Swastik Pipe Ltd Directors Report

TO THE MEMBERS

Yours Directors have pleasure in presenting the 51st Annual Report together with the Annual Audited Financial Statements of Swastik Pipe Limited for the year ended March 31,2024.

1. CORPORATE OVERVIEW

The Company was incorporated in 1973 and has thereafter transformed to being one of the leading manufacturers of high-quality Steel pipes used in various sectors of an economy. Your Company is a growing player in the international space and got listed on NSE Limited since 2022 in SME Category . Your Company has its corporate headquarters in Delhi.

Financial Performance (INR in Lacs)

Particulars	Current Year ended 31st March, 2024	Previous Year ended 31st March, 2023
Gross Turnover and other receipts	72961.50	71713.42
Less Total expenses	69984.77	68402.31
Profit/(Loss) before Interest and Depreciation	2976.73	3311.11
Less: Interest	1757.68	1632.03
Profit/(Loss) Before Depreciation	1219.05	1679.08
Less: Depreciation	526.67	461.27
Profit/(Loss) Before Tax	692.38	1217.82
Less: Provision for taxation	179.22	311.51
Profit/(Loss) After Tax	513.16	906.32
Earning Per Share	2.21	4.53
Face Value Per Share	10	10

During the year ended 31st March, 2024 the company has produced 57,059 M.T. (Previous Year 47,755 M.T) of Steel Pipes & Tubes and achieved the production of 28,955 M.T. (Previous Year 30,160 M.T) of Cold Rolled Strips/ Coils/ HRPO Sheet

STATE OF AFFAIRS

The principal activity of the company is manufacturing of ERW Black Pipe, Galvanized Steel Tubes, Cold Rolled Strips, S.T. Poles, Solar Mounting Structures, etc. The Company has two production plants at Bahadurgarh, Haryana and at Kosi Kalan, U.P.

Management assessed that there is no doubt on the entitys ability to continue as Going Concern and the entity will continue its operations for the foreseeable future and the entity expects to recover the carrying amount of the assets.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during the Financial Year ending 31^st March, 2024 under review.

DIVIDEND

Your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and for future expansion plans and grow the business of the Company.

No final dividend has therefore been recommended for the year ended March 31st, 2024.

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

As on March 31, 2024, the Authorized Share Capital of the Company is INR 26,25,00,000 (Indian Rupees Twenty Six Crores Twenty Five Lacs Only) comprising 2,62,50,000 (Two Crores Sixty Two Lacs Fifty Thousand Only) Equity shares of INR 10 each ranking pari-passu in all respect with the existing Equity shares of the Company.

As on March 31, 2024, the issued, subscribed and paid-up equity share capital stands at INR 23,23,14,600 (Indian Rupees Twenty Three Crore Twenty Three Lacs Fourteen Thousand and Six Hundred Only) comprising 2,23,23,140/- ( Two Crore Thwenty Three Lakh Twenty-Three Thousand and One Hundred and Forty ) Equity shares of INR 10 each ranking pari-passu in all respect with the existing equity shares of the Company. The Company has only one class of equity shares with face value of INR 10 each, ranking pari-passu.

DEPOSITS

During the year, the Company has not accepted any public deposits as well as not renewed any existing deposits. However, the company has accepted unsecured loans from the promoters group / director under the bank stipulation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (“MD&A REPORT”)

The MD&A Report is presented in a separate section and forms an integral part of this Annual Report inter-alia covering details of the overall industry structure, economic developments, performance and state of affairs of the Companys business, risk management systems and other material developments during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The principal activity of the company is manufacturing of ERW Black Pipe, Galvanized Steel Tubes, Cold Rolled Strips, S.T. Poles, Solar Mounting Structures, etc. The Company has two production plants at Bahadurgarh, Haryana and at Kosi Kalan, U.P.

Management assessed that there is no doubt on the entitys ability to continue as Going Concern and the entity will continue its operations for the foreseeable future and the entity expects to recover the carrying amount of the assets.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year the Registered office of the company has been shifted from 2, Arihant Nagar, Punjabi Bagh (W), New Delhi-110026 to the new address as 1/23B, First Floor, Asaf Ali Road, Dayaganj, Delhi-110002.

STATUTORY AUDITORS

M/s. O. Aggarwal & Co having FRN 005755N, Chartered Accountants, had been appointed as the Statutory Auditor of the Company to hold office for 5 years in the Annual General Meeting held on 28^th September, 2023.

The Auditors Report for the financial year 2023-2024 does not contain any qualification, reservation or adverse marks.

COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act 2014, the audit of the cost accounts pertaining to both units located at Asaudah & Kosi Kalan is carried out every year. Your Board has, on the recommendation of the Audit Committee, appointed M/s N N & Associates, Cost Accountants as Cost Auditors to conduct cost audit of the accounts maintained by the company in respect of both units located at Asaudah & Kosi kalan for the year ended 31/03/2024. The Board recommends ratification of their remuneration by members at the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 inter-alia requires every public company having a turnover of two hundred fifty crore rupees or more to annex with its Boards report, a Secretarial Audit Report in Form No.MR.3 given by a Company Secretary in practice.

