Directors Report of Tijaria Polypipes Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 19^thAnnual Report of the Company along with the Audited
Financial Statements for the year ended 31st March, 2025.

1. Financial Results:

Particulars	Year ended March, 2025	Year ended March, 2024
Total Income	29.78	33.74
Profit /(Loss) before exceptional/extraordinary items, Depreciation and Tax	0.30	13.41
Less: Depreciation for the year	230.67	276.43
Profit /(Loss) before exceptional/ extraordinary items, and tax	(230.37)	(289.84)
Less: Exceptional & Extraordinary Items	0.35	1.80
Profit / (Loss) before Tax	(230.72)	(291.64)
Provision for:
- Current Tax	-	-
- Deferred Tax	-	-
Profit / (Loss) after Tax	(230.72)	(291.64)
Comprehensive Income	0	0
Profit / (Loss) for the F.Y	(230.72)	(291.64)

• During the financial year ended March 31, 2025, your Company recorded a Total Income of Rs. 29.78 Lacs as
compared to the Total Income of Rs 33.74 Lacs recorded during the previous financial year ended March 31,
2024. The Net loss of your Company for the financial year ended March 31, 2025 stood at Rs. 230.72 lacs as
against the Net loss of Rs. 291.64 lacs for the financial year ended March 31, 2024.

2. State of Company''s Affairs and Future Outlook:

State of Company''s Affairs:

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

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

One legal case is pending before NCLT (Jaipur) in the matter of Bank of India Vs Tijaria Polypipes Limited (The
Company) under section 7 of IBC, 2016

Future Outlook:

The company is not making profit and the business of the company has been adversely affected due to
inoperative bank account of the company also The company has not received any order in pipe line division;
hence the production is not carried on since along.

Further due to paucity of funds The Company is not in a position to resume the business of Yarn Division, once
the conditions are in favor of the Company, a decision will be taken accordingly by the Promoters of the

Company. The Company''s aim is to first come out from losses. Various initiatives and measures being taken to
achieve this will surely make the Company''s future better.

The board of the company wants to settle the NPA loans to run the day to day operations of the company
smoothly and when it materializes the company will be functional and production will be started.

3. Cash Flow Analysis:

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the
year ended 31st March 2025 is included in the annual accounts.

4. Change in Nature of Business

In the last year, the board had decided not to continue the mink blanket unit during the year 2024-2025.
Further the company has not received any order in pipe line division; hence the production is not carried on
since along.

5. Change in registered address of company :

The board in its meeting held on 09/08/2024 has decided pursuant to the provisions of section 12 of the
Companies Act, 2013 and any other provisions applicable, if any, the Registered Office of the Company be
and is hereby shifted w.e.f August 10, 2024 From Sp-1-2316 Riico Industrial Area Ramchandrapura
(Sitapura Extn), Jaipur, Rajasthan, India, 302022 To B-9 Vinayak Complex Station Road, Jaipur, Rajasthan
India 302006.

6. Transfer to Reserves:

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

7. Investor Education and Protection Fund:

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

8. Dividend:

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

9. Significant and Material Orders:

The stock exchanges imposed fine on dated 30.06.2023 of (Rs.) 155000 GST @18%=Total Fine payable (Rs.)
182900 to BSE as well Total Fine payable (Rs.) 182900 to NSE for Non-submission of the Standalone Statement
of Impact of Audit as per Regulation 33 of SEBI (LODR) Regulations, 2015; The Company has made waiver
application dated 04.07.2023 to the Stock exchanges and the response is awaited from the Stock exchanges.

ON DATED 11.12.2023 ,The application is filed by the Applicant, Bank of India i.e. the Financial Creditor under
Section 7 of the Insolvency and Bankruptcy Code, 2016 r/w Rule 4 of the Insolvency and Bankruptcy
(Application to Adjudicating Authority) Rules, 2016 for initiation of Corporate Insolvency Resolution Process
against M/s Tijaria Polypipes Limited i.e. the Corporate Debtor in respect of non-payment of the Financial Debt"
to the tune of Rs 79,96,82,152/- (Rupees Seventy Nine Crore Ninety - Six Lakh Eighty Two Thousand One
Hundred and Fifty - Two Only).

[This matter is in under process before the National Company Law Tribunal, Jaipur Bench at Jaipur)

10. Issue of Shares by way of Preferential Allotment:

No preferential Allotment is made by the company during the F.Y. 2024-25.

11. Particulars of Loans, Guarantees or Investments:

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

12. Public Deposits :

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

13. Material Changes and Commitments:

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

14. Corporate Governance Report:

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

15. Directors'' Responsibility Statement

Your Directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

ii) They had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit and loss of the Company for that period.

iii) They had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

iv) They had prepared the annual accounts on a going concern basis;

v) They laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

16. Meeting of Board of Directors & Its Committees:

During the year, board of directors of your company met Seven (07) times. For details of Composition &
Meetings of Board and its Committees, please refer to the Report on corporate Governance, which forms part
of this report. During the year, no such instances occurred that the Board has not accepted any
recommendation of the Audit Committee.

17. Directors and Key Managerial Personnel(s):

A. Following directors were associated with the Company as on 31^st March, 2025.

No. Of Directors	Name of Director	Designation	Category of Directorship
1	Mr. Alok Jain Tijaria	Managing Director	Promoter, Executive
2	Mr. Vikas Jain Tijaria	Whole-Time Director	Promoter, Executive
3	Mr. Praveen Jain Tijaria	Whole-Time Director	Promoter, Executive

4	Mr. Vineet Jain Tijaria	Whole-Time Director	Promoter, Executive
5	Mr. Ashok Kumar	Director	Independent, Non-Executive
6	Mrs. Anjali Udhwani	Director (Women Director	Independent, Non-Executive
7	Ms. Khushi Nagrath	Director (Women Director)	Independent, Non-Executive
8	Mrs. Sonu Surana	Director (Women Director)	Independent, Non-Executive

1) Mr. Vineet Jain Tijaria, (DIN:00115029), Whole time Director of the Company shall be retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for re appointment.
Your Directors have recommended his re-appointment. Brief profile of Mr. Vineet Jain Tijaria, (DIN:
00115029) is given in the explanatory statement of Notice.

18. Declaration by Independent Directors

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

19. Key Managerial Personnel

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

S. No.	NAME OF DIRECTOR/KMP	DESIGNATION	DATE OF APPOINTMENT	DATE OF CESSATION
1.	KRATIKA PAREEK	COMPANY SECRETARY	25/10/2023	31/12/2024
2.	MADHURI SAIN	COMPANY SECRETARY	26/03/2025	-

20. Meeting of Independent Director

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

Accordingly, the Independent directors held their meeting on Friday, March 20, 2025 and

a. reviewed the performance of Non-Independent Directors and the Board as a whole;

b. Reviewed the performance of the Chairperson taking into account the views of Executive Directors
and Non- Executive Directors;

c. Assessed the quality, quantity and timelines of flow of information between the Company Management
and the Board.

21. Statement of Performance Evaluation by the Board

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

22. Nomination and Remuneration Policy

A Nomination and Remuneration Policy has been formulated, pursuant to Section 178 and other applicable
provisions of the Companies Act, 2013 and Rules applicable thereto. The said policy may be referred at
www.tijaria-pipes.com. The Brief of the Remuneration Policy as approved by the Board is given below:

a. The Non-Executive Directors and Independent Directors shall receive remuneration only by way of sitting
fees as may be decided by the Board from time to time under the provisions of the Companies Act, 2013.

The Nomination and Remuneration Committee shall make such recommendations to the Board of
Directors, as it may consider appropriate and taking into consideration the required factors. Any fees paid
to Independent Directors for professional services shall not be considered as part of remuneration,
subject to the provisions of the Companies Act, 2013.

b. Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending
Board / Committee Meetings.

c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Company''s
Policy, subject to compliance with the provisions of the Companies Act, 2013.

23. Business Risk Management:

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

24. Vigil Mechanism:

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

25. Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under a copy of
the Annual Return be placed at the Company''s website https://www.tiiaria-pipes.com/ after Conclusion of
Forthcoming Annual General meeting.

26. Remuneration of Directors and Employees:

The disclosure pertaining to remuneration and other details of directors and employees as required under
section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and
remuneration of Managerial Personal) Rules, 2014 and the amendment thereof have been provided in the
''Annexure-I'' forming part of this report.

During the period under review, the Managing/Whole time Director of the company was not in receipt of any
remuneration from the company.

27. Particulars of Contracts or Arrangements with Related Parties:

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

28. Internal Financial Control:

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

29. Auditors

I. Statutory Auditors and their Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the
Companies (Audit and Auditor) Rules 2014, on the recommendation of Audit Committee and Board of
Directors of the company, the Board of Directors, at its meeting held on May 15, 2025, appointed, M/s
Amit Ramakant & Co., Chartered Accountants (Firm Registration No. 009184C) as Statutory Auditors of
the Company who shall hold office from the conclusion of this 19th Annual General Meeting until the
conclusion of 24^th Annual General Meeting of the Company at a remuneration to be decided by the
Board of Directors in consultation with the Auditors.”

The Report of Statutory Auditor M/s Amit Ramakant & Co., Chartered Accountants, on financial
statements, for the year ended 31st March, 2025, Following qualification has been given by the
Auditors in the audit report on Standalone Financial Statements of the Company: As discussed in basis
of disclaimer of opinion to the Standalone Ind AS Financial Statements for the year ended March 31,
2025.

