Hemang Resources Limited CIN: L65922TN1993PLC101885
Plot No. 4 6th Avenue Harington Road Chetpet Chennai Tamil Nadu - 600031
Your Directors have pleasure in presenting to you the Twenty Fourth AnnualReport and the Company's audited financial statement for the financial year ended March31 2017.
The summary of the financial result of the Company for the year under review are asunder:
| ||For the year ||For the year |
| ||ended 31.03.2017 ||ended 31.03.2016 |
|Sales & Other Income ||25436.58 ||43874.47 |
|Profit / (Loss) before Depreciation Finance Cost& Tax ||881.6 ||1257.68 |
|Less: Depreciation & Amortization ||1.61 ||0.89 |
|Finance Cost ||1027.01 ||1077.24 |
|Profit/(Loss) before tax ||(147.02) ||179.55 |
|Add\(Less) : Prior period adjustments ||- ||- |
|Less : Provision for Income-Tax ||(48.22) ||50.35 |
|Profit/(Loss) after Tax ||(98.80) ||129.20 |
|Add: Balance brought forward from last year ||1507.06 ||1435.60 |
|Add: Reversed from Capital Redemption Reserve ||- ||- |
|Amount available for Appropriation ||1408.86 ||1564.810 |
|Less: Proposed Dividend on preference shares ||- ||- |
|Less: Proposed Dividend on Equity Share Capital ||- ||- |
|Less: Dividend Distribution Tax ||- ||- |
|Less: Transfer to Capital Redemption Reserve ||57.14 ||57.14 |
|Balance carried forward ||1351.72 ||1507.66 |
During the year under review your Company has posted Turnover of R 25436.58 Lacs ascompared to the turnover of R 43874.47 Lacs in previous year and Profit after tax of R(98.80) Lacs as compared to the Profit after tax of R 129.20 Lacs in previous year. Thereis downfall in the revenue of the company as compared to previous year due to increase inthe margin by banks against non fund based limits and credit provided by the suppliers wasearlier was not available during the year due to the change in their business policies.
As on March 31 2017 the Authorized Share Capital of the Company is R 2300 Lac and Paidup Share Capital of the Company is R 2120 Lac bifurcated into R1320 Lac as Equity ShareCapital and R 800 Lac as Preference Share Capital.
During the year under review there was no public issue right issue bonus issue orpreferential issue etc.. The Company has not issued share with differential voting rightssweat equity shares nor has it granted any stock options.
During the year under review Company has transferred R 57.14 Lacs to CapitalRedemption Reserve and no amounts were transferred to General Reserve.
Due to the loss in current year your directors do not recommend dividend to EquityShareholders and as per conditions of lending banks Board of Directors did not recommendthe dividend of R 16.00 Lacs on 800000 2% on Cumulative Redeemable
Preference Shares of face value of R 100/- each for the financial year ended 31 March2017.
During Your Company has not accepted any deposit within the meaning of provisions ofChapter-V of the Act read with the Companies (Acceptance of Deposits) Rules 2014 for theyear ended March 31 2017.
Pursuant to Articles of Association of the Company and Sub Section (1) of Section 161of the Companies Act 2013 read with The Companies (Appointment and Qualification ofDirectors) Rules 2014 Ms. Uma Agarwal was appointed as Additional Independent Directorw.e.f. November 14 2016 and Mr. Deepak Tiwary was appointed as Additional and Whole TimeDirector of the Company w.e.f. May 30 2017 who shall hold office upto the date of nextAnnual General Meeting or last date on which the Annual General Meeting should have beenheld whichever is earlier.
During the period under review Ms. Varsha Jain (DIN: 07340678) Mr. T. Bajaji Achar(DIN: 06404420) and Mr. Chitranjan Singh Kahlon (DIN: 02823501) have tendered theirresignations from the directorship of the Company w.e.f. November 30 2016 March 21 2017and July 14 2016 respectively.
In light of the provisions of the Companies Act 2013 Mr. Prem Prakash Agarwal retirefrom the Board by rotation this year and being eligible offer himself for re-appointment.The information as required to be disclosed under SEBI (LODR) Regulations 2015 in case ofre-appointment of the directors is provided in the Notice of the ensuing annual generalmeeting.
DECLARATION BY INDEPENDENT DIRECTORS
Independent directors have submitted the declaration of independence as requiredpursuant to section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence of the directors is provided in the notice of the ensuing annual generalmeeting.
KEY MANAGERIAL PERSONNEL
During the period under review Mr. T. Balaji Achar Director & CEO of the companyhas tendered his resignation from position of CEO of the Company w.e.f. November 14 2016and Mr. Deepak Tiwari is being appointed as CEO w.e.f. November 14 2016.
Mr. Pratap Kumar Samataray Company Secretary and Compliance Officer of the Company hasresigned from the position of Company Secretary and Compliance Officer with effect fromMay 31 2017 and Mr. Samir Kumar Bahri were appointed as Company Secretary and Complianceofficer of the Company pursuant to Section 203 of the Companies Act 2013 with effect fromJune 01 2017.
As on date of report following are Key Managerial Personnel of the Company:
|S.No. Name of the person ||Designation |
|1 Mr. Deepak Tiwary ||Whole Time Director & Chief Executive Officer |
|2 Mr. M.S. Balaji Rao ||Chief Financial Officer |
|3 Mr. Samir Kumar Bahri ||Company Secretary & Compliance Officer |
FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEE AND DIRECTORS
Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report attached as Annexure tothis report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual financial statements for the year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) appropriate accounting policies have been selected and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the Loss of theCompany for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and where operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DETAIL IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under Section 143(12) of the Companies Act 2013.
SUBSIDIARY ASSOCIATE & JOINT VENTURE
Company doesn't have any subsidiary associate and Joint Venture Company and no companyhave become or ceased to be its subsidiaries joint venture or associates companies duringthe year.
