A Oneindia Venture
Click it and Unblock the Notifications
Directors Report of Malpani Pipes & Fittings Ltd.
Mar 31, 2025
|
FINANCIAL YEAR 2024-25 AT GLANCE Financial Highlights |
(Rs. in Lakhs. |
|
|
Particulars |
Standalone |
|
|
F.Y. 2024-25 |
F.Y. 2023-24 |
|
|
Revenue from Operations |
14,096.73 |
14,096.18 |
|
Other Income |
78.20 |
20.05 |
|
Total Income |
14,174.93 |
14,116.23 |
|
Less: Total Expenses before Depreciation, Finance Cost and Tax |
12,639.06 |
12,766.52 |
|
Profit before Depreciation, Finance Cost and Tax |
1,535.87 |
1,349.71 |
|
Less: Depreciation |
131.99 |
84.81 |
|
Less: Finance Cost |
315.68 |
261.88 |
|
Profit Before Tax |
1,088.20 |
1,003.02 |
|
Less: Current Tax |
272.07 |
265.72 |
|
Less: Short provision for earlier year |
(0.74) |
- |
|
Less: Deferred tax Liability (Asset) |
9.92 |
0.68 |
|
Profit after Tax |
806.95 |
736.62 |
BUSINESS OVERVIEW
The Company was incorporated as "Malpani Pipes And Fittings Private Limited" on February 3, 2017 under the provisions of Companies Act, 2013 with the Registrar of Companies, Gwalior with an object to engage in the manufacturing and supply of all type of pipes, fittings and tube products made from ferrous or non-ferrous metals, plastic, rubber or any other material, as well as all types of pipes, fittings and tube products and by-products and the sale, dealing or fabrications of steel and iron or non-ferrous metal and by-products. Products portfolio of the Company includes High-Density Polyethylene (HDPE) Pipes, Medium-Density Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes, all marketed under the brand name "Volstar". The Company has manufacturing plant located in central India i.e. Ratlam, Madhya Pradesh. The plant is well equipped with essential machinery, infrastructure, and an in-house testing facility, which ensures that product conforms to the requisite standards.
The company was honored as one of the "Top 10 Irrigation Equipment Manufacturers - 2024" by Industry Outlook. Since its inception in 2017, the Company has grown significantly from starting with just two machines for pipe manufacturing. The Company now operates 10 production lines with a total installed capacity of 11,500 M.T.P.A. and have expanded its product range to include MDPE, LLDPE, Sprinkler Pipes, and Drip Pipes.
The Company has marketing presence in the states of Madhya Pradesh, Maharashtra, Uttar Pradesh, Gujarat, Andhra Pradesh and Rajasthan. The Company distributes its products from its manufacturing unit located at Ratlam, Madhya Pradesh and also from its warehouse located at Bhiwandi and Amravati in Maharashtra.
The Promoter and Managing Director, Mr. Rohit Malpani, is a Master of Business Administration from The ICFAI University, Dehradun. He is Bachelor of Engineering (Instrumentation & Control Engg.) from Rajiv Gandhi Proudyogiki Vishwavidyalaya, Bhopal, University of Technology of Madhya Pradesh. He has been instrumental in oversees manufacturing operations, procurement processes, and provides strategic direction to the company. Mr. Mohit Malpani, our Whole Time Director, leads our distribution, marketing, and sales strategies. Mr. Harsh Malpani, Whole Time Director and Chief Financial Officer, manages the Finance and Accounts department of the Company.
During the year under review, the Company has earned total income of ?14,174.93 Lakhs as against the total income of ?14,116.23 Lakhs of previous year which states 0.42% increase in the total income as compared to previous year.
The profit before tax in the financial year 2024-25 stood at ?1,088.20 Lakhs as compared to profit of ?1,003.02 Lakhs for last year which state 8.49% increase in Profit before tax and net profit after tax stood at ?806.95 Lakhs as compared to profit of ?736.62 Lakhs for the previous year which state 9.55% increase in profit of the Company.
The audited financial statements of the Company drawn up both on standalone basis, for the financial year ended March 31, 2025, in accordance with the requirements of the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles.
With a view to conserve and save the resources for future prospect of the Company, your directors regret to declare dividend for the financial year 2024-25 (Previous Year Nil).
Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.
The Company has been engaged in the business of manufacturing and supply of all type of pipes, fittings and tube products made from ferrous or non-ferrous metals, plastic, rubber or any other material, as well as all types of pipes, fittings and tube products and byproducts and the sale, dealing or fabrications of steel and iron or non-ferrous metal and by-products. The products portfolio includes High-Density Polyethylene (HDPE) Pipes, Medium-Density Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes. In order to excel in the existing business of Pipes and Fittings, the company has, in Extra-Ordinary General Meeting held on May 13, 2024, obtained an approval of members of the company by way of special resolution to remove the object relating to Food Grains, Pulses and Vegetables.
CHANGE IN NATURE OF CONSTITUTION
With a view to issuance of shares in initial public offering (IPO) and to get the benefit of listing, the board of directors, at its meeting held on May 11, 2024, agreed to convert the company into public company which
was further approved by members of the company in their Extra-ordinary General Meeting held on May 13, 2024. Pursuant to conversion, a fresh certificate of incorporation was issued by the Registrar of Companies, Gwalior dated July 29, 2024.
SHIFTING OF REGISTERED OFFICE
During the year under review, with a view to improve operational efficiency, the company has shifted its registered office from its present location i.e. 60-A-4, Sector B Industrial Area, Ratlam, Madhya Pradesh-457001, India to 65-A Sector-B, Industrial Area, Ratlam, Madhya Pradesh, India, 457001 w.e.f. August 07, 2024.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)
The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholders.
