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Hindustan Wires Ltd.

BSE: 504713 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE075C01010
BSE LIVE 12:46 | 13 Sep 37.50 -1.50
(-3.85%)
OPEN

37.50

HIGH

37.50

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 37.50
PREVIOUS CLOSE 39.00
VOLUME 50
52-Week high 58.00
52-Week low 27.00
P/E 18.47
Mkt Cap.(Rs cr) 37
Buy Price 37.50
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.50
CLOSE 39.00
VOLUME 50
52-Week high 58.00
52-Week low 27.00
P/E 18.47
Mkt Cap.(Rs cr) 37
Buy Price 37.50
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00

Hindustan Wires Ltd. (HINDWIRES) - Director Report

Company director report

TO THE MEMBERS

Your Directors present their Annual Report together with Audited Financial Statementsof the Company for the year ended on 31st March 2017

FINANCIAL RESULTS

The Results are summarised below:

(Rs. In Lacs)

Particulars Year ended 31.03.2017 Year ended 31.03.2016
Revenue from Operations (excluding excise duty & service tax) 676.81 635.16
Other income 116.61 186.46
Total Revenue 793.42 821.62
Expenses 562.48 551.42
Profit/(loss) before exceptional items depreciation & tax 230.94 270.20
Exceptional Income - 300.00
Profit/(Loss) before Depreciation & Tax 230.94 570.20
Depreciation 23.03 46.02
Provision for income tax (MAT) 42.39 23.35
MAT Credit Entitlement (42.39) (23.35)
Net Profit/(Loss) after tax 207.91 524.18
Net Profit/(Loss) Carried to Balance Sheet 207.91 524.18

OPERATIONS & GENERAL REVIEW

During the year the revenue from operations including income from financing activitiesfor the current year is Rs. 676.81 Lacs as against Rs. 635.16 Lacs in the previous year.During the year in the business of Gas re-filling station gross sales were at Rs. 523.64Lacs as against Rs. 496.15 Lacs in the previous year. Further during the year the Companyhas earned interest amounting to Rs. 183.67 Lacs as against Rs. 166.57 Lacs in theprevious year from its financing activities. In addition the Company has also earned otherincome of Rs. 116.61 Lacs as against Rs. 186.46 Lacs in the preceding year mainly onaccount of receipt of Rent Storage charges and income from providing Business SupportServices etc. The Company expects to improve its performance in the Current year.

The net profit carried to Balance Sheet is Rs. 207.91 Lacs and the net accumulated lossat the year end is Rs. 275.51 Lacs which is being carried forward.

DIVIDEND

In view of accumulated losses your Directors are not in a position to recommend anydividend for the year ended 31st March 2017.

STATE OF COMPANY AFFAIR

During the year the Company carried on its activities in manufacturing and trading inIndustrial Gases and also undertaken financing and investment activities. The Company alsoearned income from Rent and from providing Business Support Services. The Company has wellequipped re-filling station to process and fill different types of gases in cylinders andall safety measures are in place. The net profit during the year is Rs. 207.91 Lacs asagainst previous year profit of Rs. 224.18 Lacs (excluding exceptional income of Rs. 300Lacs). The net profit carried to balance sheet is Rs. 207.91 Lacs and the net accumulatedloss at the year end is Rs. 275.51 Lacs. The Company expects to further improve itsperformance in the coming years.

There has 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 the report.

There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and its future operations.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits covered under chapter V of theCompanies Act 2013.

TRADING IN SHARES OF THE COMPANY

It was reported in the last Annual report that BSE had suspended the script of theCompany for trading as a surveillance w.e.f. 31st March 2016. However BSErevoked the suspension and the normal trading operations started w.e.f. 20thJune 2016.

DEPOSITORY SERVICES FOR EQUITY SHAREHOLDERS OF THE COMPANY

The Central Depository Services (India) LTD. (CDSL) and National Securities DepositoryLimited (NSDL) are accepting the Equity Shares of the Company for DEMAT vide ISIN No.INE075C01010 hence the members of the Company can avail of the Depository Services.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Shri G.R. Goenka (DIN 00133700) a Director of Company retires by rotation at theforthcoming Annual General Meeting and being eligible offer himself for re-appointment.

During the year Shri R.K. Gupta was re-appointed as Whole Time Director designated asExecutive Director w.e.f. 1st Nov 2016 for a period of 3 years in the Boardmeeting held on 9th Nov 2016 and the same was also approved by members videPostal Ballot Notice (including E-voting) dated 30th Nov 2016.

The Company has appointed Mr. Sita Ram Sharma as Chief Financial Officer w.e.f. 24thMay 2016. During the year no Key Managerial Person has retired or resigned.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors Mr. Krishna Murari Lal & Mr. Jagdish Saran Baijal havegiven their declaration that they continue to meet the criteria of Independence as laiddown U/s 149 (6) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act 2013 your Directors on thebasis of representations of the management confirm that:

i) In the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed;

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review;

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The directors have prepared the annual accounts on a 'going concern' basis; and

v) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

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

MEETINGS OF THE BOARD

During the financial year ended 31st March 2017 five Board Meetings wereheld i.e. on 13th May 2016 24th May 2016 8th Aug2016 09th Nov 2016 and 9th Feb 2017.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors oversees the financial statements andfinancial reporting before submission to the Board on quarterly and yearly basis. TheAudit Committee is responsible for the recommendation of the appointment remunerationperformance and oversight of the work of the Internal and Statutory Auditors. It reviewsthe reports of the internal auditors and statutory auditors.

At present there are Four members of the Audit Committee out of which two areIndependent Directors.

