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Texmo Pipes & Products Ltd.

BSE: 533164 Sector: Industrials
NSE: TEXMOPIPES ISIN Code: INE141K01013
BSE 00:00 | 15 Jun 49.70 2.35
(4.96%)
OPEN

47.35

HIGH

49.70

LOW

46.40

NSE 00:00 | 15 Jun 49.70 2.35
(4.96%)
OPEN

48.00

HIGH

49.70

LOW

47.65

OPEN 47.35
PREVIOUS CLOSE 47.35
VOLUME 71642
52-Week high 65.85
52-Week low 10.60
P/E 18.83
Mkt Cap.(Rs cr) 145
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 47.35
CLOSE 47.35
VOLUME 71642
52-Week high 65.85
52-Week low 10.60
P/E 18.83
Mkt Cap.(Rs cr) 145
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Texmo Pipes & Products Ltd. (TEXMOPIPES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 12th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements andthe Auditor's Report for the year ended 31st March 2020.

1. Financial summary or highlights/Performance of the Company (Standalone andConsolidated)

(Amount in Rs. Lakh)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Turnover 32794.56 30974.45 32794.56 30974.45
Profit before Interest Depreciation and Tax 1796.89 1491.91 1758.74 1455.34
Less Interest 561.50 532.05 561.50 532.05
Less Depreciation 619.64 560.26 619.64 560.26
Profit before tax 615.76 399.60 577.61 363.03
Less Provision for tax
- Current tax 154.16 86.45 154.16 86.45
- Deferred tax 25.08 (5.53) 25.08 (5.53)
Excess provision for earlier year 3.96 (15.23) 3.96 (15.23)
Profit after tax 432.56 333.91 394.41 297.34
Prior year adjustment - -
Profit after tax & prior year adjustments 432.56 333.91 394.41 297.34
Profit after adjustment of discontinued operations 432.56 333.91 394.41 297.34
Balance of profit brought forward from earlier years (895.22) (1202.01) 2243.79 1948.90
Transferred from Revaluation Reserve
Adjustment relating to Fixed Assets (net of Deferred Tax) - - - -
Unamortized cost written off on discounting of loans to subsidiary (28.97) (26.82) (2.32) (2.15)
Other comprehensive income 44.30 (0.30) 44.30 (0.30)
Exchange difference on translation of financial statements of foreign operations
Profit available for Appropriations: (447.32) (895.22) 2680.18 2243.79
Appropriations
Transfer to General Reserves
Proposed dividend:
- Equity
- Preference
Profit carried to Balance Sheet (447.32) (895.22) 2680.18 2243.79

During the year under review the Company recorded total revenue of Rs 32794.56 Lakhsas compared to Rs. 30974.45 Lakhs in the previous year which is increase by 5.88% TheCompany has earned a net profit of Rs. 432.56 Lakhs as against profit of Rs. 333.91 Lakhsin the previous year which is increase by 29.54%. Your Directors are hopeful that thecompany may be able to show better performance in coming year.

2. Change in nature of Business

During the year under review there has been no change in the nature of business of theCompany.

3. Dividend

Your Directors do not recommended any dividend for the year ended 31st March 2020 andthe available surplus be retained to strength the net worth of the company.

4. Transfer to Reserves

Your Directors do not proposed any amount to be transferred to the Reserves for theyear ended 31st March 2020.

5. Details of Subsidiary / Associate Companies

The Company had one subsidiary namely Tapti Pipes & Products Limited FZE (OverseasSubsidiary).

The consolidated financial statements of your Company for the financial year 2019-20are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and SEBI (LODR) Regulations 2015. The consolidated financialstatements have been prepared on the basis of audited financial statements of the Companyits subsidiaries as approved by their respective Board of Directors.

A separate statement in Form AOC-1 containing the salient features of financialstatements of subsidiaries of your Company forms part of consolidated financial statementsin compliance with Section 129 and other applicable provisions if any of the CompaniesAct 2013.

6. Commission received by Directors from Subsidiary.

During the year under review none of the directors of the company are in receipt of thecommission or remuneration from subsidiary of the Company as provided under section 197(14) of the Companies Act 2013.

7. Particulars of Employees

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5(2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

8. Details relating to remuneration of Director KMPs and employees

Disclosure pertaining to remuneration and other details as required Section 197(12) ofthe Companies Act 2013 read with rule 5 (1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in Annexure - A.

9. Particulars of loans guarantees investments outstanding during the financial year

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 6 and 7 to the standalone financial statement).

