Mukat Pipes Ltd Directors Report

Dear Members,

Your Directors present their 37th Annual Report together with the Audited Statement of Accounts of your Company for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS:

Particulars	Current year (2023-24)	Previous year (2022-23)
	(Rs. in Lacs)	(Rs. in Lacs)
Sales (Including Excise)	629.70	330.79
Other Income from operations	51.30	41.62
Total	680.99	372.41
Profit/(Loss) before Interest, Depreciation & Tax	56.87	14.78
Less: Interest	14.52	14.39
Less: Depreciation	12.65	12.88
Profit/(Loss) before Tax	29.70	(12.49)
Taxation (Earlier Years) Prior period Adjustment (Income/(Expenses):	NIL	NIL
Extra-ordinary/Exceptional Items Income/ (Expenditu re)	NIL	NIL
Profit after Tax	29.70	(12.49)
Tax Payment &Others	0.00	(14.47)
Balance of Profit/(Loss) brought forward	(1655.83)	(1628.86)
Balance of Profit/(Loss) carried to Balance Sheet	(1618.84)	(1655.83)

The Company does not have adequate working capital due to accumulated losses. Therefore, the company is doing job work. The total production during the year was 2112.664 MT. Out of this 1458.244 was by way of Job work which is 69% of the total production. The profitability from the operation of job work is comparatively low. The risk anagement of borrowing working capital funds is very high and has an implication of financial cost. This decreases the cost competitiveness. This is a point of appreciation for the company that there is a profit of Rs.29.70 Lacs for the F.Y 2023-2024. The company hope that this will also continue in the next F.Y. 2024-2025. The operation of the company has kept the company as a going concern.

DIVIDEND:

In view of inadequate profit during the year and accumulated losses, the Board decided not to recommend any dividend for the year under review.

CAPITAL AND RESERVES:

During the year under review, your Company did not transfer any amount to the Reserves. The company has not issued any type of equity during the year.

OPERATION:

The annual production of the Company was 2112.664 MT. Out of this 1458.244 was by way of Job work. The Company is operating in profit.

FUTURE OUTLOOK:

The Large dia M.S. Pipes sector has a promising future for the growth of this sector. The steel pipe sector is going to receive new & sufficient orders for its growth through development infrastructure projects which have been reflected in the fiscal policy of the Government.

ANNUALRETURN:

The Company has placed a copy of annual return on its website at

https://mukatpipes.com/index.php/information/annual-return

BOARD OF DIRECTORS AND KEY MANAGERIAL:

The Board of Directors, along with its committees provides leadership and guidance to the Companys Management and directs, supervises and controls the activities of the Company. The size of the Company commensurate with its size and business operations. The Board strength is six Directors comprising two Executive Directors, one Non-Executive Director and three Independent Directors.

Composition of the Board of the Company:

Name of the Director(s)	Category
Mr. Roopinder Singh	Chairman (Executive Director)
Mrs. Sandeep Kaur Ahluwalia	Whole Time Director
Mrs. Mandeep Ahluwalia Pahwa	Non-Executive Director
Mr. Kamal Jain	Independent Director
Mr. Amrik Singh Grewal	Independent Director
Mr. Atul Rajkumar Bali	Independent Director

DETAILS ABOUT DIRECTORS AND KMPs WHO WERE APPOINTED/ RESIGNED DURING THE FINANCIAL YEAR:

There was no change in the Board of Directors and KMPs during the period under review.

The Board further wish to inform that the current tenure of Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Kamal Jain (DIN:02229015) as the Independent Directors of the Company will expire on 30th September, 2024 and accordingly, they would cease to be Directors thereafter. Further, in view to comply with the provisions of the Companies Act, 2013 and the SEBI LODR Regulations and on recommendations of the Nomination and Remuneration Committee, it has been proposed, subject to approval of the members, to appoint Mr. Atamjeet Singh (DIN: 10654746) and Ms. Gunjan Jain Juneja (DIN: 10710037) as Non-Executive Independent Director(s)for a period of 5 years with effect from 01.10.2024. A suitable resolution for their respective appointment is included in the Notice of the 37th Annual General Meeting of the Company for seeking Members approval. The brief profile and other particulars of the proposed appointees are forming part of the Notice and Explanatory Statement.

DIRECTOR RETIRING BY ROTATION:

Pursuant to the Provisions of the Companies Act, 2013, Mrs. Mandeep Ahluwalia Pahwa (DIN:01355511) retires by rotation and being eligible offers herself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD:

During the year, 4 (FOUR) Board Meetings were duly convened and held. These were held on 18-05-2023, 09-08-2023, 08-11-2023 & 06-02-2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Names of the Directors	Number of Board Meetings Attended
Mr. Roopinder Singh	3
Mrs. Sandeep Kaur Ahluwalia	3
Mrs. Mandeep Ahluwalia Pahwa	4
Mr. Kamal Jain	4
Mr. Amrik Singh Grewal	4
Mr. Atul Rajkumar Bali	4

COMMITTEES

I) Audit Committee:

Being a listed Company, the Company had already constituted its Audit Committee consisting of Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Roopinder Singh (DIN: 01239483).

During the year under review Four (4) Meetings were held of Audit committee.

Names	Number of Audit Committee Meetings Attended
Mr. Amrik Singh Grewal	4
Mr. Roopinder Singh	3
Mr. Kamal Jain	4

II) Nomination and Remuneration Committee:

Being a listed Company, the Company had already constituted its Nomination and Remuneration Committee consisting of Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Atul Rajkumar Bali (DIN: 01619548) of the Company.

During the year under review One (1) Meeting was held of Nomination and Remuneration Committee.

