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Texmo Pipes & Products Ltd.

BSE: 533164 Sector: Industrials
NSE: TEXMOPIPES ISIN Code: INE141K01013
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VOLUME 28158
52-Week high 100.90
52-Week low 43.50
P/E 15.37
Mkt Cap.(Rs cr) 174
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 57.25
CLOSE 57.00
VOLUME 28158
52-Week high 100.90
52-Week low 43.50
P/E 15.37
Mkt Cap.(Rs cr) 174
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 13th Annual Report onthe business and operations of your Company together with the Audited Financial Statementsand the Auditor's Report for the year ended 31st March 2021.

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

(Amount in Rs. Lakh)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Turnover 42165.68 32794.56 42165.68 32794.56
Profit before Interest Depreciation and Tax Less Interest 2582.94 1796.89 2543.28 1758.74
Less Depreciation 516.47 561.50 516.47 561.50
625.68 619.64 625.68 619.64
Profit before tax Less Provision for tax 1440.79 615.76 1401.13 577.61
- Current tax 370.00 154.16 370.00 154.16
- Deferred tax (18.60) 25.08 (18.60) 25.08
Excess provision for earlier year (33.69) 3.96 (33.69) 3.96
Profit after tax 1123.08 432.56 1083.42 394.41
Prior year adjustment - -
Profit after tax & prior year adjustments 1123.08 432.56 1083.42 394.41
Profit after adjustment of discontinued operations 1123.08 432.56 1083.42 394.41
Balance of profit brought forward from earlier years (442.80) (895.22) 2684.70 2243.79
Transferred from Revaluation Reserve
Adjustment relating to Fixed Assets (net of Deferred Tax) - - - -
Unamortized cost written off on discounting of loans to subsidiary (31.28) (28.97) (2.90) (2.32)
Other comprehensive income 34.18 44.30 34.18 44.30
Exchange difference on translation of financial statements of foreign operations - - -
Profit available for Appropriations: 683.18 (447.32) 3799.41 2680.18
Appropriations Transfer to General Reserves Proposed dividend:
- Equity
- Preference
Profit carried to Balance Sheet 683.18 (447.32) 3799.41 2680.18

During the year under review the Company recorded total revenue of Rs42165.68 Lakhs as compared to Rs. 32794.56 Lakhs in the previous year which is increaseby 28.58% The Company has earned a net profit of Rs. 1123.8 Lakhs as against profit ofRs. 432.56 Lakhs in the previous year which is increase by 159.64%. Your Directors arehopeful that the Company may continue showing better performance in coming year.

2. Change in nature of Business

During the year under review there has been no change in the nature ofbusiness of the Company.

3. Dividend

Your Directors do not recommended any dividend for the year ended 31stMarch 2021 and the available surplus be retained to strength the net worth of thecompany.

4. Transfer to Reserves

Your Directors do not proposed any amount to be transferred to theReserves for the year ended 31st March 2021.

5. Details of Subsidiary / Associate Companies

The Company had one subsidiary namely Tapti Pipes & ProductsLimited FZE (Overseas Subsidiary).

The consolidated financial statements of your Company for the financialyear 2020-21 are prepared in compliance with applicable provisions of the Companies Act2013 Accounting 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 offinancial statements of subsidiaries of your Company forms part of consolidated financialstatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013.

6. Commission received by Directors from Subsidiary.

During the year under review none of the directors of the Company arein receipt of the commission or remuneration from subsidiary of the Company as providedunder section 197 (14) of the Companies Act 2013.

7. Details relating to remuneration of Director KMPs and employees

Disclosure pertaining to remuneration and other details as requiredSection 197(12) of the Companies Act 2013 read with rule 5 (1) and 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided inAnnexure - A.

8. Particulars of Employees

The statement of employees who receives remuneration exceeding thelimits specified under Rule 5(2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 is also provided in Annexure - A to this report.

9. Particulars of loans guarantees investments outstanding during thefinancial year

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the standalone financialstatement (Please refer to Note 6 and 7 to the standalone financial statement).

10. Annual Return

As required under Section 92(3) read with section 134(3)(a) of theCompanies Act 2013 read with rule 12 of the Companies (Management and Administration)Rules 2014 including amendments thereunder the Annual Return filed with the Ministry ofCorporate Affairs (MCA) for the Financial Year 2019-20 is available on the web-link of theCompany at https://texmopipe.com and the Annual Return for Financial Year 2020-21 will bemade available on the website of the Company once it is filed with the MCA.

