To,
The Members
The Board of Directors of your Company take pleasure in presenting herewith their
report on accounts and affairs of the Company for the financial year ended March 31, 2019:
FINANCIAL SUMMARY:
(In Rupees)
| PARTICULARS |
2018-19 |
2017-18 |
| Revenue from Operations |
1,425,899,470 |
1,402,830,017 |
| Other Income |
1,954,260 |
4,838,466 |
| Finance Income |
2,515,886 |
7,52,937 |
| Total Revenue |
1,430,369,616 |
1,408,421,420 |
| Total Expenses |
1,416,087,649 |
1,394,376,302 |
| Profit/(Loss) Before Tax |
14,281,967 |
1,40,45,118 |
| Tax Expense (Including Deffered Tax) |
4,468,649 |
38,69,430 |
| Profit/(Loss) for the Year |
9,813,318 |
1,01,75,688 |
| Other Comprehensive Income for the period |
4,73,688 |
1,50,346 |
| Total Comprehensive Income |
1,02,87,006 |
1,03,26,033 |
STATE OF COMPANYS AFFAIRS:
Your Company is engaged in the manufacturing of Black Steel Tubes, G.l. Steel Tubes,
Steel Tubular Poles and Pipes at its unit located at Bindki, District Fatehpur, Uttar
Pradesh. The Company caters mainly to the needs of Indian Market. Constant efforts are
being made to derive maximum output.
SUBSIDIARY COMPANIES/ JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Company/ Joint Ventures/ Associate Company.
RESERVES:
During the year under review an amount of Rs. 1,02,87,006/- being the total
comprehensive income for the year has been carried forward in the Retained Earnings in the
Balance Sheet for the Financial Year 2018-19. The detailed breakup treatment of the said
amount is depicted at Note No.11 of the Financial Statement for the year ended 31st March,
2019.
DIVIDEND:
Keeping in view the fund requirements, the Directors do not recommend any Dividend for
the Financial Year 2018-19.
DEPOSITS:
During the Financial Year under review the Company has not accepted any deposits from
public under Section 73 of the Companies Act, 2013 and rules made there under. Hence, no
amount of principal or interest was outstanding as on the date of Balance Sheet.
LOANS. GUARANTEES OR INVESTMENTS:
The company has not granted any loans, given guarantees/ securities and made
investments under the provisions of Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March,
2019.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts / arrangements with related parties referred to in Section
188(1) entered into during the Financial Year under review as required to be given in Form
AOC-2, have been provided in an "Annexure-G" which forms part of
the Directors" Report.
DIRECTOR/ KEY MANAGERIAL PERSONNEL:
During the year Mr. Ajay Kumar Jain was reappointed as Managing Director of the Company
for a period of three consecutive years. Mr. Aditya Jain, was appointed as Whole Time
Director for a period of five consecutive years. In accordance with the provisions of
Section 152 of the Companies Act, 2013 and the Articles of Association of the
Company, Smt. Santosh Jain, Director of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible have offered herself for re-appointment.
Further, Mr. Satish Kumar Garg, Mr. Balram Narain Bansal and Mr. Himit Jain,
independent directors of the company have tendered their resignation from the Board of
Directors of the Company and Mr, Namo Narain Dubey and Mrs. Harbhajan Kaur were appointed
as new independent directors of the Company.
During the Financial Year under review, Mr. Arun Kumar Shrivastava was appointed as the
Chief Financial Officer of the Company pursuant to Section 203 of the Companies Act, 2013
and rules framed thereunder.
Now, Shri Ajay Kumar Jain, Managing Director, Shri Arun Kumar Shrivastava, Chief
Financial Officer and Shri Vaibhav Shukla, Company Secretary, are the Key Managerial
Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the
time being in force).
POLICY ON APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS. POSITIVE ATTRIBUTE, INDEPENDENCY OF DIRECTOR:
The policy on appointment and remuneration including criteria for determining
qualifications, positive attribute and independency of Director is annexed herewith as "Annexure
A” forming part of Directors Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and such other provisions as may be applicable (including any statutory modification(s) or
re-enactment(s) for the time being in force).
The information required under Section 197 of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as "Annexure B” forming part of Directors Report.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued thereunder and such other
applicable provisions, as may be prescribed (including any statutory modification(s) or
re-enactment(s) for the time being in force).
