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Hardcastle & Waud Mfg Co Ltd.

BSE: 509597 Sector: Consumer
NSE: N.A. ISIN Code: INE722D01015
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OPEN 268.80
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VOLUME 50
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P/E 80.12
Mkt Cap.(Rs cr) 18
Buy Price 262.00
Buy Qty 45.00
Sell Price 0.00
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OPEN 268.80
CLOSE 256.00
VOLUME 50
52-Week high 322.90
52-Week low 256.00
P/E 80.12
Mkt Cap.(Rs cr) 18
Buy Price 262.00
Buy Qty 45.00
Sell Price 0.00
Sell Qty 0.00

Hardcastle & Waud Mfg Co Ltd. (HARDCASTWAUD) - Director Report

Company director report

Your Directors have pleasure in placing before you their Seventieth Annual Reporttogether with the Audited Financial Statements for the year ended March 31 2016. TheManagement Discussion and Analysis is also included in this Report.

1. Financial results AND appropriations

Year ended

Previous Year

March 31 2016

March 31 2015

(Rs. Lacs)

(Rs. Lacs)
Profit/ (Loss) before Interest Depreciation & Exceptional Items 199.11 133.00
Interest 0.01 0.02
Depreciation etc. 33.05 32.25
Profit/(Loss) before Taxation and Past MAT entitlement lapsed Rs 42.89 Lacs (Prev. Year Nil) 166.05 100.73
Prior Year Adjustments 0.09 (11.70)
Provision for Taxation 60.32 4.90
Deferred Tax 1085.05 (22.77)
Net /Profit/(Loss) after Taxation (979.41) 130.30
Balance b/f from Previous Year 0.10 3037.80
Total Available (979.31) 3168.10-
Transferred to General Reserve - 3168.00
Carried forward (979.31) 0.10

In view of absence of divisible surplus no dividend is being recommended.

2. OPERATIONS:

The Company achieved a turnover of Rs 506.53 lacs this year as against Rs 365.86 lacsduring the previous year. However due to increase in other indirect business expenses asspecified in the notes to the financial statements and reversal of deferred tax assetamount the Company has incurred after tax loss of Rs 979.41 lacs as against profit of Rs130.30 lacs in the previous year. The Company is hopeful for a better year ahead.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

During the year the Company’s sales of products and services amounted to Rs506.53 lacs as compared to Rs 365.86 lacs in the previous year implying approximategrowth of 38.45%. The Company’s current business activity consists of two segmentsIndustrial Chemicals and Investments. During the year under review revenue fromindustrial segment was Rs 608.10 lacs in comparison to Rs 470.40 lacs in the previous yearand revenue from investments segment was Rs 91.49 lacs in comparison to Rs 104.03 lacs inthe previous year.

The activities at Company’s factory were suspended due to lack of orders andbusiness exigencies. The Company has during the current year given its manufacturingassets on lease.

The Company for time being is focusing on increase in revenue and reduction in costs.Efforts are also continuously being made in looking out for new opportunities forbusiness.

The Company has in place internal financial control systems commensurate with its sizeand the nature of its operations to ensure proper recording of financial and operationalinformation and compliance of various internal controls and other regulatory and statutorycompliances. The internal auditor monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company. Based on the reports of the internal auditorrespective departments undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

Information pertaining to financial performance forms part of Directors Report.

There were no material developments in Company’s Human Resource Capital.Industrial relations continue to be stable.

4. DIRECTORS: a) At the 69th Annual General Meeting (AGM) held on30.09.2015 Mr Om Prakash Adukia (DIN: 00017001) was re-appointed as adirector of theCompany. Also Mr Dharmendra Agarwal (DIN: 06406889) was appointed as an IndependentDirector. b) Mr N. S. Karnavat (DIN: 00027130) and Mr Tushar Agarwal (DIN: 00043184)Independent Directors resigned w.e.f 6.11.2015. On recommendations of the Nomination andRemuneration Committee of the Company (NRC) Mr Chandrakant Khaitan was appointed as anadditional director of the Company in the category of Independent Director w.e.f6.11.2015. However Mr Chandrakant Khaitan and Mr Dharmendra Agarwal both independentdirectors have since resigned as directors w.e.f 30.5.2016. Mr Sunil Trivedi (DIN:00387797) and Ms Rekha Pacheria (DIN: 07415573) were appointed as additional directors ofthe Company w.e.f 30.5.2016 in the category of independent directors. Pursuant to Section150 (2) of the Act the appointments of both Mr Trivedi and Ms Pacheria need to be approvedby members.