10. Extract of the annual return

In terms of provision of Section 134(3)(a) of the Companies Act 2013 the extract ofthe Annual Return as provided under sub-section (3) of the Section 92 of the CompaniesAct 2013 in Form MGT-9 forming part of this Board's Report and is annexed as Annexure -B. The same has also been placed at the website of the Company at https://texmopipe.com.

11. Deposits

Your company has not invited/accepted any deposit within the meaning of Section 73 ofthe Companies Act 2013 and Rules made there under during the year under review.

12. Conservation of energy technology absorption foreign exchange earnings and outgo

A statement giving details of conservation of energy technology absorption foreignexchange earnings and out-go in accordance with the requirement of the Section 134(3)(m)of the Companies Act 2013 read with rule 8 of the Companies (Account) Rules 2014 formspart of this Board's Report and is annexed as Annexure-C.

13. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The particulars ofcontracts or arrangements with related parties referred to in section 188(1) of theCompanies Act 2013 for the financial year 2019-20 in the prescribed format AOC 2 hasbeen enclosed with the report as Annexure - D.

The Policy on materiality of related party transactions and manner of dealing withrelated party transactions as approved by the Board may be accessed on the Company'swebsite at the link: https://texmopipe.com

14. Auditors:

A. Statutory Auditors:

The Statutory Auditors M/s Anil Kamal Garg & Company Chartered Accountants Indore(Firm Registration No. 004186C) was appointed in 10th Annual General Meeting tohold office from the conclusion of the 10th Annual General Meeting for a termof five consecutive years till conclusion of 15th Annual General Meeting(subject to ratification of the appointment by the members at every Annual GeneralMeeting).The requirement of seeking ratification of the members for the continuous oftheir appointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 with effect from May 07 2018.

The Statutory Auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they have not been disqualified in any mannerfrom continuing as Statutory Auditors.

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Dinesh Kumar Gupta Company Secretary in Practice Indore (M.P.) toundertake the Secretarial Audit of the Company for the Financial Year 2020-21.

C. Cost Auditors:

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directors onthe recommendation of the Audit Committee has appointed M/s. Saurabh Parikh andAssociates Cost Accountants (Firm Registration No. 101495) as Cost Auditor of theCompany for the financial year ending 31st March 2021 on a remuneration as mentioned inthe Notice convening the 12th Annual General Meeting for conducting the auditof the cost records maintained by the Company.

A Certificate from M/s. Saurabh Parikh and Associates Cost Accountants has beenreceived to the effect that their appointment as Cost Auditor of the Company if madewould be in accordance with the limits specified under Section 141 of the Act and Rulesframed thereunder.

A resolution seeking Members' approval for remuneration payable to Cost Auditor formspart of the Notice of the 12th Annual General Meeting of the Company and same isrecommended for your consideration.

The Company is required to maintain Cost Records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013.

Accordingly the Company has made and maintained such accounts and records.

15. AUDITOR'S REPORTS

A. Statutory Auditor's Report:

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

B. Secretarial Auditor's Report :

Pursuant to the provisions of Section 204 (1) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personal) Rules 2014 the Companyhas obtained a Secretarial Audit Report in the prescribed From MR-3 from CS Dinesh KumarGupta Company Secretary in practice Indore (M.P.). The Company has taken SecretarialCompliance Report during the year from Secretarial Auditor as per SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 requirement. The SecretarialAuditor' Report dated September 14 2020 is annexed herewith as Annexure - E. TheSecretarial Auditor has observed qualifications as above in the report as under:

a) Pursuant to section 149 152 177 & 178 of Companies Act 2013 and Regulation 25(2) & 36 (3) of SEBI LODR the tenure for one term (5years) of Mr. Sunil KumarMaheshwari expire/ends in Annual General Meeting dated 24.09.2019 where he has to bere-appointed for second term. But no effect has been given neither in Annual GeneralMeeting nor was any disclosure of such appointment made in the Board's report. Alsoreconstitution of various committees was not made appropriately in compliance with variousapplicable provisions of Companies Act 2013 after retirement of Mr. Sunil KumarMaheshwari w.e.f 24.09.2019.

However he was re-appointed in Extra-Ordinary General Meeting dated 19.12.2019 w.e.f.12.11.2019. As and when the consent has been received from Mr. Sunil Kumar Maheshwari theCompany has taken necessary action and re-appointed him in Extra-Ordinary General Meeting

b) As per Regulation 17 (1) (a) & (b) & Regulation 25 (6) of SEBI LODR thecompany should have at least 3 Independent Directors but no Independent Director has beenappointed since resignation of existing Independent Director w.e.f. 14.02.2020.

