prince pipes fittings ltd share price Directors report


Dear Members,

Your Directors have immense pleasure in presenting the Thirty Fifth (35th) Annual Report on the business and operations of Prince Pipes and Fittings Limited ("the Company") together with the audited financial statements for the Financial Year ended March 31, 2022.

Financial Results

The key highlights of the financial results of your Company for the financial year ended March 31, 2022 and comparison with the previous financial year ended March 31, 2021 are summarised below:

(Rs In millions)
Particulars For the year ended March 31, 2022 For the year ended March 31, 2021
Revenue from Operations 26,568.32 20,715.17
Less: Expenses 22,412.21 17,098.84
EBITDA 4,156.11 3,616.33
Less:
Finance Cost 139.04 206.67
Depreciation 703.07 594.17
Add:
Other Income 54.71 175.99
Profit before Tax 3,368.71 2,991.48
Less: Tax Expenses 874.68 773.16
Profit After Tax 2,494.03 2,218.32
Add: Total Other Comprehensive Income 1.92 3.12
Total Comprehensive Income for the year 2,495.95 2,221.44

Overview of Financial Performance

Revenue from operations at Rs 26,568.32 million compared to Rs 20,715.17 million in FY21, translating to a growth of 28.26%

Sales volume at 1,39,034 MT in FY22 as compared to 1,38,289 MT in FY21, translating to a growth of 0.54 %

EBITDA for FY22 at Rs 4,156.11 million compared to Rs 3,616.33 million in FY 21, growth of 14.93 %

PAT for FY22 at Rs 2,494.03 million compared to Rs 2,218.32 million in FY21, growth of 12.43%

Dividend

During the year under review, your Company had declared the interim dividend for the Financial Year 2021-2022 on November 02, 2021. An interim dividend of Rs1.5/- (Rupees One and Half only) (at the rate of 15 percent) on each fully paid-up equity share of Rs10/- (Rupees Ten Only) of the Company amounting to Rs 165.04 Million was paid out of the profits of the Company for the period ended September 30, 2021 to those members of the Company whose names appeared in the Register of Members of the Company on November 15, 2021, being the Record Date for payment of Interim Dividend.

Directors have further recommended a Final dividend of Rs 2.0 /-(Rupees Two Only) (at the rate of 20 percent) per share for financial year 2021-2022 on its paid up equity share capital, as may prevail on the record date fixed for the purpose of dividend eligibility of the members, subject to approval of members in the ensuing Annual General Meeting of the Company.

The details with respect to unpaid/unclaimed dividend are available on the Companys website at https://www.princepipes. com/unpaid-unclaimed-dividend.

Pursuant to the provisions of Regulation 43A of SEBI (LODR) Regulations, 2015, the Company has formulated its Dividend Distribution Policy which is available on the website of the Company https://www.princepipes.com/investors/corporate-governance/policies

Reserves

Your Directors have proposed not to transfer any amount to General Reserves of the Company for the financial year 2021-22.

Material changes and Commitments affecting the Financial Position of the company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business or any activity of business of the Company.

Share Capital

Authorised Share Capital

As on March 31, 2022, the Authorised Share Capital of the Company was Rs1,500 million divided into 149.40 million Equity Shares of Rs 10/- each and 0.60 million Compulsory Convertible Preference Shares ("CCPS") of Rs 100/- each.

Allotment of Equity Shares pursuant to "Employee Stock Options -2017

During FY 2022, 0.54 million options were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Prince Pipes and Fittings Limited ESOP 2017) on November 02, 2021. These shares shall rank pari passu, in all respect with the existing equity shares of the Company. The aforesaid Options have been granted at an exercise price of Rs 200/- per option. These shares are admitted for trading on NSE and BSE. After allotment of aforesaid equity shares, the paid- up share capital of the Company stands increased from 110.03 million Equity Shares @ Rs 10/- each aggregating to Rs 1,100.26 million to 110.56 million Equity Shares of Rs 10/- each aggregating to Rs 1,105.61 million.

