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Srikalahasthi Pipes Ltd.

BSE: 513605 Sector: Metals & Mining
NSE: SRIPIPES ISIN Code: INE943C01027
BSE 00:00 | 27 Mar 104.25 -3.65
(-3.38%)
OPEN

111.00

HIGH

114.90

LOW

101.00

NSE 00:00 | 27 Mar 104.35 -2.20
(-2.06%)
OPEN

115.90

HIGH

115.90

LOW

101.20

OPEN 111.00
PREVIOUS CLOSE 107.90
VOLUME 13472
52-Week high 260.95
52-Week low 90.35
P/E 2.82
Mkt Cap.(Rs cr) 487
Buy Price 102.00
Buy Qty 30.00
Sell Price 105.00
Sell Qty 9.00
OPEN 111.00
CLOSE 107.90
VOLUME 13472
52-Week high 260.95
52-Week low 90.35
P/E 2.82
Mkt Cap.(Rs cr) 487
Buy Price 102.00
Buy Qty 30.00
Sell Price 105.00
Sell Qty 9.00

Srikalahasthi Pipes Ltd. (SRIPIPES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 27th Annual Report on the business andoperations of the Company together with the audited financial statements for the FinancialYear ended 31st March 2019.

STATE OF COMPANY'S AFFAIRS:

FINANCIAL HIGHLIGHTS

Rs. in Lakhs

Particulars 2018-19 2017-18
Revenue from operations 155880.44 159423.25
Other income 5064.63 3713.68
Total Revenue 160945.07 163136.93
Earnings Before Interest Depreciation Taxation & Amortisation (EBITDA) 23759.83 27935.64
Finance Costs 4050.23 4297.41
Depreciation 3704.62 3544.82
Profit/(Loss) Before Taxation 16004.98 20093.41
Less: Tax including Deferred Tax 4251.25 5353.26
Profit/(Loss) After Taxation 11753.73 14740.15

DIVIDEND:

Your directors recommend payment of dividend of Rs.6 (60%) per equity share of Rs.10/-each for the financial year ended 31st March 2019 (previous year Rs.6.00 per share)amounting to Rs.3395.07 lakhs (including Rs.593.19 lakhs towards dividend distributiontax). The dividend payout is subject to approval of members at the ensuing Annual GeneralMeeting.

RESERVES :

During the year under review the Company proposes to transfer Rs.5000 lakhs to theGeneral Reserve.

SHARE CAPITAL

The paid up equity share capital of your Company as on 31 March 2019 was Rs.46.70Crores. There was no fresh issue of capital during the year under review. The Company hasneither issued shares with differential voting rights sweat equity shares nor has itgranted any stock options.

REVIEW OF OPERATIONS:

Your Directors are happy to inform that during the FY 201819 your company has produced298514 MT of Ductile Iron Pipes which is higher by 23467 MT compared to the FY2017-18 thus constituting an increase of about 9% over previous year.

Your Company continues to play a constructive role in the nation building movement bycontributing to water supply and infrastructure development in the country which are thethrust areas of the Government. During the FY 2018-19 your company's Ductile Iron Pipesof about 7500 KM have been used for transportation of potable water and sewerage underits brand name "SRIPIPES" for various prestigious water projects across thecountry thus increasing its market share further.

Your Company has successfully installed fourth Coke Oven Battery for expansion ofcapacity of Coke Oven Plant in the first quarter of the Financial Year 2018-19. Thisproject besides opening up a new avenue for your Company in terms of sale of excess cokehas also resulted in higher steam availability for captive power generation. This apartthe project of installation of additional boiler to facilitate higher power generation hasbeen commissioned successfully in third quarter of the FY 2018-19.

Production at a glance:

Product

2018-19

2017-18

% of Change

Prod. Sales * Prod. Sales * Prod. Sales
Ductile Iron Pipes (MT) 298514 290873 275047 275484 8.53 5.59
Liquid metal from MBF (MT) 288215 287915 276501 276891 4.23 3.98
LAM Coke (MT) 179586 168105 166003 177355 8.18 -5.2
Cement (MT) 77394 76496 93699 93634 -17.40 -18.30

*Sales include captive consumption also.