The appointees possess requisite expertise and knowledge and are qualified for beingIndependent Directors of the Company.The Company has also received prescribed notices frommembers along with security deposits.

Approval of members is being sought for appointment of Mr Trivedi and Ms Pacheria for aterm of five years w.e.f 30.5.2016.

Necessary declaration have been received from each independent director under Section149(7) of the Act that he / she meets the criteria of independence laid down in Section149 (6) of the Act. c) At the 68th AGM of members Mr Banwari Lal Jatia (DIN:00016823) wasre-appointed as Managing Director of the Company for a period of three years w.e.f01.04.2014. Since the tenure of Mr Jatia would expire on 31.3.2017 the Board at itsmeeting held on11.8.2016 decided to seek members’ approval for re-appointment of MrJatia as Managing Director of the Company for a further period of 3 years. d) Mrs SmitaJatia (DIN: 03165703) retires by rotation at the ensuing AGM but being eligible offersherself for re-appointment. e) Board Evaluation: The Board has carried out an annualevaluation of its own performanceas also of the individual directors and its variouscommittees. The performance of Non-Independent Directors and the Board as a whole wascarried out by the Independent Directors at their separate meeting. Evaluation ofperformance of Independent Directors was carried out by the entire Board of Directorsexcluding the director being evaluated. The directors expressed satisfaction with theevaluation process and the results. f) Meetings: During the year 5 board meetings wereconvened and held.

5. COMMITTEES OF BOARD:

The Board of Directors has reconstituted its following committees: i) Audit Committee:Mr Sunil Trivedi (Chairman) Ms Rekha Pacheria Mr Om Prakash Adukia

During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee. The Company has also put in place a vigilmechanism for directors and employees to report their concerns / grievances etc. to theAudit Committee which oversees the functioning of such mechanism. ii) Nomination andRemuneration Committee: Mr Sunil Trivedi (Chairman) Ms Rekha Pacheria Mr Om Prakash AdukiaThe Company’s policy on directors’ and other appointment and remuneration etc.is attached as ‘Annexure I’ to this report. iii) Stakeholders’ RelationshipCommittee: Mr Om Prakash Adukia (Chairman) Mr B L Jatia Mr Sunil Trivedi iv) RiskManagement Committee: Mr B L Jatia (Chairman) Mr Om Prakash Adukia Mr Sunil Trivedi In theBoards’ perception there are no foreseeable risks which could threat the exigenciesof the Company. Share Transfer Committee was also reconstituted for administrativeconvenience.

6. FRESH LISTING AGREEMENT:

The Company has executed a fresh listing agreement with the Bombay Stock ExchangeLimited pursuant to SEBI Circular dated 13.10.2015 consequent to notification of the SEBIListing Regulations.

7. CHANGE IN COMPANY’S REGISTRARS AND TRANSFER AGENT (RTA):

Pursuant to SEBI order WTM/RKA/MIRSD2/41/2016 dated 22.3.2016 Link Intime India PvtLtd were appointed as the Company’s RTA in place of Sharepro Services (India) Pvt Ltdw.e.f. 1.5.2016. Members are requested to note the change and address all correspondenceand requests relating to transfer of shares etc to the new RTA whose contact detailsappear in Annexure - V to this report.

8. UNCLAIMED SHARE CERTIFICATES:

It may be recalled that in the year 2000 pursuant to a Scheme of Arrangement betweenthe Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd) (HCL) the Company hadissued and allotted to each member of the Company on a proportionate basis 2 fully paidequity shares of Rs10 each of the Company in lieu of every 5 each equity shares held onthe relevant date. For claiming the new share certificates members so were required tosurrender their old certificates. While majority of the members so surrendered theircertificates many members did not do so despite the Company regularly advising them to doso and collect the new certificates through its notices of AGMs.

The Company again sent three fresh reminders to each of such members on 20.11.201529.12.2015 and 29.01.2016. Since the shares remaining unclaimed after the 3rd reminder arerequired to be maintained in electronic mode the Company has opened a separate demataccount with Rashi Equisearch Pvt Ltd a registered depository participant and 9778 suchunclaimed shares have been transferred thereto on 27.5.2016 after dematerialization.Members who have not yet collected their share certificates can still do so through theCompany’s new Registrars and Transfer Agent Link Intime India Pvt Ltd.

The voting rights on such unclaimed shares will remain frozen till the rightfulowner(s) claim(s) the shares.