11. Deposits

Your Company has not invited/accepted any deposit within the meaning ofSection 73 of the Companies Act 2013 and Rules made there under during the year underreview.

12. Conservation of energy technology absorption foreign exchangeearnings and outgo

A statement giving details of conservation of energy technologyabsorption foreign exchange earnings and out-go in accordance with the requirement ofthe Section 134(3)(m) of the Companies Act 2013 read with rule 8 of the Companies(Account) Rules 2014 forms part of this Board's Report and is annexed as Annexure -B.

13. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had entered into any contract/ arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.The particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 for the financial year 2020-21 in the prescribed formatAOC 2 has been enclosed with the report as Annexure - C.

The Policy on materiality of related party transactions and manner ofdealing with related party transactions as approved by the Board may be accessed on theCompany's website at the link: https://texmopipe.com

14. Auditors:

A. Statutory Auditors:

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

The Statutory Auditors have given a confirmation to the effect thatthey are eligible to continue with their appointment and that they have not beendisqualified in any manner from continuing as Statutory Auditors.

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed CS Dinesh Kumar Gupta Company Secretary in Practice Indore (M.P.)to undertake the Secretarial Audit of the Company for the Financial Year 2021-22.

C. Cost Auditors:

In terms of the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Board ofDirectors on the recommendation of the Audit Committee has appointed M/s. Saurabh Parikhand Associates Cost Accountants (Firm Registration No. 101495) as Cost Auditor of theCompany for the financial year ending 31st March 2022 on a remuneration as mentioned inthe Notice convening the 13th Annual General Meeting for conducting the audit of the costrecords maintained by the Company.

A Certificate from M/s. Saurabh Parikh and Associates Cost Accountantshas been received to the effect that their appointment as Cost Auditor of the Company ifmade would be in accordance with the limits specified under Section 141 of the Act andRules framed thereunder.

A resolution seeking Members' approval for remuneration payable toCost Auditor forms part of the Notice of the 13th Annual General Meeting of the Companyand same is recommended for your consideration.

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

Accordingly the Company has made and maintained such accounts andrecords.

15. AUDITOR'S REPORTS

A. Statutory Auditor's Report:

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

B. Secretarial Auditor's Report :

Pursuant to the provisions of Section 204 (1) of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personal) Rules2014 the Company has obtained a Secretarial Audit Report in the prescribed Form MR-3from CS Dinesh Kumar Gupta Company Secretary in practice Indore (M.P.). The Company hasalso taken Secretarial Compliance Report during the year from Secretarial Auditor as perSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 requirement. TheSecretarial Auditor' Report dated August 13 2021 is annexed herewith as Annexure -D. The Secretarial Auditor has observed qualifications as above in the report as under:

a. As per Regulation 17 (1) (a) & (b) & Regulation 25 (6) ofSEBI LODR the company should have at least 3 Independent Directors but no IndependentDirector has been appointed since resignation of existing Independent Director w.e.f.

14.02.2020.

However after the closure of financial year the company has appointedNew Independent director in immediate next Board Meeting held on 24.07.2020.

b. As per Regulation 19 (1)(b) of SEBI LODR All directors of theNomination and remuneration committee shall be non-executive directors. From 14.02.2020till 23.07.2020 out of 3 directors 1 is Executive Director who was member of theNomination and remuneration committee instead of Non-Executive Director in meeting held on24.07.2020. However after the closure of financial year the company has appointed NewIndependent director in immediate next Board Meeting held on 24.07.2020 and thereafterre-constituted Nomination and remuneration committee in compliance of Regulation 19(1)(b)of SEBI (LODR).

c. The company has filed Form MSME FORM I i.e. Form for furnishing halfyearly return with the registrar in respect of outstanding payments to Micro or SmallEnterprises (October to March 2020) after the closure of Financial year on

23.06.2021.

d. The company has filed Form MSME FORM I i.e. Form for furnishing halfyearly return with the registrar in respect of outstanding payments to Micro or SmallEnterprises (April to September 2020) after the closure of Financial year on

16.07.2021.

e. The company has filed Form CRA-4 i.e. Cost Audit Report for theFinancial Year 2019-20 after the closure of Financial year on 28.04.2021 with additionalfees.