During the year under review the profitability of the Company was affected mainly onaccount of higher raw material cost especially Coking Coal Iron Ore and depreciation ofrupee against dollar coupled with lower realization on account of execution of old orderson firm prices. Revenue from Ductile Iron Pipes grew by about 6% to Rs.1345 Crores fromRs.1284 Crores in FY 2017-18. Further with the help of improved operationalefficiencies your Company could be able to protect its margins to some extent. The EBITDAof the Company was Rs. 237.60 Crores and the profit before tax being Rs.160.05 Crores.

FUTURE PROSPECTS:

The Ferro Alloys Project initiated by your Company as a measure of backward integrationat a capital investment of about Rs.55 Crores during the FY 2018-19 is as per schedule andfirst furnace is expected to be commissioned by September 2019 and the second furnace byDecember 2019 whereby leading to self-sufficiency in meeting the captive requirement ofFerro Silicon besides contributing for higher revenue generation through sale of excessquantity of Ferro Silicon and entire production of Silico Manganese in the domestic andexport markets.

Further during the year under review the CAPEX of about Rs.70 Crores started by yourCompany towards installation of additional annealing furnace and suitable modifications infinishing line and spinning machines to produce Ductile Iron Pipes upto 1200 mm dia are inprogress and these projects are expected to be in place by June 2020. On successfulcompletion of these projects the capacity of Ductile Iron Pipe Plant shall increase from300000 TPA to 350000 TPA.

Your Company is planning to put up new Blast Furnace of 380 meter cube with necessarymodifications to all auxiliary systems like Sinter plant raw material handling systemsetc. entailing an investment of about Rs.75 Crores. The new blast furnace is expected tobe in place by second quarter of FY 2020-21 leading to enhanced capacity of Blast Furnacefrom 275000 TPA to 350000 TPA.

The concept of water grid projects to provide potable water for the entire state isbecoming popular in the country. Similar to the Bhagiratha water grid project of Telanganaduring 2016-17 the Government of Andhra Pradesh has started implementation of JaldharaWater Grid project to provide potable water in the state. Further implementation ofAmaravati Capital project and providing industrial water to SEZ areas in NelloreSrikalahasthi and Naidupet areas in Andhra Pradesh will generate additional demand ofDuctile Iron pipes. Your company will be benefited by these upcoming water supply projectsin Andhra Pradesh and increased capacity will be helpful in meeting the demand timely. Thefocus of the Central Government for potable water supply 100% sanitation coverage inIndia ambitious housing plan for the economically weaker section of the society SwatchBharat Mission and implementation of irrigation projects by pipeline will generate higherdemand in all States and hopeful of maintaining around 15% growth. Your Company is hopefulof improved working during the financial year 2019-20 in view of higher demand of D.I.Pipes in Andhra Pradesh where the plant is situated.

CREDIT RATING:

Considering the operational and financial performance of the Company CARE Limitedreaffirmed its rating for the Company's long term borrowing programmes with CARE AA-(Double A Minus) and CARE A1+ (A One Plus) for the short term bank facilities includingcommercial paper. While the rating CARE AA- indicates high degree of safety regardingtimely servicing of financial obligations carrying very low credit risk rating CARE A1+indicates very strong degree of safety regarding timely payment of financial obligationscarrying lowest credit risk.

CHANGES IN DIRECTORS / KEY MANAGERIAL PERSONNEL:

Upon the recommendation of Nomination and Remuneration Committee the Board hasapproved the appointment of Mr Ashutosh Agarwal as an additional director of the Companywith effect from 30th July 2018 and the same has been approved by the shareholders at theAnnual General Meeting of the Company held on 19th September 2018.

Upon the recommendation of the Nomination and Remuneration Committee the Board hasapproved the appointment of Mr T. Venkatesan as Additional Independent Director of theCompany with effect from 31st January 2019 and he will hold office up to the conclusionof ensuing Annual General Meeting of the Company. Your Company has received a notice underSection 160 of the Companies Act 2013 from a shareholder of the Company signifying hisintention to propose the name of Mr T. Venkatesan for appointment as a Director of yourCompany. Brief profile of Mr T. Venkatesan is given in the notice of the Annual GeneralMeeting for the perusal of the shareholders.

During the year under review directors Mr S.Y. Rajagopalan and Mr G. Maruthi Rao haveresigned from their directorships with effect from 31st January 2019 on personal grounds.Your Directors place on record their appreciation for the active participation andvaluable services rendered to the Company by Mr S.Y. Rajagopalan and Mr G. Maruthi Raoduring their association with the Company.