9. SHIFITING OF REGISTERED OFFICE OF THE COMPANY:

With effect from 13.7.2016 the registered office address of the Company has beenchanged to Mall Office 2nd Floor Metro Junction Mall of West Pioneer Properties (I) PvtLtd Netivali Kalyan (E) – 421306 Thane.

10. PROPOSED SHIFTING OF REGISTER OF MEMBERS:

Subject to approval of members at the ensuing AGM the Board of Directors have decidedto shift and maintain the Registers and Index of Members at the office of Link IntimeIndia Private Limited RTA situated at Pannalal Silk Mills Compound C-13 Lal BahadurShastri Marg Subhash Nagar Bhandup (West) Mumbai 400078 for administrative convenience.

11. CHANGE IN WEBSITE ADDRESS OF THE COMPANY:

The website address of the Company has been changed from www.hawcoindia.com towww.hawcoindia.in. Members are requested to make note of the same.

12. AUDITORS:

M/s GMJ & Co. Chartered Accountants were appointed as Statutory Auditors of theCompany at the AGM held on 30.9.2014 for a period of five years subject to ratification bymembers at every subsequent AGM. Ratification of the appointment is therefore being soughtfrom members. The Company has obtained a certificate from M/s GMJ & Co. tothe effectthat their re-appointment if made would be in accordance with the Act and the Rulesframed thereunder.

13. AUDITORS’ REPORT:

The Auditors’ Report does not contain any reservation qualification or adverseremark.

14. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31st March 2016 is annexedhereto as ‘Annexure II’. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

15. LOANS / INVESTMENTS:

Details of loans and investments appear in the notes to the financial statements. Noguarantees/securities were provided by the Company on behalf of other bodies corporateduring the year.

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm’s length basis. During the year the Company did not enter into anycontract/arrangement/transaction with related parties which could be considered to bematerial.

17. CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required by Section 134(3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is given in ‘Annexure III’ to this report.

18. CORPORATE SOCIAL REPONSIBILITY (CSR):

None of the three criteria specified in Section 135(1) of the Act relating to CSR isapplicable to the Company.

19. SUBSIDIARY JOINTVENTURE OR ASSOCIATE COMPANIES:

The Company has no subsidiary joint venture or associate.

20. PARTICULARS OF EMPLOYEES: a. Required particulars of employees under Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as ‘Annexure – IV’to this report. b. There are no employeescovered by Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

21. Extract of ANNUAL return:

An extract of the Company’s Annual Return in form MGT-9 is annexed hereto as‘Annexure V’.

22. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Schedule V of the SEBI ListingRegulations has been attached to this Annual Report.

A certificate from Mr Shailesh Kachalia a practicing Company Secretary regardingcompliance with the conditions of Corporate Governance as stipulated in the SEBI ListingRegulations is annexed to this Report as ‘Annexure VI’.

23. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act yourdirectors state that:

(a) In preparation of the annual accounts applicable accounting standards have beenfollowed alongwith proper explanation relating to material departures; (b) Accountingpolicies have been selected and applied consistently and the judgments and estimates madeare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of its loss for that period; (c) Properand sufficient care have been taken for maintenance of adequate accounting records inaccordance with provisions of the Act for safeguarding assets of the Company and forpreventing and detecting frauds and other irregularities; (d) The annual accounts havebeen prepared on a going concern basis; (e) Internal financial controls to be followed bythe Company have been laid down and such internal financial controls are adequate andoperated effectively; and (f) Proper systems have been devised to ensure compliance withprovisions of all applicable laws and such systems are adequate and operating effectively.

24. GENERAL:

Your directors state that no disclosure or reporting is required for the following asthere were no transactions of the types covered thereby during the year; i. Detailsrelating to Deposits covered under Chapter V of the Act; ii. Issue of equity shares withdifferential rights as to dividend voting or otherwise; iii. Issue of shares (includingsweat equity shares) to employees of the Company under any scheme; and iv. No significantor material orders were passed by Regulators or Courts or Tribunals which impact theCompany’s going concern status and operations in the future.

