Your Directors present the Twenty Third Annual Report and Audited Accounts of theCompany for the financial year ended March 31 2016.
|PARTICULARS || |
Amount (Rs. in Lacs)
| || |
Year ended on
| ||31-03-2016 ||31-03-2015 |
|1) Income ||1565.70 ||2104.14 |
|2) Profit / (Loss) before Interest Depreciation & Taxation ||(8.38) ||25.97 |
|Less : Interest ||16.68 ||29.52 |
|3) Profit / (Loss) before Depreciation and Taxation ||(25.06) ||(3.55) |
|Less : Depreciation ||36.04 ||38.04 |
|4) Profit / (Loss) before Tax for the year ||(61.09) ||(41.59) |
|Less : Provision for Taxation : || || |
|(a) Current Tax ||Nil ||Nil |
|Add (b) Deferred Tax ||2.45 ||11.92 |
|(c) Excess Provision of earlier years (Net) ||Nil ||(4.5) |
|Sub-total ||2.45 ||7.42 |
|5) Net Profit / (Loss) after Tax for the year ||(58.64) ||(34.17) |
|Add :Balance B/f from previous years a/c. ||(64.17) ||(30.00) |
|6) Balance C/f to next years account ||(122.81) ||(64.17) |
OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
A) Sales and Profit:
The sales and other income of the Company during 2015-16 were lower at Rs. 1565.70Lakhs compared to 2104.14 Lakhs of the previous year. The loss incurred Rs. 58.64 Lakhsduring the 2015-16 compared to Rs. 34.17 Lakhs of the previous year.
B) Raw Material:
Required quantities of the Raw materials were available from within India.
Company was able to procure the required orders for its export products. Company madeexport of Rs. 24.44 Lakhs during the year (Rs. 7.82 Lakhs during Previous year).
No material changes and commitments affecting the financial position of the Companyhave occurred between March 31 2016 and the date of this Report.
In view of loss incurred during the year under review your Board of Directors does notrecommend any dividend for the financial year 2015-16.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :
The Company has not given any loan made investment given any guarantee or providedany security covered u/s. 186 of The Companies Act 2013 to any one.
During the year Company has not accepted any Fixed Deposits.
All fixed assets and movable assets of the Company are adequately insured.
The Company keeps on exploring the possibility of technical improvement and processoptimization for better yields / product mix / energy efficiency.
Company's Securities are listed on BSE Limited at Mumbai. The Company has already paidthe listing fees to this Stock Exchange for FY 2015-16.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) of the Companies Act 2013 with respectto Directors' Responsibility Statement the Directors hereby confirm:
a) that in the preparation of the annual accounts for the year ended March 31 2016the applicable accounting standards read with requirements set out under Schedule III ofthe Companies Act have been followed and there are no material departures from the same;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year viz. March 31 2016 and of the loss of the Company for that period;
c) that 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;
d) that the Directors have prepared the annual accounts on a `Going Concern' basis;
e) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Members of the Company had at the 22 Annual General Meeting held on 30 September2015 appointed Shri Ajay R. Gandhi Shri Umesh P. Mehta and Shri Virendra B. Shah as
Independent Directors for a term of 5 (five) Consecutive years ending 7 December 2019;7
December 2019 and 12 February 2020 respectively pursuant to Section 149 and otherapplicable provisions of the Companies Act 2013 and also approved the appointment of ShriSubhash J. Shah and Shri Bharat J. Shah (C.F.O.) as the Whole Time Directors of theCompany w.e.f.13 February 2015 for the term ending 31 March 2018 respectively for both.The Members had in the same meeting approved the re-appointment of Shri Shailesh J. Shahas the Managing Director of the company w.e.f. 1 April 2015 for a term of threeconsecutive years.
As per the provisions of the Companies Act 2013 Shri Jaykumar J. Shah Whole-timeDirector and Shri Bharat J. Shah CFO and Whole Time Director retire by rotation andbeing eligible have offered themselves for re-appointment.
There was no Director or any Key Managerial Personnel drawing an annual salary of Rs.60.00 Lakhs or more where employed for full year or monthly salary of Rs. 500000/- ormore where employed for part of the year. The information pursuant to the provisions ofRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed herewith as Annexure A.
A brief resume and other relevant details of the Directors proposed to be appointed/re-appointed are given in the Explanatory Statement to the Notice convening 23 AnnualGeneral Meeting.