Mr G.S Rathi retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.

The Company has received declarations from the Independent Directors confirming thatthey meet with the criteria of independence as prescribed both under subsection (6) ofSection 149 of the Companies Act 2013 and under SEBI's Listing Regulations 2015 asamended from time to time.

The board of directors of your company confirms that plans are in place for orderlysuccession for appointment to the board of directors and senior Management and they arereviewed every year.

CORPORATE GOVERNANCE:

Your Company follows the highest standards of Corporate Governance best practices. Itadheres to and has implemented the requirements set out by SEBI's Corporate Governancenorms. A separate section on Corporate Governance forms a part of the Directors' Report atAnnexure I to this Report.

A certificate confirming the compliance of conditions of Corporate Governance asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015from the Secretarial Auditors of the Company is attached to the Report on CorporateGovernance.

INTERNAL FINANCIAL CONTROLS & ADEQUECY:

The Company has adequate and effective Internal Financial Controls (IFC) frameworkcommensurate with its size scale and complexity of operations. The Company has laid downcertain guidelines processes and structures which enable implementation of appropriateinternal financial controls across the organisation. Such internal financial controlsencompasses policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of business including adherence to its policies safeguarding of itsassets prevention and detection of frauds and errors timely preparation of reliablefinancial information compliance with all applicable laws. Appropriate review and controlmechanisms are built in place to ensure that such control systems are adequate and areoperating effectively. The controls based on the prevailing business conditions andprocesses have been tested during the year and no reportable material weakness in thedesign or effectiveness was observed. The framework on Internal Financial Controls overFinancial Reporting has been reviewed by the internal and external auditors.

The Company has in all material respects an adequate internal financial controlssystem and such internal financial controls were operating effectively based on theinternal control criteria established by the Company considering the essential componentsof internal control stated in the guidance note on audit of internal control overfinancial reporting issued by the Institute of Chartered Accountants of India.

The Audit committee of the Board of Directors actively reviews the adequacy andeffectiveness of internal control systems and suggests improvements wherever needed tostrengthen the same.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI LODR) discussion on state of Company's affairs hasbeen covered as part of the Management Discussion and Analysis (MDA) in a separate sectionvide Annexure II to this Report.

Company's Risk Management Policies are formulated in such a way that the Company canrespond swiftly to the risks and implement necessary mitigation activities. A prudent riskmanagement framework has been developed such that cautious approach is undertaken toidentify and analyze internal and external risks and minimize its impact on operations.The Company's Risk Management framework protects and adds value to the organization andits stakeholders with the objective to establish a risk intelligence framework formanaging objectively expected risk exposures so as to maintain financial stability of yourCompany.

A robust Risk Management Framework supports your Company's business strategy andoperations. Risk Management Framework is constantly updated for new and emerging risksemanating from business expansion and interests. The risks are evaluated quantified &prioritized and mitigation plans are reviewed & monitored at various stages. The majorrisks connected with the business their likely bearing on the performance of the Companyand their mitigation are covered under Risks and Concerns Section of the ManagementDiscussion and Analysis.

NOMINATION & REMUNERATION POLICY:

The Board has adopted a Nomination and Remuneration Policy recommended by Nominationand Remuneration Committee in terms of the provisions of Section 178 of the Act. TheNomination and Remuneration Policy is available at the company's websitewww.srikalahasthipipes.com.

The Nomination and Remuneration Committee of the Company is in compliance with theprovisions of Section 178 of the Companies Act 2013 read along with the applicable rulesthereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the terms of reference to the Committee include:-

• To guide the Board in relation to appointment retention and removal ofDirectors Key Managerial Personnel and Senior Management.

• To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

• To recommend to the Board on remuneration payable to the Directors and KeyManagerial Personnel.

• Recommend to the Board a policy relating to the remuneration for the directorskey managerial personnel and other employees.

• Devise a policy on Board diversity.

The aggregate remuneration/commission payable to all the Non-executive directors willbe recommended by the Nomination and Remuneration Committee (NRC) to the Board based onCompany's performance profits and any other significant qualitative parameters as may bedecided by the Board.

