DIRECTORS' REPORT Dear Shareholders, Your directors are pleased to present the 9th Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2015. TURNOVER, NET PROFIT & FUTURE PROSPECTS Revenue from operations (Net of Excise duty) during the year under review was Rs. 6927.72 lacs as compared to Rs. 11030.03 lacs in the previous year. Loss during the year is Rs. 915.23 lacs as compared to Net loss of Rs. 1080.09 lacs in the previous year. Worldwide economic slowdown coupled with hostile competition from china and rise in price of raw material and crude prices affected the textile division of company adversely. Its cost of production increased substantially with no similar increase in price realization of finished product. Company was not even able to service the interest on loans and therefore decided to temporarily stop the production of yarn and decided to give the plant on rent to contribute to the cash flow of the company. Excepting for three months company was not even able to rent it out in the absence of takers. Now price realization is showing signs of improvement and Company accordingly will take decision to run the plant at its own at appropriate time. Company's blanket has been accepted in the market. To monetize the immovable properties to reduce the debt burden and to bring efficiencies and cost reduction, pipe plant was shifted to Sitapura unit. While there is a bright outlook for the polyester sector generally and the specialty segments of interest to Tijaria, the Company is cognizant that, one needs to be vigilant in identifying actively and prudently managing risk inherent to the business and making constant efforts . DIVIDEND The Company has no surplus during the year. Hence, directors do not recommend any dividend on Equity Shares for the current financial year. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND Pursuant to the provisions of Section 125(2) of the Companies Act, 2013 the amount for application money due for refund having credit balance is 8,940. If not claimed it will be transferred to Investor Education and Protection Fund on 14th October, 2018. There was no dividend declared and paid last year and there was no unclaimed or unpaid dividend amount. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the company has uploaded the details of unpaid and unclaimed amounts lying with the company as on September 30, 2014 (date of last Annual General Meeting) on the company's website (www.tijaria-pipes.com) as also on the Ministry of Corporate Affairs' website DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE: There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company's operation in future except order dated 20/06/2014, under the Securities and Exchange Board of India Act, 1992 read with the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) regulation 2003 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 passed by SEBI directing to call back of project advances for Rs.20.4 crore from the vendors and keep in a separate account till further directions, which has been challenged by the company by filing appeal before the SAT, Mumbai. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There was no a loan, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence, the said provision is not applicable. PUBLIC DEPOSITS The Company has not invited or accepted any fixed deposit from the public during the year under review. CORPORATE GOVERNANCE AND LISTING AGREEMENT REQUIREMENTS The Company has complied with all the mandatory requirements of Corporate Governance as specified by Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from Mr. Sanjay Kumar Jain, Company Secretary in Practice, confirming compliance of conditions of Corporate Governance is annexed with this report. In terms of subclause (v) of Clause 49 of the Listing Agreement, certificate of the CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of the Report. Requirements of disclosure required by various clauses of listing agreement are given in corporate governance report also which forms part of this report DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Alok Jain Tijaria, (DIN: 00114937) Managing Director retire from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company. Ms. Kanak Lata Jain, Company Secretary resigned from the Company on dated 05th June, 2014 and Mr. Satish Sharma was appointed as Company Secretary and Compliance Officer of the Company on dated 14/11/2014 and Mr. Vinod Sharma was appointed as Chief Financial Officer of the Company on dated 09/01/2015. Mr. Pawan Kumar Jain (DIN: 01566770), independent director, resigned from the Board on 14th November, 2014. Board records its appreciation for the valuable guidance given by him to the Board from time to time. Brief profile of the directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement as well as by Companies Act, 2013 is annexed to the Notice convening the 9th Annual General Meeting forming part of this Annual Report. None of the directors of the company are disqualified from being appointed as director in terms of section 164 of the Act and have given their consent to act as directors. The company has also received declaration from independent directors that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement. The said declarations also available on the website of the Company. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and is attached to this Report. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had Seven (Including one independent director meeting held on 31st March, 2015) board meetings during the financial year under review. (Detail described in corporate governance report) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. RISK MANAGEMENT POLICY Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company regularly maintains a proper check in normal course of its business regarding Risk Management. The company has adopted a Risk management policy. It has laid down the procedures to inform the Board Members every quarter about the risk management i.e. identification of various risks including risks which may threaten the existence of the company and their minimization procedures. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM Details about audit committee, stakeholders' relationship committee, nomination and remuneration committee are disclosed in the corporate governance report attached. Board has accepted all the recommendations of audit committee. The Company has established a vigil mechanism in terms of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and also in terms of Clause 49 of listing agreement. The details are provided in Corporate Governance Report. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. No personnel has been denied access to the Audit Committee. Whistle Blower Policy cum vigil Mechanism for directors and employees of the company is available on the website of the company viz (<http://www.tijaria-pipes.com/annual_reports/whistle_blower_policy.pdf>) SHARES The Company has neither bought back any security and not issued any Sweat Equity and Bonus Shares during the year under review. EMPLOYEE STOCK OPTION SCHEME The Company has not issued any stock options during the year under review. AUDITORS M/s Agrawal Jain & Gupta Chartered Accountants, Jaipur (firm registration no. 013538C of ICAI), Statutory Auditors of the Company, were appointed in the 8th annual General Meeting held on 30th September, 2014 to hold office until the conclusion of 11th Annual General Meeting to be held in the calendar year 2017 subject to ratification of their appointment in every Annual General Meeting. The company has received a letter from the auditors to the effect that ratification of their appointment if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such ratification of their appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter, there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is proposed to ratify their appointment. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS The Board has duly reviewed the Statutory Auditors' Report on the Financial Accounts. The observations in the Auditors' Report read with Notes to Accounts is self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 134 of the Companies Act, 2013. The qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports are shown in their report. SECRETARIAL AUDIT REPORT The board has appointed Mr. Sanjay Kumar Jain, Company Secretary (having Membership No. 4491 and CP No. 7287) to conduct secretarial audit for the financial year 2014-15, The secretarial audit report for the financial year ended March 31, 2015 is enclosed as Annexure "C". COST AUDITOR In conformity with the directives of the Central Government, the Company has appointed M/s Bikram Jain & Associates, Cost Accountants, as the Cost Auditors u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts for the year ending on 31st March, 2016 on a remuneration of Rs.30000/-plus service tax, if any,. The remuneration is subject to ratification by members in terms of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015. He was also the Cost auditor for the previous year ended 31st March, 2014. There was no qualification or observation or any other remarks by the cost auditor in his report ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS The company has not issued any Foreign Currency Convertible Bonds during the last year. LISTING AT STOCK EXCHANGE The Equity Shares of the company are listed on BSE (Bombay Stock Exchange Limited) and NSE (National Stock Exchange of India Limited) and the listing fee for the Year 2015-16 has been duly paid. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -B to this report. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as per annexure D. There was no employee in the Company covered by sub rule (2) to rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your directors confirm that: 1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any ; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2015 and of the profit and Loss of the Company for that year; 3. they have taken proper and sufficient care to the best of their knowledge and ability 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; 4. they have prepared the Annual Accounts on a 'Going Concern' basis. 5. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. 6. 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. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15 INFORMATION TECHNOLOGY Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated and data is centralized at the head office level. Company is taking utmost precautions for the security of data and having a dedicated team for this. All directors and the designated employees have confirmed compliance with the code. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The company has formulated a policy in respect of directors appointment and remuneration including criteria for determining the qualifications, positive attributes and independence of directors and other matters specified in Section 178 of companies Act, 2013 . Policy also includes performance evaluation of independent directors, Board and its Committes and individual directors which includes criteria for performance evaluation of the non executive directors and executive directors as well as about the familiarization programmes in respect of independent directors. Policy can be seen at the website of the company www.tijaria-pipes.com ANNUAL EVALUATION BY THE BOARD / BOARD EVALUATION Clause 49 of the Listing agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Company's Act , 2013 states that the performance of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Board has done a formal annual evaluation as required under the provisions of Companies Act, 2013. The evaluation framework for assessing the performance of directors comprises of the following key areas: 1. Attendance of Board Meetings and Board Committee Meetings. 2. Quality of contribution to Board deliberations. 3. Strategic perspectives or inputs regarding future growth of Company and its performance. 4. Providing perspectives and feedback going beyond information provided by the management. 5. 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 The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment. BOARD DIVERSITY The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. DIRECTORS' INDUCTION/ FAMILIARIZATION The provision of an appropriate induction programme for new directors and ongoing training for existing directors is a major contributor to the maintenance of high Corporate Governance Standards of the Company. The Chief Executive Officer and the Company Secretary are jointly responsible for ensuring that such induction and training programmes are provided to Directors. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same. Further, the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company The induction process is designed to: a. build an understanding of the Company, its businesses and the markets and regulatory environment in which it operates; b. provide an appreciation of the role and responsibilities of the Director; c. fully equip Directors to perform their role on the Board effectively; d. develop understanding of Company's people and its key stakeholder relationships. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy DISCLOSURES Related Party Transactions All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, the disclosure in 'Form AOC-2' is not applicable. The details of Related Party Transactions are given in the notes to the financial statements. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis 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 an annual basis. The Company has developed a Related Party Transactions Policy, as approved by the Board and the same is uploaded on the Company's website: www.tijaria-pipes.com. ADEQUACY OF INTERNAL FINANCIAL CONTROLS As required by sub rule (5) of Rule 8 of the Companies (Accounts)Rules, 2014 , company has in place a built in system which provided adequate financial controls with reference to the financial statements. MATERIAL CHANGES There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any. ACKNOWLEDGEMENTS Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support. Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company. For and on behalf of the Board of Directors Alok Jain Tijaria Managing Director and Chairman DIN :00114937 Place : Jaipur Date : 28.07.2015 |