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

1. After the closure of financial year the Company has appointed NewIndependent director in immediate next Board Meeting held on 24.07.2020.

2. After the closure of financial year the Company has appointed NewIndependent director in immediate next Board Meeting held on 24.07.2020 and thereafteraccordingly re-constituted Nomination and Remuneration Committee in compliance ofRegulation 19(1)(b) of SEBI (LODR) 2015.

3. The Company due to the COVID-19 pandemic situation and the hardshipfaced for collating data due to lockdown and restrictions has filed Form MSME FORM I forOctober to March 2020 after the closure of Financial year on

23.06.2021.

4. The Company due to the COVID-19 pandemic situation and the hardshipfaced for collating data due to lockdown and restrictions has filed Form MSME FORM I forApril to September 2020 after the closure of Financial year on 16.07.2021

5. The Company due to the COVID-19 pandemic situation and the hardshipfaced due to lockdown and restrictions in consultation with the Cost Auditors has filedForm CRA-4 i.e. Cost Audit Report for the Financial Year 2019-20 after the closure ofFinancial year on 28.04.2021.

16. Details in respect of frauds reported by Auditors other than thosewhich are reportable to the Central Government

The Statutory Auditors Cost Auditors or Secretarial Auditors of theCompany have not reported any frauds to the Audit Committee or to the Board of Directorsunder Section 143(12) of the Companies Act 2013 including rules made there under.

17. Share Capital

During the Financial Year 2020-21 the Company has increased theAuthorized Share Capital of the Company from Rs. 300000000/- divided into 30000000Equity Shares of Rs. 10/- each to Rs. 360000000/- divided into 36000000 EquityShares of Rs. 10/- each and amended Clause V of the Memorandum of Association of theCompany vide Ordinary resolution passed at Annual General Meeting held on 14th October2020.

There has also been increase in issued subscribed and paid-up sharecapital of the Company from Rs. 263200000/- to Rs. 291950000/- pursuant toallotment of 2875000 Equity shares of face value of Rs. 10/- at a premium of Rs. 3.90/-each on 28th October 2020 on preferential basis to Shri Sanjay Kumar Agrawal and Smt.Rashmi Devi Agrawal Promoters of the Company.

The Company has complied all the provisions of Companies Act 2013& Rules made thereunder SEBI (LODR) Regulations 2015 SEBI (ICDR) Regulations 2018SEBI (SAST) Code and all other applicable provisions including obtaining all requisiteapprovals from National Stock Exchange of India Ltd. & BSE Ltd. where the shares ofthe Company are listed.

As on 31.03.2021 the Company has authorized share capital of Rs.360000000/- divided into 36000000 Equity Shares of Rs. 10/- each & issuedsubscribed and paid-up share capital stands at Rs. 291950000/- divided into 29195000Equity Shares of Rs. 10/- each.

18. Disclosure regarding issue of employee stock options

The Company has not issued any shares under employee's stockoptions scheme pursuant to provisions of Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014.

19. Disclosure regarding issue of sweat equity shares

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

20. Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Vijay Prasad Pappu (DIN:02066748) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Mr. Vijay Prasad Pappu hasgiven declaration in terms of Section 164(2) of the Companies Act 2013 to the effect thathe is not disqualified from being reappointed as a Director of the Company.

Mr. Amber Chaurasia (DIN 07729278) an Independent Director of theCompany whose period of office is liable to expire on February 09 2022 the Board ofDirectors based on recommendation of Nomination and Remuneration Committee and subject tothe approval of members of the Company at the ensuing Annual General Meeting consideredre-appointment of Mr. Amber Chaurasia (DIN 07729278) as an Independent Director of theCompany for a second term of 5 consecutive years with effect from February 10 2022pursuant to Section 149 (including other applicable provisions if any) of the CompaniesAct 2013 and Rules thereof including amendments thereunder and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 including amendments thereunder. He is notdisqualified from being appointed as director in terms of Section 164 of the CompaniesAct 2013 and Rules thereof including amendments thereunder and has given his consent toact as director. The Company has also received declaration from Mr. Amber Chaurasia (DIN07729278) that he meet with the criteria of Independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013 and Rules thereof including amendmentsthereunder and Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 including amendments thereunder. The Companyhas received a notice in writing from a member under Section 160 of the Companies Act2013 and Rules thereof including amendments thereunder proposing the candidature of Mr.Amber Chaurasia for the office of Director of the Company.