The NRC will recommend to the Board the quantum of remuneration/commission for eachDirector based upon individual contributions of directors and their active involvement andparticipation in strategic decision making. Based on the recommendation of the NRC theBoard will consider payment of remuneration/commission to each of the non-executivedirector every year for its approval which shall be within the overall limits prescribedunder the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

Your Company believes in the policy of giving back to the society and has carried ahost of CSR activities laying significant emphasis on development of the communitiesaround which it operates. Your Company has identified several corporate socialresponsibility initiatives relating to Social Empowerment & Welfare Villagedevelopment Sustainable Livelihood Health Care and Education during the year andinitiated various activities in neighbouring villages around plant locations.

The Board has adopted a Corporate Social Responsibility Policy (CSR Policy) inaccordance with Schedule VII of the Companies Act 2013. The Annual Report on CSRactivities as required under Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 read with section 134(3) and 135(2) of the Companies Act 2013 is atAnnexure III to this Report.

During the FY 2018-19 the Company has spent about Rs.3.68 Crores as against Rs.3.87Crores to have been spent during the year under review towards various CSR activitieswhich are covered in detail in the Report on CSR which forms part of this report. YourCompany further continues to emphasize on initiatives that would contribute to the overallwelfare of the communities and make a difference in the quality of living of theunderprivileged.

During the year under review the Company's spend on the CSR activities has beenslightly lower than the limits prescribed under Companies Act 2013. The CSR activities ofthe Company are scalable with certain new initiatives which the Company could notimplement during the year due to delay in execution of certain programmes which shall beconsidered in future. Moving forward the Company will endeavour to spend the completeamount on CSR activities in accordance with the statutory requirements.

WHISTLE BLOWER MECHANISM (POLICY) :

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to dealwith instance of fraud and mismanagement if any. The Company is committed to the higheststandards of ethical moral and legal business conduct. The Policy provides for adequatesafeguard against victimization of employees who avail the mechanism and also providesdirect access to the Chairperson of the Audit Committee. Specifically employees can raiseconcerns regarding any discrimination harassment victimization any other unfairpractice being adopted against them or any instances of fraud by or against your Company.During the year under review the Company has not received any complaints under the saidmechanism. The Whistle Blower Policy of the Company has been displayed on the Company'swebsite at www.srikalahasthipipes.com

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made there-under your Companyhas constituted Internal Complaint Committees (ICC). While maintaining the highestgovernance norms the Company has zero tolerance for sexual harassment at workplace.During the year 2018-19 the Company has not received any complaint of sexual harassment.

BOARD EVALUATION :

Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual directors on the basis of criteria suchas the contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole performance of the Committee(s) of theBoard and performance of the Chairman was evaluated taking into account the views ofother directors. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

FAMILIARISATION PROGRAMME :

The Company on a regular basis makes detailed presentations to the entire Boardincluding Independent Directors on the Company's operations and business plans strategySuch presentations are made by the senior management/ leadership team/function heads sothat the Independent Directors can have direct interaction with them. The Board membersare provided with necessary documents/ brochures reports and internal policies to enablethem to familiarise with the Company's procedures and practices.

The Company organised a Plant visit for independent directors along with SeniorManagement team in September 2018 to apprise the directors on the detailed operationalaspects. The Directors were apprised on key aspects including the industry and markettrend and the Company's performance and its future projects.

The details of programmes for familiarisation for Independent Directors are posted onthe website of the Company at www.srikalahasthipipes.com

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of Meetings of the Board held during the Financial Year2018-19 are given in the Corporate Governance Report which forms part of this report.

RELATED PARTY TRANSACTIONS:

All related party transactions (RPTs) entered into by the Company with its relatedparties during the year under review were on arms' length basis and in the ordinary courseof business and did not attract provisions of section 188 of the Companies Act 2013 andwere also not material transactions under regulation 23 of the SEBI Listing Regulations2015. During the year 2018-19 as required under section 177 of the Companies Act 2013and regulation 23 of the SEBI Listing Regulations 2015 all RPTs were placed before AuditCommittee for its approval.

A statement showing the disclosure of transactions with related parties as required byInd As 24 are shown separately in this Annual Report under notes to financial statements.There were no material transactions entered into with related parties during the yearunder review which may have had any potential conflict with the interests of the Company.