INITIAL PUBLIC OFFERING (IPO) AND LISTING
During the year under review, the Company successfully completed its Initial Public Offering (IPO) of equity shares. The IPO consisted of a fresh issue of 28800000 equity shares of face value of ?10.00 each, aggregating to ?25,92,00,000. The Issue was approved by the shareholders in their Extra-Ordinary General Meeting held on August 31, 2024. Further, the company has obtained an in-principle for the proposed public issue from BSE Limited on December 24, 2024. The issue was open for subscription from January 29, 2025 to January 31, 2025 and received an overwhelming response from investors across categories including Qualified Institutional Buyers (QIBs), Non-Institutional Investors (NIIs), and Retail Individual Investors (RIIs). Further, the Anchor investor portion issue was opened and closed on January 28, 2025 i.e. One day prior to opening of the issue.
Pursuant to the offering of 28800000 (Twenty Eight Lacs Eighty Thousands) equity shares of ?10/- each at the issue price of ?90/- (Rupees Ninety Only) per equity share (i.e. at the premium of ?80/- (Rupees Eighty Only) per equity share), aggregating to ?25,92,00,000/- (Rupees Twenty Five Crore Ninety Two Lacs Only), 800000 shares were allotted to Anchor investors and 2080000 equity shares to the successful applicants on Saturday, February 01, 2025.
Pursuant to the successful completion of the IPO, the equity shares of the Company were listed on BSE SME Platform on February 04, 2025.
The net proceeds from the fresh issue have been/will be utilized for the following purposes as stated in the offer document:
1. Capital Expenditure for purchase of machineries; 3. General Corporate Purpose.
2. Repayment of Debt;
|
The required disclosures with respect to the allotment of equity are as follows: |
|
|
Description |
Particulars |
|
Date of issue and allotment of shares |
Date of issue: 30/08/2024; Date of allotment: 01/02/2025 |
|
Method of allotment |
public issue |
|
Issue price |
?90.00 |
|
Conversion price |
NA |
|
number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities |
0 |
|
number of shares or securities allotted to the promoter group (including shares represented by depository receipts) |
0 |
|
in case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer |
NA |
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board
The Company has the optimum combination of executive and non-executive Directors in compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Articles of Association of the
company as also the applicable provisions, if any, of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended.
As on date of this report, the Board of the Company comprises of six Directors out of which one is Managing Director, Two are Whole-time director, One is Promoter Non-Executive Director and two are of Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors.
During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:
Authorized Capital
The Authorized Share capital of the company stood at ?12,00,00,000/- (Rupees Twelve Crore Rupees Only) divided into 12000000 (One Crore Twenty Lacs) equity shares of ?10/- (Rupees Ten Only).
During the year under review, the Authorized Share Capital of the Company has been increased from ?7,50,00,000/- (Rupees Seven Crore Fifty Lacs Only) divided into 7500000 equity shares of ?10/- (Rupees Ten Only) to ?12,00,00,000/- (Rupees Twelve Crore Rupees Only) divided into 12000000 (One Crore Twenty Lacs) equity shares of ?10/- (Rupees Ten Only) vide special resolution passed in the Extra-Ordinary General Meeting held on April 25, 2024.
Issued, Subscribed & Paid-up Capital
During the year under review,
⢠With a view to capitalize the free reserves and to rationalize the capital structure, the members of the company, vide Special resolutions passed in the Extra-Ordinary General Meeting held on August 31, 2024, approved issuance of 54,67,500 (Fifty Four Lacs Sixty Seven Thousands Five Hundred) bonus equity shares in the ration of 9:4 (i.e. Nine bonus fully paid-up new equity share of ?10/- for every
Four fully paid-up equity shares of ?10/- each held) to existing shareholders;
⢠Pursuant to the initial public offering of 28,80,000 (Twenty-Eight Lacs Eighty Thousand) equity shares of ?10/- each at the issue price of ?90/- (Rupees Ninety Only) per equity share (i.e. at the premium of ?80/- (Rupees Eighty Only) per equity share), aggregating to ?25,92,00,000/- (Rupees Twenty-Five Crore Ninety-Two Lacs Only), the Company has allotted 28,80,000 equity shares to the successful applications on Saturday, February 01, 2025.
The objects of the issue were funding capital expenditure requirements for the purchase of equipment/ machineries to expand its product range, Repayment of Debt and general corporate purposes.
At present, the Issued, subscribed and paid-up Capital of the Company is ?10,77,75,000/- (Rupees Ten One Crore Seventy-Seven Lacs Seventy-Five Thousand Only) divided into 10777500 Equity Shares of 10 each.
The entire Paid-up Equity shares of the Company are listed at BSE SME Listing platform.
Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as ''the act'') in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:
There were no such instances during the year under review.
None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 39 (Thirty Nine) times viz; April 01, 2024; May 02, 2024; May 06, 2024; May 11, 2024; May 13, 2024;
May 31, 2024; June 04, 2024; June 08, 2024; August 06,
2024; August 07, 2024; August 20, 2024; August 20,
2024; August 21, 2024; August 24, 2024; August 26,
2024; August 30, 2024; August 30, 2024; August 30,
2024, August 30, 2024, August 31, 2024, August 31, 2024, September 02, 2024, September 16, 2024, September 24,
Changes in Directors
On the recommendation of Nomination and
Remuneration Committee and subject to approval of members of the company, Ms. Neha Somani (DIN: 10694432) and Mr. Ashesh Agnihotri (DIN: 10728143) have been appointed as Independent Director w.e.f. August 21, 2024 in the board meeting held on August 20, 2024. Further, their appointments have been approved in the Extra-Ordinary General Meeting of the company held on August 21, 2024 for period of five years w.e.f. August 21, 2024, not liable to retire by rotation.
