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Hemang Resources Ltd.

BSE: 531178 Sector: Others
NSE: N.A. ISIN Code: INE930A01010
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.98
PREVIOUS CLOSE 8.98
VOLUME 715
52-Week high 13.35
52-Week low 8.10
P/E
Mkt Cap.(Rs cr) 12
Buy Price 8.98
Buy Qty 95.00
Sell Price 9.11
Sell Qty 370.00
OPEN 8.98
CLOSE 8.98
VOLUME 715
52-Week high 13.35
52-Week low 8.10
P/E
Mkt Cap.(Rs cr) 12
Buy Price 8.98
Buy Qty 95.00
Sell Price 9.11
Sell Qty 370.00

Hemang Resources Ltd. (HEMANGRESOURCES) - Director Report

Company director report

To

The Members

Hemang Resources Limited

(Formerly Bhatia Industries & Infrastructure Limited)

CIN: L65922TN1993PLC101885

Your Directors have pleasure in presenting the Twenty Third Annual Report and theCompany’s audited financial statement for the financial year ended March 31 2016.

FINANCIAL RESULTS

The summary of the financial result of the Company for the year under review are asunder:

(Rs in Lacs)
For the year ended 31.03.2016 For the year ended 31.03.2015
Sales & Other Income 43874.40 62993.09
Profit / (Loss) before Depreciation Finance Cost& Tax 1257.68 1613.00
Less: Depreciation & Amortization 0.89 0.29
Finance Cost 1077.24 755.37
Profit/(Loss) before tax 179.55 857.34
Add\(Less) : Prior period adjustments - -
Less : Provision for Income-Tax 50.35 282.04
Profit/(Loss) after Tax 129.20 575.30
Add: Balance brought forward from last year 1435.60 936.64
Add: Reversed from Capital Redemption Reserve - -
Amount available for Appropriation 1564.81 1511.94
Less: Proposed Dividend on preference shares - 16.00
Less: Proposed Dividend on Equity Share Capital - -
Less: Dividend Distribution Tax - 3.20
Less: Transfer to Capital Redemption Reserve 57.14 57.14
Balance carried forward 1507.66 1435.61

There is no change in the nature of business.

PERFORMANCE REVIEW

During the year under review your Company has posted Turnover of Rs 43874.40 Lacs ascompared to the turnover of Rs 62993.09 Lacs in previous year and Profit after tax of Rs129.30 Lacs as compared to the Profit after tax of Rs.575.30 Lacs in previous year.

SHARE CAPITAL

The paid up share capital as on March 31 2016 was Rs 21.20 crores. There was no publicissue right issue bonus issue or preferential issue etc. during the year. The Companyhas not issued shares with differential voting rights sweat equity shares not has itgranted any stock options.

RESERVE

During the year under review Company has transferred Rs 57.14 Lacs to CapitalRedemption Reserve and no amount was transferred to General Reserve.

DIVIDEND

With a view to plough back the profit of the Company for future expansion/requirementsyour directors do not recommend dividend to Equity Shareholders and as per condition oflending banks Board of Directors did not recommend the dividend of Rs 16.00 Lacs on800000 2% Cumulative Redeemable Preference Shares of face value of Rs 100/- each forthe Financial year ended 31st March 2016.

PUBLIC DEPOSITS

During the year under review the Company has not invited or accepted any publicdeposits in accordance with the provisions of Section 73 of the Companies Act 2013 readwith The Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS

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 Mrs. Varsha Jain was appointed as Additional

Director of the Company w.e.f. December 12 2015 who shall hold office upto the date ofnext Annual General Meeting or last date on which the Annual General Meeting should havebeen held whichever is earlier.

During the period under review Mr. J. K. Jain (DIN-00051878) Ms. Komal Thakkar(DIN-07062825) and Mr. Chitranjan Singh Kahlon (DIN-02823501) have tendered theirresignations from directorship of Company w.e.f. July 10 2015 July 09 2015 and July 142016 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 regulation 2015 in case ofre-appointment of the directors is provided in the Notice of the ensuing annual generalmeeting.

DECLARATION BY INDEPENDENT DIRECTORS

The 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 as provided in sub-section (6).

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards had been followed along with proper explanation relatingto 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 as at March 31 2016 and of the profit ofthe Company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts 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 nocompany have become or ceased to be its subsidiaries joint venture or associatescompanies during the year.

PRESENTATION FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31 2016 have beendisclosed as per Schedule III to the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

Ms. Ramandeep Kaur Bhatia Company Secretary and Compliance Officer of the Company hasresigned from the position of Company Secretary and Compliance Officer with effect fromOctober 03 2015 and Mr. Pratap Kumar Samataray were appointed as Company Secretary andCompliance officer of the Company pursuant to Section 203 of the Companies Act 2013 witheffect from January 01 2016.

Mr. B. L. Kakrecha Chief Executive Officer of the Company has resigned from positionof Chief Executive Officer of the Company w.e.f. February 12 2016 and Mr. TamraparniBalaji Achar has been appointed as Chief Executive Officer w.e.f. February 12 2016.