No Related Party Transactions (RPTs) were entered into by the Company during thefinancial year which attracted the provisions of section 188 of the Companies Act 2013.There being no 'material' related party transactions as defined under regulation 23 ofSEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2 in thatregard.

The Company has formulated a policy on "Related Party Transactions" and theprocess of dealing with such transactions which are in line with the provisions of theCompanies Act 2013 and SEBI LODR. The same is available on the website of the Companywww.srikalahasthipipes. com.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. However in terms of Section136 of the Companies Act 2013 the Annual Report excluding the aforesaid information isbeing sent to all the members of the Company and others entitled thereto. Any memberinterested in obtaining such particulars may write to the Company Secretary at theRegistered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is forming part of this report vide Annexure IV.

QUALIFIED INSTITUTIONS PLACEMENT :

Your Company has successfully raised Rs.250 crores through its Qualified InstitutionalPlacement (QIP) in the month of December 2017 in order to cater to the businesspurposes including repayment of long term and short term debt to fund the organic andinorganic growth of the Company to meet working capital requirements of the Company andfor general corporate purposes. Utilization of QIP proceeds during the FY 2018-19 incompliance of SEBI's LODR Regulations 2015 is given below.

Utilization of QIP Proceeds

Particulars Mar-18 Mar-19 Total
Amount received from QIP Issue 25000 - 25000
Less:
Payment of HDFC Term Loan & ICICI ECB 1030 4184 5214
Capex 1563 1373 2936
Exp of QIP 559 - 559
Working Capital Requirement - 11686 11686
Fixed Deposits lying in Banks 21848 4605 4605
Total 25000 21848 25000

Energy conservation technology absorption and foreign exchange earnings and outgo :

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is given in Annexure V and forms part ofthis report.

Extract of Annual Return:

As per the requirements of Section 92(3) of the Companies Act 2013 and Rules framedthereunder the extract of the annual return for FY 2018-19 is given in Annexure VII inthe prescribed Form No. MGT-9 which is part of this report.

OTHER DISCLOSURES:

Particulars of information forming part of the Board's Report pursuant to Section 134of the Companies Act 2013 and relevant Rules thereof not covered elsewhere in the reportare given hereunder :-

1. There are no qualifications reservations or adverse remarks or disclaimer made bythe Statutory Auditors in their report or by the practicing Company Secretary in theSecretarial Audit Report.

2. The Company as per its policy has granted loans to employees aggregating Rs.28.56lakhs during the year ended 31st March 2019.

3. Particulars of Loans or investments covered under Section 186 of the Companies Act2013 form part of the notes to the financial statement provided in this Annual Report.These loans are primarily granted for effective utilization of surplus funds availablewith the Company.

4. There are no material changes or commitments occurring after 31st March 2019 whichmay affect the financial position of the Company or may require disclosure.

5. During the year under review there has been no change in the nature of business ofthe Company.

6. The Company did not have any subsidiaries joint ventures and associates companieswhich have ceased during the year.

7. The Company has not accepted deposits under Chapter V of the Companies Act 2013.

8. The Company has not received any such orders from Regulators Courts or Tribunalsduring the year which may impact the going concern status or the Company's operations infuture.

9. The Company is in compliance with the Secretarial Standards issued by the Instituteof Company Secretaries of India on Meetings of the Board of Directors (SS - 1) and GeneralMeetings (SS - 2).

STATUTORY AUDITORS:

M/s. Lodha & Co. Chartered Accountants (Firm Reg. No. 301051E) were appointed asStatutory Auditors of the Company for a term of five years (subject to ratification byshareholders at every AGM if required under the prevailing law at that time) to holdoffice from the conclusion of 25th Annual General Meeting held in 2017 till the conclusionof 30th Annual General Meeting of the Company to be held in 2022.

The requirement to place the matter relating to appointment of the Auditors forratification by the members at every Annual General Meeting is done away with videnotification dated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordinglyno resolution is proposed for ratification of appointment of the Auditors who wereappointed in the Annual General Meeting held on 27th September 2017. Further the Noteson financial statements referred to in the Auditors' Report are self- explanatory and donot call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.