Audit Qualification No.	Management''s Views
i. Bank of India has declared Non-Performing Assets (NPA) to the Company on 30.06.2022 (w.e.f. 27.11.2020) as on date outstanding loan amount was 7116.27 Lacs and Bank Guarantee Rs. 57 lacs total Rs. 7173.27 Lacs. As per the section 13(8) of the SARFAESI Act, 2002 the right of redemption of secured assets, Bank of India has excising the power and forfeited Equity shares investment of Promoters / Directors and their relatives total Amount Rs. 474.06 Lacs. This has been shown in Financials statements as Loan against shares forfeited.	The company has faced severe financial stress due to cash flow issues, low market demand, and operational disruption post- COVID. Bank''s NPA classification has restricted company''s access to working capital, resulting in default. The forfeiture of shares was beyond company control..
ii. During this quarter of the Financial Year 2024-25, Bank of India did not engage in any transactions involving forfeited shares. In the preceding Financial Year 2023-24, the Bank sold 71,69,116 shares of Tijaria Polypipes Limited for a total of Rs. 4,65,27,031. During the Financial Year 2022-23, Bank of India disposed of 14,17,858 forfeited shares amounting to Rs. 76,33,435. These shares were held by directors, promoters, their relatives persons, or companies. The proceeds from the sale of these forfeited shares were credited towards the outstanding loan amount by the Bank.	The Bank of India has forfeited the shares belonging to the directors/promoters and their relatives and the directors have no objection to selling the forfeited shares by Bank of India.
iii. As management has been decided that there is not made interest provision on NPA declared Bank Loan Account since declaration of NPA by the bank i.e. 1st July 2022	As per management decision and practical reality, interest provisioning was discontinued after NPA declaration since the interest obligation is contested and under negotiation for One Time Settlement (OTS).
iv. The company has total outstanding of receivables and advances to Suppliers of Rs. 2,332 lacs as on the year period 31st March 2025 from various entities. We have circulated the independent balance confirmation for the majority of the outstanding loans and advances, however, we have not received any confirmation independently. Also, the company has not accrued any interest on the said loans & advances. Accordingly, due to lack of sufficient and appropriate audit evidence, we are unable to comment on the recoverability and existence of such loans and advances.	The company has made efforts to obtain confirmations. Delay or non-response from parties may be due to their internal constraints. Interest not accrued due to uncertainty in realization and conservative approach in revenue recognition.
v. As per Standards on Auditing (SA) - 505 External	Company has cooperated fully with the audit

Confirmation, Independent Balance confirmation for outstanding Bank Balances as on 31.03.2025 were sought during the course of audit and the response to the said confirmations were received by us	process and ensured confirmations were received for bank balances.
vi. Some of the balances of Trade Receivables and Trade payable of the Company are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there from, if any	The management is actively pursuing confirmations. Adjustments, if any, will be made once reconciliations are complete.
vii. The company has declared land and building of Rs.29.82 Lacs situated at Daulatpura, Jaipur held for sale since long times. Refer to IND AS 105 for this to be the case, the assets must be available for immediate sale in its present condition, for the sale to be highly probable, the appropriate level of management must be committed to a plan of such assets. In this regard the company management not provides any future plan to execute the same.	Due to current financial instability and market conditions, sale has been deferred. Management will initiate the process once market conditions improve.
viii. The company has a Gross Tax Asset of Rs. 26.34 Lacs as on 31st Mar 2025 pertaining to various years. The company has not provided with the status of the assessment/refund/appeal for the said Tax Assets and hence, due to lack of the information and documentary evidence, we are unable to comment on the recoverability of the tax assets or requirement of the provision, if any	Assessment status is pending with tax authorities. Company is pursuing the matter and expects resolution in due course. Delay is procedural and not indicative of recoverability issues.
ix. Management intends that the plant and machinery belonging to the Textile and Pipe Division are operable and will be to use when production activities resume in due course. Depreciation is charged under straight line method based on the determined useful life of the assets, hence depreciation is charged on the assets during this production shutdown period as per Indian Accounting Standard-16.	As per IND AS-16, depreciation is charged irrespective of production status. Assets are ready for use and maintained.
x. The Board of Directors commissioned a valuation of the Plant & Machinery for the Textile and Pipe Division by registered valuer Vijay Prakash Bhardwaj, with a valuation report dated March 31, 2025, which indicated impairment of these assets; the original purchase cost of these impaired assets totaled Rs 66.28 crores, with a Written Down Value (WDV) of Rs6.44 crores as of March 31, 2025, and following the impairment assessment, the valuer determined the revised value of the Plant & Machinery to be Rs.3.31 crores, impairment loss Rs. 3.12 Crores that has been recorded in the company''s books as of March 31, 2025	Impairment recognized as per valuation by registered valuer. This reflects current market realities and conservative accounting.
xi. Income Tax including deferred tax not determined and provided for the financial year	Financial constraints and losses have led to deferral in tax computation. Will be addressed once profitability and clarity emerge.
xii. The company carries a pending loan of Rs.44 lakhs from its directors carried over from previous years,	Director support was crucial for sustaining operations and initiating OTS. Interest-free

which management currently classifies as a short-term borrowing without any provision for accruing interest; furthermore, during the current year, the company obtained an additional loan of Rs.5 crores from the directors specifically to deposit with the Bank of India for a One Time Settlement (OTS) of existing loans/ dues, a resolution for which was formally passed by the Board of Directors on February 12, 2025	nature reflects promoter support.
xiii. Debtors balances are subject to confirmation, the Management has ensured that the debtors outstanding at the end of the financial year will be confirmed	Confirmations are in process. Management is confident of recoverability and following up diligently.
xiv. Closing stock of Raw Materials, Stores and Spares and Finished Good subject to physical Verification, Management has ensured that the physical verification will be conducted at the end of the financial year	Management has ensured that the physical verification will be conducted at the end of the financial year
xv. The bank had declared the company''s bank accounts NPA and seized it, due to which the company was not making any kind of payment from the company''s bank accounts. The directors of the company continued to make payments/receipts on behalf of the company from their own bank accounts during the financial year 2024¬ 25, which is in violation of section 269SS of the Income Tax Act, 1961	Payments made to ensure continuity of business and survival. Circumstances were extraordinary due to NPA status and bank account seizure.
xvi. There was no production of goods by the company during this quarter. The Company has given certain plant and machineries on rent to M/s Vasa Industries, a Partnership Firm (A related Party of the Company) in this regard in the AGM dated 29.09.2021 A Special resolution has been passed	Temporary rental of idle assets to generate revenue and reduce losses Approved through special resolution.
xvii. The company has textile segment which has been closed for a long time. Plant and Machinery and other assets belonging to Yarn Division on which depreciation charged by the company. We have been unable to find sufficient appropriate evidence as to whether the company will be able to resume production under this division. The total amount of Gross Assets as on 31.03.2025 in Textile Segment is Rs. 83.98 Crores and the Net Block of Assets is Rs. 12.69 Crores (after Impairment of Plant & Machinery) which includes the assets of Blanket Division and Yarn Division.	Non-production is due to financial crunch and working capital shortage post-NPA. Plant is maintained and ready for operations once finances and demand improve. Impairment recognized where required.

11. Secretarial Auditor:

Pursuant to the provisions of Regulation 24A and other applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), read with the applicable Circulars issued there under from time to time, and
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of Audit Committee and
Board of Directors of the company, the Board of Directors, at its meeting held on May 15, 2025,

appointed M/s Naredi Vinod & Associates, Company Secretaries, as the Secretarial Auditors of the
Company for a period of five consecutive years, from April 1, 2025 to March 31, 2030 ("the Term"), on
such terms and conditions, including remuneration, as may be determined by the Board of Directors
(which expression shall include any Committee thereof or person(s) authorized by the Board).

The Board has also been authorized to obtain from the Secretarial Auditor, such other services,
certificates, or reports as may be eligible under applicable laws, at a remuneration to be determined by
the Board.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, as issued by
M/s Naredi Vinod & Associates, forms part of this report and is enclosed as Annexure-III. The report is
self-explanatory and does not contain any qualification, reservation, adverse remark, disclaimer, or
observation. No fraud has been reported by the Auditor.

IN. Cost Auditor:

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not applicable to the company so accordingly such
accounts and records are not so made and maintained.

IV. Internal Auditor:

Pursuant to provision of Section 138 of the Companies Act, 2013 and rules made there under, the
Board has appointed M/s AKSA AND COMPANY., Chartered Accountants, as an Internal Auditor of the
Company for financial year 2024-25 and they have completed and submitted the internal audit report
for the period as per the scope defined by the Audit Committee.

In the Board meeting held on 15^th May, 2025, the Board of Directors has appointed M/s AKSA AND
COMPANY, Chartered Accountants, and Jaipur, as an Internal Auditor of the Company for financial year
2025-26.

30. Corporate Social Responsibility:

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

Average net profits of the company made during the three immediately preceding financial years are as
follows:

Financial Year	Net profit/ (loss) (Rs. In Lakhs)
2023-24	(291.64)
2022-23	(945.55)
2021-22	(2169.46)

After calculating the average net profit of three immediately preceding financial years of your company as
mentioned above, it is showing that the company is incurring heavy losses.

So, your company doesn''t need to spend the required expenditure on CSR activities.

31. Human Resources:

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

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

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

33. Subsidiary, Associate or Joint Venture

Company has no subsidiary, associate or joint venture companies.

34. Familiarization Programme for Independent Director:

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

34. Account marked as NPA (Non _performing Assets)

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

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

Principal Security:

Sr. No.	Description of Security
1.	Hypothecation of Stocks &Book debts.
2.	Hypothecation of Plant & Machinery.
3.	EQM of leasehold factory L&B Situated at SP-1, 2316, RIICO Ind. Area, Ramchandrapura, Sitapura-Extn., Jaipur in the n/o company.
4.	Pledge of TDR being 15% margin for NFBL

Collateral Security:

Sr. No.	Description of Security
1.	Extension of EQM of residential house (leasehold) situated at F-32, Ghiya Marg, Bani Park, Jaipur in the name of Mr. Alok Jain, Praveen Jain, Vineet Jain and Vikas Jain Tijaria admeasuring 563.80 sq.yds.
2.	EQM of commercial land at 1356/2, Daulatpura, Tehsil: Amer jointly in The n/o company and M/s Tijaria Industries Ltd. admeasuring 11250.21 sq.yds.
3.	Pledge of 30% equity of shares (8587974 Shares) of the companyheld By promoters.

4.__TDR made from P&M sold in FY 2017-18._

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

35. Pledge Shares of Promoters Acquired By the Bank

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

Sr. No.	Name of Promoter & Promoter Group	No. of Equity Shares held
01	Alok Jain Tijaria	1596513
02	Vineet Jain Tijaria	1295988
03	Praveen Jain Tijaria	1395246
04	Vikas Jain Tijaria	1522425
05	Anu Jain Tijaria	300
06	Sonal Jain Tijaria	300
07	Reema Jain Tijaria	300
08	Tijaria Vinyl Pvt. Ltd.	1276902
09	Tijaria Industries Ltd.	1500000

36. Management Discussion and Analysis Report:

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

37. Code of Conduct:

The Board of Directors have laid down the Code of Conduct for all Directors/Senior Officers of the Company.
The Code ensures the prevention of dealing in Company''s shares by persons having access to unpublished
price sensitive information. The Board Members and the Senior Officers have affirmed their compliance with
the Code of Conduct for the year ended March 31, 2025 and a declaration signed by the Managing Director to
this effect is attached and forms part of this Annual Report. The Code of Conduct is available on the website of
the Company www.tijaria-pipes.com.