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, the Board of Directors of Company has met Seven times
i.e., on May 14, 2018, May 30, 2018, June 28, 2018, August 14, 2018, September 25, 2018,
November 14, 2018 and February 14, 2019.
CORPORATE GOVERNANCE:
Pursuant to the provisions of Regulation 15(2) of Chapter IV of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the
Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23,
24, 24A, 25, 26, 27 and Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 and Para
C , D and E of Schedule V shall not be applicable to the Listed Entity having Paid up
Equity Share Capital not exceeding Rupees Ten Crore and Net Worth not exceeding Rupees
Twenty Five Crore, as on the last day of the previous Financial Year.
Accordingly, our Company is exempted to comply with the aforesaid Corporate Governance
provisions as the Paid up Share Capital of the Company is Rs.3,55,00,000/- (Three Crores
Fifty Five Lacs only) and Net Worth is Rs.13,19,92,342 (Rupees Thirteen Crores Nineteen
Lacs Ninety Two Thousand Three Hundred and Forty Two only) as on the last day of the
previous Financial Year i.e. as on 31st March, 2019.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to carry out the CSR activities as it has not triggered any
of the threshold limits as prescribed under Section 135 of Companies Act, 2013 during the
period under review and accordingly has not formulated the CSR Committee. This may be
treated as disclosure under Section 134(3)(o) of Companies Act, 2013.
COMMITTEES OF THE BOARD OF DIRECTORS:
Being a Listed Company, the Company has constituted the following Committees pursuant
to the provisions of Companies Act, 2013:
AUDIT COMMITTEE:
In accordance with the provisions of Section 177 of the Companies Act, 2013, the Board
of Directors of the Company have duly constituted the Audit Committee as under:
| NAME OF THE MEMBER |
CATEGORY |
DESIGNATION |
| 1. Ajay Kumar Jain |
Managing Director |
Chairman |
| 2. Harbhajan Kaur |
Indepenedent Director |
Member |
| 3. Namo Narayan Dubey |
Indepenedent Director |
Member |
Further, during the Financial Year under review the Members of Audit Committee has met
four times i.e., on May 30, 2018, August 14, 2018, November 14, 2018 and February 14,
2019.
The Audit Committee acts in accordance with the terms of reference specified by the
Board of Directors of the Company. Further during the period under review, the Board of
Directors of the Company had accepted all the recommendations of the Committee.
NOMINATION AND REMUNERATION COMMITTEE:
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board
of Directors of the Company have duly constituted the Nomination and Remuneration
Committee as under:
| NAME OF THE MEMBER |
CATEGORY |
DESIGNATION |
| 1. Santosh Jain |
Non-Executive Director |
Member |
| 2. Namo Narayan Dubey |
Indepenedent Director |
Member |
| 3. Harbhajan Kaur |
Indepenedent Director |
Member |
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees. The said policy
is already annexed as "Annexure A" to this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the
Board of Directors of the Company have duly constituted Stakeholders Relationship
Committee as under:
| NAME OF THE MEMBER |
CATEGORY |
DESIGNATION |
| 1. Santosh Jain |
Non-Executive Director |
Member |
| 2. Namo Narayan Dubey |
Indepenedent Director |
Member |
| 3. Harbhajan Kaur |
Indepenedent Director |
Member |
The Committee considers and resolves the grievances of security holders of the Company
in timely manner to the extent possible.
VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company has established Vigil Mechanism/Whistle Blower Policy for
Directors and employees of the Company to report genuine concerns regarding unethical
behaviour, actual or suspected fraud or violation of the Companys code of conduct and
ethics Policy. The said mechanism also provides for direct access to the Chairperson of
the Audit Committee in appropriate or exceptional cases. The Board of Directors of the
Company frequently reviews the Vigil Mechanism/Whistle Blower Policy in order to ensure
adequate safeguards to employees and Directors against victimization. The said policy is
also available on the website of the Company at www.Dremierpipesltd.com.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 (5) OF THE COMPANIES ACT. 2013:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the
Company confirms that:
(i) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(ii) the directors had 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 period ended 31st
March, 2019 and of the profit-and less of the company for that period;
(iii) 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;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(i) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORS REPORT:
M/s Amit Goyal & Co., Chartered Accountants, Jaipur, having Firm Registration No.
003778C, continue to be the Statutory Auditors of the Company.
The Auditors Report to the Members together with the Financial Statement for the year
ended 31st March, 2019 and notes thereon are attached.