On the recommendation of Nomination and
Remuneration Committee and subject to approval of members of the company, Ms. Sonal Malpani (DIN: 10694426) has been appointed as Promoter NonExecutive Director of the company w.e.f. August 21, 2024 in the board meeting held on August 20, 2024. Accordingly, Shareholders of the Company in its ExtraOrdinary General Meeting of the company held on August 21,2024, approved her appointment as Promoter Non-Executive Director of the Company, liable to retire by rotation.
Further, on the recommendation of Nomination and Remuneration Committee and subject to approval of members of the company, the designation of Mr. Rohit Malpani (DIN: 08671175) has been changed to Chairman & Managing Director of the company for a period of three years w.e.f. August 26, 2024 to August 25, 2027. On the recommendation of Nomination and Remuneration Committee and subject to approval of members of the
2024, October 22, 2024, October 30, 2024, November 20,
2024, December 03, 2024, December 09, 2024, January 02, 2025, January 06, 2025; January 09, 2025; January 20,
2025, February 01, 2025, February 01, 2025, February 04, 2025, February 22, 2025, March 24, 2025 and March 27, 2025.
company, the Designation of Mr. Harsh Malpani (DIN: 07691974) has been changed from to Whole-Time Director of the Company for a period of three years w.e.f. August 26, 2024 to August 25, 2027. Further, on the recommendation of Nomination and Remuneration Committee and subject to approval of members of the company, the designation of Mr. Mohit Malpani (DIN: 07691981) has been changed from to Whole-Time Director of the company for a period of three years w.e.f. August 26, 2024 to August 25, 2027. Accordingly, shareholders of the company have, in its Extra-Ordinary General Meeting held on August 26, 2024, approved their appointment for a period of three years w.e.f. August 26, 2024 to August 25, 2027 whose offices are liable to retire by rotation.
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Rohit Malpani (DIN: 08671175), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the twentieth annual general meeting.
Independent Directors
It is reported that during the year under review, Ms. Neha Somani (DIN: 10694432) and Mr. Ashesh Agnihotri (DIN: 10728143) have been appointed as an Independent Directors of the company for a period of five years w.e.f. August 21, 2024. Further, an appointments of Ms. Neha Somani (DIN: 10694432) and Mr. Ashesh Agnihotri (DIN: 10728143) have been approved in the Extra-Ordinary General Meeting of the company held on August 21, 2024 for period of five years w.e.f. August 21, 2024, not liable to retire by rotation.
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two NonPromoter Non-Executive Independent Directors in line with the Companies Act, 2013. In the opinion of the Board of Directors, both Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.
A separate meeting of Independent Directors was held on March 27, 2025 to review the performance of NonIndependent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.malpanipipes.com/wp-content/uploads/2024/09/1.-POLICY-ON-TERMS-OF-APPOINTMENT-OF-INDEPENDENT-DIRECTOR.pdf
The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2024-25 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration
with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Familiarization Programme for Independent Directors
The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is https://www. malpanipipes.com/wp-content/uploads/2024/09/5.-FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mr. Rohit Malpani (DIN: 08671175) as Chairman & Managing Director of the Company, Mr. Harsh Malpani (DIN: 07691974) as Whole-Time Director & Chief Financial Officer of the Company, Mr. Mohit Malpani (DIN: 07691981) as WholeTime Director of the Company and Mr. Hariom Patidar is acting as Company Secretary and Compliance Officer of the company. They will be considered as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act;
⢠The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
⢠The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
⢠The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of
The Company Secretary of the Company is acting as Secretary to the Audit Committee.
Recommendations of Audit Committee, wherever/ whenever given, have been accepted by the Board of
executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Directors'' Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;
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 or loss of the Company for that year;
c) The Directors 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;
d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) 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.
Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.
Audit Committee
The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.
The Members of the Audit Committee are possessing financial / accounting expertise / exposure.
The Audit Committee''s meeting is generally held once in quarter for the purpose of recommending the quarterly/ half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Seven (7) times during the financial year 2024-25 viz; August 30, 2024; August 30, 2024, September 02, 2024, September 11, 2024, January 02, 2025, January 09, 2025 and March 27, 2025.
Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).
The powers, role and terms of reference of the Audit
Committee covers the areas as contemplated under
Regulation 18 of the Listing Regulations and Section
177 of the Act as applicable along with other terms as
referred by the Board. The role of the audit committee
includes the following:
1. Oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval and examine the financial statement and the auditors'' report thereon;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ Information Memorandum/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness
of audit process;
8. Approval or any subsequent modification of transactions of our Company with related parties subject to manner prescribed under the Companies Act, 2013;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;
18. to review the functioning of the whistle blower mechanism;
19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the audit committee;
21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision and monitoring the end use of funds raised through public offers and related matters;
22. Consider and comment on rationale, cost-benefits
and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
23. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.
Review of Information by the Audit Committee:
The audit committee shall mandatorily review the
following information:
1. Management Discussion and Analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses;
5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;
6. Statement of deviations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
b. Annual statement of funds utilized for purposes
The terms reference of Nomination and Remuneration Committee are briefed hereunder;
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of
other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://www. malpanipipes.com/wp-content/uploads/2024/09/11 .-VIGIL-MECHANISMWHISTLE-BLOWER-POLICY-FOR-DIRECTORS-AND-EMPLOYEES-1.pdf
Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.
directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis
of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
3. formulation of criteria for evaluation of performance of independent directors and the board of directors;
4. devising a policy on diversity of board of directors;
5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal carrying out evaluation of every director''s performance;
6. To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
7. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company
8. Recommend to the board, all remuneration, in whatever form, payable to senior management;
9. Recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;
10. Recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;
11. recommending to the Board, all remuneration, in whatever form, payable to senior management;
12. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;
13. engaging the services of any consultant/ professional or other agency for the purpose of
recommending compensation structure/policy;
14. Analyzing, monitoring and reviewing various human resource and compensation matters;
15. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;
16. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including;
a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or
b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended;
17. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.
