To, The Members of PRIMUSS PIPES & TUBES LIMITED
The Directors present this Report together with the Audited Financial Statements of the Company for the Financial Year ended 31 March 2025.
? The Company was admitted into Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (Code), pursuant to the order of the Honble National Company Law Tribunal, Allahabad Bench, dated 13.06.2022.
? Upon admission, a moratorium under Section 14 of the Code was declared, and an Interim Resolution Professional (IRP) was appointed.
? During CIRP, the powers of the Board of Directors stood suspended; affairs managed by erstwhile IRP/Resolution Professional (RP).
? The Resolution Plan submitted by the Successful Resolution Applicant was approved by Honble NCLT, Allahabad Bench, on 04.06.2024.
? Implementation could not be completed immediately as the approved plan was under challenge before the appellate authority and thereafter before the Honble Supreme Court.
? Appeals were finally dismissed by the Honble Supreme Court on 05.05.2025.
? Honble NCLT granted time for completion of the Resolution Plan vide order dated 27.08.2025.
? Upon completion of payments to creditors per the approved Resolution Plan, management and control were handed over to the present management.
? The Board presents the Annual Report together with Audited Financial Statements for FY ended March 31, 2025.
| Particulars | FY 2024-25 | FY 2023-24 |
| Total Income | 500.00 | 1,841.49 |
| Less: Total Expenditure including Depreciation | 51,348.74 | 71,824.68 |
| Profit/Loss before Taxation | (50,848.74) | (69,983.19) |
| Less: Current Tax | - | - |
| MAT Credit | - | - |
| Deferred Tax Expenses/(Income) | - | - |
| Profit/Loss for the period | (50,848.74) | (69,983.19) |
| Earning per share (Basic & Diluted) | (0,716) | (0,986) |
? The Company incurred a loss of approximately Rs. 50,84,900/- during the Financial Year under review.
? Directors are hopeful that financial performance will improve in forthcoming years pursuant to effective implementation of the approved Resolution Plan and commencement of new business activities as envisaged in the Resolution Plan.
? No change in the nature of business during the period under review.
? However, pursuant to the approved Resolution Plan, the Company has discontinued its earlier line of business.
? The Company proposes to undertake real estate development activities in due course as proposed in the Approved Resolution Plan.
? The Company has incurred losses during the reporting period; thus no dividend is recommended.
? Details of amounts, if any, carried to reserves are provided in Note No. 11 to the financial statements.
? No amounts were required to be transferred to the Investor Education and Protection Fund during the reporting year.
? Subsequent to the end of the financial year and date of the report, the Company successfully exited CIRP pursuant to implementation of the Resolution Plan approved by Honble NCLT, Allahabad Bench under the IBC, 2016.
? Consequent upon implementation, the CIRP stands concluded and management and control have been reconstituted as per the terms of the said Resolution Plan.
? During FY ending March 31, 2025, no changes in share capital structure.
? However, pursuant to the Approved Resolution Plan, the Company is in the process of reducing existing equity share capital to NIL and issuing fresh share capital, in accordance with Chapter 4 Clause 8 of the Resolution Plan, as approved by Honble NCLT.
? The said capital reduction is binding on all stakeholders and does not require further approval from shareholders or creditors.
? Requirement of attaching extract of Annual Return in Form MGT-9 in Boards Report has been dispensed with pursuant to the Companies (Amendment) Act, 2017.
? Since the Company does not have a dedicated website, placing the annual return on the website and disclosing its weblink is not applicable.
| Quarter | Meeting No. | Date | Directors eligible and present |
| 01-04-2024 to 30-06-2024 | - | - | The Company was under CIRP |
| 01-07-2024 to 30-09-2024 | 01/2024-25 | 01-07-2024 | Mr. Himanshu Batra; Mr. Karan Chawla; Mr. Dharmveer Yadav |
| (same quarter) | 02/2024-25 | 05-08-2024 | Mr. Himanshu Batra; Mr. Karan Chawla; Mr. Dharmveer Yadav |
| 01-10-2024 to 31-12-2024 | 03/2024-25 | 16-10-2024 | Mr. Himanshu Batra; Mr. Karan Chawla; Mr. Dharmveer Yadav |
| (same quarter) | 04/2024-25 | 02-12-2024 | Mr. Himanshu Batra; Mr. Karan Chawla; Mr. Dharmveer Yadav |
| 09-01-2025 to 31-03-2025 | 05/2024-25 | 09-01-2025 | Mr. Himanshu Batra; Mr. Karan Chawla; Mr. Dharmveer Yadav |
? The intervening gap between meetings was within the period prescribed under the Companies Act, 2013.
