Your Directors have pleasure in presenting the Twenty-Sixth Annual Report on thebusiness and operations together with the Audited Financial Statements of the Company forthe year ended on March 31 2017.
I ] FINANCIAL RESULTS
[ Rs. in Lakhs]
|Particulars ||Standalone ||Consolidated |
| ||For the year ended March 31 2017 ||For the year ended March 31 2016 ||For the year ended March 31 2017 ||For the year ended March 31 2016 |
|Total Income ||17577.16 ||14396.70 ||17618.02 ||14399.44 |
|Earnings before interest depreciation and tax ||3165.78 ||1997.20 ||3141.64 ||1997.37 |
|Interest and Finance Charges ||135.56 ||125.26 ||178.52 ||125.82 |
|Depreciation ||1115.94 ||789.34 ||1116.20 ||789.34 |
|Profit before Tax ||1914.28 ||1082.60 ||1846.92 ||1082.21 |
|Provision for Current Tax ||431.00 ||230.00 ||431.00 ||230.00 |
|Provision for Deferred Tax ||205.33 ||245.20 ||205.33 ||245.20 |
|MAT (Credit)/Reversal ||39.00 ||(59.00) ||39.00 ||(59.00) |
|Profit after tax ||1238.95 ||666.40 ||1171.59 ||666.01 |
|Surplus brought forward from previous year ||6358.75 ||6215.82 ||6358.36 ||6215.82 |
|Profit available for appropriation TOTAL ||7597.70 ||6882.22 ||7529.95 ||6881.83 |
|Appropriations: || || || || |
|General Reserve ||500.00 ||200.00 ||500.00 ||200.00 |
|Proposed Dividend on Equity Shares || ||268.76 || ||268.76 |
|Tax on Proposed Dividend || ||54.71 || ||54.71 |
|Surplus carried forward to next Year ||7097.70 ||6358.75 ||7029.95 ||6358.36 |
|TOTAL ||7597.70 ||6882.22 ||7529.95 ||6881.83 |
Your Company has achieved Turnover of Rs. 17307.49 lakhs against Rs. 14065.21 lakhslast year. Earnings before Interest depreciation and tax for the year are at Rs. 3165.78lakhs as compared to Rs. 1997.20 lakhs achieved in 2015-16. The Profit after tax for theyear is Rs. 1238.95 lakhs vis--vis Rs. 666.40 lakhs previous year.
EPS for 2016-17 is Rs. 2.30 as against Rs. 1.24 earned previous year.
The Board of Directors of your Company is pleased to recommend a dividend of Rs. 0.55per Equity Share of Rs. 1 each for the approval of the shareholders at the ensuing AnnualGeneral Meeting. The total payout on account of dividend will be Rs. 355.82 lakhsinclusive of tax thereon of Rs. 60.18 lakhs.
4] TRANSFER TO RESERVE
For the year under review an amount of Rs. 500.00 lakhs is proposed to be transferredto General Reserve and an amount of Rs. 7097.70 lakhs is proposed to be retainedin the Statement of Profit and Loss.
5] SHARE CAPITAL / ESOP
The paid up Equity Share Capital as at March 31 2017 was Rs. 537.52 Lakhs. The Companyhad approved a Resolution at the Fifteenth Annual General Meeting held on August 26 2006for Employee Stock Options Plan [ESOP] to the Directors / employees under the SEBI[Employee Stock Option Scheme and Employee Stock Purchase Scheme] Guidelines1999 with aview to attract retain motivate and reward the employees. However no Stock Options havebeen offered or issued as on date. The Company has not issued and allotted any securitiesduring the year ended March 31 2017
Cash and cash equivalent as at March 31 2017 was Rs. 333.70 lakhs against Rs. 434.80lakhs last year. The Company continues to focus on judicious management of its workingcapital. Receivables inventories and other working capital parameters were kept understrict vigil through continuous monitoring.
During the year under review the Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies[Acceptance of Deposits] Rules 2014.
8] PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantee and investment covered under section 186 of the Companies Act 2013form part of the Notes to the financial statement provided in this Annual Report.
9] MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the amended Regulation 34 (3) read with Part B of Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 your Directors wish to report as follows: A. This section shall includediscussion on the following matters within the limits set by the listed entity'scompetitive position:
a) INDUSTRY STRUCTURE :
The Company is engaged in the business of manufacturing glass containers. Its productsare mainly being supplied to the spirits beverage and food industries. While the spiritsindustry forms the largest user segment where excess capacity still exists the Company isdiversifying into other industries and segments. The Company's efforts to increase exportof its products have started yielding good results.
b) OPPORTUNITIES AND THREATS :
While there has been a general climate of economic slow-down in the last few yearsacross the globe India has managed to maintain a healthy rate of growth. India's GrossDomestic Product (GDP) grew 7.1% in the financial year 2016-17 as against 8% recorded inthe previous year. The reduction was a result of the demonetisation drive which may havea longer term positive impact has in fact had an immediate negative impact on the growthrate for several companies. The Government's note ban decision has reduced consumption mainly in the cash economy and has impacted consumer confidence and off take. As aresult GDP growth rate during the second half of the year 2016-17 was lower.
That said the GDP growth is projected to rebound to 7.5% in 2017-18 as the countryshould reap the benefits of reforms and the tailwinds from a favourable monsoon. Thecountry's sound macro-economic fundamentals including reduction in fiscal deficit andcontrol of inflation will further supplement the GDP growth prospects. The stablegovernment at the centre which has been pursuing structured reforms on an acceleratedgrowth path would further supplement India's growth prospects.
c) SEGMENT WISE OR PRODUCT WISE PERFORMANCE :
Your Company's business activity falls within a single primary business segment viz.glass bottles / containers. As such there are no separate reportable segments. Howeversince exports have increased the stipulated percentage it has been reported as a separategeographical segment.
d) OUTLOOK :
Successful role out of Goods and Services Tax (GST) has enhanced the confidence ofCorporates as well as Foreign Investors. Foreign Investors are keen to invest more in theIndian economy and businesses as they find that India is on the right track directionally.GST will enable the government to regulate the unorganised sector and bring more companiesunder the tax paying umbrella which will boost the tax revenues and business transparencyover the next two years potentially taking India's tax to GDP ratio close to 12% byfinancial year 2019-20. Higher revenues are projected to push up capital spend of thegovernment bringing down fiscal deficit to sustainable record of 3% of GDP by financialyear 2019-20. Ahead of next general election welfare spending is also set to get a boostfrom the expected surge in tax revenues. Demonetisation and GST have had a direct impacton cashless payment facilities and digitalization in India which will help the governmentin faster and accurate execution and better governance resulting in better tax compliance.The Company is cautiously optimistic about the coming years in spite of the sector'scompetitive environment and surplus capacity in the industry.
e) RISKS AND CONCERNS :
The volatility in the global political and economic environment may have an impact onthe Indian economy and corporate sector. The Company's efforts have yielded increasedexport of its products. However it faces the risk of forex volatility to that extent.Other than this the Company does not have any exposure to foreign exchange risks. Whileimplementing the GST gas has not been covered under it. As a result gas will continue toattract earlier taxes like excise duty and VAT but no input credit for such taxes paidwill be available to the Company which would result in additional indirect tax burdenapart from the said business risks. However based on various representations there is ahigh probability of gas too being covered under GST. The recent ban by Supreme Court onhighway liquor shops has reduced the off-take of the Company's products. The recentdismissal by Bombay High Court on the plea of distilleries to use plastic bottles forliquor will help in partially encountering the impact of the Supreme Court's ban onhighway liquor shops.