Further, during the year under review, there have been no changes in the Employees Stock Option Plan (Prince Pipes and Fittings Limited ESOP 2017) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.princepipes. com and web link for the same is https://www.princepipes.com/ general-meeting. A certificate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection during the AGM to any person having right to attend the meeting.

Paid Up Share Capital

As on March 31,2022, the Paid-up Equity Share Capital of the Company was Rs110.56 million Equity Shares of Rs10/- each aggregating to Rs 1,105.61 million.

Equity shares lying in the Suspense Account

In compliance with Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company confirms that no shares of the Company are lying in the Suspense Account.

Utilization of IPO and Pre-IPO Proceeds

Your Company had appointed HDFC Bank Limited as the Monitoring agency in terms of regulation 16 of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009 as amended, to monitor the utilization of IPO proceeds and Company has obtained monitoring reports from the Monitoring agency from time to time and filed the same with both exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the initial Public offering is utilized as per objects of the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds of Rs 2,500 million, your Company has utilized Rs 2,500 million fully as per objects of the offer and there is no unutilized amount lying with the Bank. The proceeds of the issue were mainly utilized for repayment or prepayment of certain outstanding loans availed by our Company, purchase of capital goods/upgrdation of equipments and General corporate purposes. There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Reports are available at the Companys website at https://www.princepipes. com/investors/shareholders-corner/agency-report#other-disclosures

Further, the details of Utilisation of Net IPO Proceeds and proceeds from Pre IPO placement for the year ended March 31, 2022 has been provided in notes to the Accounts.

Transfer Of Funds To Investor Education And Protection Fund (IEPF):

Pursuant to applicable provisions of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

During FY 2021-22, the company had not transferred any shares to Investor Education and protection Fund ("IEPF"). As on the March 31, 2022, Rs 0.29 million is lying as the unclaimed dividend amount.

Subsidiary / Associate Companies/ Joint Venture

During the period under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence, disclosure regarding the Subsidiary, Joint venture or Associate Company in the Form AOC-1 is not applicable.

Management Discussion and Analysis

The management of your company presents the analysis of performance of the Company for the Financial Year ended March 31, 2022 and its outlook for the future prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which forms part of this Annual Report. This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments.

Credit Rating

The details of credit ratings obtained from M/s. CRISIL Ratings Ltd are as under:

Total Bank Loan Facilities Rs 668 Crore
Rated (Enhanced from Rs591 Crore)
Long Term Rating CRISIL A+/Stable (Upgraded from CRISIL A/Positive)
Short Term Rating CRISIL A1+ (Upgraded from CRISIL A1)
Rs50 Crore Commercial Paper CRISIL A1+ (Upgraded from CRISIL A1)

Borrowings

The aggregate borrowings of your Company stood at

Rs 1500 million as at March 31, 2022 as compared to Rs 852.20 million as at March 31, 2021. The company has taken borrowings amounting to Rs 647.80 million for the period under review.

Corporate Governance

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Board Report.

Compliance with Secretarial Standards

The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section - 118 (10) of the Act during the year under Report.

Business Responsibility Report

Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Boards Report.

Insurance

The company has maintained insurance policies on the production facilities, stock transit policy, property, plant and equipment, inventories, import of consignment and damage due to fire, earthquakes, floods and other natural disasters. In addition, The Company has insurance policies for employees i.e. Staff Personal Accident, Staff Group Mediclaim along with Directors and Officers (D & O) Liability Insurance. Further, the company also has Cyber Liability Insurance & Commercial Crime Policy.

Fixed Deposits

Your company has neither accepted nor renewed any Fixed Deposits during the year under review as defined under section 73 of the Companies Act, 2013 and rules framed there under.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on March 31, 2022 and state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied 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 as at March 31,

2022 and of the profit of the Company for the year ended on that date; c. the Directors have 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 are 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;

Accounting Treatment

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

Corporate Social Responsibility

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The details of the CSR Committee are given in the Corporate Governance Report.