However after the closure of financial year the company has appointed New Independentdirector in immediate next Board Meeting held on 24.07.2020.

c) As per Regulation 27 of SEBI LODR incorrect information was wrongly provided bycompany regarding Mr. Sunil Kumar Maheshwari in report for Quarter ended September 2019.

d) As per Regulation 34 (1) of SEBI LODR the company has made delay in submission ofAnnual Report for the Financial Year 2018-19 to both the stock exchanges. Mail receivedfrom BSE dated 15.10.2019 for levying penalty for delay submission of Annual Report.(Delay of 15 Days). Notice received from NSE dated 15.10.2019 for non-compliance of Reg.34 & levying penalty for delay submission of Annual Report. (Delay of 16 Days)

The Company has given reply letter dated 12.11.2019 to both stock exchanges and donepayment of amount of penalty charged. However Penalty Charged was withdrawn by both StockExchange(s) vide NSE email dated 02.01.2020 and BSE Email dated 07.01.2020.

e) The company has not created charge with Registrar of companies Gwalior Ministry ofCorporate Affairs/MCA Portal for Vehicle loan of Rs. 1000000/- & Rs. 424551/-respectively taken from HDFC Bank Limited

The comments of the Board on the above are as under:

a) As and when the consent has been received from Mr. Sunil Kumar Maheshwari theCompany has taken necessary action and re-appointed him in Extra-Ordinary General Meetingand accordingly he was re-appointed in Extra-Ordinary General Meeting dated 19.12.2019w.e.f 12.11.2019.

b) After the closure of financial year the Company has appointed New Independentdirector in immediate next Board Meeting held on 24.07.2020.

c) As first tenure of Mr. Sunil Kumar Maheshwari has been completed on 24.09.2019 thedetails of the same are missed to be incorporated in the said report and noted.

d) The company has given reply vide letter dated 12.11.2019 to both stock exchanges anddone payment of amount of penalty charged. However Penalty Charged was withdrawn by bothStock Exchange(s) vide NSE email dated 02.01.2020 and BSE Email dated 07.01.2020 as a onetime measure as the same has been filed within 21 working days as per earlier statedprovisions.

e) The Company in consultation with the Bank takes on record and if required mayproceed to file the same.

16. Details in respect of frauds reported by Auditors other than those which arereportable to the Central Government

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made there under.

17. Share Capital

During the Financial Year 2019-20 there are not any changes in share capital.

18. Disclosure regarding issue of employee stock options

The Company has not issued any shares under employee's stock options scheme pursuant toprovisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

19. Disclosure regarding issue of sweat equity shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of the Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.

20. Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act 2013 Smt. Rashmi DeviAgrawal (DIN 00316248) retires by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. Smt. Rashmi Devi Agrawal has givendeclaration in terms of Section 164(2) of the Companies Act 2013 to the effect that sheis not disqualified from being reappointed as a Director of the Company.

Mr. Shanti Lal Badera (DIN 02295033) Independent Director resigned / retired w.e.f.13.08.2019 from the Board of Directors of the Company. Mr. Sunil Kumar Maheshwari (DIN03304103) Independent Director of the Company's first tenure has been completed on24.09.2019. However Mr. Sunil Kumar Maheshwari was re-appointed as Independent Directorin EGM held on 19.12.2019 w.e.f. 12.11.2019 and later he resigns from the Board citingpersonal reasons due to pre-occupation and personal commitment elsewhere due to paucity oftime with effect from 14th February 2020. The Board places on record itssincere appreciations for the valuable guidance and contribution made by Mr. Sunil KumarMaheshwari in deliberations of the Board during his tenure as Independent Director on theBoard of Directors of the Company.

Pursuant to provisions of Section 149 & 161(1) of Companies Act 2013 applicableprovisions of SEBI (LODR) Regulation 2015 Articles of Association of the Company and asper recommendations of Nomination and Remuneration Committee Mr. Parvez Anjum (DIN08529781) appointed as an Additional Independent Director of the Company with effect from13th August 2019. Mr. Parvez Anjum aged about 45 years has a rich experience of 11 yearsin the field of Business Strategy. He has specialization in the field of Marketing andOperations Business Development. The members of the Company in its last Annual GeneralMeeting approved approved appointment of Mr. Parvez Anjum (DIN 08529781) as Director ofthe Company for a period of 5 years.

