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Hartron Communication Ltd.

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Hartron Communication Ltd. (HARTRONCOMMN) - Director Report

Company director report

To

The Members

Hartron Communication Limited

Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2015.

1. Financial Summary Or Highlights/Performance Of The Company (Standalone)

The Board’s Report shall be prepared based on the stand alone financial statementsof the company.

(Rs. In lacs)

Particulars 2014-2015 2013-14
Gross Income 3523.41 2209.74
Total expenditure 2525.1 1324.47
Profit Before Interest and Depreciation 998.31 885.27
Finance Charges 460.15 235.35
Gross Profit 538.16 649.92
Provision for Depreciation 308.37 158.05
Net Profit Before Tax 229.79 491.87
Provision for Tax 87.11 110.36
Provision for deferred tax (written back) -191.09 -48.13
Net Profit After Tax 333.77 423.44
Balance of Profit brought forward 2666.84 2243.4
Surplus carried to Balance Sheet 3000.61 2666.84

2. State of Company’s Affair

Gross Revenue from operation increased to Rs. 3504.92 Lacs against Rs. 2181.14 lacs inthe previous year. Profit before taxation decreased to Rs. 229.79 against Rs. 491.87 lacsin the previous year. The Net profit of the Company for the year under review has alsodecreased to Rs. 333.77 lacs against Rs. 423.44 lacs in the previous year.

3. Dividend

Your Director to propose to conserve the resources of company for future the directorsare not recommending any dividend during the Financial Year.

4. Reserves

The Company proposes to transfer Rs. 33377111 to the General reserve during the yearunder review.

5. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "ANNEXURE I".

6. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

7. Directors and Key Managerial Personnel

Mrs. Nisha Malik (DIN: 01902573) Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer herselves for reappointment.

During the year Mr. Vineet Prakash Jain Mr. Sharad Mehta appointed as IndependentDirector of the Company during the period under review.

Further there were cessations of Mr. Parma Nand Mr. Kuldeep Singh Mrs. Nirmala Malikand Mr. Devendra Kumar Vasishtha from the directorship of the Company during the FinancialYear.

8. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that—

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

9. Declaration by an Independent Director(s) and re- appointment

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

10. Particulars Of Loans Guarantees Or Investments Under Section 186

The company has not given any loan or guarantee and has not made any investment coveredunder the provision of Section 186 of The Companies Act 2013.

11. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

12. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13. Auditors:

The Auditors M/s Vinod Kumar & Associates Chartered Accountants (FirmRegistration No. 00234N) retire at the ensuing Annual General Meeting and being eligibleoffer themselves for reappointment for a period of one year from the conclusion of 27thAnnual General Meeting [AGM] till the conclusion of 28th AGM.

14. Auditors’ Report

The Auditors’ Report contain qualification under the heading basis ofqualification. The point wise reply of the Management on the qualifications of theauditors in Auditor’s Repost is as under:-

S. No. Observations Reply By the Management
1. Provisions of Retirement Benefits has not been made as per AS-15. (Refer Note No. 1.7 of Accounting Policies) The Management is looking in the matter and will create provisions of Retirement Benefits as per AS-15
2. Further we have relied upon a Management Representations relating to disclosure regarding impairment of assets as Note No. As per the Auditors the Company is maintaining register of assets as per prescribed format. And we have put the complete detail.
3 Debit and credit balance in the accounts of debtors and suppliers and few banks are subject to their respective confirmation and reconciliations. The company has sent registered letter for the confirmation of balance to all the debtors and suppliers. The bank accounts in question are inoperative accounts since more than 15 years. The company has already sent the resolutions for closure of these accounts.
4 The Company has Contested property tax demand of Rs. 459.60 Lacs raised by the Municipal Corporation Gurgaon for the financial years prior to 2013-14. The Management has observed that it is excessive and not as per the guidelines of the Corporation pertaining to property tax applicable to industries. The company is in follow up the matter with the department.