The detailed report on CSR activities carried out by the Company during FY 2021-22 is annexed to this report as Annexure A.

The corporate social responsibility policy of the Company can be viewed on the Companys website at https://www.princepipes. com/investors/corporate-governance/policies

Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy in place. For details on the same, please refer to the Corporate Governance Report. The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website at https://www.princepipes.com/investors/ corporate-governance/policies

Risk Management

Pursuant to the Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Risk Management Committee of the Board of the Company was formed with effect from June 25, 2020 and reconstituted from May 19, 2022 for monitoring and reviewing of the risk management plan, identifying and assessing the nature and extent of internal and external risks that may impact the Company in achieving its strategic objectives.

The Risk Management framework defines the risk management approach across the enterprise. Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company are provided in the Management Discussion and Analysis.

Code of Conduct

The Company has in place, a policy on the Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel of the Company.

The said Policy lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with the Stakeholders. It also lays down the duties of Independent Directors towards the Company. The Directors and the Senior Management Personnel of the Company are expected to abide by this Code as well as other applicable Company policies or guidelines.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2022. A Certificate duly signed by the Managing Director, on the compliance with the Code of Conduct is given in the Corporate Governance Report. The said Code is available on the website of the company at https://www. princepipes.com/investors/corporate-governance/policies

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at https://www.princepipes.com/investors/ corporate-governance/policies

Directors and Key Managerial Personnel

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Changes in Board Composition during FY 2021-22 and up to the date of this report is furnished below:

Resignation of Director

During the period under review, following directors have resigned:

Mr. Rajesh Pai, (DIN: 02930658), Nominee Director, nominated by South Asia Growth Fund II Holdings LLC, South Asia EBT Trust represented by Orbis Capital Limited resigned from the board of the Company with effect from June 26, 2021 due to pre-occupancy/personal reasons.

Mr. Satish Chavva, (DIN:03615175), Nominee Director, nominated by Oman Joint India Investment Fund resigned from the board of the Company with effect from November 23, 2021 due to pre-occupancy/personal reasons.

Mr. Mohinder Pal Bansal, (DIN: 01626343), Independent Director resigned from the Board of the Company with effect from May 19, 2022 due to personal reasons.

The Board places on record its appreciation for the valuable guidance and assistance received from them during their tenure as directors with the Company.

Appointment/ Re- appointment of Director

Mr. Dilip Deshpande, (DIN: 08488986), was re-appointed as an Independent Director on the board of the Company pursuant to Section 149 of the Companies Act, 2013 for the Second term of Five (5) years w.e.f June 28, 2022 and will hold office up to June 29, 2027.

The approval of the shareholders for their appointment / reappointment as Directors has been sought in the Notice convening the AGM of your Company.

Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Parag Chheda (DIN: 00013222), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re- appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

Declaration from Directors

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impact their ability to discharge their duties.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

They are not liable to retire by rotation in terms of Section 149(13) of the Act.

Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as Independent Directors and have registered themselves in the Independent Directors Database maintained with the Indian Institute of Corporate Affairs (‘IICA).

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164 (2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Key Managerial Personnel (KMP)

During the Financial Year 2021-22, no changes occurred in the positions of Managing Director, Chief Financial Officer and Company Secretary and Compliance Officer of the Company.

As on date of this report Mr. Jayant Chheda, Managing Director, Mr. Shyam Sharda, Chief Financial Officer and Mr. Shailesh Bhaskar, Company Secretary are KMPs of the Company in accordance with the provisions of Section 203 of the Companies Act 2013.

Disclosure related to Board and Committees

Board

The Board of Directors met Four (4) times during the financial year 2021-22. The dates on which the Board Meetings were held are as follows:

May 12, 2021; August 05, 2021; November 02 2021; and February 03, 2022.

Committee

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder Relationship Committee
d) Corporate Social Responsibility Committee
e) IPO Committee
g) Finance Committee

f) Risk Management Committee

The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in detailed in the "Corporate Governance Report" of the Company which forms part of the Annual Report.

