Dear Members,
Your directors present their 38th Annual Report together with the Audited Statement of
Accounts of your Company for the Financial Year ended 31st March, 2025.
FINANCIAL RESULTS:
| Particulars |
Current year |
Previous year |
|
(2024-25) |
(2023-24) |
|
(Rs. in Lacs) |
(Rs. in Lacs) |
| Sales (Including Excise) |
385.26 |
629.70 |
| Other Income from operations |
48.23 |
51.30 |
| Total |
433.49 |
680.99 |
| Profit/(Loss) before Interest, Depreciation & Tax |
10.92 |
56.87 |
| Less: Interest |
14.25 |
14.52 |
| Less: Depreciation |
12.70 |
12.65 |
| Profit/(Loss) before Tax |
(16.03) |
29.70 |
| Taxation (Earlier Years) Prior period Adjustment |
NIL |
NIL |
| Income/(Expenses): |
|
|
| Extra-ordinary/Exceptional Items |
NIL |
NIL |
| Income/ (Expenditure) |
|
|
| Profit/(Loss) after Tax |
(16.03) |
29.70 |
| Tax Payment &Others |
0.00 |
0.00 |
| Balance of Profit/(Loss) brought forward |
(1618.84) |
(1655.83) |
| Balance of Profit/(Loss) carried to Balance Sheet |
(1634.86) |
(1618.84) |
The company could not get adequate production orders. Resultantly, the annual
production has decreased by 21% from the last year. In addition, the mode of production
from job work has increased by 9% from the last year. Consequently, the turnover has
decreased to 385.26 Lacs from 629.70 Lacs. The company has already received a big job work
order and this will definitely improve the future profitability of the company.
The current year production of the company was 1658.325 MT. Out of this 1293.736 was by
way of Job work which is 78% of the total production. The operations of the company has
kept the company as a going concern.
DIVIDEND:
In view of loss during the year and accumulated losses, the Board decided not to
recommend any dividend for the year under review.
CAPITAL AND RESERVES:
During the year under review, your Company did not transfer any amount to the Reserves.
The company has not issued any type of equity during the year.
OPERATION:
The annual production of the Company was 1658.325 MT. Out of this 1293.736 was by way
of Job work. The Company is operating in profit.
FUTURE OUTLOOK:
The fiscal policy of the Government envisaged the Large scale development of
infrastructure. The Large dia M.S. Pipes sector has a promising future for the growth of
this sector.
ANNUAL RETURN:
The Company has placed a copy of annual return on its website at
https://mukatpipes.com/index.php/information/annual-return.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors, along with its committees provides leadership and guidance to
the Company's Management and directs, supervises and controls the activities of the
Company. The size of the Company commensurate with its size and business operations. The
Board strength is six Directors comprising two Executive Directors, one Non-Executive
Director and three Independent Directors.
Composition of the Board of the Company:
| Name of the Director(s) |
Category |
| Mr. Roopinder Singh |
Chairman (Executive Director) |
| Mrs. Sandeep Kaur Ahluwalia |
Whole Time Director |
| Mrs. Mandeep Ahluwalia Pahwa |
Non-Executive Director |
| Mr. Kamal Jain |
Independent Director (upto 30.09.2024) |
| Mr. Amrik Singh Grewal |
Independent Director (upto 30.09.2024) |
| Mr. Atul Rajkumar Bali |
Independent Director |
| Mr. Atamjeet Singh |
Independent Director (w.e.f 01.10.2024) |
| Mrs. Gunjan Jain Juneja |
Independent Director (w.e.f 01.10.2024) |
DETAILS ABOUT DIRECTORS AND KMPs WHO WERE APPOINTED/ RESIGNED DURING THE FINANCIAL
YEAR:
Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Kamal Jain (DIN: 02229015), Independent
th nd
Directors of the Company had retired on 30 September, 2024 on completion of their 2
Term as Independent Directors. The Board wishes to place on record its appreciation for
their valuable guidance during their tenure. Mr. Atamjeet Singh (DIN: 10654746) and Mrs.
Gunjan Jain Juneja (DIN: 10710037) were appointed as Non-Executive Independent Director
(s) for a period of 5 years with effect from 01.10.2024 by the members at the Annual
General Meeting held on 14.09.2024.