The evaluation of Board its Committees and Individual Directors was carried out as perthe criteria laid down by the Board of Directors based on the recommendation of theNomination and Remuneration Committee.
MEETINGS OF THE BOARD :
During the Financial Year 2015-16 4 (four) meetings of the Board of Directors tookplace. For further details please refer Report on Corporate Governance.
All the employees have worked with zeal and enthusiasm and your Directors wish toexpress their sincere appreciation to all the employees for their support co-operationand dedicated services.
PARTICULARS OF EMPLOYEES:
There were no employees drawing an annual salary of Rs. 60.00 Lakhs or more whereemployed for full year or monthly salary of Rs. 500000/- or more where employed for partof the year and therefore no the information pursuant to the provisions of Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is requiredto be given.
The auditors M/s Harish S. Patel & Co. Chartered Accountants Ahmedabad retire atthe conclusion of the ensuing Annual General Meeting and they have furnished a certificateregarding their eligibility for re-appointment as Statutory Auditor of the Companypursuant to the provision of the Section 139(1) of the Companies Act 2013 read withrelevant Rules. The Board of Directors recommends their re-appointment for the year2016-17 at the ensuing AGM.
The Auditor's Report for the financial year 2015-16 does not contain any qualificationreservation or adverse remark.
Pursuant to Section 204 of The Companies Act 2013 read with Rules thereof the Boardof Directors had appointed M/s. M. P. Mehta & Co. Company Secretaries Ahmedabad asSecretarial Auditor of the Company for the FY 2015-16. A Secretarial Audit Report for FY2015-16 is annexed herewith as Annexure B.
The said report does not contain any qualification reservation or adverse remark.
As per the Companies (Cost Records and Audit) Rules 2014 as amended by Companies (CostRecords and Audit) Amendment Rules 2014 issued by the Central Government the Company isnot required to get its cost records audited by a Cost Auditor. But the Company ismaintaining cost records voluntarily and obtained the Certificate of Maintenance of CostRecords from the Cost Auditor.
CORPORATE GOVERNANCE :
As per Regulation 34(3) read with schedule V of the SEBI (LODR) Regulations 2015 aseparate Section on corporate governance practices followed by Company together with acertificate from Company Statutory Auditors confirming compliance forms an integral partof this report.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required under Regulation 34(2)(g) of SEBI(LODR) Regulations 2015 is not applicable to the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions with related parties entered into by theCompany during the financial year with related parties were in the ordinary course ofbusiness and on an arm's length basis. During the year the Company had not entered intoany contract / arrangement / transaction with related parties which could be consideredmaterial in accordance with related party transactions.
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company (www.hipolin.com).
RISK MANAGEMENT POLICY:
The Company follows well-established and detailed risk assessment and minimizationprocedures which is periodically reviewed by the Board. The Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organization's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy.
The Senior Management assists the Board in its oversight of the Company's management ofkey risks including strategic and operational risks as well as the guidelines policiesand processes for monitoring and mitigating such risks under the aegis of the overallbusiness risk management framework.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy
The Company has not incurred significant amount on electricity as most of the productsof the company are mixing of various ingredients. The percentage of electricity expensesis very negligible to total expenses. However the Company ensures conservation at allpossible levels.
B. Technology Absorption
The Company has established a well-equiped Quality Control Laboratory and Research andDevelopment Laboratory. The Research & Development Laboratory does not require anysophisticated instruments.
The Company has adopted indigenously available technology for its production process.The Company has not adopted any foreign technology.
C. Foreign Exchange Earnings and outgo
|Particulars ||2015-16 ||2014-15 |
|Foreign Exchange Earnings (Rs.) ||627627 ||773360 |
|Foreign Exchange Utilised (Rs.) ||NIL ||NIL |
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 in accordance with Section 92(3) of theCompanies Act 2013 read with Companies (Management & Administration) Rules 2014 isannexed herewith as Annexure C to this Report.
Your Board of Directors wishes to place on record its appreciation to the contributionmade by the employees of the company. The Directors also wish to thank the Governmentauthorities financial institutions and shareholders for their cooperation and assistanceextended to the company.
|Date : May 26 2016 ||For and on behalf of the Board || |
|Place : Ahmedabad || || |
| ||Bhupendra J. Shah ||Shailesh J. Shah |
| ||Chairman ||Managing Director |