Dear Members,
Your Directors have immense pleasure in presenting the Thirty Sixth (36th) 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, 2023.
Financial Results
The key highlights of the financial results of your Company for the financial year
ended March 31,2023, and comparison with the previous financial year ended March31, 2022,
are summarised below:
|
|
(Rs. in millions) |
Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
Revenue from Operations |
27,108.71 |
26,568.32 |
Less:Expenses |
24,605.56 |
22,412.21 |
EBITDA |
2,503.15 |
4,156.11 |
Less: |
|
|
Finance Cost |
110.13 |
139.04 |
Depreciation |
830.11 |
703.07 |
Add: |
|
|
Other Income |
85.50 |
54.71 |
Profit before Tax |
1,648.41 |
3,368.71 |
Less: Tax Expenses |
434.20 |
874.68 |
Profit After Tax |
1,214.21 |
2,494.03 |
Add: Total Other Comprehensive Income |
(6.14) |
1.92 |
Total Comprehensive Income for the year |
1,208.07 |
2,495.95 |
Overview of Financial Performance
• Performance for FY23 was adversely impacted by sharp decline in PVC prices
leading to destocking and inventory losses severely impacting performance in H1 FY23.
• Revenue from operations at Rs. 27,108.71 million compared to Rs. 26,568.32
million in FY22, translating to a growth of 2% YoY.
• Sales volume at 1,57,717 MT in FY23 as compared to 1,39,034 MT in FY22,
translating to a growth of 13% YoY.
• EBITDA for FY23 at Rs. 2,503.15 million compared to Rs. 4,156.11 million in FY
22.
• PAT for FY 23 at Rs. 1,214.21 million compared to Rs.2,494.03 million in FY 22.
Dividend
Considering the future business expansion plan of the company, the Directors based on
the recommendation of the Audit Committee did not recommend dividend on equity shares for
the financial year ended 31.03.2023.
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 at 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 2022-23.
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, 2023, the Authorised Share Capital of the Company was Rs. 1,500 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.
Paid Up Share Capital
As on March 31, 2023, the Paid-up Equity Share Capital of the Company was Rs.110.56
million Equity Shares of Rs.10/-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.
Memorandum of Association (MOA)
During the year under review, the Board of Directors of your Company decided to enter
into the business of faucets and sanitaryware and related products. Accordingly, the
products were launched in June 2023. During the year under review, your Company also
altered "Object Clause" of Memorandum of Association for the said purpose.
Financing :
During the year under review, the Company has issued Commercial Papers (CPs)
aggregating to Rs. 25.35 Crores to meet working capital requirements and also repaid the
same on its redemption due date without any delay. As on 31st March 2023, the outstanding
amount of CPs was zero.
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 the 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 2022-23, the company had not transferred any shares to Investor Education and
protection Fund ("IEPF"). As on March 31, 2023, Rs. 0.41 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, 2023, 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 Rated |
Rs. 668 Crore |
Long Term Rating |
CRISIL A+/Stable (Reaffirmed) |
Short Term Rating |
CRISIL A1+ (Reaffirmed) |
Rs. 50 Crore Commercial Paper |
CRISIL A1+ (Withdrawn) |
Borrowings
The aggregate borrowings of your Company stood at Rs. 581.34 million as at March 31,
2023 as compared to Rs. 1,500 million as at March 31, 2022. The company has repaid
borrowings amounting to Rs. 918.66 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 Boards 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 and Sustainability Report
Business Responsibility and Sustainability 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, 2023, 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, 2023 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 2022-23 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
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 criteria/policies of the Company for
selection Remuneration Policy for Directors, Key Managerial Personnel (KMPs)/Sr.