Performance evaluation of the Board

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, annual performance evaluation of the Board and its Directors was carried out individually. Various parameters such as the Boards functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Nomination and Remuneration Committee. The performance evaluation of each Independent Director was also carried out by the Board. The Board of Directors expressed their satisfaction with the evaluation process.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2022, is available on the Companys website at https:// www.princepipes.com/general-meeting

Related Party Transactions

All the transactions with Related Parties are placed before the Audit Committee and also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. All transactions entered into with related parties during the year were on arms length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Companys policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has formulated and adopted and revised a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The Revised RPT Policy as approved by the Board is uploaded on the Companys website at https://www.princepipes. com/investors/corporate-governance/policies

Further since transactions with the related parties are not material in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.

The members may refer to note to the financial statements which set out related party disclosures.

Auditors and Reports

Statutory Auditors

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. N.A. Shah Associates LLP Chartered Accountants (ICAI Firm No: 116560W) was appointed as Statutory Auditors of the Company at 34th Annual General Meeting of the Company held on September 15,2021 for a term of 5 (five) consecutive years till conclusion of 39th Annual General Meeting.

The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

M/s. N.A. Shah Associates LLP Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the Financial Year ended March 31, 2022. The Notes to Financial Statement referred in Auditors Report are self- explanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of The Companies Act, 2013. The Auditors Report is annexed with the financial statement forming part of this annual report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Mahajan & Aibara, Chartered Accountants LLP, were re-appointed by the Board of Directors to conduct internal audit of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Sanjay Dholakia and Associates (CP No. 1798), Practicing Company Secretaries has been re- appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2021-22. The report of the

Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure B.

The Secretarial Auditors Report for the Financial year 2021-22 issued by M/s. Sanjay Dholakia and Associates, Practicing Company Secretaries does not contain any observation or qualification requiring explanation or adverse remark.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed Ketki D. Visariya, Cost Accountants as Cost Auditor of the Company, for the financial year ending 31st March 2023, on a remuneration as mentioned in the Notice convening the 35th Annual General Meeting for conducting the audit of the cost records maintained by the Company. A Certificate from Ketki D. Visariya, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members approval for remuneration payable to Cost Auditors forms part of the Notice of the 35th Annual General Meeting of the Company and same is recommended for your consideration. Cost Audit Report for the year ended 31st March 2021 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2022 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Internal Financial Controls

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

Details of Fraud Reported by The Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

Conservation of Energy, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure C.

Particulars of Employees

The information required pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report as Annexure D.

Employee Relations

We firmly believe that employees are our greatest asset and the energy, enthusiasm and creativity they bring into the workplace are the key drivers of our success. Maintaining healthy employee relations is at the core of our people strategy. We continuously strive towards enhancing the employee experiences through various HR interventions leading to an engaged & motivated workforce. All our HR programmes are designed to align the employee goals with the Organisational goals & are working intensively towards making it a way of life. Keeping in spirit, we are having a structured learning & development programme in place to ensure that the employees upgrade their skills continuously & contribute in making the Organisation – a learning Organisation. Keeping in view the existing VUCA world, we need to be competitive & in order to keep ourselves aligned with the key business opportunities & the challenges thereof, we have implemented Innovative Culture across the Organisation for fostering innovation & providing ample opportunities to the employees for self - motivation & meaningful engagement through Small Group activities, KAIZENS etc. & reward the same for sustaining the employee motivation.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on 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 the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the company at https://www.princepipes.com/investors/corporate-governance/ policies

During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and material orders passed by the regulators or courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Acknowledgement

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Companys Bankers, Financial Institutions, Security Trustees, Stock Exchanges, Municipal authorities, State Governments, the Central Government, Suppliers, Clientele and the employees of the Company and look forward to their continued support. The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.

For and on behalf of Board of Directors of
Prince Pipes and Fittings Limited
Jayant Chheda
Chairman & Managing Director
DIN: 00013206
Place: Mumbai
Date: August 09, 2022