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Tijaria Polypipes Ltd.

BSE: 533629 Sector: Industrials
NSE: TIJARIA ISIN Code: INE440L01017
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VOLUME 2782
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VOLUME 2782
52-Week high 12.09
52-Week low 4.78
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tijaria Polypipes Ltd. (TIJARIA) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 15th Annual Report of theCompany along with the Audited Financial Statements for the year ended 31st March 2021.

1. Financial Results:

(RS. In lacs)

Particulars Year ended March 2021 Year ended March 2020
Total Income 6336.60 7375.88
Profit /(Loss) before exceptional/extraordinary items 924.21 275.41
Depreciation and Tax
Less: Depreciation for the year 476.46 519.55
Profit /(Loss) before exceptional/ extraordinary items and tax (1400.67) (244.14)
Less: Exceptional & Extraordinary Items 0.62 2.22
Profit / (Loss) before Tax (1401.29) (246.36)
Provision for:
- Current Tax - -
- Deferred Tax - -
Profit / (Loss) after Tax (1401.29) (246.36)
Comprehensive Income 8.32 (7.21)
Profit / (Loss) for the F.Y (1392.97) (253.57)

During the financial year ended March 31 2021 your Company recorded a turnover of Rs.6336.60 Lacs as compared to the turnover of Rs. 7375.88 Lacs recorded during the previousfinancial year ended March 31 2020. The Net loss of your Company for the financial yearended March 31 2021 stood at Rs. (1392.97) lacs as against the Net loss of Rs. (253.57)lacs for the financial year ended March 31 2020.

2. State of Company's Affairs and Future Outlook: State of Company's Affairs: India'seconomy faced unprecedented challenges from the COVID-19 pandemic which resulted in anegative growth in India's overall GDP. The Pipe Line Industry also affected due to theshutdown of various Government offices other commercial establishments and adoption ofWFH practice. The price of the Raw material used in manufacturing HDPE & PVC pipes hasalso been hiked due the unavailability of proper resources resulting a badly hit on theCompany's profit. However with a gradual relaxation in COVID restrictions and the phasedopening of the Indian economy there was an improvement in the turnover during the third& fourth quarter of the year under review. In this year Textile division's productMink Blanket did not well performed due to heavy burden of financial cost over FixedAssets.

As disclosed in the last Annual Report that your company has diversified its Businessinto the Textile Industry by entering into the Medical Segments. With its huge effortsthe company has generated a great turnover around 58 lacs on account of manufacturing 3Ply Masks during the year in this line. The company believes to continue doing well in thecoming financial year.

Future Outlook:

Your Company's performance for the year was also impacted adversely by lower volumesand price realization from Govt. Offices due to the disruptions caused by the CoVID-19pandemic. However we are of the firm belief that once the impact of the 2nd wave ofpandemic recedes your company will achieve a quick and smart rebound. The next wave ofCOVID-19 is likely to affect the performance of the company in the first quarter of thecurrent financial year. The increasing incidence of vaccination is inspiring the hope thatthe next infection surge (if at all) will be muted on account of the acceleratingvaccinations.

3. Deepening our Social Investments:

As a responsible corporate citizen and believing in serving the community around usduring this pandemic COVID-19 the company has took some initiatives toward this: (a) FreeN-95 Masks Distribution in the nearby needy person including in the Police Department. (b)Rs. 51000/- donated to “Builderass of India” for the Noble contribution towardsCOVID-19 relief. (c) Other needful efforts in the neighboring villages.

4. Cash Flow Analysis:

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and section 2(40) of the Companies Act 2013the cash flow statement for the year ended 31st March 2021 is included in the annualaccounts.

5. Change in Nature of Business

During the year under review there is no change in the nature of business.

6. Transfer to Reserves:

The Board of Directors of your Company has not transferred any amount to the Reservesfor the year under review.

7. Investor Education and Protection Fund:

During the year under review Company has not transferred any amount to the Investorand Education protection Fund (IEPF).

8. Dividend:

The Company has no surplus during the year. Hence no dividend has been recommended bythe Board of Directors of the Company.

9. Significant and Material Orders:

SEBI has passed adjudication order dated March 09 2021 against Mr. Alok Jain TijariaMr. Vikas Jain Tijaria Mr. Praveen Jain Tijaria and Mr. Vineet Jain Tijaria in the matterof IPO of Tijaria Polypipes Ltd. for the violation under Regulations 57(1) and 57(2) readwith Schedule VIII Part A (16) of SEBI (ICDR) Regulations 2009 and Regulations 59 60(4)and 60(7) (a) of the ICDR Regulations. In this order penal provisions are imposed againstabovementioned person under Section 15HB of the SEBI Act 1992 imposing penalty of Rs.200000/- at each person aggregating of Rs. 800000/- against of which the petitionfilling is under process by the company.

