Texmo Pipes & Products Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report for the year ended 31st March, 2021.

1. Financial summary or highlights/Performance of the Company (Standalone and Consolidated)

(Amount in Rs. Lakh)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Turnover 42,165.68 32794.56 42,165.68 32794.56
Profit before Interest, Depreciation and Tax Less Interest 2,582.94 1796.89 2,543.28 1,758.74
Less Depreciation 516.47 561.50 516.47 561.50
625.68 619.64 625.68 619.64
Profit before tax Less Provision for tax 1,440.79 615.76 1,401.13 577.61
- Current tax 370.00 154.16 370.00 154.16
- Deferred tax (18.60) 25.08 (18.60) 25.08
Excess provision for earlier year (33.69) 3.96 (33.69) 3.96
Profit after tax 1,123.08 432.56 1,083.42 394.41
Prior year adjustment - -
Profit after tax & prior year adjustments 1,123.08 432.56 1,083.42 394.41
Profit after adjustment of discontinued operations 1,123.08 432.56 1,083.42 394.41
Balance of profit brought forward from earlier years (442.80) (895.22) 2,684.70 2,243.79
Transferred from Revaluation Reserve
Adjustment relating to Fixed Assets (net of Deferred Tax) - - - -
Unamortized cost written off on discounting of loans to subsidiary (31.28) (28.97) (2.90) (2.32)
Other comprehensive income 34.18 44.30 34.18 44.30
Exchange difference on translation of financial statements of foreign operations - - -
Profit available for Appropriations: 683.18 (447.32) 3,799.41 2,680.18
Appropriations Transfer to General Reserves Proposed dividend:
- Equity
- Preference
Profit carried to Balance Sheet 683.18 (447.32) 3,799.41 2,680.18

During the year under review, the Company recorded total revenue of Rs 42,165.68 Lakhs as compared to Rs. 32,794.56 Lakhs in the previous year which is increase by 28.58% The Company has earned a net profit of Rs. 1,123.8 Lakhs as against profit of Rs. 432.56 Lakhs in the previous year which is increase by 159.64%. Your Directors are hopeful that the Company may continue showing better performance in coming year.

2. Change in nature of Business

During the year under review, there has been no change in the nature of business of the Company.

3. Dividend

Your Directors do not recommended any dividend for the year ended 31st March, 2021 and the available surplus be retained to strength the net worth of the company.

4. Transfer to Reserves

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31st March, 2021.

5. Details of Subsidiary / Associate Companies

The Company had one subsidiary namely Tapti Pipes & Products Limited FZE (Overseas Subsidiary).

The consolidated financial statements of your Company for the financial year 2020-21, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, as approved by their respective Board of Directors.

A separate statement in Form AOC-1 containing the salient features of financial statements of subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

6. Commission received by Directors from Subsidiary.

During the year under review none of the directors of the Company are in receipt of the commission or remuneration from subsidiary of the Company, as provided under section 197 (14) of the Companies Act, 2013.

7. Details relating to remuneration of Director, KMPs and employees

Disclosure pertaining to remuneration and other details as required Section 197(12) of the Companies Act 2013 read with rule 5 (1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - A.

8. Particulars of Employees

The statement of employees who receives remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure - A to this report.

9. Particulars of loans, guarantees, investments outstanding during the financial year

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 standalone financial statement (Please refer to Note 6 and 7 to the standalone financial statement).

10. Annual Return

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2019-20 is available on the web-link of the Company at https://texmopipe.com and the Annual Return for Financial Year 2020-21 will be made available on the website of the Company once it is filed with the MCA.

11. Deposits

Your Company has not invited/accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under, during the year under review.

12. Conservation of energy, technology absorption, foreign exchange earnings and outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Boards Report and is annexed as Annexure - B.

13. 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 and on an arms length basis. During the year, the Company had 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. The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 for the financial year 2020-21 in the prescribed format, AOC 2 has been enclosed with the report as Annexure - C.