The composition of the Audit Committee is given below:

Sl No. Name of the Members Category
1. Mr. K.M Lal Chairman-Independent- Non-executive
2. Mr. J.S. Baijal Independent- Non-executive
3. Mr. U.S. Bhartia Non- Executive
4. Mr. G.R. Goenka Non- Executive

NOMINATION & REMUNERATION COMMITTEE (NRC)

The Company is having a Nomination & Remuneration Committee which was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013. The functions ofthis Committee include identification of persons who are qualified to become directors orwho may be appointed in senior management formulation of criteria for determiningqualifications positive attributes independence recommendations of their appointmentsto the Board evaluation of every director's performance formulation of RemunerationPolicy to include recommendation of remuneration for directors key managerial personneland senior management.

At present there are Four members of the Nomination & Remuneration Committee(NRC) in which two are Independent Directors. The composition of the NRC is given below:

Sl No. Name of the Members Category
1. Mr. K.M Lal Chairman-Independent- Non-executive
2. Mr. J.S. Baijal Independent- Non-executive
3. Mr. U.S. Bhartia Non- Executive
4. Mr. G.R. Goenka Non- Executive

The Policy of the Company relating to the remuneration for the Directors KeyManagerial Personnel and other employees is annexed as Annexure A.

PARTICULARS OF EMPLOYEES & REMUNERATION

Disclosures required under Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 areannexed in Annexure B.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee comprises of two Directors i.e. Shri G.R. Goenka (Non-Executive Director)and Shri R.K. Gupta (Executive Director) to look after the redressel of shareholders andinvestors complaints. To expedite the process of share transfer the Board has delegatedthe power of share transfer to Share Transfer Committee consisting of Shri G.R. Goenka andShri S.K. Sharma (Manager Finance & Accounts).

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually includingthe Chairman of the Board as well as the evaluation of the Committees of the Board.Directors were evaluated on various aspects including inter-alia degree of fulfilment ofkey responsibilities contribution at Board & Committee Meetings and guidance &support to the Management outside Board & Committee Meetings. The performanceevaluation of the Independent Directors was also carried out by the entire Board.

The result of the evaluation done by Independent Directors was reported to the Chairmanof the Board. It was reported that the performance evaluation of the Board &Committee's was satisfactory. The Chairman of the Board provided feedback to the Directorson an individual basis as appropriate. The Directors expressed their satisfaction withthe evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEMS & RISK MANAGEMENT

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas includingfor fraud prevention.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act 2013 with respect to CSR were notapplicable to the Company as the Company's net worth or turnover or average net profitsare below the threshold limit.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto and forms part of thisReport- Annexure C.

AUDITORS' REPORT

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

AUDITORS

The Auditors M/s K.N Gutgutia & Co. Chartered Accountants will be completing theperiod of Three years of their appointment as Statutory Auditors of the Company in theforthcoming AGM. As per the provisions of Section 139 of the Companies Act 2013 read withRules made there under they cannot be re-appointed for any further period.

Hence another firm M/s M.L. Garg & Co. Chartered Accountants New Delhi (FRN001604N) is proposed to be appointed as auditors of the Company. They have consented totheir appointment as Statutory Auditors and have confirmed that their appointment ifmade will be in accordance with Section 139 & Section 141 of the Companies Act 2013.

The members are requested to consider and approve their appointment as StatutoryAuditors of the Company for a period of 5 financial years (from the conclusion of the 57thAGM until the conclusion of the 62nd AGM of the Company) and to authorize the Board to fixtheir remuneration in the forthcoming AGM subject to ratification of appointment at eachAGM.

SECRETARIAL AUDIT

The Board had appointed Mrs. Smita Sharma Practising Company Secretary to carry outsecretarial audit Pursuant to provisions of section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit report is annexed herewith as "Annexure D"

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended 31-03-2017 do not contain anyqualification reservation adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure E".

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has constituteda Risk Management Committee. The Company has identified the potential risks and threatsand the Company has taken effective steps to mitigate the same.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013the Company has a Whistle Blower Policy which provides for proper reporting systems forany unfair practice and adequate safe guard against victimisation of persons who use suchmechanism.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

CORPORATE GOVERNANCE

The Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 relating to Corporate Governance is not applicable to your Company sincethe Company's paid-up equity capital and net worth is below the threshold limit and assuch no report on Corporate Governance is being submitted with this report. However theCompany has substantially complied with the norms of Corporate Governance.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has a policy of zero tolerance for sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.

The Company has not received any complaint of Sexual Harassment during the financialyear 2016-17.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013

The Company in its usual course of business has given short term loan as per detailsgiven below. However there was no fresh investments during the year.

S. No. Particulars of Transaction Amount (Rs. In Lacs)
1. Short term loan given to IGL Infrastructure Pvt. Ltd. 125.00

The Short Term loan given to IGL Infrastructure Pvt. Ltd. has been utilized in theirbusiness of infrastructure activities. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES

The Company has during the year entered into contracts or arrangements with relatedparties in the usual course of business which are at competitive terms and are as such atarm's length. The details of such contracts are given in "Annexure F" in FormNo. AOC - 2. There was no contract or arrangement with the related party which was not atarm's length. All the Related Party Transactions are in the interest of the Company whichare necessary for furtherance of the objectives of the Company and to also smoothly runits operations of Industrial Gases and other business segments.

Related Party Disclosures as required under regulation 34(3) read with para 'A' of theschedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is given in "Annexure G".

MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and analysis report as required under Listing Regulations isannexed as "Annexure H". ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operationreceived from business associates Govt. Authorities Banks and Members of the Company andlook forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication andcommitment of the employees at all levels of the Company which continues to be ourstrength.

For and on behalf of the Board of Directors
R.K.Gupta G.R.Goenka
Executive Director Director
DIN 00423525 DIN 00133700

Place: Noida

Date: 30th May 2017