However the Company is confident of overcoming such expected risks by processimprovements cost reduction and judicious mix of power purchased from State ElectricityBoard and power trading / bilateral power purchase agreements.
f) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are regularly tested and certified byStatutory Auditors as well as Internal Auditors and cover the Plant Corporate Office andkey areas of business. Audit observations and follow up actions thereon are reported tothe Audit Committee. The Audit Committee reviews the adequacy and effectiveness of theCompany's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's risk managementpolicies and system.
g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The financial performance has improved in terms of total income as well as profit aftertax as against the previous year. However as one of our furnaces was closed during thepart of previous year for relining figures are not comparable in absolute terms.Performance during the year 2016-17 would have been better but for the effect ofdemonization and the Supreme Court ban on highway liquor shops during the second half ofthe year. The Company barring normal working capital and a small vehicle loan remains adebt free company.
h) MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF EMPLOYEES EMPLOYED
Employees being a key factor in achieving targeted performance the Company encouragesthem to foster an attitude of continuous learning by conducting periodical trainingprogrammes. Industrial relations continued to remain cordial during the year.
B. DISCLOSURE OF ACCOUNTING TREATMENT:
The Company prepares its financial statements in compliance with the prescribedAccounting Standards and hence no further disclosure is required to be made in terms ofPart B of Schedule V read with regulations 34 (3) and 53 (f)of LODR.
10] DIRECTORS & KEY MANAGERIAL PERSONNEL a) Directors
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Rolf E. von Bueren [DIN: 01484448] retires byrotation and being eligible has offered himself for reappointment. b) Key ManagerialPersonnel The following employees were designated as whole time key managerialpersonnel by the Board of Directors during the year under review: I. Mr. N. D. ShettyExecutive Chairman II. Mr. T. N. Shetty Managing Director III. Mr. Ganesh P. ChaturvediSr. Vice President Finance and Chief Financial Officer IV. Mr. A. A. Lambay CompanySecretary
During the year under review four (4) Board Meetings and four (4) Audit CommitteeMeetings were convened and held the details of which are given in the CorporateGovernance Report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013 and the LODR.
12] DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted their declarations of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 as well as LODR.
13] BOARD EVALUATION
In compliance with the provisions of the Companies Act 2013 read with the Rules framedthere under and Regulation 17 of the LODR the Board had carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the Committees. The Board of Directors expressed their satisfaction withthe evaluation process.
14] CORPORATE GOVERNANCE
As required under Regulation 34(3) read with Schedule VI of the LODR a report onCorporate Governance along with the Certificate from the Statutory Auditors of theCompany regarding compliance with the conditions of Corporate Governance forms part of theAnnual Report.
15] AUDIT COMMITTEE
The Audit Committee is constituted as per the regulatory requirements mandated by theCompanies Act 2013 and the LODR. The details of the Committee and its terms of referenceare set out in the Corporate Governance Report forming part of the Board's Report.
16] NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted as per the regulatoryrequirements mandated by the Companies Act 2013 and the LODR. The details of theCommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Board's Report.
17] CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In terms of the provisions of Section 135 of the Act read with Companies [CorporateSocial Responsibility Policy [Rules] 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility ["CSR"] Committee which is chairedby Mr. T. N. Shetty (DIN:00587108). The other members of the Committee are Mr. F. S.Broacha (DIN: 00198990) Mr. L. Rajagopalan (DIN: 00063935) and Mrs. K. J. Udeshi (DIN:01344073) Independent Directors. Mr. Ganesh Chaturvedi CFO is a permanent invitee tothe Committee. Your Company also has in place a CSR policy and the same is available onyour Company's website viz. http://www.haldynglass.com/direct/csr-policy.pdf. TheCommittee recommends to the Board activities proposed to be undertaken during the year.
The Company acknowledges and recognizes the concept of Corporate Social Responsibility("CSR") which leads to triple (bottom line) benefits by way of (i) profits(ii) protection of environment and (iii) fight for social justice/quick development of thecountry. The Company is however facing difficulties in identifying well-organizednon-governmental organizations in remote and rural area which can assess and identify thereal needs of the community and work along with companies as implementation agencies toensure successful implementation of CSR activities. During the year the Company hascontributed a sum of Rs. 2500000 to the Prime Minister's Relief Fund. The Company hasalso contributed an amount of Rs. 435957 for the construction of building forR.O. Plant (safe drinking water) at Village Gavasad and Rs. 157182 for the constructionof cement concrete Road at Village Gavasad and Rs. 2100000/- to Sri Krishna SevashramaUdipi for Charitable Hospital to create facilities for the health of needy people.