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

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

39. Valuation of Plant and Machinery

The Board noted that the Company had obtained a valuation report of its plant and machinery from Mr.

Vijay Prakash Bhardwaj, Registered Valuer - Plant and Machinery (Registration No. CAT VII/366 OF
1973 and CAT VIII/004/cCIT/R&MP/T-3/JP/89-90).

It was further noted that the said valuation report has been utilized for the preparation and finalization
of the audited financial statements of the Company for the relevant financial year, and may also serve
other statutory or business purposes, as required.

The Board acknowledged the use of the valuation report in ensuring accurate and transparent
representation of the Company''s assets in compliance with applicable accounting and regulatory
standards.

40. Acknowledgment

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

By Order of the Board of Directors
Tijaria Polypipes Limited

Place: Jaipur Alok Jain Tijaria Vineet Jain Tijaria

Date: 15/05/2025 Managing Director W.T.D. & C.F.O.

DIN: 00114937 DIN:00115029

---

Mar 31, 2024

The Board of Directors are pleased to present the 18^thAnnual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2024.

1. Financial Results:

fAmmint in larc^

Particulars	Year ended March, 2024	Year ended March, 2023
Total Income	33.74	1401.37
Profit /(Loss) before exceptional/extraordinary items,	13.41	612.29
Depreciation and Tax
Less: Depreciation for the year	276.43	332.21
Profit /(Loss) before exceptional/ extraordinary items,	(289.84)	(944.50)
and tax
Less: Exceptional & Extraordinary Items	1.80	1.05
Profit / (Loss) before Tax	(291.64)	(945.55)
Provision for:
- Current Tax	-	-
- Deferred Tax	-	-
Profit / (Loss) after Tax	(291.64)	(945.55)
Comprehensive Income	0	0
Profit / (Loss) for the F.Y	(291.64)	(945.55)

• During the financial year ended March 31, 2024, your Company recorded a turnover of Rs. 33.74 Lacs as compared to the turnover of Rs 1401.37 Lacs recorded during the previous financial year ended March 31, 2023. The Net loss of your Company for the financial year ended March 31, 2024 stood at Rs. 291.64 lacs as against the Net loss of Rs. 945.55 lacs for the financial year ended March 31, 2023.

2. State of Company''s Affairs and Future Outlook:

State of Company''s Affairs:

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

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

One legal case is pending before NCLT (Jaipur) in the matter of Bank of India Vs Tijaria Polypipes Limited (The Company) under section 7 of IBC, 2016

Future Outlook:

The company is not making profit and the business of the company has been adversely affected due to inoperative bank account of the company also The company has not received any order in pipe line division; hence the production is not carried on since along.

Further due to paucity of funds The Company is not in a position to resume the business of Yarn Division, once the conditions are in favor of the Company, a decision will be taken accordingly by the Promoters of the Company. The Company''s aim is to first come out from losses. Various initiatives and measures being taken to achieve this will surely make the Company''s future better.

The board of the company wants to settle the NPA loans to run the day to day operations of the company smoothly and when it materializes the company will be functional and production will be started.

3. Cash Flow Analysis:

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31st March 2024 is included in the annual accounts.

4. Change in Nature of Business

In the last year, the board had decided not to continue the mink blanket unit during the year 2024-2025. Further the company has not received any order in pipe line division; hence the production is not carried on since along.

5. Change in registered address of company :

The board in its meeting held on 09/08/2024 has decided pursuant to the provisions of section 12 of the Companies Act, 2013 and any other provisions applicable, if any, the Registered Office of the Company be and is hereby shifted w.e.f August 10,2024 From Sp-1-2316 Riico Industrial Area Ramchandrapura (Sitapura Extn), Jaipur, Rajasthan, India, 302022 To B-9 Vinayak Complex Station Road, Jaipur, Raj 302006.

6. Transfer to Reserves:

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

7. Investor Education and Protection Fund:

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

8. Dividend:

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

9. Significant and Material Orders:

The stock exchanges imposed fine on dated 30.06.2023 of (Rs.) 155000 GST @18%=Total Fine payable (Rs.) 182900 to BSE as well Total Fine payable (Rs.) 182900 to NSE for Non-submission of the Standalone Statement of Impact of Audit as per Regulation 33 of SEBI (LODR) Regulations, 2015; The Company has made waiver application dated 04.07.2023 to the Stock exchanges and the response is awaited from the Stock exchanges.

ON DATED 11.12.2023 ,The application is filed by the Applicant, Bank of India i.e. the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 r/w Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for initiation of Corporate Insolvency Resolution Process against M/s Tijaria Polypipes Limited i.e. the Corporate Debtor in respect of non-payment of the Financial Debt" to the tune of Rs 79,96,82,152/- (Rupees Seventy Nine Crore Ninety - Six Lakh Eighty Two Thousand One Hundred and Fifty - Two Only). [This matter is in under process before the National Company Law Tribunal, Jaipur Bench at Jaipur)

10. Issue of Shares by way of Preferential Allotment:

No preferential Allotment is made by the company during the F.Y. 2023-24.

11. Particulars of Loans, Guarantees or Investments:

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

12. Public Deposits :

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

13. Material Changes and Commitments:

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

14. Corporate Governance Report:

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

15. Directors'' Responsibility Statement

Your Directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period.

iii) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They had prepared the annual accounts on a going concern basis;

v) They laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Meeting of Board of Directors & Its Committees:

During the year, board of directors of your company met Ten (10) times. For details of Composition & Meetings of Board and its Committees, please refer to the Report on corporate Governance, which forms part of this report. During the year, no such instances occurred that the Board has not accepted any recommendation of the Audit Committee.

17. Directors and Key Managerial Personnel(s):

A. Following directors were associated with the Company as on 31^st March, 2024.

No. of Directors	Name of Director	Designation	Category of Directorship
1	Mr. Alok Jain Tijaria	Managing Director	Promoter, Executive
2	Mr. Vikas Jain Tijaria	Whole-Time Director	Promoter, Executive
3	Mr. Praveen Jain Tijaria	Whole-Time Director	Promoter, Executive
4	Mr. Vineet Jain Tijaria	Whole-Time Director	Promoter, Executive
5	Mr. Ashok Kumar	Director	Independent, Non-Executive
6	Mrs. Anjali Udhwani	Director (Women Director	Independent, Non-Executive
7	Ms. Khushi Nagrath	Director (Women Director)	Independent, Non-Executive
8	Mrs. Sonu Surana	Director (Women Director)	Independent, Non-Executive

1) Mr. Vikas Jain Tijaria (DIN: 00114978), Whole time Director of the Company shall be retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re appointment. Your Directors have recommended his re-appointment. Brief profile of Mr. Praveen Jain Tijaria is given in the explanatory statement of Notice.

2) 1. Mr. Ravi Prakash Jain has been ceased from his directorship w.e.f. 01.03.2024.

3) 2. Mr. Vinod Patni has been ceased from his directorship w.e.f. 23.11.2023

4) 3. Mrs. Anjali Udhwani and Mr. Ashok Kumar has been appointed as Non-executive Independent director w.e.f. 21.12.2023.

18. Declaration by Independent Directors

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

19. Key Managerial Personnel

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

S. No.	NAME OF DIRECTOR/KMP	DESIGNATION	DATE OF APPOINTMENT	DATE OF CESSATION
1.	ASHOK KUMAR	DIRECTOR	21/12/2023	--
2.	ANJALI UDHWANI	DIRECTOR	21/12/2023	--
3.	KRATIKA PAREEK	COMPANY SECRETARY	25/10/2023	-
4.	SHIPRA GANDHI	COMPANY SECRETARY	04/03/2022	06/08/2023
5.	RAVI PRAKASH JAIN	DIRECTOR	13/02/2014	01/03/2024
6.	VINOD PATNI	DIRECTOR	16/04/2012	23/11/2023

20. Meeting of Independent Director

As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section 149(8) of Companies Act, 2013, the independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-

independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

Accordingly, the Independent directors held their meeting on Friday, March 01, 2024 and

a. reviewed the performance of Non-Independent Directors and the Board as a whole;

b. Reviewed the performance of the Chairperson taking into account the views of Executive Directors and NonExecutive Directors;

c. Assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.

21. Statement of Performance Evaluation by the Board

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

22. Nomination and Remuneration Policy

A Nomination and Remuneration Policy has been formulated, pursuant to Section 178 and other applicable provisions of the Companies Act, 2013 and Rules applicable thereto. The said policy may be referred at www.tijaria-pipes.com. The Brief of the Remuneration Policy as approved by the Board is given below:

a. The Non-Executive Directors and Independent Directors shall receive remuneration only by way of sitting fees as may be decided by the Board from time to time under the provisions of the Companies Act, 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate and taking into consideration the required factors. Any fees paid to Independent Directors for professional services shall not be considered as part of remuneration, subject to the provisions of the Companies Act, 2013.

b. Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending Board / Committee Meetings.

c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Company''s Policy, subject to compliance with the provisions of the Companies Act, 2013.

23. Business Risk Management:

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

24. Vigil Mechanism:

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

25. Annual Return:

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

26. Remuneration of Directors and Employees:

The disclosure pertaining to remuneration and other details of directors and employees as required under section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personal) Rules, 2014 and the amendment thereof have been provided in the ''Annexure-I'' forming part of this report.

During the period under review, the Managing/Whole time Director of the company was not in receipt of any remuneration from the company.

27. Particulars of Contracts or Arrangements with Related Parties:

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

28. Internal Financial Control:

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

29. Auditors

I. Statutory Auditors and their Report:

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

The Report of Statutory Auditor M/s Amit Ramakant & Co., Chartered Accountants, on financial statements, for the year ended 31st March, 2024, Following qualification has been given by the Auditors in the audit report on Standalone Financial Statements of the Company: As discussed in basis of disclaimer of opinion to the Standalone Ind AS Financial Statements for the year ended March 31, 2024.