15.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Naveen k. RastogiPracticing Company Secretary has been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as "Annexure II" to this report.The report is self-explanatory and do not call for any further comments.

16. Internal Audit & Controls

The Company has engaged M/s. Khattar & Associates Chartered Accountant SCO 14ASector 7-C Chandigarh FRN 023650N M.No-087120 as its Internal Auditor. During the yearthe Company continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

17. Vigil Mechanism and Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.hartron.in under investors/policy documents/Vigil Mechanism and whistle blower Policy.

18. Risk Management Policy

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Company regularlymaintain a proper check in normal course of its business regarding Risk Management.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

19. Details Of Significant and Material Orders Passed by The Regulators or Courts orTribunals Impacting The Going Concern Status and Company’s Operations in Future

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operation.

20. Details In Respect of Adequacy of Internal Financial Controls with Reference to TheFinancial Statements.

Your Company has an effective Internal Financial Control which are constantly assessedand strengthened with new and revised standard operating procedures. The Company’sInternal Control System commensurate with the size scale and complexities of itsoperations. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.

21. Deposits

During the year under review Your Company has not accepted any public deposits interms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and also no amount was outstanding on account of principal orInterest thereon as on the date of Balance Sheet.

22. Particulars Of Contracts Or Arrangements With Related Parties

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm’s length transactions under third proviso thereto shall bedisclosed in Form No. AOC-2 as "Annexure III".

23. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement shall be annexedwith the report as "Annexure IV".

24. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2015 as "Annexure V".

25. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013

The Ministry of Law and Justice in its endeavor to protect the women against sexualharassment at work place and for the prevention and redressal of complaints of sexualharassment and for matter connected thereto or incidental thereto in general hasformulated the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Women and Child Development Ministry has written to CorporateAffairs Ministry asking it to notify constitution of ICC (Internal Complaints Committees)as a mandatory disclosure under Section 134 of the Companies Act 2013.

Internal Complaints Committee

Anju Sharma Professional Employee
Raj Sharma Sr. Employee

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace. During the year Company has not received any complaint of harassment.

26. Conservation Of Energy Technology Absorption And Foreign Exchange Earnings AndOutgo

Conservation of Energy and Technology Absorption:

In the absence of any manufacturing activities during the year under review no stepswere required to be taken for conservation of energy technology absorption and researchand development and as such the information relating thereto may be taken as nil.

b) Foreign Exchange Earnings and Outgo

There were foreign exchange earning of Rs. 143779646/- during the year under reviewand there were foreign out go of Rs. 7792572during the year under review.

27. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall be made and attached as "Annexure VI"

28. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

29. Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE.

30. Particulars of Employees

The information required pursuant to the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of the employees of the Company will beprovided upon request.

31. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Hartron Communications Limited
SD/-
RANDHIR SINGH MALIK
(CHAIRMAN)
(DIN 00307612)
Place: PANCHKULA
Date: 14.08.2015

ANNEXURE INDEX

Annexure Content
1 Annual Return Extracts in MGT 9
2 MR-3 Secretarial Audit Report
3 AOC 2-Related Party Transactions disclosure
4 Corporate Governance Report
5 Management Discussions and Analysis Report
6 Annual Report on Corporate Social Responsibility

ANNEXURE II

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 read with Rule No. 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Members

Hartron Communications Limited

Vally Estate Mansa Devi Road

Panchkula-134114 (H. R.)

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Hartron Communications Limited(hereinafter called the Company"). The secretarial audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on my verification of the Hartron Communications Limited ‘s books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended onMarch 31 2015 complied with the statutory provisions listed hereunder and also that thecompany has proper Board-Processes and Compliance-Mechanism in place to the extent in themanner and subject to the reporting made hereinafter:-

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Hartron Communications Limited ("the Company") for thefinancial year ended on 31st March 2015 according to the provisions of :-

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

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade 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; (Not applicable to the company during the audit period)

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

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; (Not applicable to the company during the audit period)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the company during the auditperiod)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the company duringthe audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. (Not applicable to the company during the audit period)

(f) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agents) Regulations 1993 regarding Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. (Not applicable to the company during the audit period)

vi. Other Applicable acts:

a. Payment of Wages Act 1936 and rules made there under

b. The Minimum Wages Act 1948 and rules made there under.

c. Employees’ State insurance Act 1948 and rules made there under.

d. The Employee’s Provident fund and Miscellaneous Provision Act 1952.

e. The Payment of Bonus Act 1965 and rules made there under.

f. Payment of Gratuity Act 1972 and rules made there under.