DIRECTOR RETIRING BY ROTATION:
Pursuant to the Provisions of the Companies Act, 2013, Mr. Roopinder Singh (DIN:
01239483) retires by rotation and being eligible offers himself for re-appointment.
NUMBER OF MEETINGS OF THE BOARD:
During the year, 4 (FOUR) Board Meetings were duly convened and held. These were held
on 22.05.2024, 13.08.2024, 12.11.2024 & 14.02.2025. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
| Names of the Directors |
Number of Board Meetings Attended |
| Mr. Roopinder Singh |
3 |
| Mrs. Sandeep Kaur Ahluwalia |
2 |
| Mrs. Mandeep Ahluwalia Pahwa |
4 |
| Mr. Kamal Jain (retired on 30.09.2024) |
2 |
| Mr. Amrik Singh Grewal (retired on 30.09.2024) |
2 |
| Mr. Atul Rajkumar Bali |
4 |
| Mr. Atamjeet Singh (appointed from 01.10.2024) |
2 |
| Mrs. Gunjan Jain Juneja (appointed from 01.10.2024) |
2 |
COMMITTEES I) Audit Committee:
Being a listed company, the Company had already constituted its Audit Committee
comprising Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr.
Roopinder Singh (DIN: 01239483) up to 30.09.2024. Upon expiry of terms of tenure of Mr.
Amrik Singh Grewal and Mr. Kamal Jain, the Audit Committee was reconstituted and as on
31.03.025 the same was comprised of Mr. Atamjeet Singh, Independent Director (DIN:
10654746) as Chairman of the Committee; Mrs. Gunjan Jain Juneja, Independent Director
(DIN: 10710037) and Mr. Roopinder Singh, Whole time Director (DIN: 01239483) as members of
the Committee.
During the year under review Four (4) Meetings were held of Audit committee.
| Names |
Number of Audit Committee Meetings Attended |
| Mr. Amrik Singh Grewal (retired on 30.09.2024) |
2 |
| Mr. Roopinder Singh |
3 |
| Mr. Kamal Jain (retired on 30.09.2024) |
2 |
| Mr. Atamjeet Singh (appointed from 01.10.2024) |
2 |
| Mrs. Gunjan Jain Juneja (appointed from 01.10.2024) |
2 |
II) Nomination and Remuneration Committee:
Being a listed Company, the Company had already constituted its Nomination and
Remuneration Committee consisting of Independent Directors viz. Mr. Kamal Jain (DIN:
02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Atul RajKumar Bali (DIN:
01619548). Upon expiry of terms of tenure of Mr. Amrik Singh Grewal and Mr. Kamal Jain,
the Nomination and Remuneration Committee was reconstituted and as on 31.03.2025, the same
was comprised of Mr. Atamjeet Singh (DIN: 10654746), Mrs. Gunjan Jain Juneja (DIN:
10710037), and Mr. Atul RajKumar Bali (DIN: 01619548), all being Independent Directors of
the Company.
During the year under review Two (2) Meetings were held of Nomination and Remuneration
Committee.
| Names |
Number of Nomination and Remuneration Committee Meetings Attended |
| Mr. Amrik Singh Grewal (retired on 30.09.2024) |
2 |
| Mr. Atul RajKumar Bali |
2 |
| Mr. Kamal Jain (retired on 30.09.2024) |
2 |
| Mr. Atamjeet Singh (appointed from 01.10.2024) |
0 |
| Mrs. Gunjan Jain Juneja (appointed from 01.10.2024) |
0 |
III) Stakeholders Relationship Committee:
Being a listed Company, the Company had already constituted its Stakeholders
Relationship Committee consisting of Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh
Grewal (DIN: 01239180) and Mr. Roopinder Singh (DIN: 01239483). Upon expiry of terms of
tenure of Mr. Amrik Singh Grewal and Mr. Kamal Jain, the Stakeholders Relationship
Committee was reconstituted and as on 31.03.2025, the same was comprised of Mr. Atamjeet
Singh (DIN: 10654746), Mrs. Gunjan Jain Juneja (DIN: 10710037), and Mr. Roopinder Singh
(DIN: 01239483).