Your directorsfurther state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENTS

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board
Banwari Lal Jatia Om Prakash Adukia
Managing Director Director
Dated: 11th August 2016 (DIN: 00016823) (DIN: 00017001)

ANNEXURE - I

Extract from Nomination and Remuneration Policy:

Policy relating to Appointment Criteria of Independence and Remuneration of Directors/ Key Managerial Personnel (KMP)

a) Qualifications:-

The objective is to have a Board of an appropriate composition with diverse backgroundand experience and commitment to discharge its responsibilities that are relevant for theCompany’s operations such as: i) Educational and professional background; ii) Generalunderstanding of the Company’s business; iii) Relevant expertise and experienceacquired/possessed as member of board of other bodies corporate; and iv) Requirementsprescribed from time to time under the Companies Act 2013 the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andother relevant law.

b) independence :-

The Committee shall assess independence of directors at the time of appointment /re-appointment as well as annually as laid down in the Companies Act 2013 and otherapplicable laws and regulations/ guidelines.

c) Remuneration :- a) The remuneration / compensation / commission etc. payable tothe Managing Director / Whole-time Director Non-Executive / Independent Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject toapproval of members of the Company and of the Central Government wherever required. b)The remuneration and commission to be paid to the Managing Director / Whole-time Directorshall be in accordance with the percentage / slabs / conditions as per provisions of theCompanies Act 2013 and the Rules made thereunder.

c) Increments to the existing remuneration / compensation structure linked toperformance shall be clear and meet appropriate performance benchmarks and may berecommended by the Committee in the case of directors to the Board which should be withinthe slabs approved by members in the case of Managing Director / Whole-time Director. d)The Committee does not propose to fix the actual amounts of remuneration that may bepayable to each individual KMP or senior management personnel. However the Committeewhile fixing the remuneration of any such key personnel shall consider the following:

1. The industry practice for the same level of employment/office;

2. Past performance /seniority of the concerned appointee;

3. The nature of duties and responsibilities cast upon such person by reason of his /her holding that office;

4. The remuneration should be such that it provides adequate incentive to the person togive his / her best to the Company and feel a sense of high satisfaction with theemployment;

5. The perquisites to be given to Managing Director / Whole-time Director(s) KMP &Senior Management Personnel will be as per industry practices and or as may be recommendedby the Committee to the Board.

Remuneration to Whole–time and other Directors KMP and Senior ManagementPersonnel:-

The Managing Director / Whole-time Director shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee. Thebreak-up of the pay scale and quantum of perquisites including employer’scontribution to P.F. pension scheme medical expenses club fees etc. shall be decidedand approved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required reflecting the short and long termperformance objectives appropriate to the working of the Company and its goals.

Commission may be paid within the monetary limits fixed and approved by the Boardsubject to the overall limit not exceeding 1% of the net profits of the Company computedas per applicable provisions of the Companies Act 2013.

Sitting Fees:-

The Non-Executive / Independent Directors may receive remuneration by way of fees forattending meetings of the Board or Committees thereof as may be recommended by theCommittee and approved by the Board provided that the amount of such fees shall not exceedamounts prescribed in this behalf by the Articles of Association of the Company and orCentral Government from time to time.

ANNEXURE II

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and rule no.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members ofHardcastle & Waud Mfg. Co. Limited I have conducted Secretarial Audit of complianceof applicable statutory provisions and adherence to good corporate practices by Hardcastle& Waud Mfg. Co. Limited (hereinafter called ‘the Company’).The audit wasconducted in a manner that provided me reasonable basis for evaluating the corporateconduct and statutory compliances of the Company and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by it and also the information provided by theCompany its officers agents and authorized representatives during the conduct of theaudit I hereby report that in my opinion the Company has during the financial yearended on 31st March 2016 complied with the statutory provisions listed hereunder and alsothat the Company has proper Board processes and compliance mechanism in place to theextent in the manner and subject to the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2016according to provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 and the rules made thereunder;

iii. The Depositories Act 1996 and the regulations and bye-laws framed thereunder;

iv. The Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011;

(b) SEBI (Prohibition of Insider Trading) Regulations 2015;

(c) SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009;

(d) SEBI (Share Based Employee Benefits) Regulations 2014;

(e) SEBI (Issue and Listing of Debt Securities) Regulations 2008;

(f) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regardingthe Act and dealings withclients;

(g) SEBI (Delisting of Equity Shares) Regulations 2009; and

(h) SEBI (Buyback of Securities) Regulations 1998.

(i) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations). vi. Other Applicable Laws:

1. All labour laws including the following and amendments thereto if any;

(a) The Employees’ Provident Funds and Miscellaneous Provisions Act 1952;

(b) Employees’ State Insurance Act 1948;

(c) Payment of Gratuity Act 1972; and

(d) Payment of Bonus Act 1965;

2. All Direct Taxes and Indirect Taxes including the following and amendments theretoif any;

(a) Income Tax Act 1961;

(b) Provisions of Finance Act 1994 relating to Service Tax;

(c) Central Excise Act 1944; (d) Customs Act 1962;

(e) Maharashtra Value Added Tax Act 2002; and

(f) The Central Sales Tax Act 1956

3. The Bombay Stamp Act 1958;

4. Bombay Shops and Establishments Act 1948;

5. Factories Act 1948; and

6. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and all other applicable laws for time being.