? The Company was under implementation of the Approved Resolution Plan during the Financial Year; accordingly, no general meeting was held.
| \uf0b7 The Company has not accepted any deposits during the year under review. Sr. Particulars | Status |
| 1 Accepted during the year | NIL |
| 2 Remained unpaid or unclaimed as at end of year | NIL |
| 3 Default in repayment of deposits or payment of interest thereon during the year (number of cases and total amount) | NIL |
| 4 At the beginning of the year | NIL |
| 5 Maximum during the year | NIL |
| 6 At the end of the year | NIL |
| 7 Details of deposits not in compliance with Chapter V of the Act | NIL |
? No Loan(s), Guarantee(s) and Investment(s) under Section 186 of the Companies Act, 2013 were given/made during FY 2024-25.
? No contracts or arrangements with related parties as specified under Section 188(1) of the Companies Act, 2013 were entered into during FY 2024-25.
As on the date of this Report, the Board comprises:
1. Mr. Himanshu Batra, Director
2. Mr. Dharmveer Yadav, Director
3. Mr. Karan Chawla, Director
? The aforesaid directors were appointed during the Financial Year pursuant to the Approved Resolution Plan, as nominated by the Successful Resolution Applicant (SRA).
Changes on the Board during the year:
With effect from approval of the Resolution Plan by Honble NCLT, Allahabad Bench vide order dated 04.06.2024 , the existing/suspended Board vacated their offices. Subsequently, persons nominated by the SRA were appointed:
| Vacation | Appointment |
| Ajay Kumar Jain, Managing Director | Himanshu Batra, Director |
| Santosh Jain, Director | Karan Chawla, Director |
| Aditya Jain, Director | Dharamveer Yadav |
| Praveen Chauhan, Director | |
| Namo Narayan Dubey, Director | |
| Harbhajan Kaur, Director |
? Pursuant to the Approved Resolution Plan, the Company is proposed to be converted into a Private Limited Company.
? Accordingly, provisions of Section 178(1) of the Companies Act, 2013 shall not be applicable, and consequently compliance under Section 134(3)(e) is not required.
? No employees were on the payroll during the year under review.
? Particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as there were no employees on the payroll.
? Pursuant to the approval of the Resolution Plan, the Company is to be converted into a Private Limited Company; hence provisions of Section 177(9) & 177(10) of the Companies Act, 2013 & Rules made thereunder with respect to Vigil Mechanism were not applicable.
? During the year, the Company has not accepted any amount from Directors and relatives of Directors as referred in sub-clause (viii) of clause (c) of sub-rule (1) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014.
Statement pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014:
A. CONSERVATION OF ENERGY:
? I. Steps taken or impact on conservation of energy: NA
? II. Steps taken for utilising alternate sources of energy: NA
? III. Capital investment on energy conservation equipment: NA
B. TECHNOLOGY ABSORPTION:
? I. Efforts made towards technology absorption: NA
? II. Benefits derived (product improvement, cost reduction, product development, import substitution): NA
? III. Imported technology (during last three years): NA
o (a) Details of technology imported: -
o (b) Year of import: -
o (c) Whether technology fully absorbed: -
o (d) If not fully absorbed, areas where absorption has not taken place and reasons: -
? IV. Expenditure incurred on Research and Development: NA
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
? Foreign Exchange Earnings: Nil
? Foreign Exchange Outgo: Nil
? Post exit from CIRP and reconstitution of the Board, the internal control framework is being reviewed and strengthened to ensure effective safeguarding of assets and to facilitate prevention and detection of frauds and errors.
? The Company is in the process of building a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities.
? This framework seeks to create transparency, minimize adverse impact on business objectives, enhance competitive advantage, and support sustainable growth in line with implementation of the Approved Resolution Plan.
? The Company does not have any Subsidiary, Joint Venture or Associate Company.
? Provisions of Section 135 of the Companies Act, 2013 related to CSR were not applicable on the Company.
? M/s PKK & Company, Chartered Accountants, are proposed to be appointed as Statutory Auditors for a period of five years at the ensuing Annual General Meeting to be held on Wednesday, 31st day of December 2025, on such remuneration as may be decided by the Board in consultation with the said Chartered Accountant.