After the closure of financial year and pursuant to the provisions of section 149& 161(1) of Companies Act 2013 applicable provisions of SEBI (LODR) Regulation2015 Articles of Association of the Company and as per recommendations of Nomination andRemuneration Committee Dr. Smita Hajari (DIN 08763930) appointed as an AdditionalIndependent Director of the Company with effect from 24th July 2020. Dr. Smita Hajariaged about 41 year has a rich experience of 18 years in the field of academics andadministration. She has specialization in the field of industrial administration andcorporate management. Pursuant to provisions of section 161(1) Dr. Smita Hajari (DIN08763920) shall hold office up to the date of ensuing Annual General Meeting the Boardrecommends to the members of the Company for regularization of Dr. Smita Hajari (DIN08763920) as Director of the Company.

Mr. Shyam Sunder Agrawal Company Secretary and Compliance Officer (ACS-No-24489) ofthe Company resigned from the services of the Company with effect from 25th July. 2019 andMr. Mahesh Thakur (ACS N0- 53407) has been appointed as Company Secretary and ComplianceOfficer of the Company with effect from 13 th August2019.

Mr. Mahesh Thakur Company Secretary and Compliance Officer (ACS No. 53407) of theCompany resigned from the services of the Company with effect from 14thFebruary 2020. And Mr. Ajay Shrivastava (ACS no. 41817) appointed as Company Secretary andCompliance Officer of the Company with effect from 24th July 2020.

21. Declaration given by Independent Director(s) and reappointment.

In compliance with Section 149(7) of the Act all Independent Directors have givendeclaration that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

22. Internal Financial Controls

The Company believes that internal control is necessary principle of prudent businessgovernance that freedom of management should be exercised within a framework ofappropriate checks and balances. The Company remains committed to ensuring an effectiveinternal control environment that inter alia provides assurance on orderly and efficientconduct of operations security of assets prevention and detection of frauds/errorsaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information.

The Company's independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements.

The Financial Statements of the Company are prepared on the basis of the SignificantAccounting Policies that are carefully selected by management and approved by the Board.These in turn are supported by a set of divisional Delegation Manual & StandardOperating Procedures (SOPs) that have been established for individual units/ areas ofoperations.

The Company uses SAP Systems as a business enabler and also to maintain its Books ofAccount. The SOPs in tandem with transactional controls built into the SAP Systems ensureappropriate segregation of duties tiered approval mechanisms and maintenance ofsupporting records. The systems SOPs and controls are reviewed by Senior management andaudited by Internal Auditor whose findings and recommendations are reviewed by the AuditCommittee of Board of Directors and tracked through to implementation.

The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.

23. Number of meetings of Board of Directors and committees

The details of Board and Committee meetings are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period as prescribed underthe Companies Act 2013.

24. Committees of the Board

The details with respect to the compositions powers roles and terms of reference etc.of relevant Committees of the Board of Directors are also given in the CorporateGovernance Report which forms a part of this Annual Report. All recommendations made bythe Audit Committee during the year were accepted by the Board.

25. Familiarization Programme

The Company has conducted the programme through its Managing Director Whole-timeDirector Company Secretary and other Senior Managerial Personnel to familiarize theIndependent Directors with Company in following areas:- Familiarization with the Company;

- Independent directors' roles rights and responsibilities;

- Board dynamics & functions;

- Nature of the Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The Policy on Familiarization Programme may be accessed on the Company's website at thelink: https://texmopipe.com

26. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 is not applicable to theCompany for the year therefore the Company has not developed and implemented anyCorporate Social Responsibility initiatives. However from the FY 2020-21 the provisionsof Section 135 of the Companies Act 2013 is applicable to the Company. The Board in itsmeeting held on September 15 2020 adopted Corporate Social Responsibility (CSR) Policy ofthe Company and the composition of the CSR Committee is as under:

1) Dr. Smita Hajari Chairperson

2) Mr. Sanjay Kumar Agrawal Member

3) Mr. Parvez Anjum Member

27. BOARD EVALUATION:

Pursuant to provisions of the section 134(3)(p) 149(8) and Schedule IV of theCompanies Act 2013 and Regulation 17 of SEBI Listing Regulations annual performanceevaluation of Directors as well as of the Audit Committee Nomination & RemunerationCommittee and Stakeholders' Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the Performance Evaluation of Chairman and Non-Independent Directors was carriedout by the Independent Directors.