Audit Qualification No.	Management''s Views
i. Bank of India has declared Non-Performing Assets (NPA) to the Company on 30.06.2022 (w.e.f. 27.11.2020) as on date outstanding loan amount was 7250.19 Lacs and Bank Guarantee Rs. 57 lacs total Rs. 7307.19 Lacs. As per the section 13(8) of the SARFAESI Act, 2002 the right of redemption of secured assets, Bank of India has excising the power and forfeited Equity shares investment of Promoters / Directors and their relatives total Amount Rs. 474.06 Lacs. This has been shown in Financials statements as Loan against shares forfeited.	As the company is unable to pay the bank''s dues due to adverse financial position, the bank has forfeited the shares pledged by the company against the loan. Further the company has also informed the stock exchange about the pledged shares held by the promoters of the company which were taken over by the bank on account of NPA of the loan account.
ii. Bank of India sold 71,69,116 numbers of shares of Tijaria Polypipes Limited in Rs. 4,65,27,031/- during the relevant period April 1, 2023 to Mar 31, 2024. In the previous Financial Year 2022-23 Bank of India has sold total numbers of share 14,17,858 amounting Rs. 76,33,435/- which was forfeited by the Bank of India related to directors / promoters and their relatives person / companies. The said amount has been credited by the Bank of India against outstanding loan amount	The Bank of India has forfeited the shares belonging to the directors/promoters and their relatives and the directors have no objection to selling the forfeited shares by Bank of India..
iii. The company has taken a loan of Rs 44 lakhs from the directors, this amount is pending since last years.	Since the company is not making profit and due to paucity of funds the director has refused to take interest on the loan.

Management treating it as current borrowing and no provision for interest has been made
iv. As management has been decided that there is not made interest provision on NPA declared Bank Loan Account since declaration of NPA by the bank i.e. 1st July 2022.	The Management has Decided not made interest provision on NPA declared Bank Loan Account and the interest provision will be made after settlement of NPA loan amount.
v. The company has total outstanding loans and advances of Rs. 2314/- lacs as on the year ended 31st March, 2024 from various entities. We have circulated the independent balance confirmation for the majority of the outstanding loans and advances, however, we have not received any confirmation independently. Also, the company has not accrued any interest on the said loans & advances. Accordingly, due to lack of sufficient and appropriate audit evidence, we are unable to comment on the recoverability and existence of such loans and advances	The Management continues to receive confirmation letters from various entities to whom loans and advances have been granted.
vi. As per Standards on Auditing (SA) - 505 External Confirmation, Independent Balance confirmation for outstanding Bank Balances as on 31.03.2024 were sought during the course of audit and the response to the said confirmations were received by us.	The Management has provided the details available on its records and has no objection if the details are sought from outside or external parties.
vii. Some of the balances of Trade Receivables and Trade payable of the Company are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there from, if any.	The Management has continue following up to receive confirmation letter from various Parties for the balances of Trade Receivables and Trade payable of the Company
viii. The company has declared land and building of Rs. 29.82 Lacs situated at Daulatpura, Jaipur held for sale since long times. Refer to IND AS 105 for this to be the case, the assets must be available for immediate sale in its present condition, for the sale to be highly probable, the appropriate level of management must be committed to a plan of such assets. In this regard the company management not provides any future plan to execute the same.	The management will sell the asset when it gets fair market value, but the company did not get adequate value for the asset.
ix. The company has a Gross Tax Asset of Rs. 23.62 Lacs as on 31st Mar 2024 pertaining to various years. The company has not provided with the status of the assessment/refund/appeal for the said Tax Assets and hence, due to lack of the information and documentary evidence, we are unable to comment on the recoverability of the tax assets or requirement of the provision, if any	The Management is in the process of recovering the gross tax assets.
x. Management intends that the plant and machinery belonging to the Textile and Pipe Division are operable and will be to use when production activities resume in due course. Depreciation is charged under straight line method based on the determined useful life of the assets, hence depreciation is charged on the assets during this production shutdown period as per Indian Accounting Standard-16	the plant and machinery belonging to the Textile and Pipe Division are operable and will be to use when production activities resume in due course and has no objection if the depreciation is charged on the assets during this production shutdown period as per Indian Accounting Standard-16
xi. The company has a Yarn Division in the textile segment which has been closed for a long time. Plant and Machinery and other assets belonging to Yarn Division on which depreciation charged by the company. We have been unable	The Company is not in a position to resume the business of Yarn Division, once the conditions are in favor of the Company, a decision will be taken accordingly.

to find sufficient appropriate evidence as to whether the
company will be able to resume production under this
division. The total amount of Gross Assets as on 31.03.2024
in Textile Segment is Rs. 83.98 Crores and the Net Block of
Assets is Rs. 17.25 Crores which includes the assets of
Blanket Division and Yarn Division.

II. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Naredi Vinod & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. Their report in Form MR-3 for the financial year ended March 31, 2024 is provided as Annexure-III to the report. The Secretarial Auditor''s report does not contain any qualification, reservation, adverse remark, disclaimer or observations. The report is self-explanatory and do not call for any further clarification. No fraud has been reported by the Auditor.

In the Board meeting held on 15^th May, 2024, the Board of Directors has further appointed M/s Naredi Vinod & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25.

III. Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on 15^th May,2024 has approved the appointment of M/s Avnesh Jain & Co., Cost Accountants, having Firm Registration No. 101048 for the Company for the financial year ending 31st March 2024 at a remuneration of Rs. 20,000 ratified by the Shareholders in the Forthcoming 18^th Annual general meeting of the company.

The Report of the Cost Auditors for the financial year ended 31st March 2024 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period. The provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended 31st March 2024.

IV. Internal Auditor:

Pursuant to provision of Section 138 of the Companies Act, 2013 and rules made there under, the Board has appointed M/s AKSA AND COMPANY., Chartered Accountants, as an Internal Auditor of the Company for financial year 2023-24 and they have completed and submitted the internal audit report for the period as per the scope defined by the Audit Committee.

In the Board meeting held on 15^th May, 2024, the Board of Directors has appointed M/s AKSA AND COMPANY, Chartered Accountants, and Jaipur, as an Internal Auditor of the Company for financial year 2024-25.

30. Corporate Social Responsibility:

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

Average net profits of the company made during the three immediately preceding financial years are as follows:

Financial Year	Net profit/ (loss) (Rs. In Lakhs)
2022-23	(945.55)
2021-22	(2169.46)
2020-21	(1392.97)

After calculating the average net profit of three immediately preceding financial years of your company as mentioned above, it is showing that the company is incurring heavy losses.

So, your company doesn''t need to spend the required expenditure on CSR activities.

31. Human Resources:

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

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

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

33. Subsidiary, Associate or Joint Venture

Company has no subsidiary, associate or joint venture companies.

34. Familiarization Programme for Independent Director:

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

34. Account marked as NPA (Non _performing Assets)

A. The Company has received a recall notice dated 04/07/2022 from Bank of India, Branch Laxmi Complex

Building, Subhash Marg, C-Scheme, Jaipur-302001 Rajasthan stating that the Loan/ Facilities has been marked as Non-Performing Assets (NPA) on 30/6/2022 (w.e.f. 27/11/2020).

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

Principal Security:

Sr. No.	Description of Security
1.	Hypothecation of Stocks &Book debts.
2.	Hypothecation of Plant & Machinery.
3.	EQM of leasehold factory L&B Situated at SP-1, 2316, RIICO Ind. Area, Ramchandrapura, Sitapura-Extn., Jaipur in the n/o company.

4.	Pledge of TDR being 15% margin for NFBL

Collateral Security:

Sr. No.	Description of Security
1.	Extension of EQM of residential house (leasehold) situated at F-32, Ghiya Marg, Bani Park, Jaipur in the name of Mr. Alok Jain, Praveen Jain, Vineet Jain and Vikas Jain Tijaria admeasuring 563.80 sq.yds.
2.	EQM of commercial land at 1356/2, Daulatpura, Tehsil: Amer jointly in The n/o company and M/s Tijaria Industries Ltd. admeasuring 11250.21 sq.yds.
3.	Pledge of 30% equity of shares (8587974 Shares) of the company held By promoters.
4.	TDR made from P&M sold in FY 2017-18.

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

35. Pledge Shares of Promoters Acquired By the Bank

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

Sr. No.	Name of Promoter & Promoter Group	No. of Equity Shares held
01	Alok Jain Tijaria	1596513
02	Vineet Jain Tijaria	1295988
03	Praveen Jain Tijaria	1395246
04	Vikas Jain Tijaria	1522425
05	Anu Jain Tijaria	300
06	Sonal Jain Tijaria	300
07	Reema Jain Tijaria	300
08	Tijaria Vinyl Pvt. Ltd.	1276902
09	Tijaria Industries Ltd.	1500000

36. Management Discussion and Analysis Report:

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

37. Code of Conduct:

The Board of Directors have laid down the Code of Conduct for all Directors/Senior Officers of the Company. The Code ensures the prevention of dealing in Company''s shares by persons having access to unpublished price sensitive information. The Board Members and the Senior Officers have affirmed their compliance with the Code of Conduct for the year ended March 31, 2024 and a declaration signed by the Managing Director to this effect is attached and

forms part of this Annual Report. The Code of Conduct is available on the website of the Company www.tijaria-pipes.com.

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

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

39. Acknowledgment

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

By Order of the Board of Directors Tijaria Polypipes Limited

Place: Jaipur Alok Jain Tijaria Vineet Jain Tijaria

Date: 23^rdAugust, 2024 Managing Director W.T.D. & C.F.O.

DIN:00114937 DIN: 00115029

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 12^thAnnual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2018.

Financial Results:

(Rs. in lacs)

Particulars	2017-18	2016-17
Total Income	7775.35	6648.55
Profit / (Loss) before exceptional / extraordinary items	(2427.89)	(1908.38)
Profit / (Loss) before Tax	(2440.76)	(2092.38)
Provision for:
- Current Tax	-	-
- Deferred Tax	-	-
Profit / (Loss) after Tax	(2440.76)	(2092.82)
Comprehensive Income	(2.87)	0.68
Profit / (Loss) for the F.Y	(2443.63)	(2092.14)

Your Company recorded net income from operations of Rs.7775.35 lacs as against Rs.6648.55 lacs in the previous year. The net loss during the year increased to Rs.2440.76 lacs from Rs.2092.82 lacs due to higher expenses and extraordinary items charged to the statement of profit & loss.