Nomination and Remuneration Policy
The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:
A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel
⢠The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.
⢠A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.
⢠In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director, key managerial personnel and senior management personnel
The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the
Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.malpanipipes.com/ wp-content/uploads/2024/09/6.-NOMINATION-AND-REMUNERATION-POLICY.pdf
Performance Evaluation
Criteria on which the performance of the Independent Directors shall be evaluated are placed on the website of the Company and may be accesses at link https://www.
malpanipipes.com/wp-content/uploads/2024/09/7.-
POLICY-ON-EVALUATION-OF-THE-BOARD-AND-THE-
INDEPENDENT-DIRECTOR.pdf
Remuneration of Directors
The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company except payment of Sitting Fees for attending the Meetings.
Further, criteria for making payment, if any, to nonexecutive directors are provided under the Nomination and Remuneration Policy of the Company which is hosted on the website of the Company viz; https://www. malpanipipes.com/wp-content/uploads/2024/09/6.-NOMINATION-AND-REMUNERATION-POLICY.pdf
Stakeholders'' Grievances and Relationship Committee
The Company has constituted Stakeholder''s Grievance & Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 mainly to focus on the redressal of Shareholders'' / Investors''
Grievances, if any, like Transfer / Transmission / Demat of Shares; Demat / Remat of Securities; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.
During the year under review, Stakeholders Relationship Committee met One (1) times viz January 20, 2025.
The Company Secretary and Compliance officer of the
Company provides secretarial support to the Committee.
Role of Stakeholders Relationship Committee:
The role of the committee shall inter-alia include the
following:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;
4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;
5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the company;
6. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized;
7. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
8. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
9. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/ dividend warrants, non-receipt of annual report and any other grievance/ complaints with Company or any officer of the Company arising out in discharge of his duties;
10. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them;
11. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for
prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time;
12. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting;
13. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.
Corporate Social Responsibility (CSR) Committee
Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:
⢠To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;
⢠To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;
⢠To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;
⢠To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary;
⢠Any other matter of CSR Committee may deem appropriate after approval of the Board of Directors or as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 or other applicable law.
During the year under review, amount to be spent by a company under sub-section (5) of section 135 of the Companies Act 2013 was not exceeding fifty lakh rupees. Accordingly, the function of Corporate Social Responsibility Committee provided under that section was discharged by the Board of Directors of the company during the period from April 01, 2024 to August 24, 2024. However, on August 24, 2024, the Board has constituted the Corporate Social Responsibility Committee.
During the year under review, Corporate Social Responsibility Committee met Two (2) times viz August 30, 2024 and March 27, 2025. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities.
sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.
(a) number of complaints of sexual harassment received in the year 2024-25 = Nil
(b) number of sexual harassment complaints disposed off during the year 2024-25 = Nil
(c) number of sexual harassment cases pending for more than ninety days during the year 2024-25 = Nil
Maternity Benefit Act, 1961
The Company has complied with the provisions relating to the Maternity Benefit Act 1961.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.
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 preclearance 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.
The CSR Policy may be accessed at the web link https:// www.malpanipipes.com/wp-content/uploads/2025/09/ CSR-Policy.pdf. The Annual Report on CSR activities in prescribed format is annexed as an Annexure - A.
Public Deposits
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.
Details of Subsidiaries/ Associates/ Joint Ventures
The Company does not have any Subsidiary, Joint venture or Associate Company.
Sexual Harassment of Women at Workplace
To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of
The Annual Return for the financial year 2024-25 is uploaded on the website of the Company and the same is available at https://www.malpanipipes.com/wp-content/uploads/2025/09/MGT-7.pdf
Contracts and Arrangements with Related Parties
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company''s financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.
The policy on Related Party Transactions as approved by the Board is available on website of the company at https://www.malpanipipes.com/wp-content/
uploads/2024/09/10.-POLICY-ON-RELATED-PARTY-TRANSACTIONS-.pdf
Material changes and commitment affecting financial position of the Company
There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, there are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. March 31, 2025 to the date of this Report.
Particular of Employees
The ratio of the remuneration of each executive director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - B.
Internal Financial Control and their adequacy
The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The
Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.
Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company has maintained the Cost record for F.Y. 2024-25. The Board has appointed M/s. Satish Kumar Gupta, Cost Accountants, (Firm Registration No. 101922) as Cost Auditors of your Company for conducting cost audit for FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM. The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - C.
Statutory Auditors
M/s. Karma & Co. LLP, Chartered Accountants, Ahmedabad (FRN: 129149) were appointed as statutory auditor for the financial year 2023-24 to fill the casual vacancy caused by the resignation of M/s. G S V M & Company, Chartered Accountants, Ratlam (FRN: 027543C).
Further, provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Karma & Co. LLP, Chartered Accountants, Ahmedabad (FRN: 129149), were appointed as Statutory Auditors of the Company in 7th Annual General Meeting held on September 30, 2024 to hold office from the conclusion of that meeting till the conclusion 12th Annual General Meeting (AGM) of the company to be held in the calendar year 2029.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
The Board of Directors of the Company has appointed Mr. Aman Jain, Chartered Accountant, as an Internal Auditors to conduct Internal Audit of the Company and the Internal Auditors have presented the observations to the Audit Committee at their meeting held half yearly basis.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alap & Co. LLP (LLPIN: ACA-1561), Practicing Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure - D.
The above reports contain qualifications related to the delayed filing of ROC forms beyond the statutory time period. The Management has assured that such delays will be avoided in the future and that greater attention will be paid to compliance with statutory timelines.
In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years. Accordingly, the Board has recommended the appointment of M/s Alap & Co. LLP, a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term of 5(five) consecutive years, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s Alap & Co. LLP have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
Details of loan accepted from directors are given in the financial statement of the company.
