The Board of Directors are pleased to present the 14th Annual Report of the Companyalong with the Audited Financial Statements for the year ended 31st March 2020.
1. Financial Results:
(^ In lacs)
|Particulars ||Year ended March 2020 ||Year ended March 2019 |
|Total Income ||7375.88 ||15038.49 |
|Profit /(Loss) before exceptional/extraordinary items Depreciation and Tax ||275.41 ||1256.42 |
|Less: Depreciation for the year ||519.55 ||634.24 |
|Profit /(Loss) before exceptional/ extraordinary items and tax ||(244.14) ||622.18 |
|Less: Exceptional & Extraordinary Items ||2.22 ||3.12 |
|Profit / (Loss) before Tax ||(246.36) ||619.06 |
|Provision for: || || |
|- Current Tax ||- ||- |
|- Deferred Tax ||- ||- |
|Profit / (Loss) after Tax ||(246.36) ||619.06 |
|Comprehensive Income ||(7.21) ||0.96 |
|Profit / (Loss) for the F.Y ||(253.57) ||620.02 |
During the financial year ended March 31 2020 your Company recorded a turnoverof Rs. 7375.88 Lacs as compared to the turnover of Rs. 15038.49 Lacs recorded during theprevious financial year ended March 31 2019. The Net loss of your Company for thefinancial year ended March 31 2020 stood at Rs. (253.57) lacs as against the Net profitof Rs. 620.02 lacs for the financial year ended March 31 2019.
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 the non-availability of the Government tenders in an appropriatenumber the Company has incurred losses for the previous year ended 31st march2020. The company believes to continue doing well in the coming financial year. Nocapacity expansion took place during the year.
In the beginning of financial year 2020-21 the company is also planning to diversifyits business in the Medical Segment also i.e. manufacturing and trading of PPE Kits alltypes of Mask including 3 ply and N-95 U.V. Stabilizer and Sanitizers. In order tofulfill this purpose the company had already set up a few machineries on its plant.
This was with a view to address the growing requirement of hand sanitizers forincreased protection and assist the Government in fighting against the COVID-19 pandemic.
3. Business Impact of COVID-19
The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly
Due to this limited operability of transportation during Lockdown Company wasincapable to dispatch the orders to their respective customers on real time. AndGovernment has also stopped to issue new tenders because of lack of funds which made asignificant loss to the company. Since May 2020 the Company started resuming operationsin its manufacturing plants after taking due care of Government Guidelines.
By staying true to its purpose and its values the top-most priority for the Companywas to ensure the safety of its Employees. The Company has taken several measures toensure their well-being including leveraging the power of technology to enable them towork from home.
Standing by its core commitment the Company is navigating through these unprecedentedtimes by building stronger and deeper relationships with consumers and its partners. TheCompany is supporting various Government Initiatives and helping communities around tofight the pandemic. Detailed information on the same has been included under theManagement Discussion & Analysis report forming part of this Annual Report.
4. Change in Nature of Business
During the year under review there is no change in the nature of business.
5. Transfer to Reserves:
The Board of Directors of your Company has not transferred any amount to the Reservesfor the year under review.
6. Investor Education and Protection Fund:
During the year under review Company has not transferred any amount to the Investorand Education protection Fund (IEPF).
The Company has no surplus during the year. Hence no dividend has been recommended bythe Board of Directors of the Company.
8. Significant and Material Orders
One legal cases was pending before Economic Offence Court Jaipur against the directorsand company for violation of section 295 of the Companies Act 1956. In this regard thecompany had made application to Regional Director (RD)-Western Region Ahmedabad forcompounding of offence under section 441 of Companies Act 2013. After considering all therelevant facts & circumstances submitted by concerned parties to this case the R.D.had passed the order for compounding the offense on payment of compounding fees of Rs.15000 (Rupees Fifteen Thousand Only) by each applicant for each financial year.
Accordingly the compounding fees had also been paid by the applicants as required inthe R.D. order. amounting of Rs. 120000/-(Rupees One Lakh twenty thousand only) in totalby all the applicants. E-Form INC-28 had also been filed on 19th September2019 regarding of this R.D. order.