During the year under review and pursuant to 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:08763920) appointed as an AdditionalIndependent Director of the Company with effect from 24th July 2020. Dr. Smita Hajariaged about 42 year has a rich experience of 19 years in the field of academics andadministration. She has specialization in the field of industrial administration andcorporate management. The members of the Company in their last AGM held on 14th October2020 have confirmed and regularized appointment of Dr. Smita Hajari (DIN 08763920) asNon-Executive Independent Director of the Company for a term of 5 consecutive years upto23rd July 2025.

During the year under review Mr. Ajay Shrivastava (ACS no. 41817)appointed as Company Secretary and Compliance Officer of the Company with effect from 24thJuly 2020.

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

In compliance with Section 149(7) of the Act all Independent Directorshave given declaration that they meet the criteria of independence as laid down underSection 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

A statement regarding opinion of the Board with regard to IntegrityExpertise and Experience (including the proficiency) of the Independent Directorsappointed during the year:

The Members of the Company in the Annual General Meeting held on 14thOctober 2020 had approved the appointment of Dr. Smita Hajari as Independent Director forthe term of 5 consecutive years with effect from 24th July 2020.

Other than the above there are no other appointment / re-appointmentof Independent Directors of the Company in the Financial Year 2020-21.

22. Internal Financial Controls

The Company believes that internal control is necessary principle ofprudent business governance that freedom of management should be exercised within aframework of appropriate checks and balances. The Company remains committed to ensuring aneffective internal control environment that inter alia provides assurance on orderly andefficient conduct of operations security of assets prevention and detection offrauds/errors accuracy and completeness of accounting records and the timely preparationof reliable financial information.

The Company's independent and Internal Audit processes both atthe Business and Corporate levels provide assurance on the adequacy and effectiveness ofinternal controls compliance with operating systems internal policies and regulatoryrequirements.

The Financial Statements of the Company are prepared on the basis ofthe Significant Accounting Policies that are carefully selected by management and approvedby the Board. These in turn are supported by a set of divisional Delegation Manual &Standard Operating Procedures (SOPs) that have been established for individual units/areas of operations.

The Company uses SAP Systems as a business enabler and also to maintainits Books of Account. The SOPs in tandem with transactional controls built into the SAPSystems ensure appropriate segregation of duties tiered approval mechanisms andmaintenance of supporting records. The systems SOPs and controls are reviewed by Seniormanagement and audited by Internal Auditor whose findings and recommendations are reviewedby the Audit Committee of Board of Directors and tracked through to implementation.

The Company has in place adequate internal financial controls withreference to the Financial Statements. Such controls have been tested during the year andno reportable material weakness in the design or operation was observed. Nonetheless theCompany recognizes that any internal financial control framework no matter how welldesigned has inherent limitations and accordingly regular audit and review processesensure that such systems 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 CorporateGovernance Report. The intervening gap between the Meetings was within the period asprescribed under the Companies Act 2013.

24. Committees of the Board

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

25. Familiarization Programme

The Company has conducted the programme through its Managing DirectorWhole-time Director Company Secretary and other Senior Managerial Personnel tofamiliarize the Independent Directors with Company in following areas:- Familiarizationwith 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 theCompany's website at the link: https://texmopipe.com

26. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 is applicableto the Company from this financial year accordingly the Company has developed andimplemented Corporate Social Responsibility initiatives. The Board in its meeting held onOctober 28 2020 adopted Corporate Social Responsibility (CSR) Policy of the Company andthe composition of the CSR Committee is as under:

1. Dr. Smita Hajari Chairperson

2. Mr. Sanjay Kumar Agrawal Member

3. Mr. Parvez Anjum Member

The Report on CSR activities is annexed herewith as Annexure - E.

27. BOARD EVALUATION:

Pursuant to provisions of the section 134(3)(p) 149(8) and Schedule IVof the Companies Act 2013 and Regulation 17 of SEBI Listing Regulations annualperformance evaluation of Directors as well as of the Audit Committee Nomination &Remuneration Committee and Stakeholders' Relationship Committee of the Board has beencarried out.