I have also examined the compliance with respect to the applicable clauses of thefollowing:-

(i) Secretarial Standards issued by the Institute of Company Secretaries of India;

(ii) The Listing Agreement entered into by the Company with the Stock Exchanges at BSEAhmedabad Stock Exchange Calcutta Stock Exchange Delhi Stock Exchange and Jaipur StockExchnage.

During the period under review the company has complied with the provisions of theAct Rules Regulations guidelines standards etc. mentioned above subject to thefollowing observations:

(j) With regard to listing agreement compliance it is stated that the EquityShares of the Company were listed with the stock exchanges at Bse Limited AhmedabadDelhi Calcutta and Jaipur. Some of these stock exchanges are nownon-operational/de-recognized. The Securities & Exchange Board of India (SEBI) videcircular No.CIR/MRD/DSA/18/2014 dated 22nd May 2014 read with circular No.CIR/MRD/DSA/05/2015 dated 17th April 2015 inter-alia stated that the Companies exclusivelylisted on the non-operational/de-recognized stock exchanges which failed to obtain listingin any other nationwide stock exchange will cease to be listed companies and will be movedto the Dissemination Board.

As per the information and explanation given to us by the management the Company islisted on BSE Ltd which is a nationwide exchange however the listing is suspended andthe management is taking all steps for revocation of listing with BSE Limited which isnationwide Exchange..

(ii) The Company has not made any arrangement with the depositories fordematerialization of its shares. As per explanation given to us by the management thatthe initial application with the Depository has been made by the company. The company hasreceived observation and document requirement from the depository for capital confirmationcertificate from Stock Exchage. The company is taking all steps and for getting requireddocument form the Stock Exchange and to provide the dematerialization of its share.

I further report that:-

• The Board of Directors of the Company is duly constituted with proper balance ofPromoters Directors and Independent Directors. The Changes in the composition of the Boardof Directors that took place during the period under review were carried out in compliancewith the provisions of the Act;

• Adequate notice is given to all Directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarification on the agenda items beforethe meeting and for meaningful participation at the meeting; and

• As per the Minutes of the meeting duly recorded and singed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

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 there were no instances of :-

(i) Public/Rights/Preferential Issue of Shares/Debenture/Sweat Equity;

(ii) Redemption/Buy-back of Securities;

(iii) Major decisions taken by the members in pursuant to section 180 of the CompaniesAct 2013;

(iv) Merger/Amalgamation/Reconstruction etc.;

(v) Foreign Technical Collaborations.

SD/-

CS NAVEEN KUMAR RASTOGI

PRACTISING COMPANY SECRETARY

FCS NO. 3685 C. P. NO. 3785

Place : Delhi

Dated : 14.08.2015

ANNEXURE III

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts)

Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SN Particulars Details
a) Name (s) of the related party & nature of relationship NA
b) Nature of contracts/arrangements/transaction NA
c) Duration of the contracts/arrangements/transaction NA
d) Salient terms of the contracts or arrangements or transaction including the value if any NA
e) Justification for entering into such contracts or arrangements or transactions’ NA
f) Date of approval by the Board NA
g) Amount paid as advances if any NA
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NA

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SN Particulars Details
a) Name (s) of the related party & nature of relationship 1.Mr. R.S. Malik : KMP
b) Nature of contracts/arrangements/transaction 1. Remuneration
c) Duration of the contracts/arrangements/transaction FULL YEAR
d) Salient terms of the contracts or arrangements or transaction including the value if any As per share Holders Reso lutions for appointment
e) Date of approval by the Board 30TH MAY 2013
f) Amount paid as advances if any Nil