The Board of Directors of the Company has appointed M/s Prachi Bansal& Associates , (Proprietor Prachi Bansal ,Membership No. A43355 & CP No. 23670) Company Secretaries, to conduct the Secretarial Audit and his Report on Companys Secretarial Audit is appended to this Report as Annexure I.

COMMENTS ON AUDITORS REPORT

The comments made by M/s. O. Aggarwal & Co, Chartered Accountants, Statutory Auditors, in their audit report read with the notes forming part of the Financial Statements are self-explanatory and as such do not require any clarification by the directors.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

Sh. Surendra Kumar Goel (DIN: 08975800), Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board has recommended his re-appointment by the members.

Mr. Dinesh Kumar Dhanda (DIN: 02421177) resigned w.e.f 20^th April, 2024 due to their personal reasons. Ms.Sonia Vaid (A68854), Company Secretary resigned from the position of Company Secretary and compliance officer of the Company w.e.f 19 th July 2024.

Mr. Narender Sidhar Chief Financial Officer resigned w.e.f 31/08/2023 and Mr. Sunl Kumar Jha is appointed as Chief Financial Officer (CFO) w.e.f from 29^th February, 2024

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 8 (Eight) times during financial year 2023-24. The intervening gap between any two meetings was within the time prescribed under Companies Act, 2013. (24/04/2023, 26/05/2023, 28/06/2024,31/08/2023, 14/11/2023,19.01.2024, 29/02/2024 and 28.03.2024)

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, there are currently Four Committees of the Board, as follows:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

1. Audit Committee

The Audit Committee consists of :

1. Shri. Vishal Dugar (DIN: 00444076) Independent Director (Chairman),

2. Sh. Sandeep Bansal (DIN: 00165391), Executive Director,

3. Sh. Rajinder Kumar Anand (DIN: 08132362) Independent Director of the Company as on 31/03/2024. During the year 2023-2024, the meetings were held on 26/05/2023, 31/08/2023, 14/11/2023, and 29/02/2024 and all the members of the audit committee attended the meetings. The Board has accepted all recommendations made by the Audit Committee during the year.

2. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee consists of :

1. Shri. Vishal Dugar (DIN: 00444076), Independent Director (Chairman),

2. Mr. Sandeep Bansal (DIN: 00165391), Managing Director,

3. Sh. Rajinder Kumar Anand (DIN: 08132362) Independent Director of the Company as on 31/03/2024. During the year 2023-2024, the meeting was held on 31/08/2023 and all the members of the committee attended the meetings.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of :

1. Shri. Vishal Dugar (DIN: 00444076), Independent Director (Chairman),

2. Sh. Rajinder Kumar Anand (DIN: 08132362), Independent Director

3. Ms.Bhavnesh(DIN: 10075526), Independent Director as on 31/03/2024.

During the year 2023-2024, the meetings were held on 24/04/2023, 28/06/2023, 31/08/2023 and 29/02/2024 and all the members of the committee attended the meetings.

4. Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of

1.Shri. Vishal Dugar (DIN: 00444076), Independent Director (Chairman),

2.Mr. Sandeep Bansal (DIN: 00165391),Managing Director (Member),

3.Shri Surender Kumar Goel (DIN: 08975800), Whole Time Director as on 31/03/2024.

The board on 29/02/2024 in terms of section 178 (5) of the Companies Act, 2013 constituted a committee of Stakeholder Relationship for address all grievances of Shareholders/ Investors and listing of our shares in future.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on Directors appointment and remuneration including criteria for determining qualification, skills, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013 and under listing Regulations (duly reviewed),is also available on the website of the Company i.e.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year 2023-24 with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions, therefore the information required under Form AOC 2 is Not applicable.

The transactions with Related Parties as per requirement of Indian Accounting Standard -24 are disclosed in Notes 64 (b) of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors, from time to time, in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules and listing Regulations.

A Policy on Related Party Transactions, (as amended), specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company https://swastikpipes.com/policies=

RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16^th May, 2015 which has been amended, and the same is available on the Companys website i.e. https://swastikpipes.com/policies/=

The Audit Committee/ Board of Directors review the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12^th August, 2014. The said Policy has been duly amended and approved by the Board of Directors at their meeting held on the 11^th August 2022.\

In exceptional cases, where a whistle blower, due to the gravity and seriousness of the concern or grievance or due to his/her being not satisfied with the outcome of the investigation and the decision, he/she can have personal and direct access to the Chairperson of the Audit Committee.

The status of the complaints under the Vigil Mechanism, if any, is placed before the Audit Committee and Board, on a quarterly basis. During the year under review, no complaint was received by the Company under Vigil Mechanism/ Whistle Blower Policy.\

The Policy on Vigil mechanism/ Whistle blower, (duly reviewed), is available on the Companys website i.e https://swastikpipes.com/policies/=

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and non-executive directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2024, the Board consists of 6 members, three of whom are executive or whole-time directors and three are nonexecutive independent directors.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, has been adopted by the Board of Directors. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. Further, the Board is of the Opinion that independent Director appointed during the year posses necessary experience have integrity,

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the regulators/courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 39 to the financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business. All related party transactions are negotiated an arms length basis and are intended to further the Companys interests.