Details of the Designated Officer
Mr. Hariom Patidar, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
The assets of your Company have been adequately insured.
Corporate Governance
Your Company strives to incorporate the appropriate standards for corporate governance. The Company has been listed on SME Emerge Platform of BSE and pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report. Although few of the information are provided in this report of Directors under relevant heading.
Compliance with the provisions of SS 1 and SS 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.
Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions
During the year under review, there has been no one time settlement of loans taken from banks and financial institution.
Website
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "https://www.malpanipipes.com/" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company''s operations in future;
(vi) Information on subsidiary, associate and joint venture companies.
Appreciations and Acknowledgement
Your Directors wish to place on record their sincere appreciation for significant contributions made by the
employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on
record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.
Mar 31, 2024
Your directors have pleasure in presenting their 7th Annual Report on the business and
operations of the company and the accounts for the financial year ended March 31, 2024.
1. Financial Results:
The details regarding financial performance of the company for financial year ended March
31, 2024 are as follows:
|
Particulars |
Standalone (Rs. In Lacs) |
|
|
Current Financial Year (2024) |
Previous Financial Year (2023) |
|
|
Revenue from Operations |
14096.18 |
8245.27 |
|
Other Income |
20.05 |
16.84 |
|
Total Income |
14116.23 |
8262.11 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional |
1349.74 |
460.66 |
|
Less: Finance Costs |
261.88 |
127.36 |
|
Profit/loss before Depreciation, Exceptional items and Tax |
1087.86 |
588.02 |
|
Less: Depreciation/ Amortization/ Impairment |
84.81 |
42.40 |
|
Add/(less): Exceptional items |
. Nil ¦ |
Nil |
|
Profit before Tax Expense |
1003.02 |
290.90 |
|
Profit before Tax Expense (% of revenue) |
7.11% |
. 3.52% |
|
Less: Tax Expense (Current & Deferred) Short/(Excess) |
266.41 |
70.20 |
|
Profit after tax |
'' 736.61 |
220.71 |
|
Profit after tax (% of revenue) |
. 5.22% |
2.67% |
|
Earnings per share (EPS) |
||
|
Basic |
37.01 |
11.44 |
|
Diluted |
37.01 |
11.44 |
2. Overview of the company, analysis of financial results and Performance Review
Your company is engaged in manufacturing and supply of a range of high-grade plastic pipes.
The products include High-Density Polyethylene (HDPE) Pipes, Medium-Density
Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes. The
Company has manufacturing plant located in central India i.e. Ratlam, Madhya Pradesh. The
plant is well equipped with essential machinery, infrastructure, and an in-house testing
facility, which ensures that our product conforms to the requisite standards.
We have developed a brand name in the field of high-grade plastic pipes industry having ISO
9001:2015 certification that highlights our capability and facilities requisite for the
development of the best-in-class High-Density Polyethylene (HDPE) Pipes, Medium-Density
Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes, and
others.
During the year under review, the turnover of the company increased from Rs. 8245.27 Lakhs
to Rs, 14096.18 Lakhs. The turnover has increased by 70.96% on YOY basis. The earning
before tax, interest and depreciation (EBITDA) also increased from Rs. 588.02 Lakhs to Rs.
1087.86 Lakhs, showing an increment of 85.00% on YOY basis. The profit after tax
increased from Rs. 220.71 Lakhs in previous year to Rs. 736.61 Lakhs in the current year.
The profit after tax increased by 233.74%.
During the current financial year, the company has already achieved good turnover and
expects the same to be increased manifold.
3. State Of Companyâs Affairs
The present state of Companyâs affairs is progressive enough viz-a-viz the industry and there
is no other development which could result in an adverse situation for the Company in the
near future.
4. Change in nature of business
There was no change in nature of business of the company during the year under review.
5. Annual Return
The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Pules. 2014. is available on the website of the Company atwww.malpanipipes.com
6. Reserves
The amount of surplus of Rs. 736.61 Lakhs of Profit and Loss account has been transferred to
Reserve and Surplus account in the Balance Sheet. The final amount of reserve and surplus
account as on March 31, 2024 is Rs. 1241.97 Lakh which include amount of Security
Premium of Rs. 161.20 Lakh.
7. Dividend
In order to reinvest profits for the business of the company, your directors do not recommend
any dividend for the financial year.
8. Directors and Key Managerial Personnel
In compliance with the provisions of Section 149 & 152 read with Schedule IV all the other
applicable provisions of Companies Act, 2013 and Companies (Appointment and
Qualification of Directors) Rules, 2014 and SEBI (LODR) regulations, 2015, the composition
of board of directors of the company is as follows:
|
S. No. |
Name |
DIN/PAN |
Designation |
|
1. |
Mr. Rohit Malpani |
08671175 |
Director |
|
2. |
Mr. Harsh Malpani |
07691974 |
Director |
|
3. |
Mr. Mohit Malpani |
07691981 |
Director |
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms ot
the Articles of Association of the Company Ms. Sonal Malpani, Non-Executive Director
(DIN: 10694426) is liable to retire by rotation and being eligible, seeks re-appointment at the
ensuing Annual General Meeting. The Board of Directors recommends her re-appointment.
Brief resume of director proposed to be reappointed, nature of her experience in specific
functions and area and number of public companies in which she holds
membership/chairmanship of Board and Committees, Shareholdings and inter-se
relationships with other directors are provided in the âAnnexure to the Notice of AGM''
forming part of the Annual Report.
Mr. Sonal Malpani is not disqualified under Section 164 (2) of the Companies Act, 2013.
9. Number of meetings of the Board of directors
During the financial year total fourteen meetings of the Board were held. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013.
Details of committee meeting: The Company was not required to constitute any committee :
during the year under review.