State of Company’s Affairs and Future Outlook:

The Company continued its focus on HDPE/PVC pipes, agricultural implements under the brand name "Vikas" and "Tijaria". Company has during the year executed few supplies to infrastructure projects, irrigation projects of the government, telecom companies. Company''s mink blanket product did well both in domestic and oversea market. Despite focus on cutting cost, achieving production efficiency and building brand image to deliver results, financial results impacted due to unexpected policy decisions taken by the Indian Government. Though it is beneficial in the long run and health of the economy will improve under the present leadership. The Company believes to do well in the coming financial year. No capacity expansion took place during the year.

Dividend:

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

Transfer to Reserve:

Your Directors have not proposed to transfer any sum to the General Reserve.

Material Changes and Commitments, if any affecting the financial position of the Company:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of financial year on March 31, 2018 to which the financial statements relate and the date of this report.

Subsidiary Company:

The Company does not have any subsidiary or joint venture or associate company.

Business Risk Management:

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

Vigil Mechanism / Whistle Blower Policy:

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

Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, the disclosure in ''Form AOC-2'' is not applicable. The details of Related Party Transactions are given in the notes to the financial statements.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee and also the Board/Members, wherever necessary, are obtained on an annual basis for the transactions which are of a foreseen and repetitive in nature. The transactions entered pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on an annual basis.

The Company has developed a Related Party Transactions Policy, as approved by the Board and the same is uploaded on the Company''s website: www.tijaria-pipes.com.

Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the Company.

Share Capital:

The paid up equity capital of the Company as on March 31, 2018 was Rs. 2362.66 Lacs. The said shares are listed on the BSE Limited and the National Stock Exchange of India Limited. There is no change in the paid-up capital of the Company, during the year under review.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in the prescribed Form MGT-9 is annexed herewith as Annexure- A.

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

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

Particulars of Employees:

The Statement required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Report and the same is attached as per Annexure - C. Further, there was no employee in the Company covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 drawing remuneration in excess of the limit specified under the said Rule.

Public Deposits:

The Company has not invited or accepted any kind of deposit from the public during the year under review.

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees and Investments required to be given in the Report of Board of Directors in terms of Section 134(3)(g) of the Companies Act, 2013 has been given in the notes to the Financial Statements.

Directors:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vikas Jain Tijaria, (DIN: 00114978)retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Board recommends his re-appointment. Profile of Mr. Vikas Jain Tijaria is given in the Notice of the 12^th Annual General Meeting of the Company.

During the year, Mr. Devendra Sharma (DIN 07779352) has appointed as an Non-executive independent director in place of Mr. Sanjeev Kumar Mishra who resigned since January 29, 2018.

All Independent Directors has given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel:

There is no change in Key Managerial Personnel during the year.

Inter-se Relationship between the Directors:

There are no relationships between the Directors inter-se, except Mr. Alok Jain Tijaria, Mr. Vikas Jain Tijaria, Mr. Praveen Jain Tijaria and Mr. Vineet Jain Tijaria, who are brothers.

Familiarization Program for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Companies Act, 2013 and requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a familiarization program for all its Independent Directors to familiarize them on their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates and its business model. The familiarization programs posted on the website www.tijaria-pipes.com.

Nomination and Remuneration Policy:

A Nomination and Remuneration Policy has been formulated, pursuant to Section 178 and other applicable provisions of the Companies Act, 2013 and Rules applicable thereto. The said policy may be referred at www.tijaria-pipes.com. The Brief of the Remuneration Policy as approved by the Board is given below:

a. The Non-Executive Directors and Independent Directors shall receive remuneration only by way of sitting fees as may be decided by the Board from time to time under the provisions of the Companies Act, 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate and taking into consideration the required factors. Any fees paid to Independent Directors for professional services shall not be considered as part of remuneration, subject to the provisions of the Companies Act, 2013.

b. Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending Board / Committee Meetings.

c. Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Company''s Policy, subject to compliance with the provisions of the Companies Act, 2013.

Evaluation of Board, its Committees and Directors:

Pursuant to the Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(p) 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 Committee and Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board adjudged the performance of the individual director, excluding the presence of the individual director being adjudged in the meeting.

Meetings of Board of Directors:

During the year, Seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors Meeting:

As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section 149(8) of the Companies Act, 2013, the Independent Directors have at their meeting held on March 31, 2018:

a. Reviewed the performance of Non-Independent Directors and the Board as a whole;

b. Reviewed the performance of the Chairperson taking into account the views of Executive Directors and Non-Executive Directors;

c. Assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.

Board Committees:

Detailed composition of the mandatory Board Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, number of committee meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

Directors’ Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

a. The applicable Accounting Standards have been followed in the preparation of the annual accounts along with the proper explanation relating to material departures, if any.

b. Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the said year ended March 31, 2018.

c. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

e. The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

f. The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report:

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

Corporate Governance Report:

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

Code of Conduct:

The Board of Directors have laid down the Code of Conduct for all Directors/Senior Officers of the Company. The Code ensures the prevention of dealing in Company''s shares by persons having access to unpublished price sensitive information. The Board Members and the Senior Officers have affirmed their compliance with the Code of Conduct for the year ended March 31, 2018 and a declaration signed by the Managing Director to this effect is attached and forms part of this Annual Report. The Code of Conduct is available on the website of the Company www.tijaria-pipes.com.

Business Responsibility Report:

Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Business Responsibility for the year under review has not been made as the same is not applicable on the Company

Statutory Auditors:

The Company, at its 11 Annual General Meeting (AGM), held on September 29, 2017 appointed M/s Agrawal Jain & Gupta, Chartered Accountants, Jaipur (firm registration no. 013538C of ICAI), as the Statutory Auditors for a period of Five (5) consecutive years from the conclusion of the eleventh AGM to the conclusion of the sixteenth AGM subject to ratification of their appointment every year. They have confirmed that their said appointment, if ratified at the ensuing AGM, will be in compliance with Sections 139 and 141 of the Companies Act, 2013.

Internal Auditors:

The Board has appointed Mr. Anirudh Kumar Bhardwaj as Internal Auditor for a period of one year ended March 31, 2018 under Section 138 of the Companies Act, 2013 and he has completed the internal audit as per the scope defined by the Audit Committee.

Secretarial Auditors:

The Company has appointed Mr. Vimal Gupta, Company Secretary (CP No. 15035) to conduct the Secretarial Audit for the year ended March 31, 2018. As required by Section 204 of the Companies Act, 2013 and rules made thereunder, the Secretarial Audit Report furnished by Mr. Vimal Gupta is annexed to this report as Annexure - D.

Cost Auditors:

The Board of Directors has appointed M/s Bikram Jain & Associates, Cost Accountants, as Cost Auditors of the Company for the year 2018-19 and recommends ratification of their remuneration by the Members at the ensuing Annual General Meeting.

Explanation and Comments on Auditors and Secretarial Audit Report:

There is no qualification, disclaimer, reservation or adverse remark made either by the Statutory Auditors in the Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report. The Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee or Board as required under provisions of Section 143 (12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status:

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status.

Change in the Nature of Business:

During the year under review, there was no change in the nature of the business.

Internal Financial Control:

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

Human Resources:

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

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

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee (ICC) have been set up to redress complaints. However, ICC have not received any complaints during the year under review.

Acknowledgement:

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from the employees, customers, suppliers, dealers, banks, government departments and local authorities towards conducting the business of the Company during the year under review. Your Directors would also like to thanks the shareholders and the investors for their continued support.

By Order of the Board of Directors

Tijaria Polypipes Limited

Place: Jaipur

Date: August 30, 2018 Alok Jain Tijaria Vineet Jain Tijaria

Managing Director Whole-time Director & CFO

DIN:00114937 DIN:00115029

---

Mar 31, 2015

Dear Members,

The directors are pleased to present the 9th Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2014-15 FY 2013-14

Profit/ (Loss) from operations before other Income, finance costs and exceptional (547.51) (133.96) items

Other income 467.29 4.62

Profit/ (Loss) from ordinary activities before finance cost and exceptional items (80.22) (129.34)

Finance cost 843.04 885.34

Profit/ (Loss) after finance cost but before exceptional items & tax (923.26) (1014.68)

Exceptional item (8.03) 4.58

Profit / (Loss) from ordinary activities before tax (915.23) (1019.26)

Tax expense

Current tax NIL NIL

Deferred tax NIL 60.83

Net profit / (loss) for the year (915.23) (1080.09)



TURNOVER, NET PROFIT & FUTURE PROSPECTS

Revenue from operations (Net of Excise duty) during the year under review was Rs. 6927.72 lacs as compared to Rs. 11030.03 lacs in the previous year. Loss during the year is Rs. 915.23 lacs as compared to Net loss of Rs. 1080.09 lacs in the previous year. Worldwide economic slowdown coupled with hostile competition from china and rise in price of raw material and crude prices affected the textile division of company adversely. Its cost of production increased substantially with no similar increase in price realization of finished product. Company was not even able to service the interest on loans and therefore decided to temporarily stop the production of yarn and decided to give the plant on rent to contribute to the cash flow of the company. Excepting for three months company was not even able to rent it out in the absence of takers. Now price realization is showing signs of improvement and Company accordingly will take decision to run the plant at its own at appropriate time. Company's blanket has been accepted in the market. To monetize the immovable properties to reduce the debt burden and to bring efficiencies and cost reduction, pipe plant was shifted to Sitapura unit. While there is a bright outlook for the polyester sector generally and the specialty segments of interest to Tijaria, the Company is cognizant that, one needs to be vigilant in identifying actively and prudently managing risk inherent to the business and making constant efforts .