The performance evaluation of the Independent Directors was carried outby the entire Board and the Performance Evaluation of Chairman and Non-IndependentDirectors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has beenprovided in the Corporate Governance Report

28. Corporate Governance

The Company continue to imbibe and emulate the best corporategovernance practices aimed at building trust among all stakeholders - shareholdersemployees customers suppliers and others. The Company believes that fairnesstransparency responsibility and accountability are the four key elements of corporategovernance. The Corporate Governance Report presented in a separate section forms anintegral part of this Annual Report as Annexure - F.

29. Details of establishment of vigil mechanism for directors andemployees

The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Regulations includes an Ethics & ComplianceTask Force comprising senior executives of the Company. Protected disclosures can be madeby a whistle 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.During the 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 allDirectors & KMPs etc in accordance with provisions of section 178 of Companies Act2013 and Rules made thereunder and other applicable provisions of Companies Act 2013provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 toharmonize the aspirations of human resources consistent with the goals of the Company.Board of Directors of the Company approved and updated the said policy as and whenrequired. The same may be accessed on the Company's website at: https://texmopipe.com

The Nomination and Remuneration Committee works with the entire Boardto determine the appropriate characteristics skills and experience required for the Boardas a whole and for individual members. Members are expected to possess the requiredqualifications integrity expertise and experience for the position. They should alsopossess the deep expertise and insights in sectors / areas relevant to the Company andability to contribute to the Company's growth.

31. Risk Management Policy

The Company like any other enterprise is exposed to business riskwhich can be an internal risks as well as external risks. One of the key risks faced bythe Company in today's scenario is the wide and frequent fluctuations in the pricesof its raw material. Any further increase in prices of raw materials could create a strainon the operating margins of the Company. Inflationary tendencies in the economy anddeterioration of macroeconomic indicators can impact the spending power of the consumerbecause of which down trading from branded products to non-branded can occur which canaffect the operating performance of the Company.

Any unexpected changes in regulatory framework pertaining to fiscalbenefits and other related issue can affect our operations and profitability.

However the Company is well aware of the above risks and as part ofbusiness strategy has put in mechanism to ensure that they are mitigated with timelyaction. The Company has a robust Business Risk Management (BRM) framework to identifyevaluate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company'scompetitive advantage.

In the opinion of the Board of Directors none of the aforementionedrisks affect and/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 transferto Investor Education 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 ofthis Board's report as Annexure - G.

34. Directors' Responsibility Statement

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

(i) In the preparation of the annual accounts for the financial year2020-21 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(ii) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(iii) The directors had 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;

(iv) The directors had prepared the annual accounts on a going concernbasis;

(v) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

(vi) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

35. Material changes and commitments affecting the financial positionof the Company.

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

36. Details of significant and material orders passed by the regulatorsor courts or tribunal

There were no significant and material orders passed by the regulatorsor courts or tribunal impacting the going concern status and Company's operations infuture.

37. Code of Conduct

The Board has adopted the Code of Conduct for members of the Board andSenior Management personnel of the Company. The Code lays down in details the standardsof business conduct ethics and governance. The compliance of the same has been affirmedand a 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 2015 the Company hereby confirms that it has obtained from all the Membersof the Board and senior management personnel affirmations that they have complied withthe code of conduct in respect of financial year ended on March 31 2021.

38. Anti-sexual harassment policy

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Committee has been set up to redress the complaintsreceived regarding sexual harassment at workplace. All employees including trainees arecovered under this policy.

The following is the summary of sexual harassment complaints receivedand disposed off during the current financial year.

Number of Complaints pending at the beginning of the financial year:Nil Number of Complaints received during the financial year: Nil Number of Complaintsdisposed off during the financial year: Nil Number of Complaints pending at the end offinancial year: Nil

39. Acknowledgement

Your Directors would like to gratefully acknowledge and place on recordtheir sincere appreciation for the cooperation and assistance received from itsstakeholders advisors valued customers suppliers banks consultants financialinstitutions government authorities and stock exchanges. The Directors also wish to placeon record their sincere appreciation of the devoted and dedicated services rendered by allExecutives Staff Members 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: 13.08.2021

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