Attendance of directors at the board meetings is as follows: :
|
Date of Board |
Attended by |
||
|
Mr. Harsh |
Mr. Mohit |
Mr. Rohit |
|
|
June 26,2023 |
Yes |
Yes |
Yes |
|
August 18, 2023 |
Yes |
Yes |
Yes |
|
August 29, 2023 |
Yes |
Yes |
Yes |
|
September 01, 2023 |
Yes |
Yes |
Yes |
|
September 12, 2023 |
Yes |
Yes |
Yes |
|
November 04, 2023 |
Yes |
Yes |
Yes |
|
January 19, 2024 |
Yes |
Yes |
Yes . |
|
January 25, 2024 |
Yes |
Yes |
Yes |
|
February 02, 2024 |
Yes |
Yes |
Yes |
|
February 12, 2024 |
Yes |
Yes |
Yes |
|
February 15, 2024 |
Yes |
Yes |
Yes |
|
February 19, 2024 |
Yes |
Yes |
Yes |
|
March 14, 2024 |
Yes |
Yes |
Yes'' |
|
March 18, 2024 |
Yes |
Yes |
Yes |
10. Directorsâ Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, your directors state thatâ
(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 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 had laid down internal financial controls to be followed by the company,
which are adequate and are operating effectively.
(g) the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws, and such systems are adequate and operating effectively.
11. List of core skilis/expertise/competencies
As the company is involved in the manufacturing of high-grade plastic pipes including High-
Density Polyethylene (HDPE) Pipes, Medium-Density Polyethylene (MDPE) Pipes, and
Linear Low-Density Polyethylene (LLDPE) Pipes, the basic skill required in directors is that
of technical expertise to monitor the manufacturing operations properly. Further the directors
must possess excellence in financial and communication skills. The directors must have very
good missioning abilities. All the directors of the company possess all of the above expertise.
The company was able to make remarkable progress under their able guidance.
12. Particulars of loans, guarantees or investments under section 186
The company has not granted any loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.
13. Particulars of contracts or arrangements with related parties
All the transactions with related parties entered into during the year under review were at an
armâs length basis and in the ordinary course of business and in accordance with the
provisions of the Act and the rules made thereunder.
During the FY 2023-24, the Company has not entered into any transactions with related
parties which could be considered material in terms of Section 188 of the Act. Accordingly,
the disclosure of related party transactions as required under Section 134 (3) (h) of the Act, in
Form AOC 2, is not applicable.
Disclosure of all the transactions with related parties as per Accounting Standard -18 is given
in Note Z attached to the Balance Sheet as on March 31, 2024.
14. Commission from holding or subsidiary company
As the company is not having any holding or subsidiary company, disclosure in accordance
with the provisions of Section 197 (14) regarding receipt of commission by director of the
company from holding or subsidiary of the company is not applicable.
15. Corporate Social Responsibility (CSR)
The provisions related with Corporate Social Responsibility (CSR) are not applicable to the :
Company during the financial year. However, as the net profit before, tax for the financial
year 2023 - 2024 exceeds the threshold limit for applicability of.CSR, the said provisions
will be applicable for the current financia1 year.
16. Material changes and commitments affecting the financial position of the company
Following material changes have taken place after closure of financial year and before date of
signing of boardâs report:
i. The Authorized share capital of the Company increased from Rs. 7,50,00,000/- to Rs.
1,20,00,000/- vide ordinary resolution passed at the Extra Ordinary General Meeting
held on April 25, 2024.
ii. The Company provided facility of conversion of physical shares into demat and has
already obtained I SIN. For this purpose, Ms/ Big share Services Private Limited has
been appointed as Registrar and transfer Agent (RTA) and Central Depository
Services Limited (CDSL) and National Securities Depository Limited (NSDL) have
been appointed as depositories.
iii. The company was converted from private limited to public limited Company pursuant
to a special resolution passed by the shareholders at the Extra Ordinary General held
on May 13, 2024. The fresh certificate of incorporation consequent to conversion was
issued on July 29, 2024 by the Registrar of Companies, Gwalior. Consequently, the
name of the Company was changed from âMalpani Pipes and Fittings Private
Limitedâ to âMalpani Pipes and Fittings Limitedâ.
iv. Clause III [A] of Memorandum of Association was altered by deleting the sub Clause
III [A] (3) vide special resolution passed by the members at the Extra Ordinary
General held on May 13, 2024.
v. The registered office of the Company was shifted from 60-A-4, Sector B, Industrial
Area, Ratlam, Madhya Pradesh, India, 457001 to 65-A, Sector B, Industrial Area,
Ratlam, Madhya Pradesh, India, 457001 w.e.f. August 07, 2024.
vi. Ms. Neha Somani having DIN: 10728143 has been appointed as Director in the
capacity of Independent Director of the Company w.e.f. August 21, 2024.
vii. Mr. Ashesh Agnihotri having DIN: 10694432 has been appointed as Director:in the
capacity of Independent Director of the Company w.e.f. August 21, 2024.
viii. Ms. Sonal Malpani having DIN: 10694426 has been appointed as Director of the
Company w.e.f. August 21, 2024.