9. Issue of Shares by way of Preferential Allotment:
During the Financial Year 2017-18 the company has issued 50 lacks (Fifty lacks)warrants on preferential basis to the Promoter and Promoter Group viz Tijaria IndustriesLimited Mr. Ramesh Jain Tijariya Mr. Vardhman Jain Tijaria Mr. Arihant Tijaria and Ms.Vratika Jain pursuant to conversion in equity shares which has been converted into EquityShares in the below mentioned manner:
IN THE YEAR 2018-19
|Warrants ||Date of Conversion of warrants into Equity Shares ||Warrant Holders ||Shares Allotted by conversion |
|1533000 ||16.05.2018 ||Mr. Vardhman Jain Tijaria ||441000 |
| || ||Mr. Arihant Jain Tijaria ||441000 |
| || ||Tijaria Industries Limited ||651000 |
| || ||Total ||1533000 |
|1562500 ||13.09.2018 ||Mr. Vardhman Jain Tijaria ||559000 |
| || ||Mr. Arihant Jain Tijaria ||59000 |
| || ||Mr. Ramesh Jain Tijaria ||503500 |
| || ||Ms. Vratika Jain Tijaria ||441000 |
| || ||Total ||1562500 |
IN THE YEAR 2019-20
|Warrants ||Date of Conversion of warrants into Equity Shares ||Warrant Holders ||Shares Allotted by conversion |
|1904500 ||01.10.2019 ||Ms. Vratika Jain Tijaria ||59000 |
| || ||Mr. Ramsh Jain Tijaria ||496500 |
| || ||Tijaria Industries Limited ||1349000 |
| || ||Total ||1904500 |
Company has converted all the issued warrants into Equity shares up to 04thOctober 2020 which was the last date of converting the issues warrants mentioned in therelevant agreement. Thus the company has complied with all the terms & Conditionsstipulated in the Warrant Agreement.
TERMS & CONDITIONS OF ISSUED WARRANTS
|Date of Member Approval in EGM ||22nd Feb 2018 |
|Date of issue of warrants ||05.04.2018 |
|Number of Warrants issued ||50 Lakhs |
|Time period for Conversion ||18 months from the date of issue. |
|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 Tijariya Mr. Vardhman Jain Tijaria Mr. Arihant Tijaria Ms. Vratika Jain Tijaria and M/s Tijaria Industries Limited |
10. 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.
11. 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.
12. Material Changes and Commitments:
Other than stated elsewhere in this report there are no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this report.
13. 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.
14. 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.
15. Meeting of Board of Directors & Its Committees:
During the year board of directors of your company met Six (6) 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.
16. Directors and Key Managerial Personnel(s):
Following directors were associated with the Company as on 31st March 2020
|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 |
|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 ||Mr. Devendra Sharma ||Director ||Independent Non-Executive*1 |
|8 ||Ms. Khushi Nagrath ||Additional Director ||Independent Non-Executive*2 |
* Mr. Praveen Jain Tijaria (DIN: 00115002) Whole time Director of the Company shall beretire by rotation at the ensuing Annual General Meeting and being eligible offersthemselves for re appointment. Your Directors have recommend his re-appointment. Briefprofile of Mr. Praveen Jain Tijaria is given in the explanatory statement of Notice.
* Ms. Abhilasha Jain (DIN: 06955963) Independent & Non-Executive Director has beenceased to be director on the board w.e.f. 28.08.2019 and in place of her Ms. KhushiNagrath has been appointed as an Additional Director in the category of Independent &Non-Executive Director w.e.f. 11.11.2019 and going to be regularize in this ensuing Annualgeneral meeting.
* Mr. Devendra Sharma has resigned from the position of Independent & Non-ExecutiveDirector w.e.f. 03.06.2020.
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.
Key Managerial Personnel
During the year Ms. Ruchi Gupta Company Secretary and Compliance Officer has resignedfrom the company w.e.f. January 18 2020 and in her place Ms. Ankita Khandelwal wasappointed as Company Secretary and Compliance Officer w.e.f. 15.06.2020 in the BoardMeeting held on June 30 2020.
17. 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.
By the General Circular No. 11/2020 - MCA in order to support and enable Companies andLimited Liability Partnerships (LLPs) in India to focus on taking necessary measures toaddress the COVID-19 threat including the economic disruptions caused by it somemeasures have been implemented by the Ministry of Corporate Affairs to reduce theircompliance burden and other risks includes the relaxation of not required to hold at leastone meeting without the attendance of Non independent directors and members of management.For the financial year 2019-20 if the lDs of a company have not been able to hold such ameeting the same shall not be viewed as a violation.
Accordingly no Independent Director's meeting held during the financial Year 2019-20.
18. 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.
