The Board of Directors are pleased to present the 13 th Annual Report of the Companyalong with the Audited Financial Statements for the year ended 31st March 2019.
1. Financial Results:
(Amount in lacs)
|Particulars ||2018-19 ||2017-18 |
|Total Income ||15038.49 ||7775.35 |
|Profit /(Loss) before exceptional / extraordinary items ||622.18 ||(2427.89) |
|Profit / (Loss) before Tax ||619.06 ||(2440.76) |
|Provision for: || || |
|- Current Tax ||- ||- |
|- Deferred Tax ||- ||- |
|Profit / (Loss) after Tax ||619.06 ||(2440.76) |
|Comprehensive Income ||0.96 ||(2.87) |
|Profit / (Loss) for the F.Y ||620.02 ||(2443.63) |
During the financial year ended March 31 2019 your Company recorded a turnover ofRs.15038.49 lacs as compared to the turnover of Rs.7775.35 lacs recorded during theprevious financial year ended March 31 2018. The Net Profit of your Company for thefinancial year ended March 31 2019 stood at Rs.620.02 lacs as against the Net loss ofRs.2443.63 lacs for the financial year ended March 31 2018.
The detailed operational performance of the Company is provided in the ManagementDiscussion and Analysis Report' forming part of this Annual Report.
2. State of Company's Affairs and Future Outlook:
The Company continued its focus on HDPE and PVC pipes agricultural implements underthe brand name Vikas and Tijaria. Company has during the yearexecuted few supplies to infrastructure projects irrigation projects of the governmenttelecom companies and water resources. Company's mink blanket product did welldomestically. Due to focus on cutting cost achieving production efficiency and buildingbrand image to deliver results financial results of the company are positive in books.The Company believes to continue doing well in the coming financial year. No capacityexpansion took place during the year.
3. Change in Nature of Business
During the year under review there is no change in the nature of business.
4. Transfer to Reserves:
The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.
5. Investor Education and Protection Fund:
During the year under review Company has transferred an amount of Rs. 8940/- lying inunclaimed share application money account to the Investor and Education protection Fund(IEPF). Notice was duly sent to the concerned Investors to claim the amount but the samegot undelivered at the address available with us.
Keeping in view the requirement of funds for future expansions your directors did notrecommend any dividend for the year ended on March 31 2019.
7. Issue of Shares by way of Preferential Allotment:
During the year the company has issued 50 lacs warrants on preferential basis to thePromoter and Promoter Group pursuant to conversion in equity shares. Following are thesummary of allotment of warrants and their conversion:
|Date of Member Approval in EGM ||22nd Feb 2018 |
|Date of issue of warrants ||05.04.2018 |
|Number of Warrants issued ||50 Lakhs |
|Method of Allotment ||Allotment of Warrants on preferential basis to the Promoter and Promoter Group pursuant to conversion in Equity Shares |
|Issue Price basis of computation of issue price ||Issue price of Rs. 14.50/-. The price of the Equity shares was determined in accordance with the Regulation 165 of (ICDR)Regulations 2009 |
|Particulars of person to whom shares have been allotted ||The Equity shares have been allotted to the Promoter and Promoter Group namely Mr. Ramesh Jain Tijaria Mr. Vardhman Jain Tijaria Mr. Arihant Tijaria Ms. Vratika Jain Tijaria and M/s Tijaria Industries Limited |
|Shareholding of promoters and Promoter Group Prior to allotment ||57.67% |
|Date of Conversion of warrants into Equity shares and Number of warrants converted ||1533000 warrants on 16.05.2018 & 1562500 warrants on |
|Shareholding of promoters and Promoter Group Post allotment ||62.58% |
8. Particulars of Loans Guarantees or Investments:
Loans Guarantees and Investments covered under Section 186 of Companies Act 2013 formpart of the Notes to the financial statements provided in the Annual Report.
9. Public Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
10. Material Changes and Commitments
The Board of Directors of the Company at the Board meeting held on 15th May2019 approved the remuneration as recommended by the Nomination and RemunerationCommittee payable to Director of the Company namely Mr. Alok Jain Tijaria (MD) Mr.Vikas Jain Tijaria (WTD) Mr. Praveen Jain Tijaria (WTD) and Mr. Vineet Jain Tijaria (WTD)with effect from 01st May 2019 subject to approval of shareholders in ensuing GeneralMeeting of the Company. Details of remuneration is mentioned below:
|A. Mr. Alok Jain Tijaria: ||Rs. 1.00 Lac Per month |
|B. Mr. Vikas Jain Tijaria: ||Rs. 1.00 Lac Per month |
|C. Mr. Praveen Jain Tijaria: ||Rs. 1.00 Lac Per month |
|D. Mr. Vineet Jain Tijaria: ||Rs. 1.00 Lac Per month |
Perquisites and other facilities shall be given separately other than remuneration.
