company had not received anycomplaints on sexual harassment under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Significant and material orders passed by the regulators or courts

No significant material orders have been passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations.

Impact of COVID-19 on Business:

There are no other material changes or commitments occurring afterMarch 31 2021 which may affect the financial position of the company or may requiredisclosure.

In view of recent surge in Covid-19 cases few states re-enforcedlockdown like restrictions for a short period which currently is not expected to have anysignificant impact on company's operations/ results. The company continues to remainvigilant and cautious in this regard.

Acknowledgement

The Directors place on record their appreciation for the sincere andwhole hearted co-operation extended by all concerned particularly Company's BankersFinancial Institutions Security Trustees Stock Exchanges Municipal authorities StateGovernments the Central Government Suppliers Clientele and the employees of the Companyand look forward to their continued support. The Directors regret the loss of life due toCOVID-19 pandemic and are deeply grateful and have immense respect for every person whorisked their life and safety to fight this pandemic. The Directors also thank theshareholders for continuing their support and confidence in the Company and itsmanagement.

For and on behalf of Board of Directors of
Prince Pipes and Fittings Limited
Jayant Chheda
Chairman & Managing Director
DIN: 00013206
Place: Mumbai
Date: August 05 2021

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