ix. Following committees of the board are constituted vide resolutions passed at the
meeting of the Board of Directors held on August 24, 2024:
A. Audit Committee
|
S. No. |
Name of member |
Designation |
Designation in the |
|
1. |
Mr. Ashesh Agnihotri |
Independent Director |
Chairperson |
|
2. |
Ms. Neha Somani |
Independent Director |
Member |
|
3. |
Mr. Harsh Malpani |
WTD & CFO |
Member |
B. Nomination & Remuneration Committee
|
S. No. |
Name of member |
Designation |
Designation in the |
|
1. |
Ms. Neha Somani |
Independent Director |
Chairperson |
|
2. |
Mr. Ashesh Agnihotri |
Independent Director |
Member |
|
3. |
Ms. Sonal Malpani |
Director |
Member |
C. Stakeholders Relationship Committee
|
$. No. |
Name of member |
Designation |
Designation in the |
|
1. |
Mr. Ashesh Agnihotri |
Independent Director |
Chairperson |
|
2. |
Ms. Neha Somani |
Independent Director |
Member |
|
3. |
Mr. Harsh Malpani |
WTD & CFO |
Member |
D. Corporate Social Responsibility Committee
|
S. No. |
Name of member |
Designation |
Designation in the |
|
1. |
Mr. Rohit Malpani |
Managing Director |
Chairperson |
|
2. |
Ms. Ashesh Agnihotri |
Independent Director |
Member |
|
3. |
Mr. Harsh Malpani |
WTD & CFO |
Member |
x. Mr. Rohit Malpani having DIN: 08671175 was appointed and redesignated as a
Managing Director (CMD) & Chairman of the Company w.e.f. August 26, 2024.
xi. Mr. Harsh Malpani having DIN: 07691974 was appointed and redesignated as a
Whole-Time Director (WTD) & Chief Financial Officer (CFO) of the Company w.e.f. : ;
August 26, 2024.
xii. Mr. Mohit Malpani having DIN: 07691981 has been appointed and redesignated as a
Whole-Time Director (WTD) of the Company w.e.f. August 26, 2024.
xiii. Mr. Hariom Patidar was appointed as Company Secretary & Compliance Officer of
the Company w.e.f. August 26, 2024.
xiv. The Company is planning to float an Initial Public Offer (IPO) of 30,00,000 equity
shares. For this purpose, the Draft Red Herring Prospectus (DRHP) is under
preparation and the same will be submitted to the SME Platform of Bombay Stock
Exchange (BSE) in due course. The Issue has been authorized by the Board of
Directors vide a resolution passed at its meeting held on August 30, 2024
xv. The Company has proposed to issue 54,67,500 equity shares of Rs. 10/- each as fully
paid up bonus shares to its existing shareholders in the ratio of 9 : 4 i. e. 9 equity shares
of Rs. 10/- each for every 4 equity shares of Rs. 10/- each held by the existing
shareholders. After issuance of bonus shares, the paid up share capital of the Company
will be increased from Rs. 2,43,00,000/- to Rs. 7,89,75,000/-
17. Compliance of Secretarial Standard and applicable laws
The Company has complied with all the applicable Secretarial Standards and laws during the
year.
18. Conservation of Energy. Technology Absorption and Foreign Exchange Earnings
and Outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo in terms of Section 134 (3) (m) read with Rule 8 (3) of the Companies (Accounts)
Rules, 2014 are given in Annexure Iwhich is part of this Report.
19. Details of Subsidiary/Joint Ventures/Associate Companies
As the company is not having any subsidiary/joint venture/associate companies, the details in
terms of Section 134 (3) (q) read with Rule 8 (5) (iv) of the Companies (Accounts) Rules,
2014 are nil.
20. Deposits
The Company has neither accepted nor renewed any deposits covered under section 73 to 76
of the Companies Act, 2013 during the year under review. The company had accepted
unsecured loans from its directors or their relatives and at the end ot year under report,
outstanding unsecured loans of Rs 537.00 Lacs. The Company had obtained required
declaration as referred to in proviso to Rule 2(l)(c)(viii) of the Companies (Acceptance of
Deposits) Rules, 2014.
21. Significant and material orders passed by the regulators or courts
No significant or material orders are passed during the financial year by the regulators or
courts or tribunals which might impact the going concern status and companyâs operation in
future.
22. Adequacy of internal financial controls
The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness in
the design or operation was observed.
23. Explanation or comments on Auditorâs Report:
⢠Statutory Auditors
The observations of the statutory auditors, when read together with the relevant notes to the :
accounts and accounting policies are self-explanatory and do not call for any further
comment in terms of Section 134 (3) (f) (i).
⢠Cost Auditors
The provision of Cost audit as per section 148 of Companies Act, 2013 are not applicable on
the Company for current financial year. However, as the threshold limit for cost audit was
crossed as on March 31, 2024, the provisions have become applicable for Financial Year
2024......2025.
⢠Secretarial Auditors
The provisions of Secretarial Audit as per section 204 of Companies Act, 2013 are not
applicable on the Company for current financial year.
24. Risk Management Policy
The Company being a closely held private limited company during the financial year, clause
related with implementation of Risk Management Policy is not applicable on it.
25. Employeeâs Remuneration:
The Company being an unlisted company, provisions of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.
26. Directorâs Remuneration:
The Company being a private limited Company, clause related to receipt of remuneration
from holding or subsidiary company is not applicable to the Company during the financial
year.
The company being unlisted company, details of the ratio of the remuneration of each
director to the median employeeâs remuneration and other details as required pursuant to
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are not applicable.
27. Disclosure in respect of loan to employees for purchase of own shares
The company has not given any loan to any of the employees for purchasing its shares.
28. Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
As per the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (âActâ) and rules made there under, your Company has
adopted a Sexual Harassment Policy for women to ensure healthy working environment
without fear of prejudice, gender bias and sexual harassment.
The Board states that there were no cases or complaints filed pursuant to the Sexual ,.
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
during the year,
29. Reporting of fraud by statutory auditors
There was no fraud in the Company, which was required to be reported by statutory auditors
of the Company under sub- section (12) of section 143 of Companies Act, 2013 during the
financial year.
30. Issue of Equity shares with differential voting rights
The Company has not issued equity shares with differential rights as to dividend, voting or
otherwise
31. Issue of Sweat Equity. ESOP etc.
The company has not issued Sweat Equity Shares or Shares to its employees under
âEmployee Stock Option Schemeâ during the financial year.