PRESENTATION FINANCIAL STATEMENTS
The financial statements of the Company for the year ended March 31 2017 have beendisclosed as per Schedule III of the Companies Act 21013.
Pursuant to provisions of Section 139 of the Companies Act 2013 and Rules madethereunder current auditors of the Company M/s. Jain & Thakker. CharteredAccountants Chennai having Firm Registration number 014829S were appointed by themembers at the 22nd annual general meeting to hold office until the conclusion of the 26thannual general meeting subject to ratification by members at each annual general meeting.
M/s. Jain & Thakker. Chartered Accountants Chennai having Firm Registrationnumber 014829S have tendered their resignation from office of Statutory Auditor of theCompany and Board has recommended the name of M/s. Sathish Kumar & AssociatesChartered Accountants Chennai for appointment of Statutory Auditor to fill the causalvacancy arises due to resignation of M/s. Jain & Thakker. Chartered Accountants.
The members are requested to approve the appointment of M/s. Sathish Kumar &Associates Chartered Accountants Chennai having Firm Registration Number 017448S asstatutory auditors of the Company to fill casual vacancy and to appoint from conclusion of24th Annual General Meeting till conclusion of 29th Annual General Meeting subject toratification of at every Annual General Meeting.
The statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer by Statutory Auditor.
Pursuant to the provisions of Section 204 of Companies Act 2013 and rules made thereunder the Companies engaged the services of M/s. Ajit Jain & Co. (Membership No.3933) Company Secretary in practice to undertake the secretarial audit of the Company forthe financial year ended March 31 2017. The Secretarial Audit Report for the year 2016-17in the Form No. MR-3 is annexed to this Report. The Secretarial Audit Report does notcontain qualification reservation or adverse remark or disclaimer.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are sentout in Annexure of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. The policy is available on website of the company.
PARTICULAR OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed there under is annexed to the Board Report.
Pursuant to the legislation Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013' the Company has framed the policy onPrevention of Sexual Harassment a t Workplace. There was no case reported during the yearunder review under the said policy.
INTERNAL CONTROL SYSTEMS
The Company has an effective internal control and risk-mitigation system which areconstantly assessed.
All Committees of the Board of Directors were constituted and reconstituted whereverneeded in line with the provisions of Companies Act 2013 and regulation 27 of the SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 with the Stock Exchangeand same has been disclosed in Corporate Governance Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meeting of Board and its Powers) Rules 2014 and Regulations 22 of SEBI (LODR)Regulations 2015 the Policy on Vigil Mechanism/Whistle Blower was hosted on the websiteof the Company.
DIRECTOR'S REMUNERATION AND NOMINATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION178
Information regarding Director's Remuneration Policy and criteria for determiningqualifications positive attributes independence of director and other matters providedunder sub-section (3) of Section 178 are provided in the Corporate Governance Report.
RELATED PARTY POLICY AND TRANSACTION
The Board of Directors have approved the Related Party Transactions Policy and the samehas been hosted on http://www.bhatiacoalindia.com/BIIL/InvRelation.htm.
There were no related party transaction (RPTs) entered into by the Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013.There being no material' related party transaction as defined under regulation 23 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 there are notdetails to be disclosed in Form AOC-2 in that regard. Suitable disclosures as requiredunder AS-18 have been made in Note 2.4 of the Notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT
There are no significant and material order passed by the Regulators/ Courts/ StatutoryAuthorities that would impact the going concern status of the Company and its futureoperations.
PARTICULARS OF LOAN GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186
Information regarding loans guarantee and investments covered under the provisions ofSection 186 of the Companies Act 2013 are detailed in the Financial Statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act an extract of Annual Return inForm MGT-9 as on March 31 2017 is annexed to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Disclosure regarding Conservation of Energy and Technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Rule 8(3) of the Companies(Accounts) Rules 2014 are not applicable to the Company.
The information relating to Foreign Exchange Earnings and Outgo is given in theannexure to the report.
Pursuant to SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 asseparate chapter titled "Corporate Governance" has been included in this AnnualReport along with the reports on Management Discussion and Analysis Report.
All Board member and Senior Management Personnel have affirmed compliance with the Codeof Conduct for the year 2016-17. A declaration to this effect signed by the Whole TimeDirector & CEO of the Company is contained in this Annual Report.
The Whole Time Director/CEO and CFO have certified to the Board with regards to thefinancial statements and other matters as required under regulation 17 (8) SEBI (LODR)Regulations 2015 certificate from CEO AND CFO.
Certificate from Practicing Company Secretary regarding Compliance of condition ofcorporate governance is annexed to this Report.
BOARD MEETING HELD DURING THE YEAR
During the year five meetings of the Board of Directors were held the details of themeetings are furnished in the Corporate Governance Report which is annexed to this Report.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitment affecting the financial position ofthe Company which have occurred between the end of financial year and date of thisreport.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India the Secretarial Standards onthe Meeting of the Board of Directors (SS-1) and General Meeting (SS-2) came into effectfrom July 01 2015. The Company is in compliance with the same.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE POLICY AND EXPENDITURE
Detailed information on Corporate Social Responsibility Policy developed andimplemented by the Company on CSR initiative taken during the year pursuant to Section 135of the Companies Act 2013 is available Co's websites.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. Your Director's also wish to place on recordtheir deep sense of appreciation for the commitment displayed by employees for theservices rendered by them.
| ||For Hemang Resources Limited || |
| ||Sd/- ||Sd/- |
|Place: Chennai ||Mr. Deepak Tiwary ||Mr. S.V. Chaoji |
|Date: 14.08.2017 ||WTD & CEO ||Director |
| ||DIN: 06605701 ||DIN: 03464544 |