The Policy on materiality of related party transactions and manner of dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://texmopipe.com

14. Auditors:

A. Statutory Auditors:

The Statutory Auditors M/s Anil Kamal Garg & Company, Chartered Accountants, Indore (Firm Registration No. 004186C) was appointed in 10th Annual General Meeting to hold office from the conclusion of the 10th Annual General Meeting for a term of five consecutive years till conclusion of 15 th Annual General Meeting (subject to ratification of the appointment by the members at every Annual General Meeting).The requirement of seeking ratification of the members for the continuous of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from May 07, 2018.

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

B. Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Dinesh Kumar Gupta, Company Secretary in Practice, Indore (M.P.), to undertake the Secretarial Audit of the Company for the Financial Year 2021-22.

C. 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 appointed M/s. Saurabh Parikh and Associates, Cost Accountants, (Firm Registration No. 101495) as Cost Auditor of the Company, for the financial year ending 31st March 2022, on a remuneration as mentioned in the Notice convening the 13th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Saurabh Parikh and Associates, 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 Auditor forms part of the Notice of the 13th Annual General Meeting of the Company and same is recommended for your consideration.

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Accordingly, the Company has made and maintained such accounts and records.

15. AUDITORS REPORTS

A. Statutory Auditors Report:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Auditors Report :

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company has obtained a Secretarial Audit Report in the prescribed Form MR-3, from CS Dinesh Kumar Gupta, Company Secretary in practice, Indore (M.P.). The Company has also taken Secretarial Compliance Report during the year from Secretarial Auditor as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 requirement. The Secretarial Auditor Report dated August 13, 2021 is annexed herewith as Annexure - D. The Secretarial Auditor has observed qualifications as above in the report as under:

a. As per Regulation 17 (1) (a) & (b) & Regulation 25 (6) of SEBI LODR, the company should have at least 3 Independent Directors, but no Independent Director has been appointed since resignation of existing Independent Director w.e.f.

14.02.2020.

However, after the closure of financial year, the company has appointed New Independent director in immediate next Board Meeting held on 24.07.2020.

b. As per Regulation 19 (1)(b) of SEBI LODR All directors of the Nomination and remuneration committee shall be non-executive directors. From 14.02.2020 till 23.07.2020, out of 3 directors, 1 is Executive Director who was member of the Nomination and remuneration committee instead of Non-Executive Director in meeting held on 24.07.2020. However, after the closure of financial year, the company has appointed New Independent director in immediate next Board Meeting held on 24.07.2020 and thereafter re-constituted Nomination and remuneration committee in compliance of Regulation 19(1)(b) of SEBI (LODR).

c. The company has filed Form MSME FORM I i.e. Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises (October to March 2020) after the closure of Financial year on

23.06.2021.

d. The company has filed Form MSME FORM I i.e. Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises (April to September 2020) after the closure of Financial year on

16.07.2021.

e. The company has filed Form CRA-4 i.e. Cost Audit Report for the Financial Year 2019-20 after the closure of Financial year on 28.04.2021 with additional fees.

The comments of the Board on the above are as under:

1. After the closure of financial year, the Company has appointed New Independent director in immediate next Board Meeting held on 24.07.2020.

2. After the closure of financial year, the Company has appointed New Independent director in immediate next Board Meeting held on 24.07.2020 and thereafter accordingly re-constituted Nomination and Remuneration Committee in compliance of Regulation 19(1)(b) of SEBI (LODR) 2015.

3. The Company due to the COVID-19 pandemic situation and the hardship faced for collating data due to lockdown and restrictions, has filed Form MSME FORM I for October to March 2020 after the closure of Financial year on

23.06.2021.

4. The Company due to the COVID-19 pandemic situation and the hardship faced for collating data due to lockdown and restrictions, has filed Form MSME FORM I for April to September 2020 after the closure of Financial year on 16.07.2021

5. The Company due to the COVID-19 pandemic situation and the hardship faced due to lockdown and restrictions, in consultation with the Cost Auditors, has filed Form CRA-4 i.e. Cost Audit Report for the Financial Year 2019-20 after the closure of Financial year on 28.04.2021.

16. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

17. Share Capital

During the Financial Year 2020-21, the Company has increased the Authorized Share Capital of the Company from Rs. 30,00,00,000/- divided into 3,00,00,000 Equity Shares of Rs. 10/- each to Rs. 36,00,00,000/- divided into 3,60,00,000 Equity Shares of Rs. 10/- each and amended Clause V of the Memorandum of Association of the Company vide Ordinary resolution passed at Annual General Meeting held on 14th October, 2020.

There has also been increase in issued, subscribed and paid-up share capital of the Company from Rs. 26,32,00,000/- to Rs. 29,19,50,000/-, pursuant to allotment of 28,75,000 Equity shares of face value of Rs. 10/- at a premium of Rs. 3.90/- each on 28th October, 2020 on preferential basis to Shri Sanjay Kumar Agrawal and Smt. Rashmi Devi Agrawal, Promoters of the Company.

The Company has complied all the provisions of Companies Act, 2013 & Rules made thereunder, SEBI (LODR) Regulations, 2015, SEBI (ICDR) Regulations, 2018, SEBI (SAST) Code and all other applicable provisions including obtaining all requisite approvals from National Stock Exchange of India Ltd. & BSE Ltd. where the shares of the Company are listed.

As on 31.03.2021, the Company has authorized share capital of Rs. 36,00,00,000/- divided into 3,60,00,000 Equity Shares of Rs. 10/- each & issued, subscribed and paid-up share capital stands at Rs. 29,19,50,000/- divided into 2,91,95,000 Equity Shares of Rs. 10/- each.

18. Disclosure regarding issue of employee stock options

The Company has not issued any shares under employees stock options scheme pursuant to provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

19. Disclosure regarding issue of sweat equity shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

20. Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Vijay Prasad Pappu (DIN:02066748), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Mr. Vijay Prasad Pappu has given declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

Mr. Amber Chaurasia (DIN 07729278), an Independent Director of the Company whose period of office is liable to expire on February 09, 2022, the Board of Directors based on recommendation of Nomination and Remuneration Committee, and subject to the approval of members of the Company at the ensuing Annual General Meeting, considered re-appointment of Mr. Amber Chaurasia (DIN 07729278) as an Independent Director of the Company for a second term of 5 consecutive years with effect from February 10, 2022 pursuant to Section 149 (including other applicable provisions if any) of the Companies Act, 2013 and Rules thereof including amendments thereunder and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, including amendments thereunder. He is not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and Rules thereof including amendments thereunder and has given his consent to act as director. The Company has also received declaration from Mr. Amber Chaurasia (DIN 07729278) that he meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Rules thereof including amendments thereunder and Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 and Rules thereof including amendments thereunder, proposing the candidature of Mr. Amber Chaurasia for the office of Director of the Company.

During the year under review, and pursuant to provisions of Section 149 & 161(1) of Companies Act, 2013, applicable provisions of SEBI (LODR) Regulation, 2015, Articles of Association of the Company and as per recommendations of Nomination and Remuneration Committee, Dr. Smita Hajari (DIN:08763920) appointed as an Additional Independent Director of the Company with effect from 24th July, 2020. Dr. Smita Hajari, aged about 42 year has a rich experience of 19 years in the field of academics and administration. She has specialization in the field of industrial administration and corporate management. The members of the Company in their last AGM held on 14th October, 2020 have confirmed and regularized appointment of Dr. Smita Hajari (DIN 08763920) as Non-Executive Independent Director of the Company for a term of 5 consecutive years upto 23rd July, 2025.

During the year under review, Mr. Ajay Shrivastava (ACS no. 41817) appointed as Company Secretary and Compliance Officer of the Company with effect from 24th July, 2020.

21. Declaration given by Independent Director(s) and reappointment.

In compliance with Section 149(7) of the Act, all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

The Members of the Company in the Annual General Meeting held on 14th October 2020 had approved the appointment of Dr. Smita Hajari as Independent Director for the term of 5 consecutive years with effect from 24th July, 2020.

Other than the above, there are no other appointment / re-appointment of Independent Directors of the Company in the Financial Year 2020-21.