I have also examined compliance with applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii)The Listing Agreement entered into by the Company with the BSE Ltd.

During the year under review the Company has complied with provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

i further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with provisions of the Act.

Adequate notice is given to all directors to schedule board meetings and agenda thereofand detailed notes on the agenda are sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors and Committee(s) of theBoard.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the Company has:

(i) pursuant to SEBI Circular dated 13.10.2015 entered into fresh listing agreementdated 15.12.2015 with BSE for continuing the listing of its securities with the saidexchange; (ii) changed the website address of the Company from www.hawcoindia.com towww.hawcoindia.in; (iii) decided to cease activities at the Company’s Sarigam factorydue to lack of orders from clients and business exigencies w.e.f 10.3.2016 till furtherreview and to give the facility on lease for the time being.

Shailesh A. Kachalia
Place : Mumbai FCS No. 1391
Date : 09.08.2016 C P No. 3888

ANNEXURE III

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy technology absorption foreign exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is provided hereunder:

(A) conservation of energy :
(i) steps taken by the company for utilising alternate sources of steps taken or impact on conservation of energy energy from energy saving equipment and energy efficient technology Appropriate measures are being adopted to derive maximum benefit for the production processes. However no capital investment for energy conservation equipments was incurred during the year.
(ii) capital investment on energy conservation equipments
(B) technology absorption :
(i) efforts made towards technology absorption : Efforts are being made to develop new processes and their upgradation.
(ii) benefits derived like product improvement cost reduction product development or import substitution : The Company has recently ceased its manufacturing activity at the Sarigam Plant in Gujarat w.e.f 10.3.2016.
(iii) in case of imported technology (imported during the last
(a) details of technology imported;
(b) year of import; NIL
(c) three years reckoned from the beginning of the financial year) whether the technology has been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and :

 

(iv) expenditure incurred on Research and Development : Rs. ( in Lacs)

2015-2016

2014-2015
a. Capital NiL NIL
b. Recurring NiL NIL
Total NiL NIL
(c) Foreign exchange earnings and outgo : Rs. ( in Lacs)

2015-2016

2014-2015
Earned NiL NIL
Outgo 2.78 1.10

ANNEXURE IV

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL / EMPLOYEES;

Information required pursuant to Section 197 (12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Sr No. Name Designation Remuneration F Y 2015-16 Rs. in lakhs % Increase in remuneration 2015-16 Ratio / Times per Median of employee remuneration
1 Mr Banwari Lal Jatia Managing Director 31.20 14.16 6.96
2 Mr Narendra Abhichandani Chief Financial Officer 8.24 15.73 -
3 Mrs Smita Achrekar Company Secretary 4.05 13.35 -

The median remuneration of employees (7 Nos) of the company during the financial yearwas Rs. 4.48 lacs (increase of 2.63% over 2014-2015). Note: 1. The average % increase inthe remuneration for the non-managerial personnel during the year 2015-2016 over theearlier year was 10.43% as compared to the % increase of 14.32% in the case of managerialpersonnel. The difference is normal considering the fact that the responsibilities the twocategories vary vastly.

2. The Remuneration paid is in consonance with the Remuneration Policy of the Company.

ANNEXURE VI COMPLIANCE CERTIFICATE

To

The Members

Hardcastle & Waud Mfg Co. Ltd. Kalyan

I have examined the Company’s compliance of conditions of Corporate Governance asstipulated in the Listing Agreement entered into by the Company with the BSE Ltdapplicable upto 30.11.2015 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 effective from 1.12.2015 forthe financial year ended March 31 2016.

Compliance of conditions of corporate governance is the responsibility of themanagement. My examination was limited to the procedures adopted by the Company forensuring compliance of conditions of Corporate Governance and implementation thereof. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.

I have conducted my review on the basis of relevant records and documents maintained bythe Company and furnished to me for the review and the information and explanations givento me by the Company.

Based on such review and to the best of my information and according to theexplanations given to me in my opinion the Company has complied with conditions ofCorporate Governance.

Shailesh A Kachalia
Place : Mumbai CP 3888
Date : 09.08.2016 Company Secretary