tijaria polypipes ltd Directors report

(Amount in lacs)

During the financial year ended March 31, 2023, your Company recorded a turnover of Rs. 1401.37 Lacs as compared to the turnover of Rs 5510.41 Lacs recorded during the previous financial year ended March 31, 2022. The Net loss of your Company for the financial year ended March 31, 2023 stood at Rs. 945.55 lacs as against the Net loss of Rs. 2169.46 lacs for the financial year ended March 31, 2022.

The Bank account of the Company has not been Operative as the company is unable to pay the banks dues due to adverse financial position. The Promoters of the Company wants to settle the NPA loans but the Bank is not agreeable to the Terms proposed by the Promoters.

In Last year, Textile divisions product Mink Blanket did not well performed due to heavy burden of financial cost over Fixed Assets. So the Textile unit closed. Further the Company has not received any order in pipe line division, Hence the Production is not carried on since along.

Future Outlook:

The company is not making profit and the business of the company has been adversely affected due to inoperative bank account of the company also The company has not received any order in pipe line division; hence the production is not carried on since along. Further due to paucity of funds The Company is not in a position to resume the business of Yarn Division, once the conditions are in favor of the Company, a decision will be taken accordingly by the Promoters of the Company. The Companys aim is to first come out from losses. Various initiatives and measures being taken to achieve this will surely make the Companys future better. The board of the company wants to settle the NPA loans to run the day to day operations of the company smoothly and when it materializes the company will be functional and production will be started.

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31st March 2023 is included in the annual accounts.

In the last year, the board had decided not to continue the mink blanket unit during the year 2022-2023. Further the company has not received any order in pipe line division; hence the production is not carried on since along.

The Board of Directors of your Company has not transferred any amount to the Reserves, for the year under review.

During the year under review, Company has not transferred any amount to the Investor and Education protection Fund (IEPF).

The Company has no surplus during the year. Hence, no dividend has been recommended by the Board of Directors of the Company.

SEBI has passed adjudication order dated March 09, 2021 against Mr. Alok Jain Tijaria, Mr. Vikas Jain Tijaria, Mr. Praveen Jain Tijaria and Mr. Vineet Jain Tijaria in the matter of IPO of Tijaria Polypipes Ltd. for the violation under Regulations 57(1) and 57(2) read with Schedule VIII, Part A (16) of SEBI (ICDR) Regulations, 2009 and Regulations 59, 60(4) and 60(7) (a) of the ICDR Regulations. In this order, penal provisions are imposed against abovementioned person under Section 15HB of the SEBI Act, 1992 imposing penalty of Rs. 2,00,000/- at each person aggregating of Rs. 8,00,000/-, against of which, the petition filling is under process by the company.

The stock exchanges imposed fine on dated 27.12.2022 of (Rs.) 25000+GST @18%=Total Fine payable(Rs.)29500 to BSE as well Total Fine payable(Rs.) 29500 to NSE for Non/Late compliance with Reg.23 (9) for half year ended September2022 as per SEBI circular no.

SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020; The Company has paid the fine imposed by the Stock exchange with in time.

The stock exchanges imposed fine on dated 30.06.2023 of (Rs.) 155000+GST @18%=Total Fine payable (Rs.) 182900 to BSE as well Total Fine payable (Rs.) 182900 to NSE for Non-submission of the Standalone Statement of Impact of Audit as per Regulation 33 of SEBI (LODR) Regulations, 2015; The Company has made waiver application to the Stock exchanges and the response is awaited from the Stock exchanges.

No preferential Allotment is made by the company during the F.Y. 2022-23.

10. Particulars of Loans, Guarantees or Investments:

Loans, Guarantees and Investments covered under Section 186 of Companies Act, 2013 form part of the Notes to the financial statements provided in the Annual Report.

10. Public Deposits :

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Material Changes and Commitments:

Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report

12. Corporate Governance Report:

The Corporate Governance Report, duly approved by the Board of Directors together with the certificate from the Company Secretary in Practice confirming the compliance with the requirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

13. Directors Responsibility Statement

Your Directors state that: i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii) They 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) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) They had prepared the annual accounts on a going concern basis; v) They laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Meeting of Board of Directors & Its Committees:

During the year, board of directors of your company met Eight (8) times. For details of Composition & Meetings of Board and its Committees, please refer to the Report on corporate Governance, which forms part of this report. During the year, no such instances occurred that the Board has not accepted any recommendation of the Audit Committee.