10. Issue of Shares by way of Preferential Allotment:

No preferential Allotment is made by the company during the F.Y. 2020-21.

11. 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.

12. Public Deposits :

Your Company has not accepted any deposits during the year within the meaning ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

13. Material Changes and Commitments:

The outbreak of corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Operations and revenue havebeen impacted due to COVID-19. The company is planning to lease Blanket and Pipe Unitalong with Plant & Machineries to M/s Vassa industries a related Partnership firm.The detailed information is accompanied with Notice of AGM.

14. 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.

15. 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.

16. Meeting of Board of Directors & Its Committees:

During the year board of directors of your company met Nine (9) 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.

17. Directors and Key Managerial Personnel(s):

A. Following directors were associated with the Company as on 31st March2021.

No. of Directors Name of Director Designation Category of Directorship
1 Mr. Alok Jain Tijaria Managing Director Promoter Executive
2 Mr. Vikas Jain Tijaria Whole-Time Director Promoter Executive*1
3 Mr. Praveen Jain Tijaria Whole-Time Director Promoter Executive
4 Mr. Vineet Jain Tijaria Whole-Time Director Promoter Executive
5 Mr. Vinod Patni Director Independent Non-Executive
6 Mr. Ravi Prakash Jain Director Independent Non-Executive
7 Ms. Khushi Nagrath Director (Women Director) Independent Non-Executive*2
8 Mr. Ankit Jain Director Independent Non-Executive*3

1) Mr. Vikas Jain Tijaria (DIN: 00114937) Whole time Director of the Company shall beretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re appointment. Your Directors have recommended his re-appointment. Briefprofile of Mr. Vikas Jain Tijaria is given in the explanatory statement of Notice.

2) Ms. Khushi Nagrath has been appointed as additional director in the Board meetingheld on 11.11.2019 and regularized in the Annual general Meeting held on 14.09.2020 as aDirector.

3) Mr. Ankit Jain has been appointed as Additional director in the Board meeting heldon 14.08.2020 and regularized also in the Annual general Meeting held on 14.09.2020 as aDirector.

B. Cessation during the year:

Mr. Devendra Sharma has been ceased from his Directorship w.e.f. 03.06.2020.

18. 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.

19. Key Managerial Personnel

Ms. Ankita Khandelwal was appointed as Company Secretary and Compliance Officer in theBoard Meeting held on June 30 2020.

20. 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 of the listed entity shall holdat least one meeting in a year without the presence of non-independent directors andmembers of the management and all the independent directors shall strive to be present atsuch meeting. Accordingly the Independent directors held their meeting on FridayFebruary 12 2021 and a. Reviewed the performance of Non-Independent Directors and theBoard as a whole; b. Reviewed the performance of the Chairperson taking into account theviews of Executive Directors and Non- Executive Directors; c. Assessed the qualityquantity and timelines of flow of information between the Company Management and theBoard.

21. Statement of 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.

22. 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 Directors and IndependentDirectors shall receive remuneration only by way of sitting fees as may be decided by theBoard from time to time under the provisions of the Companies Act 2013. The Nominationand Remuneration Committee shall make such recommendations to the Board of Directors asit may consider appropriate and taking into consideration the required factors. Any feespaid to Independent Directors for professional services shall not be considered as part ofremuneration subject to the provisions of the Companies Act 2013. b. Non-ExecutiveDirectors and Independent Directors shall be reimbursed expenses incurred in attendingBoard / Committee Meetings. c. Key Managerial Personnel and Senior Managerial Personnelshall be paid remuneration as per Company's Policy subject to compliance with theprovisions of the Companies Act 2013.

23. 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.

24. 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.

25. Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act 2013 and rules framedthere under a copy of the Annual Return has been placed at the Company's websitehttps://www.tijaria-pipes.com/.

26. 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-I' forming part of this report.During the period under review the Managing/Whole time Director of the company was not inreceipt of any commission from the company.

27. Particulars of Contracts or Arrangements with Related Parties:

All contracts arrangements and transactions entered by the Company with relatedparties during FY 20-21 were on an arm's length basis. During the year the Company didnot enter into any transaction contract or arrangement with related parties that could beconsidered material in accordance with the Company's policy on related party transactions.Accordingly the disclosure of related party transactions in Form AOC-2 is attachedherewith as Annexure II. However detailed disclosure on related party transactions as perIND AS-24 containing name of the related party and details of the transactions enteredwith such related party have been provided in the Notes the Standalone financialstatements. The policy on dealing with related party transactions is available on theCompany's website at www.tijaria-pipes.com.