Except this no other material changes and commitments have occurred affecting thefinancial position of the Company after March 31 2019 till the date of this report.
11. Corporate Governance Report:
The Corporate Governance Report duly approved by the Board of Directors together withthe certificate from the Company Secretary in Practice confirming the compliance with therequirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of this Annual Report.
12. Directors' Responsibility Statement
Your Directors state that:
i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year and of the profitand loss of the Company for that period.
iii) They had taken proper and sufficient care 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) They had prepared the annual accounts on a going concern basis;
v) They laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.
vi) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
13. Meeting of Board of Directors & Its Committees
During the year board of directors of your company met eight times. For details ofComposition & Meetings of Board and its Committees please refer to the Report oncorporate Governance which forms part of this report. During the year no such instancesoccurred that the Board has not accepted any recommendation of the Audit Committee.
14. Directors and Key Managerial Personnel(s)
a. Independent Directors
During the year the following Directors have continued as Independent Directors of theCompany:
Mr. Ravi Prakash Jain
Mr. Vinod Patni
Mrs. Abhilasha Jain
Mr. Devendra Sharma
b. Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6) ofthe Companies Act 2013.
c. Key Managerial Personnel
During the year Mr. Vasu Ajay Anand Company Secretary and Compliance Officer resignedfrom the company w.e.f. October 10 2018 and in his place Ms. Ruchi Gupta was appointed asCompany Secretary and Compliance Officer w.e.f. October 24 2018.
15. Meeting of Independent Director
As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section149(8) of Companies Act 2013 the independent directors held their meeting on March 292019 and
a. Reviewed the performance of Non-Independent Directors and the Board as a whole;
b. Reviewed the performance of the Chairperson taking into account the views ofExecutive Directors and Non- Executive Directors;
c. Assessed the quality quantity and timelines of flow of information between theCompany Management and the Board.
16. Performance Evaluation by the Board
The Board of Directors of your company basis the procedures have evaluated its ownperformance and that of its Committees and Individual Directors.
17. Nomination and Remuneration Policy
A Nomination and Remuneration Policy has been formulated pursuant to Section 178 andother applicable provisions of the Companies Act 2013 and Rules applicable thereto. Thesaid policy may be referred at www.tijaria-pipes.com. The Brief of the Remuneration Policyas approved by the Board is given below:
a. The Non- Executive / Independent Director may receive remuneration by way of feesfor attending meetings of the Board or Committee thereof. Provided that the amount of suchfees shall not exceed the maximum amount as provided in the Act per meeting of the Boardor Committee or such amount as may be prescribed by the Central Government from time totime.
b. The remuneration / compensation / commission etc. to the ManagingDirector/Whole-time Director KMP and Senior Management will be determined by theCommittee and recommended to the Board for approval. The remuneration / compensation /commission etc. shall be subject to the prior/post approval of the Shareholders of theCompany and Central Government wherever required.
c. The remuneration and commission to be paid to the Managing Director/Whole-timeDirector shall be in accordance with the percentage / slabs / conditions laid down as perthe provisions of the Act.
d. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managing Director/ Whole-time Director or as laid down as perthe provisions of the Act.
18. Business Risk Management:
Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations andDisclosure Regulations) Regulations 2015 the constitution of Risk Management Committeeis not applicable on the Company. However pursuant to Regulation 17(9) of the saidRegulation read with Section 134(3)(n) of the Companies Act 2013 the Board regularlyidentify the business risk evaluates it and thereafter proper mechanism is adopted toovercome the business risk.
19. Vigil Mechanism
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) 2015 the Board has adopted vigil mechanism inthe form of Whistle Blower Policy to deal with instances of fraud or mismanagement ifany. The Policy can be accessed at the website of the Company at www.tijaria-pipes.com.
20. Particulars of Contracts or Arrangements with Related Parties
All contracts arrangements and transactions entered by the Company with relatedparties during FY 18-19 were in the ordinary course of business and on an arm's lengthbasis. During the year the Company did not enter into any transaction contract orarrangement with related parties that could be considered material in accordance with theCompany's policy on related party transactions. Accordingly the disclosure of relatedparty transactions in Form AOC-2 is not applicable. However detailed disclosure onrelated party transactions as per IND AS-24 containing name of the related party anddetails of the transactions entered with such related party have been provided in theNotes of Standalone financial statements. The policy on dealing with related partytransactions is available on the Company's website at www.tijaria-pipes.com
21. Extract of Annual Return:
The details forming part of the extract of the Annual Return in the prescribed FormMGT-9 is annexed herewith as Annexure-I.
22. Remuneration of Directors and Employees:
The disclosure pertaining to remuneration and other details of directors and employeesas required under section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and remuneration of Managerial Personal) Rules 2014 and theamendment thereof have been provided in the Annexure-II' forming part of thisreport. During the period under review The Managing/Whole time Director of the companywas not in receipt of any commission from the company.