As on date of report following are Key Managerial Personnel of the Company:

. Name of the person Designation
1 Mr. Tamraparni Balaji Achar Whole Time Director & Chief Executive Officer
2 Mr. M. S. Balaji Rao Chief Financial Officer
3 Mr. Pratap Kumar Samantaray Company Secretary & Compliance Officer

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS

Information on the manner in which formal annual evaluation has been made by the Boardof its own performance and that of its Committees and individual directors is given in theCorporate Governance Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the current auditors of the Company M/s. Jain & Thakker. CharteredAccountants Chennai having Firm Registration number 014829S were appointed by themembers at the 22 nd annual general meeting to hold office until the conclusion of the 26annual general meeting subject to ratification by members at each annual general meeting.

The members are requested to ratify the appointment of M/s. Jain & Thakker.Chartered Accountants Chennai having Firm Registration number 014829S as statutoryauditors of the Company and to fix their remuneration for the year 2016-17.

AUDITORS’ REPORT

The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer by Statutory Auditor.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 2014 of the Companies Act 2013 and rules madethere under the Company has appointed M/s. Ajit Jain & Co. (Membership No. 3933)Company Secretary in practice to undertake the secretarial audit of the Company.Secretarial Audit Report for the year 2015-16 issued by him in the prescribed form MR– 3 is annexed to this Report.

The said Secretarial Audit Report does not contain any qualification reservation oradverse remark or disclaimer made by the Secretarial Auditor except non expenditure of CSRamount.

STATUTORY DISCLOSURES

Details as required under the provisions of Section 197(12) of the Companies Act 2013read with rules 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Company’s websitehttp://www.bhatiacoalindia.com/BIIL/InvRelation.htm as an annexure to the Director’sReport. A physical copy of the same will be made available to any shareholder on request.

Details as required under the provisions of Section 197(12) of the Companies Act 2013read with rules 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which form part of the Director’s Report will be madeavailable to any shareholder on request as per provisions of Section 136(1) of the saidAct.

A Cash Flow Statement for the year 2015-16 is attached to the Balance Sheet.

Pursuant to the legislation ‘Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013’ the Company has framed a Policy onPrevention of Sexual Harassment at 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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE POLICY AND EXPENDITURE

Detailed information on Corporate Social Responsibility Policy developed andimplemented by the company on CSR initiatives taken during the year pursuant to Section135 of the Companies Act 2013 is given in the annexed the Annual Report on CSRactivities.

Company was unable to spend any amount of CSR and reason for the not spending is thatCSR committee was constituted during the year and projects to be undertaken under CSR isunder review of the Committee.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given in by Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India the Secretarial Standards onthe Meetings 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.

COMMITTEES

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) Regulation 2015 with the Stock Exchangeand same has been disclosed in Corporate Governance Report.

DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

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

There were no Related Party Transactions (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 transactions as defined under regulation23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 there arenot details to be disclosed in Form AOC-2 in that regard.

During the year 2015-16 pursuant to Section 177 of the Companies Act 2013 andregulation 23 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 all RPTs were placed before the Audit Committee for its approval.

The policy on RPTs as approved by the Board is uploaded on the Company’s websitehttp://www.bhatiacoalindia.com/BIIL/InvRelation.htm

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis report.

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.

MEETINGS OF THE BOARD

There were six meeting of the Board held during the year detailed information is givenin the Corporate Governance Report.

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

Extract of Annual Return of the Company as provided under sub-section (3) of Section 92of the Companies Act 2013 in the prescribed form MGT-9 is annexed herewith as Annexure– II.

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 - I to the report.

CORPORATE GOVERNANCE

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 members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to his 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 regard to thefinancial statements and other matters as required under regulation 17(8) SEBI (LODR)Regulations 2015.

Certificate from practicing Company Secretary regarding compliance of conditions ofcorporate governance is annexed to this Report.

ACKNOWLEDGEMENT

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 onrecord their deep sense of appreciation for the commitment displayed by employees for theservices rendered by them.

For Hemang Resources Limited

(Formerly Bhatia Industries & Infrastructure Limited)

Sd/- Sd/-
Place: Chennai T. Balaji Achar Varsha Jain
Date: 11.08.2016 Director Director
DIN: 06404420 DIN: 07340678

Annexure - I to Directors’ Report

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OFBOARD OF DIRECTORS) RULES 1988

Form A (Rule 2)

A. CONSERVATION OF ENERGY

Not applicable since the Company is engaged in trading activities. Form –B (Rule2)

RESEARCH AND DEVELOPMENT

Not applicable

B. TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION

Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Total Foreign Exchange used and earned

(Rs in Lacs)
Particulars Current year Previous year
1 Total Foreign Exchange earned - 24.41
2 Total Savings in Foreign Exchange Through products manufactured by the Division and deemed exports - -
3 Total Foreign Exchange used 10272.62 20531.41

 

For Hemang Resources Limited

(Formerly Bhatia Industries & Infrastructure Limited)

Sd/- Sd/-
Place: Chennai T. Balaji Achar Varsha Jain
Date: 11.08.2016 Director Director
DIN: 06404420 DIN: 07340678