28. 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 self-explanatory.

29. Auditors

I. Statutory Auditors and their Report:

The Shareholders of the Company at the 14th Annual General Meeting held on14th September 2020 appointed M/s Amit Ramakant & Co. CharteredAccountants (Firm Registration No. 009184C) as the Auditors of the Company for a period of5 years till the conclusion of 19th Annual General Meeting of the Company. TheReport of Statutory Auditor M/s Amit Ramakant & Co. Chartered Accountants onfinancial statements for the year ended 31st March 2021 does not contain anyqualification reservation adverse remark disclaimer or observations. Further in termsof section 143 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules2014 notifications/circulars issued by the Ministry of Corporate Affairs from time totime no fraud has been reported by the Auditors of the Company where they have reason tobelieve that an offence involving fraud is being or has been committed against the Companyby officers or employees of the Company. The report is self-explanatory and do not callfor any further clarification.

II. 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 2020-21. Theirreport in Form MR-3 for the financial year ended March 31 2021 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. In the Board meeting held on 28th June 2021 the Board ofDirectors has further appointed M/s Naredi Vinod & Associates Company Secretary inPractice to undertake the Secretarial Audit of the Company for the financial year 2021-22.

III. Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act 2013 and as per theCompanies (Cost Records and Audit) Rules 2014 and amendments thereof the Board on therecommendation of the Audit Committee at its meeting held on 30th June 2020 hasapproved the appointment of M/s Bikram Jain & Associates Cost Accountants havingFirm Registration No. 101610 for the Company for the financial year ending 31st March 2021at a remuneration of Rs. 30000 ratified by the Shareholders in the 14th Annualgeneral meeting held on 14th September 2020. But due to some severe healthissues Mr. Bikram Jain Proprietor of M/s Bikram Jain & Associates Cost Accountants(FRN: 101610) has resigned from the position of Cost Auditor of the Company w.e.f. 31stJanuary 2021 and in his place M/s Avnesh Jain & Co. Practicing Cost Accountants(Firm Registration No. 101048) has been appointed as the Cost Auditors for FY 2020-21 inthe Board meeting held on 12th February 2021 at the same remuneration.

The Report of the Cost Auditors for the financial year ended 31st March 2021 is underfinalization and shall be filed with the Ministry of Corporate Affairs within theprescribed period. The provisions of Section 148(1) of the Companies Act 2013 areapplicable to the Company and accordingly the Company has maintained cost accounts andrecords in respect of the applicable products for the year ended 31st March 2021.

IV. 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 2020-21 and they have completed andsubmitted the internal audit report for the period as per the scope defined by the AuditCommittee. In the Board meeting held on 28th June 2021 the Board of Directors hasappointed M/s AKSA AND COMPANY (FRN: 024925C) Chartered Accountants Jaipur as anInternal Auditor of the Company for financial year 2021-22.

30. Corporate Social Responsibility:

Pursuant to the requirement of Section 135 of the Companies Act 2013 a CorporateSocial Responsibility (CSR) Committee was constituted. The Company's Policy on CorporateSocial Responsibility is available on the website of the Company athttps://orientpaperindia.com/codespolicies.

Pursuant to section 139(5) every company referred to in sub-section (1) shall ensurethat the company spends in every financial year at least two percent of the average netprofits of the company made during the three immediately preceding financial years.Average net profits of the company made during the three immediately preceding financialyears are as follows:

Financial Year Net profit/(loss) (Rs. In Lakhs)
2020-21 (1392.97)
2019-20 (253.57)
2018-19 620.02

After calculating the average net profit of three immediately preceding financial yearsof your company as mentioned above it is showing that the company is incurring heavylosses. So your company doesn't need to spend the required expenditure on CSR activities.

31. 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.

32. 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 -III and forms part of this report.

33. Subsidiary Associate or Joint Venture

Company has no subsidiary associate or joint venture companies.

34. 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 programs. The details ofsuch familiarization programs have been disclosed on the Company website atwww.tijariapolypipes.com

35. 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.

36. 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 2021 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.

37. 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 framed thereunder. An Internal Complaints Committee (ICC) has been constituted and there were nocomplaints reported under the Act during the year.

38. Acknowledgment

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
Place: Jaipur Alok Jain Tijaria Vineet Jain Tijaria
Date: 27th August 2021 Managing Director W.T.D. & C.F.O.
DIN: 00114937 DIN: 00115029

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