COST AUDITORS:

In terms of the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board of Directors of yourCompany have on the recommendation of the Audit Committee appointed M/s. Narasimhamurthy& Co. Cost Accountants Hyderabad as Cost Auditors to conduct the cost audit of yourCompany for the financial year ending 31st March 2020 at a remuneration as mentioned inthe Notice convening the Annual General Meeting. As required under the Act theremuneration payable to the cost auditor is required to be placed before the Members in ageneral meeting for their ratification. Accordingly a resolution seeking Member'sratification for the remuneration payable to Cost Auditors forms part of the Notice of theensuing Annual General Meeting. The Cost Audit Report of the Company for the FinancialYear ended 31 March 2018 was filed in XBRL mode with the Ministry of Corporate Affairswithin the stipulated due date.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rulesthereunder Mr. S. Chidambaram Company Secretary in Practice was appointed to conduct thesecretarial audit of the Company for the FY 2018-19. The secretarial audit reportconfirming compliance by Practicing Company Secretary to the applicable provisions of theCompanies Act 2013 SEBI LODR Regulations 2015 and other applicable laws is appended atAnnexure VI to this report and it does not contain any qualification reservation oradverse remark.

INTERNAL AUDITORS:

In line with the provisions of Section 138 of the Companies Act 2013 M/s. Chaturvedi& Co Chennai were appointed by the Board as Internal Auditors of the Company for theFY 2018-19. The Audit Committee defines the scope of internal audit from time to time andalso reviews the observations of internal auditors and the action taken report submittedby the management on the observations at its meeting held every quarter and also suggeststhe management the improvements required in the systems followed by the Company.

GREEN INITIATIVE :

In support of "Green Initiative" taken by the Ministry of Corporate Affairs("MCA") in the Corporate Governance" by allowing service of documents by aCompany to its Members through electronic mode the Company will continue to send variouscommunications and documents like notice calling general meetings audited financialstatements directors' report auditor's report etc. in electronic form to the emailaddress provided by the Members to the Depositories or to the Company.

Your Company impresses upon its shareholders to contribute to this green initiative infull measure by registering their e-mail addresses in respect of electronic holdings withthe Depository through their concerned Depository Participant. Members who hold shares inphysical form are requested to take necessary steps for registering the same so that theycan also become a part of the initiative and contribute to the Green Movement.

ANNEXURES TO THE BOARD'S REPORT :

1. Corporate Governance Report is enclosed vide Annexure - I.

2. Pursuant to Regulation 34 of Listing Regulations 2015 Management Discussion andAnalysis Report is enclosed vide Annexure - II.

3. Pursuant to Section 135 (4) (a) of the Companies Act 2013 read with Rule 8 (1) ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 the annual report onCSR activities in the prescribed format forming part of the Director's Report is enclosedvide Annexure - III.

4. Disclosure under Section 197 (12) read with Rule 5(1) of the Companies (Appointmentand remuneration of managerial personnel) Rules 2014 is enclosed vide Annexure - IV.

5. Pursuant to Section 134 (3) (m) of the Companies Act 2013 information relating toConservation of Energy Technology absorption and foreign exchange earnings and outgo isenclosed vide Annexure -V.

6. Pursuant to Section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and remuneration of managerial personnel) Rules 2014 the Secretarial AuditReport is enclosed vide Annexure- VI.

7. As per the requirements of Section 92(3) of the Companies Act 2013 and Rules framedthereunder the extract of the annual return for the FY 2018-19 is enclosed vide AnnexureVII.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms that:

i) In the preparation of annual accounts the applicable accounting standards have beenfollowed and there has been no material departure.

ii) The selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and of the profit of theCompany for the financial year ended 31st March 2019.

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv) The annual accounts have been prepared on a going concern basis.

v) Sufficient internal financial controls have been laid down and such internalfinancial controls are adequate and were operating effectively and

vi) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the valuable supportreceived by your Company from Banks Govt. Authorities Customers Auditors and otherstakeholders. The Board thanks the employees at all levels for the dedication commitmentand hard work put in by them for Company's achievements. Your Directors are grateful tothe Shareholders/ Stakeholders for their confidence and faith reposed in the management ofthe Company.

Your Directors also place on record their sincere appreciation for the valuableguidance received from Shri Mayank Kejriwal Managing Director and for his constructivecontribution in shaping the progressive growth of your Company.

By Order of the Board
For Srikalahasthi Pipes Limited
R.K. Khanna
Chairman
Place: Chennai.
Dated: 8th May 2019