The Annual Report on CSR activities is attached as Annexure II forming part of thisReport
18] MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
19] DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
During the year under review no material orders were passed by the Regulators / Courts/ Tribunals impacting the Company's going concern status and future operations. Howeverduring an inspection the Office of the Regional Director North-Western Region AhmedabadMinistry of Corporate Affairs had observed violation of certain provisions of theCompanies Act 2013 and the Company initiated compounding applications with RegionalDirector NCLT. Majority of the violations observed under certain provisions werecompounded.
20] DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company had no subsidiary as at the end of the financial year ended March 31 2017.The Company has entered into a Joint Venture Agreement ["the JV Agreement"] withHeinz Glas International GMBH Germany ["Heinz"] for manufacture and marketingof clear glass containers for cosmetics and perfumery industries in India and abroad.Details of the same are as follows:
|Sr. No. ||Name and Address of the Company ||CIN/GLN ||Holding/ Subsidiary/ Associate ||% of shares held ||Applicable Section |
|1 ||Haldyn Heinz Fine Glass Private Limited B-1202 Lotus Corporate Park Off Western Express Highway Goregaon [East] Mumbai - 400 063 ||U26960MH2015PTC261972 ||Associate ||50% ||2 (6) of the Companies Act 2013 |
Pursuant to the provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's associates in Form AOC-1 is attachedto the financial statements of the Company as Annexure-IV to this Report.
Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of associate are available on the website of theCompany.
The Company continues its objective of diversification and expansion within it's corecompetence area of glass manufacturing. It has entered into a joint venture withHeinz Glas' of Germany to manufacture cosmetic glass. This new joint venture isbeing executed through a new company called "Haldyn-Heinz Fine Glass Pvt. Ltd."where both Haldyn and Heinz have invested equally and have a 50 : 50 equity shareholdingstructure. The Board of Directors is pleased to inform that joint venture company hasw.e.f. April 2017 commenced commercial production of glass flacons for the perfume andcosmetics industry with technical support from Heinz. A substantial portion of theproduction is catering to the export market.
21] REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
Your Company has framed a Remuneration Policy which lays down a framework in relationto the Directors Key Managerial Personnel and Senior Management of the Company. ThePolicy also lays down the criteria for selection and appointment of Independent Directors.The details of the policy are explained in the Corporate Governance Report.
1. The information required under Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:
|Name/Designation ||Date of Joining ||Age Years ||Experience [in Years] ||Remuneration [ Rs. Lakhs] Per Annum ||Ratio of Remuneration of each Director/ KMP to median Remuneration of employees ||Percentage increase in Remuneration ||Particulars of previous Employment |
|Mr. N. D. Shetty ||April 25 1991 ||77 ||53 ||124.40 ||68.82 ||1.15 ||N.A. |
|Executive Chairman || || || || || || || |
|[DIN: 00025868] || || || || || || || |
|Mr. T. N. Shetty ||August 01 2009 ||43 ||20 ||122.54 ||67.79 ||-1.09 ||N.A. |
|Managing Director || || || || || || || |
|[DIN: 00587108] || || || || || || || |
|Mr. Ganesh P. ||November 13 2013 ||59 ||29 ||34.18 ||18.89 ||17.54 ||Asst. Vice President- Finance SAH Petroleums Limited |
|Chaturvedi || || || || || || || |
|Chief Financial Officer || || || || || || || |
|Mr. A. A. Lambay ||February 2 2008 ||69 ||13 ||8.82 ||4.88 ||5.06 ||Company Secretary S.K.S. Logistics Limited |
|Company Secretary || || || || || || || |
1. Remuneration of the Executive Chairman and the Managing Director includes SalaryHouse Rent Allowance / Rent free furnished accommodation Commission Reimbursement ofMedical Expenses Leave Travel Assistance and other perquisites evaluated as per theIncome-tax Rules 1962 excluding Company's Contribution to Provident Fund.
2. There are 349 permanent employees on the rolls of the Company.
3. Appointment of the Executive Chairman and the Managing Director is on contractualbasis. Other terms and conditions are as per the agreement between the incumbents and theCompany.