? The Board received a certificate from M/s PKK & Company intimating that, if their appointment is made at the ensuing AGM, it shall be in accordance with the limits specified under sub-section 1 of Section 139 read with qualification as prescribed under Section 141 of the Companies Act, 2013.
? The Auditors Report for the Financial Year under review is attached and is self-explanatory.
? Observations, if any, pertain to the period prior to or during the implementation of the Approved Resolution Plan and do not require further explanation or clarification from the present Board.
? During the period, the Statutory Auditors have not reported any instances of material fraud by the Companys officers or employees to the Board under Section 143(12) of the Companies Act, 2013.
? Accordingly, no disclosure is required under Section 134(3)(ca).
? No significant and material orders were passed during the period which would have an adverse impact on the going concern status and future operations, except:
o Order dated 04.06.2024 passed by Honble NCLT, Allahabad Bench approving the Resolution Plan.
? Implementation could not be completed immediately as the Approved Resolution Plan was challenged before the appellate authority and thereafter before the Honble Supreme Court of India.
? Appeals were finally dismissed by the Honble Supreme Court vide order dated 05.05.2025.
? Subsequently, Honble NCLT, Allahabad Bench granted additional time for completion of the Resolution Plan vide order dated 27.08.2025.
? Upon completion of payments to creditors in accordance with the Approved Resolution Plan and fulfilment of conditions, management and control were duly handed over to the present management.
? Provisions of the Act were not applicable to the Company during the year under review.
? During the year, the Company has complied with the applicable secretarial standards as prescribed by the Institute of Company Secretaries of India, to the extent applicable.
? The implementation of the Resolution Plan, though approved on 04.06.2024, was completed only after dismissal of appellate proceedings by the Honble Supreme Court on 05.05.2025; the Company ensured due compliance during the interim period.
? Provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 are not applicable on the Company considering the nature of its proposed real estate development activities pursuant to the approved Resolution Plan.
? Authorized Share Capital as on 31 March 2025: Rs. 4,00,00,000/- (Rupees Four Crores Only) divided into 80,00,000 Equity Shares of Rs. 5/- each.
? Issued, Subscribed & Paid-up Share Capital as on 31 March 2025: Rs. 3,55,00,000/- (Rupees Three Crores Fifty-Five Lakhs Only) divided into 71,00,000 Equity Shares of Rs. 5/- each.
? The Company is not required to appoint any Independent Director; thus the statement of declaration by Independent Directors under Section 149(6) read with Section 134(3) is not applicable.
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, it is confirmed that:
? a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;
? b) 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 financial year and of the profit and loss of the Company for that period;
? c) The Directors had taken proper and sufficient care, to the extent applicable, for 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) The Directors had prepared the annual accounts on a going concern basis;
? e) 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;
? f) 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, appropriate with the stage of implementation of the approved Resolution Plan.
? Except for pending Preferential, Undervalued, Fraudulent, and Extortionate Transaction (PUFE) Applications against the erstwhile Directors/Management of the Company, no proceedings are pending under the IBC, 2016.
? Upon taking over management and control, the SRA is overseeing and pursuing the said applications in accordance with law.
? During the period under review, there was no instance of one-time settlement with any Banks or Financial Institution.
? During the period under review, the Company has not made any developments, acquisition, or assignments in respect of any material intellectual property rights.
? Since there were no employees on the payroll during the Financial Year, provisions of the Maternity Benefit Act, 1961 were not applicable.
The Directors express sincere appreciation and gratitude to:
? i) All regulatory authorities including Ministry of Corporate Affairs, Registrar of Companies and other statutory bodies;
? ii) Bankers and Financial Institutions, the Central and State Governments as well as Departments and Development Authorities connected with the business of the Company and their co-operation and continued support;
? iii) The members, suppliers, contractors and customers for the trust and confidence reposed by them in the Company;
? iv) The Directors also deeply appreciate the hard work, competence, loyalty, cooperation and professionalism of the employees of the Company and its subsidiaries, at all levels. The employees continue to remain the Companys most valuable assets and their relentless efforts have enabled the Company to achieve praiseworthy growth during the year under review.
On behalf of the Board of Directors For PRIMUSS PIPES & TUBES LIMITED
? Himanshu Batra, Director - DIN: 06508998
? Karan Chawla, Director - DIN: 10540143
Place: Gurugram Date: 29.10.2025
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