22. Internal Financial Controls

The Company believes that internal control is necessary principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Companys independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company uses SAP Systems as a business enabler and also to maintain its Books of Account. The SOPs in tandem with transactional controls built into the SAP Systems ensure appropriate segregation of duties, tiered approval mechanisms and maintenance of supporting records. The systems, SOPs and controls are reviewed by Senior management and audited by Internal Auditor whose findings and recommendations are reviewed by the Audit Committee of Board of Directors and tracked through to implementation.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

23. Number of meetings of Board of Directors and committees

The details of Board and Committee meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

24. Committees of the Board

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant Committees of the Board of Directors are also given in the Corporate Governance Report which forms a part of this Annual Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

25. Familiarization Programme

The Company has conducted the programme through its Managing Director, Whole-time Director, Company Secretary and other Senior Managerial Personnel to familiarize the Independent Directors with Company in following areas:- Familiarization with the Company;

- Independent directors roles, rights and responsibilities;

- Board dynamics & functions;

- Nature of the Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The Policy on Familiarization Programme may be accessed on the Companys website at the link: https://texmopipe.com

26. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 is applicable to the Company from this financial year, accordingly the Company has developed and implemented Corporate Social Responsibility initiatives. The Board in its meeting held on October 28, 2020 adopted Corporate Social Responsibility (CSR) Policy of the Company and the composition of the CSR Committee is as under:

1. Dr. Smita Hajari, Chairperson

2. Mr. Sanjay Kumar Agrawal, Member

3. Mr. Parvez Anjum, Member

The Report on CSR activities is annexed herewith as Annexure - E.

27. BOARD EVALUATION:

Pursuant to provisions of the section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report

28. Corporate Governance

The Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. The Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report as Annexure - F.

29. Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at https://texmopipe.com. During the year under review no complaint was received in vigil mechanism.

30. Nomination and Remuneration Policy

The Company framed a policy for Nomination and Remuneration of all Directors & KMPs etc in accordance with provisions of section 178 of Companies Act, 2013 and Rules made thereunder and other applicable provisions of Companies Act, 2013, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to harmonize the aspirations of human resources consistent with the goals of the Company. Board of Directors of the Company approved and updated the said policy as and when required. The same may be accessed on the Companys website at: https://texmopipe.com

The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Members are expected to possess the required qualifications, integrity, expertise and experience for the position. They should also possess the deep expertise and insights in sectors / areas relevant to the Company and ability to contribute to the Companys growth.

31. Risk Management Policy

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks. One of the key risks faced by the Company in todays scenario is the wide and frequent fluctuations in the prices of its raw material. Any further increase in prices of raw materials could create a strain on the operating margins of the Company. Inflationary tendencies in the economy and deterioration of macroeconomic indicators can impact the spending power of the consumer because of which down trading from branded products to non-branded can occur which can affect the operating performance of the Company.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our operations and profitability.

However the Company is well aware of the above risks and as part of business strategy has put in mechanism to ensure that they are mitigated with timely action. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.

32. Transfer to Investor Education and Protection Fund

During the year under review the Company has no liability to transfer to Investor Education and Protection Fund.

33. Management Discussion and Analysis Report

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Boards report as Annexure - G.

34. Directors Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors Confirm that:-

(i) In the preparation of the annual accounts for the financial year 2020-21, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

35. Material changes and commitments affecting the financial position of the Company.

There have been no material changes and commitments affecting financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

36. Details of significant and material orders passed by the regulators or courts or tribunal

There were no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Companys operations in future.

37. Code of Conduct

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. The compliance of the same has been affirmed and a declaration signed by the Managing Director to this effect is given below. Code of Conduct has also been posted on the Companys Website. https://texmopipe.com

Declaration

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms that it has obtained from all the Members of the Board and senior management personnel, affirmations that they have complied with the code of conduct in respect of financial year ended on March 31, 2021.

38. Anti-sexual harassment policy

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints pending at the beginning of the financial year: Nil Number of Complaints received during the financial year: Nil Number of Complaints disposed off during the financial year: Nil Number of Complaints pending at the end of financial year: Nil

39. Acknowledgement

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, advisors, valued customers, suppliers, banks, consultants, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors
Sanjay Kumar Agrawal Vijay Prasad Pappu
Managing Director Whole Time Director cum CFO
(DIN 00316249) (DIN 02066748)
Place:- Burhanpur
Date: 13.08.2021