DIVIDEND

The Company has no surplus during the year. Hence, directors do not recommend any dividend on Equity Shares for the current financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to the provisions of Section 125(2) of the Companies Act, 2013 the amount for application money due for refund having credit balance is 8,940. If not claimed it will be transferred to Investor Education and Protection Fund on 14th October, 2018. There was no dividend declared and paid last year and there was no unclaimed or unpaid dividend amount.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the company has uploaded the details of unpaid and unclaimed amounts lying with the company as on September 30, 2014 (date of last Annual General Meeting) on the company's website (www.tijaria-pipes.com) as also on the Ministry of Corporate Affairs' website

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company's operation in future except order dated 20/06/2014, under the Securities and Exchange Board of India Act, 1992 read with the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) regulation 2003 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 passed by SEBI directing to call back of project advances for Rs.20.4 crore from the vendors and keep in a separate account till further directions, which has been challenged by the company by filing appeal before the SAT, Mumbai.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no a loan, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence, the said provision is not applicable.

PUBLIC DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

CORPORATE GOVERNANCE AND LISTING AGREEMENT REQUIREMENTS

The Company has complied with all the mandatory requirements of Corporate Governance as specified by Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from Mr. Sanjay Kumar Jain, Company Secretary in Practice, confirming compliance of conditions of Corporate Governance is annexed with this report. In terms of sub- clause (v) of Clause 49 of the Listing Agreement, certificate of the CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of the Report.

Requirements of disclosure required by various clauses of listing agreement are given in corporate governance report also which forms part of this report

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Alok Jain Tijaria, (DIN: 00114937) Managing Director retire from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company. Ms. Kanak Lata Jain, Company Secretary resigned from the Company on dated 05th June, 2014 and Mr. Satish Sharma was appointed as Company Secretary and Compliance Officer of the Company on dated 14/11/2014 and Mr. Vinod Sharma was appointed as Chief Financial Officer of the Company on dated 09/01/2015.

Mr. Pawan Kumar Jain (DIN: 01566770), independent director, resigned from the Board on 14th November, 2014. Board records its appreciation for the valuable guidance given by him to the Board from time to time.

Brief profile of the directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement as well as by Companies Act, 2013 is annexed to the Notice convening the 9th Annual General Meeting forming part of this Annual Report.

None of the directors of the company are disqualified from being appointed as director in terms of section 164 of the Act and have given their consent to act as directors. The company has also received declaration from independent directors that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement. The said declarations also available on the website of the Company.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Seven (Including one independent director meeting held on 31st March, 2015) board meetings during the financial year under review. (Detail described in corporate governance report)

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company regularly maintains a proper check in normal course of its business regarding Risk Management. The company has adopted a Risk management policy. It has laid down the procedures to inform the Board Members every quarter about the risk management i.e. identification of various risks including risks which may threaten the existence of the company and their minimization procedures.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Details about audit committee, stakeholders' relationship committee, nomination and remuneration committee are disclosed in the corporate governance report attached. Board has accepted all the recommendations of audit committee.

The Company has established a vigil mechanism in terms of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and also in terms of Clause 49 of listing agreement. The details are provided in Corporate Governance Report. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. No personnel has been denied access to the Audit Committee.

Whistle Blower Policy cum vigil Mechanism for directors and employees of the company is available on the website of the company viz (http://www.tijaria-pipes.com/annual reports/whistle blower policy.pdf)

SHARES

The Company has neither bought back any security and not issued any Sweat Equity and Bonus Shares during the year under review.

EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any stock options during the year under review.

AUDITORS

M/s Agrawal Jain & Gupta Chartered Accountants, Jaipur (firm registration no. 013538C of ICAI), Statutory Auditors of the Company, were appointed in the 8th annual General Meeting held on 30th September, 2014 to hold office until the conclusion of 11th Annual General Meeting to be held in the calendar year 2017 subject to ratification of their appointment in every Annual General Meeting. The company has received a letter from the auditors to the effect that ratification of their appointment if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such ratification of their appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter, there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is proposed to ratify their appointment.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Board has duly reviewed the Statutory Auditors' Report on the Financial Accounts. The observations in the Auditors' Report read with Notes to Accounts is self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 134 of the Companies Act, 2013. The qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports are shown in their report.

SECRETARIAL AUDIT REPORT

The board has appointed Mr. Sanjay Kumar Jain, Company Secretary (having Membership No. 4491 and CP No. 7287) to conduct secretarial audit for the financial year 2014-15, The secretarial audit report for the financial year ended March 31, 2015 is enclosed as Annexure "C".

COST AUDITOR

In conformity with the directives of the Central Government, the Company has appointed M/s Bikram Jain & Associates, Cost Accountants, as the Cost Auditors u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts for the year ending on 31st March, 2016 on a remuneration of Rs.30000/- plus service tax, if any,. The remuneration is subject to ratification by members in terms of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015. He was also the Cost auditor for the previous year ended 31st March, 2014. There was no qualification or observation or any other remarks by the cost auditor in his report

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

LISTING AT STOCK EXCHANGE

The Equity Shares of the company are listed on BSE (Bombay Stock Exchange Limited) and NSE (National Stock Exchange of India Limited) and the listing fee for the Year 2015-16 has been duly paid.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -B to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,is as per annexure D.

There was no employee in the Company covered by sub rule (2) to rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any ;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2015 and of the profit and Loss of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a 'Going Concern' basis.

5. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

S.No. No. of complaints received No. of complaints disposed off

1 NIL N.A.

INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated and data is centralized at the head office level. Company is taking utmost precautions for the security of data and having a dedicated team for this. All directors and the designated employees have confirmed compliance with the code.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The company has formulated a policy in respect of directors appointment and remuneration including criteria for determining the qualifications, positive attributes and independence of directors and other matters specified in Section 178 of companies Act, 2013 . Policy also includes performance evaluation of independent directors,Board and its Committes and individual directors which includes criteria for performance evaluation of the non executive directors and executive directors as well as about the familiarization programmes in respect of independent directors. Policy can be seen at the website of the company www.tijaria-pipes.com.

ANNUAL EVALUATION BY THE BOARD / BOARD EVALUATION

Clause 49 of the Listing agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Company's Act , 2013 states that the performance of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Board has done a formal annual evaluation as required under the provisions of Companies Act, 2013.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

1. Attendance of Board Meetings and Board Committee Meetings.

2. Quality of contribution to Board deliberations.

3. Strategic perspectives or inputs regarding future growth of Company and its performance.

4. Providing perspectives and feedback going beyond information provided by the management.

5. Commitment to shareholder and other stakeholder interests.

The evaluation involves Self-evaluation by the Board member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re- appointment.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

DIRECTORS' INDUCTION/ FAMILIARIZATION

The provision of an appropriate induction programme for new directors and ongoing training for existing directors is a major contributor to the maintenance of high Corporate Governance Standards of the Company. The Chief Executive Officer and the Company Secretary are jointly responsible for ensuring that such induction and training programmes are provided to Directors. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same. Further, the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company

The induction process is designed to:

a. build an understanding of the Company, its businesses and the markets and regulatory environment in which it operates;

b. provide an appreciation of the role and responsibilities of the Director;

c. fully equip Directors to perform their role on the Board effectively;

d. develop understanding of Company's people and its key stakeholder relationships.

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy

DISCLOSURES

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, the disclosure in 'Form AOC-2' is not applicable. The details of Related Party Transactions are given in the notes to the financial statements.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on an annual basis.

The Company has developed a Related Party Transactions Policy, as approved by the Board and the same is uploaded on the Company's website: www.tijaria-pipes.com.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As required by sub rule (5) of Rule 8 of the Companies (Accounts)Rules, 2014 , company has in place a built in system which provided adequate financial controls with reference to the financial statements.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

ACKNOWLEDGEMENTS

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company.

For and on behalf of the Board of Directors

Place : Jaipur Alok Jain Tijaria Date : 28.07.2015 Managing Director and Chairman DIN :00114937

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 8th Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs In Lacs) F.Y. 2013-14 F.Y. 2012-13

Profit/ (Loss) from operations before other Income, finance costs and exceptional items (133.96) 552.48

Other Income 4.62 9.72

Profit/ (Loss) from ordinary activities before Finance costs and exceptional items (129.34) 562.19

Finance cost 885.34 535.68

Profit/ (Loss) after finance costs but before exceptional items & Tax (1014.68) 26.51

Exceptional item 4.58 0.15

Profit / (Loss) from ordinary activities before tax (1019.26) 26.36

Tax expense - current tax NIL NIL

Deferred Tax 60.83 (60.83)

Net profit / (Loss) for the year (1080.09) 87.19

TURNOVER, NET PROFITS & FUTURE PROSPECTS

Revenue from operations (Net of Excise duty) during the year under review was Rs. 11030.03 lacs as compared to Rs. 12831.85 lacs in the previous year. Loss during the year is Rs. 1080.09 lacs as compared to Net profit of Rs. 87.19 lacs in the previous year. Worldwide economic slowdown coupled with hostile competition from china and rise in price of raw material and crude prices affected the textile division of company adversely. Its cost of production increased substantially with no similar increase in price realization of finished product. Company was not even able to service the interest on loans and therefore decided to temporarily to stop the production of yarn and decided to give the plant on rent to contribute to the cash flow of the company. Now price realization is showing signs of improvement and Company accordingly will take decision to run the plant at its own at appropriate point of time. Company''s blanket has been accepted in the market. To monetize the immovable properties to reduce the debt burden and to bring efficiencies and cost reduction, pipe plant was shifted to Sitapura unit. While there is a bright outlook for the polyester sector generally and the speciality segments of interest to Tijaria, the Company is cognizant that, one needs to be vigilant in identifying and actively and prudently managing risk inherent to the business and making constant efforts.

DIVIDEND

The Company has no surplus during the year. Hence directors do not recommend any dividend on Equity Shares for the current financial year.

PUBLIC DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance as specified by Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from Mr. Sanjay Kumar Jain, Company Secretary in Practice, confirming compliance of conditions of Corporate Governance is annexed with this report. In terms of sub- clause (v) of Clause 49 of the Listing Agreement, certificate of the Executive Director, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of the Report.