The report of Statutory Auditors for the Financial Year 2018-19, doesnt have any
qualification, reservations or adverse remark or disclaimer and accordingly the Board of
Directors are not required to deal with the same in any manner.
COST AUDITORS:
M/s Rajesh & Company Cost Accountants (Firm Registration No. 000031) who were
appointed as Cost Auditor for the financial year 2018-19 have submitted their report.
The Board of Directors of your Company, on the recommendations made by the Audit
Committee at its Meeting held on August 14, 2019 has approved the appointment of M/s
Rajesh & Company, Cost Accountants (Firm Registration No. 000031) as the Cost Auditor
of the Company to conduct the audit of cost records for the Financial Year 2019-20 at such
remuneration as decided by the Directors of the Company subject to ratification by the
Members at the ensuing 44th Annual General Meeting.
The Company has received consent from M/s Rajesh & Company, Cost Accountants, to
act as the Cost Auditor for conducting audit of the cost records for the Financial Year
2019-20 along with a certificate confirming their independence and arms length
relationship.
SECRETARIAL AUDITORS:
The Secretarial Audit Report for the Financial Year 2018-19 is annexed herewith as "Annexure
C" to this report.
In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your
Company at their Meeting held on August 14, 2019 has appointed M/s Adesh Tandon &
Associates, Company Secretaries as the Secretarial Auditor to conduct an audit of the
secretarial records, for the Financial Year 2019-20.
The Company has received consent from M/s M/s Adesh Tandon & Associates, Company
Secretaries to act as the auditor for conducting audit of the Secretarial records for the
Financial Year ending 31st March, 2020.
EXTRACT OF ANNUAL RETURN:
As per the provisions of Section 92(3) of the Companies Act, 2013 read with Section
134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is
attached at Annexure D" forming part of the Directors report.
EVALUATION OF THE PERFORMANCE OF BOARD AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there
under or any other provisions, as may be applicable (including any statutory
modification(s) or re-enactment(s) for the time being in force), the process for
evaluation of the annual performance of the Directors/ Board/ Committees was carried out.
The criteria applied in the evaluation process are detailed in the "Annexure
A” which forms part of this report.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed herewith as "Annexure E" forming
part of the Directors report.
RISK MANAGEMENT POLICY:
The Company, in view of the size of its business and the risks associated therewith,
has framed a risk management policy for the purpose of minimizing and mitigating risk.
ANTI-SEXUAL HARASSMENT POLICY:
The Company has formulated Anti-Sexual Harassment Policy to provide for prevention,
prohibition and redressal of sexual harassment of Women at work place and to ensure due
compliance under the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. All
employees (permanent, contractual, temporary and trainees) are covered under this policy.
An Internal Complaints Committee (ICC) is in place to redress complaints received
regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the year:
• No. of complaints received: Nil
• No. of complaints disposed off: NA
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO AS PER SECTION 134(3)(m) OF THE COMPANIES ACT. 2013:
During the Financial Year under review, your Company has not incurred expenditure on
R&D. Your Company has not earned Foreign Exchange earnings and has not incurred the
expenditure in Foreign Exchange.
Further, the particulars relating to conservation of Energy, Technology, Absorption,
Foreign Exchange Earning and Outgo as per Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure
F" forming part of the Directors report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN
THE END OF FINANCIAL PERIOD AND THE DATE OF REPORT:
There were no material changes and commitments affecting the financial position of the
Company between the end of financial period (March 31, 2019) and the date of the Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control commensurate with its size and
operations to ensure orderly and efficient conduct of the business. These controls ensure
safeguard of assets, reduction and detection of frauds and error, adequacy and
completeness of the accounting record and timely preparation of reliable financial
information.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
APPRECIATION:
Your Directors wishes to place on record their appreciation towards the contribution of
Bankers, all stakeholders, business associates of the Company, Central and State
Government departments, their local authorities for their co-operation, guidance and
support and look forward to their continued support in future.
|
On Behalf of the Board of Directors |
|
For Primuss Pipes & Tubes Limited |
|
Sd/- |
Sd/- |
| Date: August 14, 2019 |
(Ajay Kumar Jain) |
(Aditya Jain) |
| Place: Kanpur |
Managing Director |
Whole Time Director |
|
Din: 00493685 |
Din: 08079076 |
+91-9892691696