There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosures.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE).

Listing fee has been duly paid to NSE for the Financial Years 2024-25.

DISCLOSURES

• Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to your Company.

• Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Clause (m) of subsection (3) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

(Rs in Lakhs)

Sl. No.	Particulars	For the Financial Year ended on 31.03.2024	For the Financial Year ended on 31.03.2023
(i)	Expenditure in Foreign Currency
	Travelling expenses	-	-
	Imported Materials	-	-
	Purchase of Material	116.48	-
	Total
	Total	NIL	NIL
(ii)	Earnings in Foreign Currency	Nil	113.55
	Sale of Flats/Plots/Farms etc.	Nil	Nil

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a system of rules, guidelines, practices and processes which not only enables it to operate in a manner that meets the ethical legal and business expectations, but also helps it to maximise stakeholders value on a sustainable basis. The Company has always placed thrust on managing its affairs with diligence, transparency, responsibility and accountability.

A report on Corporate Governance together with a certificate received from M/s Rishabh J & Associates, Company Secretaries confirming the compliance with the provisions of Corporate Governance up to the extent of the Company is complying in respect of the good corporate governance and as stipulated in Listing Regulations as amended, forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company (permanent, contractual, temporary and trainees) are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year:-

No. of complaints received during the financial year 2023-24	: 00
No. of complaints disposed of during the financial year 2023-24	: 00
No. of complaints pending as on 31st March, 2024	: Nil

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules,2014 the extract of annual return in the prescribed form MGT-9 is attached to this report as Annexure-B

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act, 2013 and Rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s at its respective meetings held on the 11^th August, 2022, have duly reviewed and amended the following Policies/ Criteria/Programs, and, the same are available on the website of the Company at i.e. https://swastikpipes.com/= under the head Statutory Information (APIL Criteria and Policies)Policy for Determination of Materiality of Events/Information.

1. Policy on Preservation of Documents.

2. Corporate Social Responsibility Policy.

3. Board Diversity Policy.

4. Policy on Related Party Transactions.

5. Policy on Remuneration of Directors, Key Managerial Personnel & Other Employees.

6. Criteria of making payment to Non-Executive Directors of the Company.

7. Policy for Material Subsidiary Companies.

8. Criteria for Performance Evaluation of Board & Independent Directors.

9. Code of Conduct for Directors (Including Independent Directors) and Senior Management.

10. Vigil Mechanism/ Whistle Blower Policy.

11. Familiarization Program for Independent Directors.

12. Code of Fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd in terms of SEBI (Prohibition of Insider Trading) Regulations 2015.

13. Enterprise Risk Management.

14. Policy on Archival of Events and Information.

15. Policy for orderly succession for appointment to the Board of Directors and senior management.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is not required to adopt a policy for prevention of Sexual Harassment of Women at workplace as the Company having less than 10 women Employees at its workplace.

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism Policy. The purpose of the policy is to enable employees to raise concerns about unacceptable improper practices and/or any unethical practices being carried out in the organisation without the knowledge of management. All employees shall be protected from any adverse action for reporting any acceptable /improper practice and/or any unethical practice, fraud or violation of any law, rule, or regulation. This Whistle Blower policy will also be applicable to the Directors of the Company. The Audit Committee reviews the same from time to time. No concerns or irregularities have been reported till date.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as

Sl. No.	Name	Designation	Annual Salary (FY 23-24)
1	Sandeep Bansal	Managing Director	2040000
2	Hari Kishor Singh	Plant Head	1212000
3	Chandan Kumar Singh	Plant Head	1188000
4	Sh. Rakesh Jain	Finance Head	1103376
5	Ravi Shekhar	VP Marketing	908400
6	Himanshu Gupta	DCFO	900000
7	Vishesh Kumar	Quality Manager	808800
8	Sandeep Khuda	Director Marketing	760000
9	Ramashish Sinha	Production Manager	705600
10	Alok Sharma	Purchase Manager	673608

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

A formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors during the year.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURE

The company does not have any subsidiary company nor any Joint Venture.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

DIRECTOR RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that?

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation 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 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 had prepared the annual accounts on a going concern basis; and

(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 have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

Insolvency Proceedings

During the period under the review, the Company has neither made any application against any other entity nor an application has been made against the Company.

One time Settlement

During the period under review, the Company has not applied for any Settlement of Loan from bank and therefore, no valuation for such purpose was made.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments and other stakeholders including customers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board For SWASTIK PIPE LIMITED

Sd /-	Sd /-
(SANDEEP BANSAL)	(SANDEEP KHUDA)
DIN:00165391	DIN:10216339

PLACE: NEW DELHI DATED: 28/08/2024