4. Mr. N. D. Shetty and Mr. T. N. Shetty are related to each other and to Mr. R. Y.Ajila non-Executive Director.
2. The information required under Section 197 read with Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:-
|Name/Designation ||Remuneration Received during the Year ||Nature of Employment whether Contractual or otherwise E= Employee C= Contract ||Qualifications and experi- ence of the employee ||Date of commence- ment of employ- ment ||The age of such employee ||The last employment held by such employee before joining the company ||The percent- age of equity shares held by the employee in the company ||Whether any such employee is a relative of any director or manager of the company and |
| || || || || || || || ||if so name of such director or manager |
| || || || || || || || || |
| || || || || || || || || |
|Mr. N. D. Shetty ||Rs. 12439729/- ||C ||Intermedi- ate ||25.04.1991 ||77 ||N.A. ||1.42 ||Yes |
|Executive Chairman || || || || || || || || |
|[DIN: 00025868] || || ||53 Years || || || || || |
|Mr. T. N. Shetty ||Rs. 12253699/- ||C ||B.com ||01.08.2009 ||43 ||N.A. ||0.52 ||Yes |
|Managing Director || || ||MBA || || || || || |
|[Din: 00587108] || || ||20 Years || || || || || |
|Mr. Asit Chawla ||Rs. 946295/- ||E ||B.E. ||27.02.2017 ||54 ||Middle East ||N.A. ||N.A. |
|Chief Operations ||(For part of the || ||(Mech.) || || ||Glass Egypt || || |
|Officer ||year) || || || || || || || |
|Mr. Ganesh P. ||Rs. 3417872/- ||E ||M.Com ||13.11.2013 ||59 ||SAH ||N.A. ||N.A. |
|Chaturvedi Chief || || ||FCA 29 || || ||Petroleum || || |
|Financial Officer || || ||years || || ||Limited || || |
|Mr. Narendra A. Shetty ||Rs. 3620752/- ||E ||B.E MBA ||04.08.2014 ||48 ||Asahi Glass ||N.A. ||N.A. |
|VP - Supply Chain || || ||26 years || || || || || |
|Commercial || || || || || || || || |
|Mr. Deepak Garg ||Rs. 3214644/- ||E ||D.M.E.DM. ||01.03.2016 ||48 ||Frigo glass ||N.A. ||N.A. |
|VP - Operations || || ||M 27 Years || || ||-Nigeria || || |
|Ms. Chandrika ||Rs. 2518342/- ||E ||B.A ||01.09.2014 ||44 ||Khubchandani ||N.A. ||N.A. |
|Prahalad || || ||DIP.P.M. || || ||Hospital || || |
|VP - HR || || ||22 Years || || || || || |
|Mr. J. K. Shetty ||Rs. 1882874/- ||E ||B.A. ||01.07.2005 ||59 ||HCL ||N.A. ||N.A. |
|GM Sales & Marketing || || ||38 Years || || || || || |
|Mr. Stephen Noronha ||Rs. 1323528/- ||E ||B.Com ||01.10.2015 ||50 ||H.N.G. ||N.A. ||N.A. |
|GM International || || ||29 Years || || || || || |
|Marketing || || || || || || || || |
|Mr. H. Srinivasan ||Rs. 1096082/- ||E ||DME ||10.03.2016 ||52 ||H.N.G. ||N.A. ||N.A. |
|GM || || ||31 Years || || || || || |
22] VIGIL MECHANISM
In pursuance of the provisions of section 177  &  of the Companies Act2013 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism policy is available on the website of the Company athttp://www.haldynglass.com/direct/vigil-mech.pdf
23] RISK MANAGEMENT POLICY
The Company has framed Risk Management Policy. The main objective of this policy is toensure sustainable business growth with stability and to promote proactive approach toidentifying evaluating and resolving risks associated with its business. In order toachieve the key objective the policy establishes structured and disciplined approach torisk management in order to guide decisions on risk related issues.