COMMITTEES AND VIGIL MECHANISM

Details about audit committee, stakeholders relationship committee, nomination and remuneration committee, and vigil mechanism are disclosed in the corporate governance report attached. Board has accepted all the recommendations of audit committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vikas Jain Tijaria, (DIN00114978) Whole-time Director retire from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company. Mr. Sanjeev Kumar Mishra (DIN 00497367), (retiring by rotation and being eligible offer himself for reappointment) Mr. Vinod Patni (DIN05249134) Mr. Santosh Kumar Jain (DIN02766440) being non executive independent directors as per clause 49 of the listing agreement are proposed to be appointed as Independent directors to hold office for five consecutive years for a term upto the conclusion of 13th annual general meeting in the calendar year 2019 as required by Section 149, 152 read with Schedule IV of the Companies Act, 1949 and clause 49 of the listing agreement. Mr. Ravi Prakash Jain (DIN01388413) a non executive independent director, who was appointed as additional director and holds office upto the date of ensuing annual general meeting is also proposed to be appointed as independent director to hold office for five consecutive years upto the conclusion of 13th AGM. Mrs. Abhilasha Jain is proposed to be appointed as independent women director on the Board to hold office for five consecutive years upto the conclusion of 13th AGM. All these independent directors are not disqualified from being appointed as director in terms of Section 164 of

the Act and have given their consent to act as directors, except Mrs. Abhilasha Jain who will provide consent after complying with the provisions of Companies Act , 2013 and rules framed thereunder relating to appointment of directors. The Company has also received declarations from these directors that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under clause 49 of the listing agreement. Company has received requisite notices, wherever applicable, in writing under Section 160 of the Companies Act, 2013 alongwith deposit of requisite amount from members proposing candidature Brief profile of the Directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement as well as by Companies Act, 2013 is annexed to the Notice convening the 8th Annual General Meeting forming part of this Annual Report.

Mr.Anand Prakash Jain (DIN01566770) resigned from the Board during the year. Board records its appreciation of the valuable guidance given by him to the Board.

AUDITORS

M/s Agrawal Jain & Gupta Chartered Accountants, Jaipur ( firm registration no. 013538C of ICAI), Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the auditors to the effect that their appointment, if made, would be within the prescribed limits, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for such reappointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As per their letter there were no proceedings against them pending with respect to professional matters of conduct. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under it is proposed to appoint them from the conclusion of the forthcoming annual general meeting till the conclusion of the 11th Annual general meeting to be held in the calendar year 2017, subject to ratification of their appointment at every annual general meeting.

AUDITORS'' REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations in the Auditors'' Report read with Notes to Accounts is self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

COST AUDITOR

In conformity with the directives of the Central Government, the Company has appointed M/s Bikram Jain & Associates, Cost Accountants, (Firm registration no. 101610) as the Cost Auditors u/s 233B of the Companies Act, 1956, for the audit of the Cost accounts for the year ending on 31st March, 2015 on a remuneration of Rs.30000/- plus service tax , if any, and out of pocket expenses that may be incurred by them to conduct this audit . The remuneration is subject to ratification by members in terms of Section 148 of the Companies Act,2013 read with Companies (Audit and Auditors) Rules,2014. He was also the Cost auditor for the previous year ended 31st March, 2014. Cost Audit report for the financial year 2012-13 in "Extended Business Reporting language (XBRL) format with the Ministry of Corporate Affairs was filed on 15th May 2014.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

LISTING AT STOCK EXCHANGE

The Equity Shares of the company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the listing fee for the Year 2014-15 has been duly paid.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any stock options during the year under review. There has been no buy back of shares.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information is given in the Annexure ''A'' forming part of this Report.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any ;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2014 and of the profit and Loss of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the Annual Accounts on a ''going concern'' basis.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.There had been no changes in the nature of company''s business. . To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

ACKNOWLEDGEMENTS

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company.

By Order of the Board For TIJARIA POLYPIPES LIMITED

p|ace : Jaipur Alok Jain Tijaria Date : 14.08.2014 Managing Director and Chairman DIN : 00114937

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 7th Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. In Lacs)

F.Y. 2012-13 F.Y. 2011-12

Profit/(Loss) from operations before other income, finance costs and exceptional items 552.48 77.73

Other Income 9.72 75.29

Profit/(Loss) from ordinary activities before finance costs and exceptional items 562.19 153.02

Less: Finance cost 535.68 459.79

Profit/(Loss) after finance costs but before exceptional items & Tax 26.51 (306.77)

Less: Ex ceptional items 0.15 0.00

Profit/ (Loss) from ordinary activities before tax 26.36 (306.77)

Tax expense-current tax NIL NIL

Deferred Tax Assets (60.83) (2.26)

Net profit / (Loss) for the year 87.19 (304.51)

TURNOVER, NET PROFITS & FUTURE PROSPECTS

Income from operations (Net of Excise duty) during the year under review were Rs.12831.85 lacs as compared to Rs. 9270.30 lacs in the previous year. Net profit during the year is Rs. 87.19 lacs as compared to loss of Rs. 304.51 lacs in the previous year. The income from operations increased by 38.42% during the year under review.

The Company has commenced production and sales of Mink Blanket on 17th September, 2012.

Company is trying its best to establish in the market in respect of its new products and is hopeful of better results in future.

INITIAL PUBLIC OFFER

The funds raised through an initial public offer (IPO) in the month of October, 2011 of Rs. 6000.24 lacs has already been utilized before 31st March, 2013. Details of IPO fund utilization is duly given under the heading " Proceeds from Public Issues" in corporate governance report forming part of Annual Report.

DIVIDEND

With a view of augmenting the financial resource for generating stable growth the Board of the Company has decided to carry forward entire profit and hence they do not propose/recommend any dividend on Equity Shares for the current financial year.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance as specified by Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from Mr. Sanjay Kumar Jain, Company Secretary in Practice, confirming compliance of conditions of Corporate Governance is annexed with this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Praveen Jain Tijaria, Whole-time

Director and Mr. Pawan Kumar Jain, Director retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual

General Meeting of the Company.

Mr. Alok Jain Tijaria is on the Board since incorporation (17.07.2006) and was first appointed as Managing Director w.e.f. 01st October, 2007 and further reappointed w.e.f. 01st October, 2010 for a period of three years. Board recommends his re-appointment as a Managing Director of the Company for a further period of three years w.e.f. 01.10.2013.

Mr Vikas Jain Tijaria, Mr. Praveen Jain Tijaria and Mr.Vineet Jain Tijaria are on the Board since incorporation (17.07.2006) and were first appointed as Whole-time Director designated as Executive Director w.e.f. 01st October, 2007 and further reappointed w.e.f. 01st October, 2010 for a period of three years. Board recommends their Re-appointment as a Whole-time Director of the company for a further period of three years w.e.f. 01.10.2013.

Brief profile of the Directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement is annexed to the Notice convening the 7th Annual General Meeting forming part of this Annual Report.

AUDITORS

M/s Agrawal Jain & Gupta Chartered Accountants, Jaipur , auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act or otherwise.

AUDITORS'' REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations in the Auditors'' Report read with Notes to Accounts is self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.-

COST AUDITOR

In conformity with the directives of the Central Government, the Company has appointed M/s Bikram Jain & Associates, Cost Accountants, as the Cost Auditors u/s 233B of the Companies Act, 1956, for the audit of the Cost accounts for the year ending on 31st March, 2014. M/s Pavan Gupta & Associates were the Cost auditor for the previous year ended 31st March, 2013. The extended due date of filing the Cost Audit report for the financial year 2011-12 in "Extended Business Reporting language (XBRL) format with the Ministry of Corporate Affairs was 28th February, 2013.This report was filed within the stipulated time on 31st January, 2013.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

LISTING AT STOCK EXCHANGE

The Equity Shares of the company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the listing fee for the Year 2013-14 has been duly paid.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any stock options during the year under review. There has been no buy back of shares.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information is given in the Annexure ''A'' forming part of this Report.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any ;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2013 and of the profit and Loss of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a ''going concern'' basis.

ACKNOWLEDGEMENTS

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company.

For and on behalf of the Board of Directors

For TIJARIA POLYPIPES LIMITED

Place : Jaipur Alok Jain Tijaria

Date : 14.08.2013 Managing Director and Chairman

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Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the 6th Annual Report, together with the audited financial statements of the Company for the financial year ended March 31,2012.

Financial Results (Rs. in Lacs)

Particulars Financial Year ended Financial Year ended March 31,2012 March 31,2011

Income from Operations 9270.30 11229.49

Other Income 75.29 36.53

Operating Expenses 8791.91 9872.73

EBITDA 553.68 1393.29

Depreciation 324.31 107.12

Finance Costs 536.15 247.55

Profit/(Loss)before Tax (306.78) 1038.62

Taxes (2.26) 348.31

Net profit/(loss) after Tax (304.52) 690.31

Balance brought forward from previous year 1191.55 773.31

Appropriations

Dividend - 204.39

Tax on Dividend - 33.16

General Reserve - 34.52

Balance carried to Balance Sheet 887.03 1191.55

Operations Review

During the financial year 2011-12, the Company passed through a difficult phase not only in terms of establishing a new product lire but also deriving good results in the first year of its operations. The volatility in the economic environment, increase in raw material prices, coupled with demand slowdown impacted the financial performance of the company.

During the year under review, income from operations was Rs. 9270.30 lacs as compared to Rs. 11229.49 lacs in the previous year. EBITDA also decreased to Rs. 553.68 lacs as compared to Rs. 1393.29 lacs in the previous year. The Profit/(Loss) afterTax wasRs. (304.52 lacs) as against the profit in the previous yearRs. 1038.62 lacs.

Initial Public Offer and Listing of Equity Shares

During the year under review, your Company issued and allotted 1,00,00,407 Equity Shares of Rs. 10/- each, fully paid-up, at a premium of Rs.50/- each in terms of the Prospectus dated September 12, 2011 filed and registered with Registrar of Companies, Rajasthan, Jaipur. The Equity Shares of the Company got listed and admitted to dealings on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. with effect from October 14,2011.

Consequently, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2012 stood at Rs. 23,62,65,790/-, comprising of 2,36,26,579 Equity Shares ofRs. 10/- each.

Capital Expenditures / Status of Project

The Expansion cum Diversification Project envisaged by the Company was under implementation during the year under review. The Company commenced the commercial production of polyester filament yarn-POY & DTYand Pet Sheet in the textile division and DWC Pipe in the pipe division. The total capital expenditures incurred on the project were Rs. 7624.47 lacs (including advances) till the end of the financial year under review. The Company is progressing towards implementation of Mink Blanket Plant which is expected to be commenced by the end of September, 2012. There is delay in implementation of the project. However, the Company is taking adequate steps to implement the same at the earliest.