19. 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 Independent Directors shall receive remunerationonly by way of sitting fees as may be decided by the Board from time to time under theprovisions of the Companies Act 2013. The Nomination and Remuneration Committee shallmake such recommendations to the Board of Directors as it may consider appropriate andtaking into consideration the required factors. Any fees paid to Independent Directors forprofessional services shall not be considered as part of remuneration subject to theprovisions of the Companies Act 2013.
b. Non-Executive Directors and Independent Directors shall be reimbursed expensesincurred in attending Board / Committee Meetings.
c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remunerationas per Company's Policy subject to compliance with the provisions of the Companies Act2013.
20. 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.
21. 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.
22. Particulars of Contracts or Arrangements with Related Parties
All contracts arrangements and transactions entered by the Company with relatedparties during FY 19-20 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 the Standalone financial statements.
The policy on dealing with related party transactions is available on the Company'swebsite at www.tijaria- pipes.com
23. 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.
24. 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 this report.
During the period under review The Managing/Whole time Director of the company was notin receipt of any commission from the company.
25. 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. Statutory Auditors in their report hasalso expressed their opinion on internal financial control with reference to the financialstatements which is self-explanatory.
I. Statutory Auditors and their Report:
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with Rule 3of the Companies (Audit and Auditor) Rules 2014 on the recommendation of Audit Committeeand Board of Directors of the company M/s Amit Ramakant & Co. Chartered Accountants(Firm Registration No. 009184C) be and are hereby re-appointed as Statutory Auditors ofthe Company for the Financial year 2020-21 who shall hold office from the conclusion ofthis 14th Annual General Meeting until the conclusion of 19th Annual General Meeting ofthe Company at a remuneration to be decided by the Board of Directors in consultation withthe Auditors."
The Report of Statutory Auditor M/s Amit Ramakant & Co. Chartered Accountants onfinancial statements for the year ended 31st March 2020 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.
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 2019-20. Theirreport in Form MR-3 for the financial year ended March 31 2020 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 30.06.2020 the Board of Directors has reappointed M/sNaredi Vinod & Associates Company Secretary in Practice to undertake the SecretarialAudit of the Company for the financial year 2020-21.
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 Bikram Jain & Associates Cost Accountants having FirmRegistration No. 101610 for the Company for the financial year ending 31st March 2021 at aremuneration of Rs. 30000. A proposal for ratification of remuneration of the CostAuditor for the financial year 2020-21 is placed before the shareholders. The Report ofthe Cost Auditors for the financial year ended 31st March 2020 is under finalization andshall be filed with the Ministry of Corporate Affairs within the prescribed period. Theprovisions of Section 148(1) of the Companies Act 2013 are applicable to the Company andaccordingly the Company has maintained cost accounts and records in respect of theapplicable products for the year ended 31st March 2020.
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 2019-20 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 30.06.2020 the Board of Directors has reappointed M/sAnirudh Kumar & Co. Chartered Accountants as an Internal Auditor of the Company forfinancial year 2020-21.
27. Corporate Social Responsibility:
During the financial year 2019-20 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.
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 precedingfinancial years are as follows:
|Financial Year ||Net profit/loss (Rs. In Lakhs) |
|2019-20 ||(253.57) |
|2018-19 ||620.02 |
|2017-18 ||(2443.63) |
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.
28. 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.
29. 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.
30. Order of the Court
One legal cases was pending before Economic Offence Court Jaipur against the directorsand company for violation of section 295 of the Companies Act 1956. In this regard thecompany had made application to Regional Director (RD)-Western Region Ahmedabad forcompounding of offence under section 441 of Companies Act 2013. After considering all therelevant facts & circumstances submitted by concerned parties to this case the R.D.had passed the order for compounding the offense on payment of compounding fees of Rs.15000 (Rupees Fifteen Thousand Only) by each applicant for each financial year.Accordingly the compounding fees had also been paid by the applicants as required in theR.D. order. amounting of Rs. 120000/-(Rupees One Lakh twenty thousand only) in total byall the applicants. E-Form INC-28 had also been filed on 19th September 2019 regarding ofthis R.D. order.
31. Subsidiary Associate or Joint Venture
Company has no subsidiary associate or joint venture companies.
32. 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 familiarization programmes have been disclosed on the Company website at www.tiiariapolypipes.com
33. 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.
34. 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 2020 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.
35. 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 |
|Place: Jaipur ||Alok Jain Tijaria ||Vineet Jain Tijaria |
|Date: 14th August 2020 ||Managing Director ||W.T.D. & C.F.O. |
| ||DIN:00114937 ||DIN:00115029 |