 

SD/-
Date : 14.08.2015 RANDHIR SINGH MALIK
Place: PANCHKULA Chairman
DIN 00307612

 

SN Particulars Details
1 Name (s) of the related party & nature of relationship 1. Mr. Sanjeet Malik : KMP
2. Nature of contracts/arrangements/transaction Remuneration interest
3. Duration of the contracts/arrangements/transaction Up to 30th June 2018
4. Salient terms of the contracts or arrangements or transaction including the value if any As per Special Resolution under item no 4 of the notice of AGM for 2015
5. Date of approval by the Board 26TH May 2014
6. Amount paid as advances if any NIL

 

SD/-
Date : 14.08.2015 RANDHIR SINGH MALIK
Place: PANCHKULA Chairman
DIN 00307612 on

 

SN Particulars Details
1. Name (s) of the related party & nature of relationship 1. Panchkula Agro Foods Ltd. : Related Enterprises
2. Nature of contracts/arrangements/transaction Rent
3. Duration of the contracts/arrangements/transaction As per Agreement
4 Salient terms of the contracts or arrangements or transaction including the value if any RS 400000 Per month
5 Date of approval by the Board 26th May 2014
6 Amount paid as advances if any NIL

 

SD/-
Date : 14.08.2015 RANDHIR SINGH MALIK
Place: PANCHKULA Chairman
DIN 00307612

ANNEXURE VI

CSR Report

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014]

Corporate Social Responsibility (CSR)

(Approved by the Board of Directors on 17th November 2014 and has been uploaded onCompany’s website.)

1. A brief outline of the Company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

The CSR initiatives focus on holistic development of host communities and createsocial environmental and economic value to the society.

• To pursue these objectives we will continue to:

• Promote preventive and general health care sanitation and provision of safedrinking water;

• Promote education by providing financial assistance to deserving educationalinstitutions meritorious and needy student including special education and employmentenhancing vocations skills especially among children women elderly and the differentlyabled; promoting livelihood enhancement projects and road safety projects with specialemphasis on driver training programs;

• Promote gender equality empowering women setting up homes and hostels forwomen and orphans and setting up old age homes day care center and such other facilitiesfor senior citizen;

• Environmental sustainability ecological balance protection of flora and faunaanimal welfare agro forestry conservation of natural resources and maintain quality ofsoil air and water;

• Protect national heritage art and culture including restoration of buildingdand sites of historical importance and work of art; setting up public libraries; promotionand development of traditional arts and handicrafts;

• Contribute or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government;

• Contribute to rural development projects

• Such other activities and projects covered in Schedule VII to the Companies Act2013 from time to time.

2 The Composition of the CSR Committee:-

1. Mr. Sharad Mehta (Chairman)

2. Mr. R.S. Malik

3. Mr. Sanjeet Malik

3. Average net profit of the company for last three financial years: Rs. 54965426/-

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) : Rs.1099309/-

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year; Rs. 1100000/-

(b) Amount unspent if any; NIL

(c) Manner in which the amount spent during the financial year is detailed below.

(Rs. in Lacs)

SN CSR project or activity identified Sector in which The Project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads Cumulative expenditure upto to the reporting period Amount spent : Direct or through implementing agency*
1 Health Development Rural Shivalik Education Trust 11 11 11 11
2 Education Rural Shivalik Education Trust
3 Social Welfare Rural Shivalik Education Trust
TOTAL 11 11 11 11

7. The Chairman of the CSR Committee has given a responsibility statement on behalf ofthe CSR Committee that the Implementation and monitoring of CSR policy is in Compliancewith CSR objectives and policy of the Company.

SD/-

Sharad Mehta

Chairman of CSR Committee

Date: 14.08.2015

Place: GURGAON.