32. Details of application under IBC
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 is not applicable;
33. Difference in valuation
The requirement to disclose the details of difference between amount of the valuation done at
the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof, is not applicable.
34. Changes in Share Capital
During the Financial Year 2023 - 24, there was no change in the share capital of the company
except the following:
⢠The Authorized share capital of the Company increased from Rs. 2,00,00,000/- to Rs.
7,50,00,000/- vide ordinary resolution passed at the Extra Ordinary General Meeting
held on December 01, 2023.
⢠The paid-up share capital of the Company was increased from Rs 1,93,00,000/- to
Rs. 2,43,00,000/- vide allotment made at the Board Meeting held on February 15,
2024.
35. Auditors
M/s G S V M & Company, Chartered Accountants, Indore, were appointed as Statutory
Auditors of the Company to hold office from the conclusion of 6th Annual General Meeting
till the conclusion of 11th Annual General Meeting. The Auditors have resigned from the post :
w. e. f. June 04, 2024 due to other preoccupation. The members at the Extra Ordinary
General Meeting held on June 08, 2024 appointed Karma & Co. LLP, Chartered Accountants : .
to fill the casual vacancy caused due to resignation of auditors. The auditors; appointed to fill
the casual vacancy hold office till the conclusion of ensuing Annual General Meeting. Hence
the members are supposed to consider for appointment of Karma & Co. LLP, Chartered
Accountants as statutory auditors for a period of 5 years from the conclusion of 7 Annual
General Meeting till the conclusion of 12th Annual General Meeting. The auditors have given
a declaration to the company to the effect that the auditor/firm is not disqualified to be
appointed as auditor in terms of the provisions of Companies Act, 2013.
36. Insurance
All the properties and operations of the Company, to its best judgment have been adequately
insured.
37. Acknowledgements
Your Directors convey a sense of high appreciations to all the employees of the company for
their hard work, dedication, continued commitment and significant contributions. Your
Directors are grateful to acknowledge the support and cooperationâs received from various
departments of the Central and State Governments, Members, Business Associates, Analysts,
Banks, Financial Institutions, Customers, Distributors and Suppliers.
Cautionary Statement
Statements in the Directorâs Report describing the Companyâs objectives, expectations or
predictions, may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement.
Important factors that could influence the Companyâs operations include: global and
domestic demand and supply conditions, availability of critical materials and their cost,
changes in government policies and tax laws, economic development of the country, and
other factors which are material to the business operations of the Company.
For & on behalf of the Board of Directors
MALPANI PIPES AND FITTINGS LIMITED
DIRECTOR DIRECTOR
Place: Ratlam Rohit Malpani Mohit Malpani
Date : August 30, 2024 Managing Director (DIN: Whole-Time Director:
08671175) (DIN:07691981)
151, Sai Sajjan, Shastri Nagar, 151, Sai Sajjan, Shastri Nagar,
Ratlam, Madhya Pradesh, India Ratlam, Madhya Pradesh, India
457001 457001
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Malpani Pipes & Fittings Ltd.
-
Malpani Pipes & Fittings Ltd. Tools
- Bulk Deals
-
Malpani Pipes & Fittings Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
-
Malpani Pipes & Fittings Ltd. Key Financial Ratios
- Ratios
-
Malpani Pipes & Fittings Ltd. Results
- Half Yearly Results
- Annual Results
-
Malpani Pipes & Fittings Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Malpani Pipes & Fittings Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Malpani Pipes & Fittings Ltd. Corporate Announcements
- Book Closure
- Board Meetings
-
Stock Market Outlook, 19 May: Sensex, Nifty Likely to Stay Volatile Amid Crude Surge, Inflation & Weak Rupee -
Stock Market Outlook Today, 18 May 2026: Sensex, Nifty Likely to Stay Cautious; Pharma Stocks in Focus -
Stock Market Outlook Today, 15 May 2026: Sensex, Nifty Likely to Extend Pullback Rally; US-China Talk in Focus -
Stock Market Outlook Today, 14 May 2026: Sensex, Nifty May Remain Under Pressure as Crude Prices Weigh On -
Stock Market Outlook Today, 13 May 2026: Sensex, Nifty Likely To Stay Under Pressure Amid Rising Oil Prices -
Stock Market Closing: Rs 12 Lakh Cr MCap Wiped Out! Sensex Crashes 1500 Pts, Nifty Ends Below 23,400 -
Stock Market Outlook Today, 12 May 2026: Sensex, Nifty Likely to Stay Weak Amid Crude Surge, Rupee Fall & FII -
Indian Stock Market Outlook Next Week: Sensex, Nifty May Trade Range-Bound Amid Earnings and Global Triggers -
Stock Market Outlook Today, 8 May 2026: Sensex, Nifty Likely To Consolidate Amid Profit Booking & FII Outflows -
Stock Market Outlook Today, 7 May 2026: Sensex, Nifty Eye Further Gains as Global Cues Turn Positive -
Stock Market Outlook Today, May 5, 2026: Sensex, Nifty Likely to Stay Range-Bound Amid Post-Election Verdict -
Stock Market Outlook Next Week, May 4–8, 2026: Sensex, Nifty Likely to Trade Rangebound Amid Crude Surge, FII -
Stock Market Weekly Wrap: Nifty Ends Higher, Sensex Near 76,913, Rupee Hits Record Low -
Stock Market Weekly Wrap: Bears Take Charge! Nifty, Sensex Erase Gains with 2% Weekly Fall Amid IT Weakness -
Stock Market Crash Today: Nifty Below 24,000, Sensex Tumbles 770 Points; Know Why Market is Falling? -
Why is Stock Market Falling Today? Sensex Slides 600 pts, Nifty Cracks 24,300 On Oil Surge
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+