During the year under review One (1) Meeting was held of Stakeholder Relationship
Committee.
| Names |
Number of Stakeholder Relationship Committee Meetings Attended |
| Mr. Amrik Singh Grewal(retired on 30.09.2024) |
0 |
| Mr. Kamal Jain(retired on 30.09.2024) |
0 |
| Mr. Roopinder Singh |
1 |
| Mr. Atamjeet Singh (appointed from 01.10.2024) |
1 |
| Mrs. Gunjan Jain Juneja (appointed from 01.10.2024) |
1 |
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual financial statements for the year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors, have laid down 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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of
independence pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The familiarization program seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The Company has
framed a policy on familiarization program for Independent Directors.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors and Senior Management Personnel
and their remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided under sub-section (3) of
section 178 relating to the remuneration for the Directors, key managerial personnel, and
other employees. As required by Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the prescribed details are annexed as "Annexure
1" to this report.
INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIALPERSONNEL) RULES, 2014:
During the year under review, no employee was employed who was in receipt of aggregate
remuneration exceeding Rupees One Crore and Two Lakh for the year or exceeding Rupees
Eight Lakhs and Fifty Thousand per month for any part of the year.
The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company and other details in terms of Sub-Section 12 of Section 197 of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are forming part of this Report and is annexed as "Annexure
2" to this Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration committee by
filling a structured questionnaire.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT,2013:
During the year, the Company has not given any loans or guarantees or has made any
investments u/s 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Transactions entered with Related Parties for the year under review are
strictly done on arm's length basis and in the ordinary course of business. The Company
presents full details of transactions of all related party before the Audit Committee,
specifying the nature, value and terms & conditions of the transactions. Transactions
with related parties are conducted in a transparent manner with the interest of the
Company and stakeholders at utmost priority.
The details of material transaction with related party in Form AOC-2 is annexed
herewith as "Annexure 3" to this Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
In order to attain the corporate objectives, strict internal controls systems were
implemented across the organization. The appointment of internal auditor is done as per
norms of Company Act, 2013.The Audit Reports of the internal auditor on quarterly basis
has been evaluated and assessed. The Audit Committee reviews adequacy and effectiveness of
the Company's internal control environment and monitors the implementation of audit
recommendations on regular basis. The audit function maintains its independence and
objectivity while carrying out assignments. It evaluates on a continuous basis, the
adequacy and effectiveness of internal control mechanism. The function also proactively
recommends improvement in policies and processes, suggests streamlining of controls
against various risks. Your Company has laid down set of standards, processes and
structure, which enables it to implement internal financial control across the Company and
ensure that the same are adequate and operating effectively.
CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Provisions of Regulation 17 to 27 and Clauses (b) to
(i) of Regulation 46(2) and Para C, D and E of Schedule V are not applicable to the
Company, as the Company's Paid up share capital & Net worth is below the limits
specified.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes have occurred between the end of the financial year of the company
to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014, is annexed as "Annexure 4" to
this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:
The Board of Directors of the Company has not designed any Risk Management Policy.
However, the Company has in place mechanism to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and
functions are low profitability, low scale production and sluggish demand for the products
of the company. The company is continuously making efforts to address the said risk.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
Policy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevant
Rules framed thereunder as the said provisions were not applicable to the Company.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposit pursuant to
Section 73 and Section 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
STATUTORY AUDITORS AND STATUTORY AUDIT REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. Gurpreet Kaur & Associates, Chartered
Accountants, Patiala (FRN: 015358N) were appointed as Statutory Auditors of the Company
for a 2 nd term of 5 years i.e. from the conclusion of 35 th AGM until the conclusion of
40 th AGM.
RESERVATION AND QUALIFICATION ON AUDITOR REPORT:
The qualification/ remarks made by the Statutory Auditors in their Report under the
head Key audit matters and the management response thereto have been fully clarified/
explained in the Auditors Report and does not require any further explanation/
clarification. Save and except above, there is no qualification and reservation pointed
out by the Auditor.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE
COMPANIES ACT, 2013:
During the year under review there were no incidences of fraud reported by Auditors.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
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 Ms. Yogita of M/s. Yogita & Associates, Company Secretaries, Rajpura Town,
Patiala to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in
Form No. MR-3 is annexed as "Annexure 5" to this report.
EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HER REPORT:
Auditors' qualifications, reservations or adverse remarks in the
Secretarial |
Directors' comments on qualifications, reservations or adverse
remarks of the Secretarial Auditor |
Audit Report |
|
| The company has yet to transfer Rs. 11.41 Lacs on account of unpaid
dividend to Investor Education and |
Out of 11.41 Lacs an amount of Rs. 8.80 Lacs has already been transferred
to deaf account of RBI by Punjab National Bank. An amount of Rs. 333450/- is outstanding
in Dividend |
| Protection Fund under section 124 of the Company Act, 2013. |
Account No. 111511001114 with Dena Bank Branch (DP-ID IN 300386), Capital
Market Branch, 17, Horniman Circle, |
|
Mumbai -23 (Now Bank of Baroda). Inspite of reminders Investor Education
Protection Fund (IEPF) Authorities has not responded. |
In accordance with the amendments in provisions of Regulation 24A of the SEBI Listing
Regulations, the appointment of Secretarial Auditor is required to be approved by the
shareholders. Accordingly Board of Directors at its meeting held on August 13, 2025 based
on the recommendation of Audit Committee have decided to recommend the appointment of M/s.
Yogita & Associates, Practicing Company Secretaries, Patiala, as the Secretarial
Auditors for a period of 5 (five) consecutive years commencing from financial year 2025-26
till financial year 2029-30. The proposal forms part of the notice of the AGM.
SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2
during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted the code of conduct for employees and directors for the highest
degree of transparency, integrity, accountability and corporate social responsibility. Any
actual or potential violation of the Code would be a matter of serious concern for the
Company. The Company also has Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.
Employees of the Company are encouraged to use guidance provided in the Policy for
reporting all allegations of suspected improper activities.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Companies Act, 2013,
Regulation 34(2)(e) read with Schedule-V of Securities and Exchange Board of India (SEBI)
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in
this Annual Report for the year under review and is annexed as "Annexure 6" to
this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The Company had filed two appeals in suit of M/s. Modern Construction Co. v/s Mukat
Pipes Limited against the Order passed by the Civil Court, Gujarat in the Hon'ble Gujarat
High Court. The proceedings for adjudication are going on. The company has filed appeal
against order of Commissioner Excise before CSTAT and the same is pending for decision.
MAINTENANCE OF COST RECORDS:
During the year under review the Company was not required to maintain the Cost records
as specified by the Central Government under Section 148 of the Companies Act, 2013.
COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:
The Company has zero tolerance for sexual harassment at workplace and accordingly due
care is always taken in respect of prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.
No complaints were received during the year and there is only one female employee.
The details of the Complaints are as under:
| No. of complaints of sexual harassment received during the year: |
No. of complaints disposed of during the year: |
No. of cases pending for more than 90 days: |
| NIL |
NIL |
NIL |
Further, necessary steps are being taken by the Board for complying with provisions of
the said Act including constitution of Internal Complaints Committee as referred in the
said Act.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961:
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. The Company remains committed to fostering an inclusive and supportive
work environment that upholds the rights and welfare of its women employees in accordance
with applicable laws.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review there was no application made or pending proceeding under
the Insolvency and Bankruptcy Code, 2016.
DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS (FI):
During the year under review the company has not taken any loan from the Bank or FI,
hence there was no such valuation done.
APPRECIATION
Your Directors place on record their appreciation for the co-operation of all the Staff
and Officers, Shareholders of the Company, Bankers and look forward to their continued
co-operation in future.
For MUKAT PIPES LIMITED |
|
-sd- |
-sd- |
(ROOPINDER SINGH) |
(ATAMJEET SINGH) |
CHAIRMAN |
DIRECTOR |
(DIN: 01239483) |
(DIN: 10654746) |
Registered Office: |
|
| B-1106, Raj Classic CHS Ltd., |
|
| Panch Marg, Yari Road, |
|
| Versova, Andheri (West), |
|
| Mumbai 400 061 |
|
| Place: Rajpura |
|
| Date: 13-08-2025 |
|
|