Names	Number of Nomination and Remuneration Committee Meetings Attended
Mr. Amrik Singh Grewal	1
Mr. Atul RajKumar Bali	1
Mr. Kamal Jain	1

III) Stakeholders Relationship Committee:

Being a listed Company, the Company had already constituted its Stakeholders Relationship Committee consisting of Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Roopinder Singh (DIN: 01239483).

During the year under review one (1) Meeting was held of Stakeholder Relationship Committee.

Names	Number of Stakeholder Relationship Committee. Meetings Attended
Mr. Amrik Singh Grewal	1
Mr. Kamal Jain	1
Mr. Roopinder Singh	1

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual financial statements for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The Company has framed a policy on familiarization program for Independent Directors.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management Personnel and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the prescribed details are annexed as "Annexure 1" to this report.

INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year under review, no employee was employed who was in receipt of aggregate remuneration exceeding Rupees One Crore and Two Lakh for the year or exceeding Rupees Eight Lakhs and Fifty Thousand per month for any part of the year.

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details in terms of Sub-Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report and is annexed as "Annexure 2" to this Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committee by filling a structured questionnaire.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year, the Company has not given any loans or guarantees or has made any investments u/s 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Transactions entered with Related Parties for the year under review are strictly done on arms length basis and in the ordinary course of business. The Company presents full details of transactions of all related party before the Audit Committee, specifying the nature, value and terms & conditions of the transactions. Transactions with related parties are conducted in a transparent manner with the interest of the Company and stakeholders at utmost priority.

The details of material transaction with related party in Form AOC-2 is annexed herewith as "Annexure 3"

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

In order to attain the corporate objectives, strict internal controls systems were implemented across the organization. The appointment of internal auditor is done as per norms of Company Act, 2013.The Audit Reports of the internal auditor on quarterly basis has been evaluated and assessed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations on regular basis. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks. Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Provisions of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V is not applicable to the Company, as the Companys Paid up share capital & Net worth is below the limits specified.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014, is annexed as "Annexure 4" to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Board of Directors of the Company has not designed any Risk Management Policy. However, the Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are low profitability, low scale production and sluggish demand for the products of the company. The company is continuously making efforts to address the said risk.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevant Rules framed thereunder as the said provisions were not applicable to the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Gurpreet Kaur & Associates, Chartered Accountants, Patiala (FRN: 015358N) were appointed as Statutory Auditors of the Company for a 2nd term of 5 years i.e. from the conclusion of 35th AGM until the conclusion of 40th AGM.

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

The qualification/ remarks made by the Statutory Auditors in their Report under the head Key audit matters and the management response thereto have been fully clarified/ explained in the Auditors Report and does not require any further explanation/ clarification Save and except above, there is no qualification and reservation pointed out by the Auditor.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the year under review there were no incidences of fraud reported by Auditors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Yogita of M/s. Yogita & Associates, Company Secretaries, Rajpura Town, Patiala to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form No. MR-3 is annexed as "Annexure 5" to this report.

EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HER REPORT:

Auditors qualifications, reservations or adverse remarks in the Secretarial Audit Report	Directors comments on qualifications, reservations or adverse remarks of the Secretarial Auditor
The company has yet to transfer Rs. 11.41 Lacs on account of unpaid dividend to Investor Education and Protection Fund under section 124 of the Company Act, 2013.	Out of 11.41 Lacs an amount of Rs. 8.8 0 Lacs has already been transferred to deaf account of RBI by Punjab National Bank. An amount of Rs. 333450/- is outstanding in Dividend Account No. 111511001114 with Dena Bank Branch (DP -ID - IN 300386), Capital Market Branch, 17, Horniman Circle, Mumbai -23 (Now Bank of Baroda). Inspite of reminders Investor Education Protection Fund (IEPF) Authorities has not responded.
The company does not have record of shareholders to whom the unpaid dividend amount belongs to.	The company has several times approached Investor Education Protection Fund (IEPF) through emails to know the procedure to transfer the above said unpaid dividend amount to IEPF in the absence of names of shareholders and other concerned records needed in the matter. The Company have not received any response from the IEPF authority. The company will pursue the matter with the IEPF authority to expedite the matter.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2 during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the code of conduct for employees and directors for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company. The Company also has Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

Employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e) read with Schedule-V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in this Annual Report for the year under review and is annexed as "Annexure 6" to this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Company had filed two appeals in suit of M/s. Modern Construction Co. v/s Mukat Pipes Limited against the Order passed by the Civil Court, Gujarat in the Honble Gujarat High Court. The proceedings for adjudication is going on. The company has filed appeal against order of Commissioner Excise before CSTAT and the same is pending for decision.

MAINTENANCE OF COST RECORDS:

During the year under review the Company was not required to maintain the Cost records as specified by the Central Government under Section 148 of the Companies Act, 2013.

COMPANYS POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance for sexual harassment at workplace and accordingly due care is always taken in respect of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

No complaints were received during the year and there is only one female employee.

Further, necessary steps are being taken by the Board for complying with provisions of the said Act including constitution of Internal Complaints Committee as referred in the said Act.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review there was no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI) DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review the company has not taken any loan from the Bank or FI, hence there was no such valuation done.

APPRECIATION

Your Directors place on record their appreciation for the co-operation of all the Staff and Officers, Shareholders of the Company, Bankers and look forward to their continued cooperation in future.

For MUKAT PIPES LIMITED
-sd-	-sd-
(SANDEEP KAUR AHLUWALIA)	(MANDEEP AHLUWALIA PAHWA)
Whole Time Director	DIRECTOR
(DIN:01355454)	(DIN:01355511)
Registered Office:
Flat No. 39, Parag Apartments,
7thFloor,J.P. Road, Versova,
Andheri (West), Mumbai 400 061
Place: Rajpura
Date: 13-08-2024