The Company has deployed Rs. 3831.82 lacs out of the proceeds received from the initial public offer in the financial year under review. The balance proceeds from the initial public offer Rs. 2168.42 lacs has temporarily been utilized in liquid funds, bank/deposit balance and cash credit account.

Due to delay in implementation of project, change in global scenario and for cost and work efficiency, your directors have proposed a resolution to ratify and approve the variation in utilization of and in deployment schedule of issue proceeds which will form part of the notice of Annual General meeting.

Human Resources

Your company has emphasis on building and sustaining an excellent organization climate based on human performance. Your company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Performance management is the key word for the company. The company has developed an environment of harmonious and cordial relations with employees. The relationship with the employees / workers of the company generally remained cordial during the year under review.

Corporate Governance

Your Company is committed to maintain and adhere to standards of Corporate Governance. Requirements of Clause 49 of the Listing Agreement which relates to Corporate Governance are being complied. A Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from practicing company secretary, confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 forms part of this Report. Disclosure about Composition of audit committee as required by section 292A of Companies Act,1956 is duly made in the corporate governance report forming part of the annual report.

Management Discussion and Analysis

The Mana ement Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Directors

During the year under review, Mr. Pana Chand Jain and Mr. Padam Prakash Som Prakash Bhatnagar, Independent Directors of the Company resigned with effect from dated December 30, 2011 and dated January 06, 2012 respectively. In order to fill the vacancy caused by the resignation, Mr. Anand Prakash Jain, Mr. Vinod Patni and Mr. Sanjeev Kumar Mishra were appointed as Additional Independent Directors on the Board of your Company with effect from April 16, 2012. As per provisions of Section 260 of the Companies Act, 1956, the additional directors hold office upto the date of the ensuing Annual General Meeting of the Company.

Your Company has received notices under Section 257 of the Companies Act, 1956, together with the requisite deposit, from members proposing the appointment of Mr. Anand Prakash Jain, Mr. Vinod Patni and Mr. Sanjeev Kumar Mishra as a Director of the Company liable to retire by rotation..

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Alok Jain Tijaria, Managing Director and Mr. Santosh Kumar, Director retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Brief profile of the Directors proposed to be appointed / reappointed as required under clause 49 of the Listing Agreement are annexed to the Notice convening the 6th Annual General Meeting forming part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information are given in the Annexure 'A' forming part of this Report.

Particulars of Employees

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

Auditors

The Retiring auditors of the Company, M/s Lokendra Sharma & Co., Chartered Accountants, Jaipur, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have expressed their unwillingness for reappointment.

Company has received a letter from M/s Agarwal Jain & Gupta , Chartered Accountants, Jaipur Confirming their eligibility under section 224(1B) and 226 of the Companies Act, 1956, and willingness to accept the office . The Board recommends their appointment to hold office from the ensuing general meeting to the conclusion of next annual general meeting.

Auditors' Report

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The Auditors' Report and Notes to Accounts are self explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

However as regards auditors observation of interest free loan of Rs.25 lacs to group concern, your directors submit that company had been taking interest free loans from them and repaying the same from time to time. Inadvertently the above amount was paid to them under bonafide belief that loan is being repaid. Immediately on coming to the notice, the amount was recovered during the quarter itself. If interest on the amounts taken and repaid including the above amount paid and recovered isconsidered, interest would have been payable instead of receivable from that group concern.

Compliance Report

During the year under review, the Ministry of Corporate Affairs (MCA) has issued Notification dated June 3, 2011, making mandatory to file Compliance Report in Form A and Form B as required under Companies (Cost Accounting Records) Rules, 2011.

Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have appointed M/s Pavan Gupta & Associates, as the Cost Accountant of the Company to certify the Compliance Report for the financial year ending March 31,2012. The Compliance Report for the financial year 2011-12 is yet to be placed before the Board.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to the Director's Responsibilities Statement, the Directors confirm that:

a) In the preparation of Annual Accounts for the Financial Year ended March 31, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for the year under review;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis.

Acknowledgements

Your Directors wish to express sincere appreciation for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bankers, Local Authorities and the business associates. Your Directors would also like to thank the shareholders and the investors for their continued support.

Your Directors are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and workers at all levels of the Company. For and on behalf of the Board Place: Jaipur ALOK JAIN TIJARIA

Date : May 30, 2012 Managing Director & Chairman

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Mar 31, 2011

The Directors have pleasure in presenting the Fifth Annual Report and the Audited Accounts tor the financial year ended on 31st March, 2011.

1. FINANCIAL RESULTS

The financial results of the Company for the financial year 2010-11 are as under

(Rs. in Lacs)

Particulars Current Yr Previous Yr 2010-11 2009-10

Gross Turnover 11859.85 11035.49

Profit before interest & depreciation 1373.77 1347.71

Profit before tax 1038.62 1032.81

Profit after tax 690.31 674.05

Appropriation:

Equity Dividend 204.39 123.15

Corporate Dividend Tax 33.16 20.93

General Reserve 34.52 33.64

Retained Profit 418.24 495.06

Surplus Carried Forward 1191.55 773.31

EPS (Rs/share) 5.26 5.46

2. INDUSTRY OVERVIEW

The Indian Pipe Industry tuned for the piping hot market. India has become the global pipe manufacturing hub primarily due to its lower cost, high quality and geographical advantages. Additionally, Indian companies have acquired global accreditations and certifications which make them preferred suppliers to most of the worlds top oil and gas companies in the Middle East, North America and Europe.

As most of the Indian pipe manufacturers are converters, the industry is highly Raw Material (RM) intensive with the RM cost accounting for more than 70-80% of the total cost for PVC and other pipe companies. Indian companies produce a wide range of plastic pipes which are used in various critical and non-critical applications. With the iow- cost and high-quality products supplemented by various international certifications, Indian companies have augmented their export sales over the last three to four years.

Indian pipe industry to continue growth in the next decade on the back of emphasis of Government on infrastructure development, increase in cultivated area for agriculture produce, water & sewerage development, telecom reach in remote areas etc.

3. WORKING AND FUTURE PROSPECTS

During the year under review, your company achieved turnover of Rs. 11859.85 lacs in current year as against Rs. 11035.49 lacs in previous year which is marginally higher. The net profit achieved Rs. 690.31 lacs as against Rs. 674.05 lacs in the previous year.

The Company is presently progressing towards implementation of the expansion cum diversification project which will be growth drivers to the company in the coming years. In the coming year, your company expects to commence the production of PET Sheets, POY, DTY, Zippers, Mink Blankets, Monofilament etc, which will give higher returns to the investors.

4. INITIAL PUBLIC OFFER

In order to partly fund the expansion cum diversification project, the company is in the process of coming up with an Initial Public Offer (IPO) of its equity shares subject to the regulatory approvals. The shares of the company are proposed to be listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

5. DIVIDEND AND CAPITALISATION OF PROFITS

Having regard to the satisfactory performance of the company during the year under review, your directors recommend to declare a dividend @ 15% i.e. Re. 1.5/- per equity share. The dividend will be paid to those members, whose name will be appearing on the Register of Members on 26th day of May, 2011. The total outflow on account of payment of divided will be Rs. 2.37,55,017/- (including Rs, 33,15,759/- towards corporate dividend tax).

6. ADEQUACY OF INTERNAL CONTROLS

The Company has proper and adequate systems of internal control to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that transaction are authorised, recorded, and reported correctly.

The internal control system is supplemented by extensive programme of internal audit, review by management, and documented policies, guidelines and procedures.

7. FIXED DEPOSITS

The Company has not accepted/renewed any deposits from public; hence the applicable provisions of the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company. The unsecured loans have, however, been raised from the promoters and their relative which are under stipulations of the term loans.

8. DIRECTORS

Mr. Padamprakash Somprakash Bhatnagar, Mr. Pana Chand Jain, Mr. Pawan Kumar Jain and Mr. Santosh Kumar was appointed as additional Directors from 21&! July, 2010 and at the ensuing Annual General Meeting, has been proposed to be appointed as Directors of the Company.

Mr. Vineet Jain Tijaria, Executive Director and Mr Vikas Jam Tijaria, Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

9. HUMAN RESOURCE DEVELOPMENT

Your company has emphasis on building and sustaining "an excellent organization climate based on human performance, Your company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Performance management is the key word for the company. The company has developed an environment of harmonious and cordial relations with his employees.

The relationship with the employees / workers of the company generally remained cordial during the year under review. The company time to time, organises training and development programme for the employees / workers.

10. DISCLOSURE UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the required information are furnished in the annexure to this report.

11. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable to the Company as none of the employees is covered under the provisions of the said section.

12. AUDITORS AND THEIR OBSERVATIONS

M/s O.K. Mittai & Associates, Chartered Accountants, hold office of Auditors and M/s S. Misra & Associates, Chartered Accountants, hold office of Joint Auditors until the conclusion of ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

The notes to the accounts referred to in the Auditors' Report are self- explanatory and therefore do not call for any further comments,

13. AUDIT COMMITTEE

The Board has constituted audit Committee comprising three non-executive independent directors. Sh. Santosh Kumar, Director acted as Chairman of the Audit Committee and Sh. Pawan Kumar Jain, Director and Sh, Padam Prakash Somprakash Bhatnagar, Director were the members of the Committee. Four such meeting were held during the year under review.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director's responsibilities statement, it is hereby confirmed that in the preparation of Annual Accounts for the Financial Year ended on 31slMarch, 2011, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

II. The Directors had selected such Accounting Policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year under review.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

IV. The Directors have prepared the accounts for the financial year ended on 31st March, 2011, ongoing concern' basis.

15. ACKNOWLEDGEMENTS

The Board of Directors of your Company wishes to express gratitude for the co- operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Bank of India, Local Authorities and other agencies. The Board of Directors would like to thank the shareholders and the investors for their continued support.

The Directors of your company are also pleased to place on record their appreciation for the dedicated and sincere services rendered by the officers, staff and other employees at ail levels,

BY ORDER OF THE BOARD FOR TMARIA POLYPIPES LIMITED

DATE: MAY 02, 2011 (ALOK JAIN TJJARIA) (VINEET JAIN TIJARIA)

PLACE: JAIPUR MANAGING DIRECTOR EXECUTIVE DIRECTOR