Captain Pipes Ltd Directors Report.

Dear Member,

Your Directors have pleasure in presenting the 11th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2020.

1 Financial Results

The audited financial statements of the Company as on March 31, 2020 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and provisions of the Companies Act, 2013 ("Act”).

The Financial highlight is depicted below:

Particulars Year Ended on 31.03.2020 Year Ended on 31.03.2019
Revenue from operations 4,548.25 5,456.99
Other Income 25.96 21.42
Total Revenue 4,574.21 5,478.42
Operating and Administrative expenses 4,293.90 5,187.95
Operating Profit before finance costs, Depreciation and Tax 280.31 290.51
Less: Depreciation and Amortization expenses 88.92 87.77
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff 191.39 202.74
Less: Finance Costs 146.52 163.42
Less: Exceptional Item - -
Profit Before Tax (PBT) 44.87 39.28
Provision for Tax (Including Deffered Tax) 6.50 11.16
Profit after Tax 38.37 28.12
Other Comprehensive Income - -
Profit available for appropriation 38.37 28.12

2 PERFORMANCE HIGHLIGHTS:

A. REVENUE

During the year under review company has total revenue of Rs. 4574.21 lakhs as against the previous year turnover of Rs. 5478.42 lakhs which shows decrease of 16.50% in comparison with the previous year. Profit before tax increase by 14.23% as compared to previous year. The net profit after tax of the company increased by 36.45% with compared to previous year.

B OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs. 4293.90 Lakhs during FY 2019-20, as compared to previous financial year incurred of Rs. 5187.91 lakhs.

C DEPRECIATION AND AMORTISATION EXPENSES

The depreciation Expenses of Rs. 88.92 Lakhs during FY 2019-20, as compared to previous financial year incurred of Rs. 87.77 lakhs.

D FINANCE COST

The finance cost of Rs.146.52 Lakhs during FY 2019-20, as compared to previous financial year incurred of Rs. 163.42 lakhs . Decrease as compared to previous year.

E TOTAL PROFIT AFTER TAX FOR THE YEAR

Profit after tax for the year was 38.37 Lakhs as compared to Profit after tax of Rs.28.12 Lakhs in FY 2018-19. Increase as compared to previous year.

COVID-19 IMPACT

Products of our company fall under agriculture sector, essential nature of the industry and consequently the demand for our products to have limited impact of covid-19.

Due to the lockdown announced by the government of India from 22nd March 2020, entire operations of the company came to a halt. Further as per district collectors orders our plants resumed operations from 19th April 2020. Our business is closely linked to agriculture and because of the essential nature of the products/services; demand and sales have seen limited impact post resumption of production at our plants. Our plant at Shapar (Gujarat) remained closed for 26 days. However, the production activity has recovered post resuming operations. The supply chain was disrupted in view of lockdown during March-May 2020 due to closure of our plants and our vendors. However, the situation has improved materially in June 2020 with Central & states relaxing lockdown norms. There is no impact on internal financial controls due to the COVID-19 situation.

3 DIVIDENDS:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

4 MATERIAL CHANGES AND COMMITMENTS:

There are no material changes which have occurred between the end of financial year of the company and the date of this report.

5 FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

6 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A BOARD COMPOSITION

- Mr. Gopal D. Khichadia (Managing) Di rector),

- Mr. Kantilal M. Gedia (Whole Ti me Di rector),

- Mr. Chandrakant J. Gadhiya (Chief Financial Officer) and

- Mr. Je etkumar B. Raychcra (company Secretary) upto 30th May, 2019

- MS. Hetal Vacyaani rcompany Secretary) 01st June, 2019 to 26th September, 2019

- Ms. Hi maxi Bohra (compana Secretary) w. e.f. 21st October, 2019

are the Whole-time Key Managerial Personnel of the Company.

B DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. KANTILAL MANILAL GEDIA (DIN: 00127949), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. KANTILAL MANILAL GEDIA for your approval. Brief details of the Director, who is proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

C INDEPENDENT DIRECTORS AND THEIR MEETING:

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA”] as prescribed by the Ministry of Corporate Affairs under the relevant rules and that the online proficiency self-assessment test as prescribed under the said relevant rules is applicable to them and they will attempt the said test in due course of time.

7 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings :-

A that in the preparation of the annual financial statement, the applicable accounting standards

have been followed along with proper explanation relating to material departures, if any;

B that such accounting policies have been selected and applied consistently and judgment and

estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2020 and of the loss of the Company for the year ended on that date;

C that proper and sufficient care has been taken for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D That the annual financial statement have been prepared on a going concern basis;

E That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

F That proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.

8 BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

9 INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and

policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

10 RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arms length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.

11 AUDITORS & AUDITORS REPORT:

A AUDITORS DETAILS

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the

Company till the Conclusion of 12TH Annual General Meeting of the Company to be held for the financial year 2020-21. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2020-21.

B AUDITORS REPORT

In the opinion of the directors, the notes to the accounts in auditors report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

C COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2019-20 hence; no such audit has been carried out during the year.

D SECRETARIAL AUDIT REPORT

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure - B. The findings of the audit have been satisfactory.

12 CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as part of this Report as ANNEXURE E.

13 MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report as ANNEXURE D.

14 CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

15 DISCLOSURES:

A NUMBER OF BOARD MEETING

The Board of Directors met 9 (NINE) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure-A.

D VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company.

E PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

F SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

G CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

i CONSERVATION OF ENERGY

As required by Rule 8 to Companies (Account Rules, 2014),

- Company ensures that the manufacturing is conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption.

ii TECHNOLOGY ABSORPTION

Companys products are manufactured by using in house/domestic know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any expenses towards Research & Development.

iii FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not imported any raw materials, spare parts and components during the financial year and company has earned Rs. 7,36,57,637/- as a earning in foreign exchange (Export of goods calculated on FOB basis) and there was no foreign exchange outgo during the under review.

H PARTICULARS OF EMPLOYEES PERSONNEL

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure G and forms part of this Report.

I PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2019-2020.

J INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

K ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

L LISTING AND DEMATERIALIZATION

The equity shares of the Company are listed on the SME Platform of Bombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.

M CERTIFICATION OF STATUS OF DIRECTORS QUALIFICATIONS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF NONDISQUALIFICATION OF DIRECTORS annexed to this report.

N UNCLAIMED DIVIDEND

No unclaimed dividend in the accounts of the company because company still not declared any dividend.

16 ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.