15. Directors and Key Managerial Personnel(s):

A. Following directors were associated with the Company as on 31^st March, 2023.

16. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

17. Key Managerial Personnel

There were following changes occurred in the Directors/KMP during the financial year and after closure of the financial year

18. Meeting of Independent Director

As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section 149(8) of Companies Act, 2013, the independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. Accordingly, the Independent directors held their meeting on Wednesday, March 08, 2023 and

a. Reviewed the performance of Non-Independent Directors and the Board as a whole; b. Reviewed the performance of the Chairperson taking into account the views of Executive Directors and Non- Executive Directors; c. Assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.

19. Statement of Performance Evaluation by the Board

The Board of Directors of your company, basis the procedures, have evaluated its own performance and that of its Committees and Individual Directors.

20. Nomination and Remuneration Policy

A Nomination and Remuneration Policy has been formulated, pursuant to Section 178 and other applicable provisions of the Companies Act, 2013 and Rules applicable thereto. The said policy may be referred at www.tijaria-pipes.com. The Brief of the Remuneration Policy as approved by the Board is given below: a. The Non-Executive Directors and Independent Directors shall receive remuneration only by way of sitting fees as may be decided by the Board from time to time under the provisions of the Companies Act, 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate and taking into consideration the required factors. Any fees paid to Independent Directors for professional services shall not be considered as part of remuneration, subject to the provisions of the Companies Act, 2013. b. Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending Board / Committee Meetings. c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Companys Policy, subject to compliance with the provisions of the Companies Act, 2013.

21. Business Risk Management:

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015, the constitution of Risk Management Committee is not applicable on the Company. However, pursuant to Regulation 17(9) of the said Regulation read with Section 134(3)(n) of the Companies Act, 2013, the Board regularly identify the business risk, evaluates it and thereafter proper mechanism is adopted to overcome the business risk.

22. Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any. The Policy can be accessed at the website of the Company at www.tijaria- pipes.com.

23. Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder a copy of the Annual Return be placed at the Companys website https://www.tijaria-pipes.com/ after Conclusion of Forthcoming Annual General meeting.

24. Remuneration of Directors and Employees:

The disclosure pertaining to remuneration and other details of directors and employees as required under section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personal) Rules, 2014 and the amendment thereof have been provided in the ‘Annexure-I forming part of this report. During the period under review, the Managing/Whole time Director of the company was not in receipt of any commission from the company.

25. Particulars of Contracts or Arrangements with Related Parties:

All transactions with related parties during the year were on arms length basis and in the ordinary course of business. The disclosure of Related Party Transactions have been reported in Form no. AOC-2 is set out in Annexure II to this report.

26. Internal Financial Control:

There is an adequate system of internal financial control procedures which commensurate with the size and nature of business. Audit Committee regularly reviews adequacy and effectiveness of the Internal Controls and Systems followed by the Company. Statutory Auditors in their report has also expressed their opinion on internal financial control with reference to the financial statements which is self-explanatory.

27. Auditors

I. Statutory Auditors and their Report:

The Shareholders of the Company at the 14^thAnnualGeneral Meeting held on 14^th September, 2020 appointed M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration No. 009184C) as the Auditors of the Company for a period of 5 years till the conclusion of 19^th Annual General Meeting of the Company.

The Report of Statutory Auditor M/s Amit Ramakant & Co., Chartered Accountants, on financial statements, for the year ended 31st March, 2023, Following qualification has been given by the Auditors in the audit report on Standalone Financial Statements of the Company: As discussed in basis of disclaimer of opinion to the Standalone Ind AS Financial Statements for the year ended March 31, 2023,

II. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Naredi Vinod & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. Their report in Form MR-3 for the financial year ended March 31, 2023 is provided as Annexure-III to the report. The Secretarial Auditors report does not contain any qualification, reservation, adverse remark, disclaimer or observations. The report is self-explanatory and do not call for any further clarification. No fraud has been reported by the Auditor. In the Board meeting held on 29^th May, 2023, the Board of Directors has further appointed M/s Naredi Vinod & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.

III. Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on th the recommendation of the Audit Committee, at its meeting held on 29 May,2023 has approved the appointment of M/s Avnesh Jain & Co., Cost Accountants, having Firm Registration No. 101048 for the Company for the financial year ending 31st March 2024 at a remuneration of Rs. 20,000 ratified by the Shareholders in the 17^th Annual general meeting held on 27^th September, 2023. The Report of the Cost Auditors for the financial year ended 31st March 2023 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period. The provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended 31st March 2023.

IV. Internal Auditor:

Pursuant to provision of Section 138 of the Companies Act, 2013 and rules made there under, the Board has appointed M/s Anirudh Kumar & Co., Chartered Accountants, as an Internal Auditor of the Company for financial year 2022-23 and they have completed and submitted the internal audit report for the period as per the scope defined by the Audit Committee.

In the Board meeting held on 29^th May, 2023, the Board of Directors has appointed M/s Avnesh Jain & Co., Chartered Accountants, and Jaipur, as an Internal Auditor of the Company for financial year 2023-24.

28. Corporate Social Responsibility:

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. The Companys Policy on Corporate Social Responsibility is available on the website of the Company at http://www.tijaria-pipes.com/annual_reports/CSR-Policy_Tijaria.pdf.Pursuant to section 139(5), every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial years. Average net profits of the company made during the three immediately preceding financial years are as follows:

After calculating the average net profit of three immediately preceding financial years of your company as mentioned above, it is showing that the company is incurring heavy losses. So, your company doesnt need to spend the required expenditure on CSR activities.

29. Human Resources:

Your Company continues to be employee centric focusing on their growth and spread of knowledge to build and mature next level leadership. Further, necessary help and support is extended in case of emergency and on special occasions.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A statement giving details of conservation of energy, technology absorption and Foreign Exchange Earnings and Outgo in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed hereto as Annexure -IV and forms part of this report.

31. Subsidiary, Associate or Joint Venture

Company has no subsidiary, associate or joint venture companies.

32. Familiarization Programme for Independent Director:

The company has familiarized the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programs. The details of such familiarization programs have been disclosed on the Company website at www.tijariapolypipes.com

A. The Company has received a recall notice dated 04/07/2022 from Bank of India, Branch Laxmi Complex Building, Subhash Marg, C-Scheme, Jaipur-302001 Rajasthan stating that the Loan/ Facilities has been marked as Non-Performing Assets (NPA) on 30/6/2022 (w.e.f. 27/11/2020).

B. The Company has received a notice u/s 13(2) of the Securitisation and reconstruction of financial assets and enforcement of security interest act, 2002 dated 28/07/2022 from Bank of India, Branch Laxmi Complex Building, Subhash Marg, C-Scheme, Jaipur-302001 Rajasthan stating regarding various credit facilities aggregating to an amount of Rs. 76.38 Cr. as on 28/07/2022 includes Term Loan, Cash Credit, Bank Guarantee L.C. against the following securities.

Principal Security:

Collateral Security:

The bank has also stated that repayment will be made with in a period of 60 days from the date of this notice dated 28.07.2022 filling which bank will exercise all or any powers u/s 13 of SARFAESI against the company.

Pursuant to regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Following Pledge Shares held by the Promoters of the Company of Tijaria Polypipes Limited was acquired by the Bank due to NPA of Loan Account.

36. Management Discussion and Analysis Report:

In Compliance with Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis as approved by the Board of Directors, forms part of this Annual Report.

37. Code of Conduct:

The Board of Directors have laid down the Code of Conduct for all Directors/Senior Officers of the Company. The Code ensures the prevention of dealing in Companys shares by persons having access to unpublished price sensitive information. The Board Members and the Senior Officers have affirmed their compliance with the Code of Conduct for the year ended March 31, 2023 and a declaration signed by the Managing Director to this effect is attached and forms part of this Annual Report. The Code of Conduct is available on the website of the Company www.tijaria-pipes.com.

38. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

A policy has been framed and adopted for prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. An Internal Complaints Committee (ICC) has been constituted and there were no complaints reported under the Act during the year.

39. Acknowledgment

Your Directors take this opportunity to thank all Investors, customers, Vendors, Banks and Government authorities for their continued support. Your Directors wish to place on record their appreciation of the valuable contribution made by the employees.