23. Internal Financial Control:
There is an adequate system of internal financial control procedures which commensuratewith the size and nature of business. Audit Committee regularly reviews adequacy andeffectiveness of the Internal Controls and Systems followed by the Company. StatutoryAuditors in their report has also expressed their opinion on internal financial controlwith reference to the financial statements which is selfexplanatory.
a. Statutory Auditors and their Report:
The Report of Statutory Auditor M/s. Agrawal Jain & Gupta Chartered Accountantson financial statements for the year ended 31st March 2019 does not contain anyqualification reservation adverse remark disclaimer or observations. The report isself-explanatory and do not call for any further clarification. No fraud has been reportedby the Auditor.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. Naredi Vinod & Associates Company Secretary in Practiceto undertake the Secretarial Audit of the Company for the financial year 2018-19. Theirreport in Form MR-3 for the financial year ended March 31 2019 is provided asAnnexure-III to the report. The Secretarial Auditor's report does not contain anyqualification reservation adverse remark disclaimer or observations. The report isself-explanatory and do not call for any further clarification. No fraud has been reportedby the Auditor.
c. Cost Auditor
The Board of Directors on recommendation of the Audit Committee appointed M/s. BikramJain & Associates Cost Accountants having Firm Registration No. 101610 as CostAuditors to audit the cost accounts of the Company for the Financial Year 2019-20 in termsof the provisions of Section 148 of the Act.
In terms of the requirements of the said section the members are required to ratifyremuneration payable to the Cost Auditors. Accordingly resolution ratifying theremuneration payable to M/s. Bikram Jain & Associates will form a part of the Noticeconvening the 13th Annual General Meeting.
As per Section 148(1) of the Act the Company is required to maintain Cost Records.Accordingly Cost Records and Cost Accounts are duly maintained by the Company.
d. Internal Auditor
Pursuant to provision of Section 138 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s Anirudh Kumar & Co. Chartered Accountants asan Internal Auditor of the Company for financial year 2018-19 and they have completed andsubmitted the internal audit report for the period as per the scope defined by the AuditCommittee.
25. Corporate Social Responsibility:
During the financial year 2018-19 company met the criteria of applicability of CSRprovisions on the company. Pursuant to which company has constituted CSR Committee in itsfirst Board Meeting of Financial year 2019-20 held on 15th May 2019 as perthe provisions of section 135 and Schedule VII of the Companies Act 2013 and framed apolicy on Corporate Social Responsibility (CSR) approved by the Board of Directors andhas been displayed on the company's website at www.tijaria-pipes.com.
26. Human Resources:
Your Company continues to be employee centric focusing on their growth and spread ofknowledge to build and mature next level leadership. Further necessary help and supportis extended in case of emergency and on special occasions.
27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
A statement giving details of conservation of energy technology absorption and ForeignExchange Earnings and Outgo in accordance with Section 134(3) (m) of the Companies Act2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed hereto asAnnexure -IV and forms part of this report.
28. Order of the Court
There are no significant material orders passed by the Regulators or courts orTribunals impacting the going concern status and Company's operations in future.
29. Subsidiary Associate or Joint Venture
Company has no subsidiary associate or joint venture companies.
30. Familarisation Programme for Independent Director:
The company has familiarized the independent directors with the company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc. through various programmes. The details ofsuch familiarisation programme have been disclosed on the Company website atwww.tijaria-pipes.com
31. Management Discussion and Analysis Report:
In Compliance with Regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a separate section on Management Discussion and Analysisas approved by the Board of Directors forms part of this Annual Report.
32. Code of Conduct:
The Board of Directors have laid down the Code of Conduct for all Directors/SeniorOfficers of the Company. The Code ensures the prevention of dealing in Company's shares bypersons having access to unpublished price sensitive information. The Board Members andthe Senior Officers have affirmed their compliance with the Code of Conduct for the yearended March 31 2019 and a declaration signed by the Managing Director to this effect isattached and forms part of this Annual Report. The Code of Conduct is available on thewebsite of the Company www.tijaria-pipes.com.
33. Disclosure under Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013:
A policy has been framed and adopted for prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of Sexual Harassment of Womenat the Workplace (Prevention Prohibition and Redressal) Act 2013 and rules framedthereunder. An Internal Complaints Committee (ICC) has been constituted and there were nocomplaints reported under the Act during the year.
Your Directors take this opportunity to thank all Investors customers Vendors Banksand Government authorities for their continued support. Your Directors wish to place onrecord their appreciation of the valuable contribution made by the employees.
| || |
By Order of the Board of Directors
| || |
Tijaria Polypipes Limited
| ||Alok Jain Tijaria ||Vineet Jain Tijaria |
|Place: Jaipur ||Managing Director ||Whole-time Director |
|Date: 15.05.2019 ||DIN: 00114937 ||DIN: 00115029 |