Management Personnel and other employees of the Company is annexed to the Board Report
vide Annexure B forming integral part 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 on May 19, 2022 and on August 10,
2023 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, 2023. 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 2022-23 and up to the date of this report is
furnished below:
Resignation of Director
During the period under review, following director have resigned:
• 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
• Mrs. Amisha Vora, (DIN: 00089193) has been appointed as a Non-Executive
Independent Director (Additional) on the Board of the Company with effect from August 10,
2023, to hold office up to the ensuing Annual General Meeting of the Company, subject to
the approval of the members at the ensuing Annual General Meeting of the Company for her
appointment as an Independent Director for a consecutive period of five (5) years.
• Mr. Jayant Chheda (DIN:00013206), Chairman and Managing Director, Mr. Parag
Chheda (DIN: 00013222) and Mr. VipuL Chheda (DIN: 00013234), were appointed as a Whole
Time Directors designated as Executive Directors on the board of the Company pursuant to
the provisions of Section 196, 197, 198, 203 and other applicable provisions of the
Companies Act, 2013 and the Rules made thereunder for the term of three (3) years and will
hold office up to August 20, 2023 on the board of the Company.
On Recommendation by Nomination & Remuneration Committee, the Board of Directors at
its meeting held on August 10, 2023, appointed/re-appointed Mr. Jayant Chheda (DIN:
00013206) as a Chairman and Managing Director, Mr. Parag Chheda (DIN: 00013222) as Whole
Time Director designated as a Joint Managing Director and Mr. VipuL Chheda (DIN: 00013234)
as a Whole Time Directors designated as Executive Director of the Company, LiabLe to
retire by rotation, subject to the approval of the members at the ensuing Annual GeneraL
Meeting of the Company, to hoLd office for the term of three (3) consecutive years
commencing from August 21, 2023 up to August 20, 2026.
• Mr. Rajendra Gogri, (DIN: 00061003), 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 25, 2023 and will hold office up to June 24,
2028.
Considering his knowledge, expertise and experience in the respective fieLd and the
substantiaL contribution made by him during his tenure as an Independent Director since
his appointment, the Nomination & Remuneration Committee and the Board has recommended
the re-appointment of Mr. Rajendra Gogri as an Independent Director on the Board of the
Company, to hoLd office for the second term of five (5) consecutive years commencing from
June 25, 2023 up to June 24, 2028, and not liable to retire by rotation , subject to the
approval of the members at the ensuing Annual GeneraL Meeting of the Company.
The Company has received the decLaration from him that he continues to fuLfiL the
criteria of independence as prescribed under the provisions of the Companies Act, 2013
read with the ScheduLes and Rules issued thereunder as well as Regulation 16 of the
Listing Regulations (including statutory re-enactment thereof for the time being in
force).
In terms of the provisions of Section 160(1) of the Companies Act, 2013, the Company
has received a Notice from a member signifying his intention to propose the candidature
for the reappointment of Mr. Rajendra Gogri for the office of Independent Director.
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. VipuL Chheda
(DIN: 00013234), director, is liable to retire by rotation at the ensuing Annual GeneraL
Meeting of the Company and being eLigibLe has offered himseLf for reappointment. 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 skiUs/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 2022-23, 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 of Board
The Board of Directors met Five (5) times during the financial year 2022-23. The dates
on which the Board Meetings were held are as follows:
May 19, 2022; August 09, 2022; October,11, 2022; November 09, 2022; and February 07,
2023.
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) 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.
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, 2023, 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 35th 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,
2023. The Notes to Financial Statement referred in Auditors Report are selfexplanatory.
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 reappointed as Secretarial Auditor, to
undertake Secretarial Audit of the Company for the financial year 2022-23. The report of
the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure
C.
The Secretarial Auditors Report for the Financial year 2022-23 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 2024,
on a remuneration as mentioned in the Notice convening the 36th 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 36th
Annual General Meeting of the Company and same is recommended for your consideration.
Cost Audit Report for the year ended 31st March 2022 was filed with the Registrar of
Companies, within the prescribed time limit and for the year ended 31st March 2023 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 D.
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 E.
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
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 10, 2023
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 Wholehearted
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 also thank the shareholders for
continuing their support and confidence in the Company and its management.
+91-9892691696