Under the current challenging and competitive environment the strategy for mitigatinginherent risk in accomplishing the growth plan of the Company is imperative. The commonrisks interalia are regulatory risk competition financial risk technology obsolescencehuman resources risk political risks investments retention of talents expansion offacilities and product price risk.
24] CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 [m] of the Companies Act 2013 readwith Rule 8 of the Companies [Accounts] Rules 2014 is furnished in Annexure-I formingpart of this Report.
25] DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134  of the Companies Act 2013 the Directors confirm that: i)In the preparation of the annual accounts the applicable Accounting Standards have beenfollowed along with the proper explanations relating to material departures; ii)Appropriate Accounting Policies have been selected and applied consistently. Judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the Profit for the Year ended March31 2017 have been made; iii) Proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and preventing and detecting fraud and otherirregularities; iv) The Annual Accounts have been prepared on a going concern basis; v)The policies and procedures adopted by the Company for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets prevention & detection of frauds / errors accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information andinternal Financial Controls are adequate and were operating effectively; vi) Propersystems are in place to ensure compliance of all laws applicable to the Company and thatsuch systems are adequate and operating effectively.
26] RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were atan arm's length basis and were in the ordinary course of business and in compliance withthe applicable provisions of the Companies Act 2013 Rules made thereunder and the LODR.All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for transactionswhich are foreseen and repetitive in nature. The transactions entered into pursuant toomnibus approval so granted are subsequently audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis. Particulars of contracts / arrangementwith related parties entered in to under section 188 are available in AOC 2 asAnnexure-V to this report.
The details of transactions with Related Parties are given in the notes to theFinancial Statements in accordance with the Accounting Standards. The Company has notgiven any loan to its Associate Company and hence disclosure under Part A of Schedule Vread with regulation 34 (3) and 53 (f) of LODR is not required.
The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company at http://www. haldynglass.com/direct/related-party.pdf.com None ofthe Directors has any pecuniary relationships or transactions vis--vis the Company.
a) Statutory Auditors
At the 24th Annual General Meeting held on September 29 2015 the members had approvedthe appointment of M/s. Mukund M. Chitale & Co. Chartered Accountants [FirmRegistration No. 106655W] to hold office from the conclusion of the 24th Annual Generalmeeting until the conclusion of the 29th Annual General Meeting of the Company to be heldin the year 2020 [subject to ratification of their appointment by the Members at everyAnnual General Meeting held after the 24th Annual General Meeting] on such remunerationplus applicable service tax and reimbursement of travelling and out of pocket expensesincurred for the purpose of audit as may be mutually agreed between the Board of Directorsand the Auditors.
In accordance with Section 139 of the Act Members are requested to ratify theappointment of the Auditors for the balance term to hold office from the conclusion of the26th Annual General Meeting till the conclusion of the 29th Annual General Meeting to beheld in the year 2020.
There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors in their report.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies[Appointment and Remuneration of Managerial Personnel] Rules 2014 the Company hadappointed M/s. SPANJ & ASSOCIATES a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report forms part ofthis report.
The report does not contain any qualifications reservation or adverse remark.
28] AUDITORS' REPORT
The specific notes forming part of the accounts referred to in the Auditors Report areself-explanatory and give complete information and is without any qualifications oradverse remarks. Hence no comment is required.
29] EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed as Annexure - III and forms anintegral part of this Report.
30] DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aRespect for Gender' Policy on prevention prohibition and redressal of sexualharassment in line with the provisions of the Sexual Harassment of Women at Workplace[Prevention Prohibition and Redressal] Act 2013 and the Rules framed thereunder.
The Company has not received any written complaint on sexual harassment during thefinancial year.
31] REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and Rules framed thereunder.
Your Directors thank all the shareholders customers vendors banks and the State andCentral Governments for the support extended during the year and look forward to theircontinued support in the future. Your Directors also place on record their appreciation ofthe contribution made by the Company's employees at all levels.
| ||For and on behalf of the Board |
| ||N. D. Shetty |
|Place : Mumbai ||Executive Chairman |
|Dated :July 27 2017 ||[Din: 00025868] |