The manner in which the evaluation has been carried out has been provided in theCorporate Governance Report

28. Corporate Governance

The Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders - shareholders employees customerssuppliers and others. The Company believes that fairness transparency responsibility andaccountability are the four key elements of corporate governance. The Corporate GovernanceReport presented in a separate section forms an integral part of this Annual Report asAnnexure - F.

29. Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistleblower policy may be accessed on the Company's website at https://texmopipe.com. Duringthe year under review no complaint was received in vigil mechanism.

30. Nomination and Remuneration Policy

The Company framed a policy for Nomination and Remuneration of all Directors & KMPsetc in accordance with provisions of section 178 of Companies Act 2013 and Rules madethereunder and other applicable provisions of Companies Act 2013 provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to harmonize theaspirations of human resources consistent with the goals of the Company. Board ofDirectors of the Company approved and updated the said policy as and when required. Thesame may be accessed on the Company's website at: https://texmopipe.com

The Nomination and Remuneration Committee works with the entire Board to determine theappropriate characteristics skills and experience required for the Board as a whole andfor individual members. Members are expected to possess the required qualificationsintegrity expertise and experience for the position. They should also possess the deepexpertise and insights in sectors / areas relevant to the Company and ability tocontribute to the Company's growth.

31. Risk Management Policy

The Company like any other enterprise is exposed to business risk which can be aninternal risks as well as external risks. One of the key risks faced by the Company intoday's scenario is the wide and frequent fluctuations in the prices of its raw material.Any further increase in prices of raw materials could create a strain on the operatingmargins of the Company. Inflationary tendencies in the economy and deterioration ofmacroeconomic indicators can impact the spending power of the consumer because of whichdown trading from branded products to non-branded can occur which can affect the operatingperformance of the Company.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and otherrelated issue can affect our operations and profitability.

However the Company is well aware of the above risks and as part of business strategyhas put in mechanism to ensure that they are mitigated with timely action. The Company hasa robust Business Risk Management (BRM) framework to identify evaluate business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.

In the opinion of the Board of Directors none of the aforementioned risks affectand/or threaten the existence of the Company.

32. Transfer to Investor Education and Protection Fund

During the year under review the Company has no liability to transfer to InvestorEducation and Protection Fund.

33. Management Discussion and Analysis Report

Management Discussion and Analysis as required under Regulation 34(3) of SEBI (LODR)Regulations 2015 read with Schedule V of said Regulations forms part of this Board'sreport as Annexure - G.

34. Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors Confirm that:-

(i) In the preparation of the annual accounts for the financial year 2019-20 theapplicable accounting standards had been followed along with proper explanation relatingto 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 and fair view of thestate of affairs of the company at the end of the financial year and of the profit andloss 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 operating effectively; and

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

35. Material changes and commitments affecting the financial position of the Company.

There have been no material changes and commitments affecting financial position of theCompany that have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report.

36. Details of significant and material orders passed by the regulators or courts ortribunal

There were no significant and material orders passed by the regulators or courts ortribunal impacting the going concern status and Company's operations in future.

37. Code of Conduct

The Board has adopted the Code of Conduct for members of the Board and SeniorManagement personnel of the Company. The Code lays down in details the standards ofbusiness conduct ethics and governance. The compliance of the same has been affirmed anda declaration signed by the Managing Director to this effect is given below. Code ofConduct has also been posted on the Company's Website. https://texmopipe.com

Declaration

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company hereby confirms that it has obtained from all the Members of the Board andsenior management personnel affirmations that they have complied with the code of conductin respect of financial year ended on March 31 2020.

38. Anti-sexual harassment policy

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal Committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.

Number of Complaints pending at the beginning of the financial year: Nil Number ofComplaints received during the financial year: Nil

Number of Complaints disposed off during the financial year: Nil Number of Complaintspending at the end of financial year: Nil

39. Acknowledgement

Your Directors would like to gratefully acknowledge and place on record their sincereappreciation for the cooperation and assistance received from its stakeholders advisorsvalued customers suppliers banks consultants financial institutions governmentauthorities and stock exchanges. The Directors also wish to place on record their sincereappreciation of the devoted and dedicated services rendered by all Executives StaffMembers and Workmen of the Company.

For and on behalf of the Board of Directors
Sanjay Kumar Agrawal Vijay Prasad Pappu
Managing Director Whole Time Director cum CFO
(DIN 00316249) (DIN 02066748)
Place:- Burhanpur
Date: 15.09.2020