Your Directors present the Twenty Fourth Annual Report and Audited Accounts of theCompany for the financial year ended March 31 2017.
1. OPERATIONSAND THE STATE OF COMPANY'SAFFAIRS
(A) Sales and Profit:
The sales and other income of the Company during 2016-17 were lower to Rs.1367.66 Lakhscompared to Rs. 1565.70 Lakhs of the previous year. The loss incurred to Rs. 60.28 Lakhsduring the year 2016-17 as compared to Rs. 58.64 Lakhs of the previous year.
(B) Raw Material:
Required quantities of the Raw materials were available from within India.
Company has not made any export during the year (Rs.24.44 Lakhs during Previous year).
In view of loss incurred during the year under review your Board of Directors does notrecommend any dividend for the financial year 2016-17.
3. TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to General Reserves for thefinancial year ended March 31 2017 in view of losses.
The Company has not accepted any Fixed Deposits under Chapter V of the Act during thefinancial year and as such no amount on account of principal or Interest on Deposits frompublic was outstanding as on March 31 2017.
5. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN INVESTMENTS MADE AND SECURITIESPROVIDED :
Particulars of loans given guarantees given investments made by the Company pursuantto Section 186 of the Act are given in the Notes to the Financial Statements which formspart of the Annual Report.
6. MATERIAL CHANGES OCCURREDAFTER END OF THE FINANCIALYEAR:
Except as disclosed elsewhere in this Annual Report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial year of your Company and date of this Annual Report.
All fixed assets and movable assets of the Company are adequately insured.
Company's Securities are listed on BSE Limited at Mumbai. The Company has already paidthe listing fees for FY 2016-17 and also paid the listing fees for the FY 2017-18 in themonth of April 2017 to BSE Limited.
9. INDIANACCOUNTING STANDARDS (INDAS)-IFRS CONVERGED STANDARDS:
The Company will adopt Ind-AS with effect from 1st April 2017 pursuant to Ministry ofCorporate Affairs' notification dated 16th February 2015 notifying the Companies (IndianAccounting Standard) Rules 2015.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) and 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement the Directors hereby confirm:
a) that in the preparation of the annual accounts for the year ended March 31 2017the 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 as at March 31 2017 andof the loss of the Company for the year ended on that date;
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.
Shri Narendra N. Shah resigned as a Director (Independent) with effect from November 92016. The Board places on record its appreciation for contributions made by Shri NarendraN. Shah during his tenure as an Independent Director of the Company.
The Board at its meeting held on February 7 2017 appointed Shri Nirav D. Shah as anAdditional Director (Independent) of the Company effective from February 7 2017 onrecommendation made by the Nomination and Remuneration Committee.
In accordance with the provisions of the Companies Act 2013 ("the Act") andthe Articles of Association of the Company Shri Bhupendra J. Shah Executive Chairman andShri Subhash J. Shah Whole Time Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible have offered themselves forre-appointment. The Independent Directors of the Company have given the certificate ofIndependence to the Company stating that they meet the criteria of independence asprescribed under Section 149(6) of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
A brief resume and other relevant details of the Directors proposed to be appointed/reappointed are given in the Explanatory Statement to the Notice convening 24th AnnualGeneral Meeting.
There is no change in the composition of the Board of Directors and Key ManagerialPersonnel of the Company during the year under review except as stated above.
12. BOARD EVALUATION:
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.
13. MEETINGS OF THE BOARDAND COMMITTEES:
The Board met four times during the year details of which are given in the Report onCorporate Governance that forms the part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Details of meetings of all theCommittees of the Board have been given in the Report on Corporate Governance.
14. PARTICULARS OF EMPLOYEES:
There was no employee drawing an annual salary of Rs. 102.00 lakhs or more whereemployed for full year or monthly salary of Rs. 8.50 Lakhs or more where employed for partof the year and therefore no information pursuant to the provisions of Rule 5 (2) and (3)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isrequired to be given.
Disclosure with respect to remuneration of the Directors and employees as requiredunder Section 197 of the Act and the Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 have been annexed to this report as
M/s Harish S. Patel & Co. Chartered Accountants Ahmedabad retire as StatutoryAuditors of the Company from the conclusion of the ensuing Annual General Meeting("AGM"). The Audit Report given by the Auditors on the financial Statements ofthe Company is a part of the Annual Report. There has been no qualification reservationor adverse remark given by the Auditors in their Report.
In accordance with Section 139 of the Act listed companies cannot appoint orre-appoint the auditor for more than two terms of five consecutive years if the auditoris an audit firm. Existing companies which are covered under the auditor rotation shouldcomply with these requirements within three years from the date of commencement of theAct.
M/s Harish S. Patel & Co. Chartered Accountants (ICAI Firm Registration No.103551W) Ahmedabad since 1994 and have completed a term of twenty three years. It is nowtherefore proposed to appoint M/s Borkar & Muzumdar Chartered Accountants (ICAI FirmRegistration No. 101569W) Mumbai as Statutory Auditors of the Company. Further M/s Borkar& Muzumdar have consented to be appointed as Statutory Auditors of the Company andconfirmed that their appointment if made would be in compliance with the provisions ofthe Sections 139 and 141 of the Act and Rules framed thereunder.
The Audit Committee and the Board at their respective meetings held on May 26 2017have recommended the appointment of M/s Borkar & Muzumdar Chartered Accountants (ICAIFirm Registration No. 101569W) Mumbai as Statutory Auditors of the Company from theconclusion of the ensuing AGM until the conclusion of the 29th AGM subject to theratification of such appointment by the shareholders at every AGM.
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 2016-17. A Secretarial Audit Report for FY2016-17 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 is not required to get its cost records audited by a Cost Auditor. But theCompany is maintaining cost records voluntarily and obtained the Certificate ofMaintenance of Cost Records from the Cost Auditor.
16. CORPORATE GOVERNANCE :
As per Regulation 34(3) read with schedule V of the SEBI (LODR) Regulations 2015 theReport on Corporate Governance and the Auditor's Certificate regarding compliance ofconditions of Corporate Governance are made part of this Annual Report.
17. 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.
18. CONTRACTSANDARRANGEMENTS 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 at 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.
19. VIGIL MECHANISM:
The Company has a Whistle Blower Policy. All employees of the Company also have accessto the Chairman of the Audit Committee in case they wish to report any concern. TheWhistle Blower Policy has been posted on the website of the Company (www.hipolin.com). Allcases registered under Whistle Blower Policy of the Company if any are reported to andare subject to the review of the Audit Committee.
20. 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.
21. PREVENTION OF SEXUAL HARASSMENTAT WORKPLACE:
The Company firmly believes in providing a safe supportive and friendly environment- aworkplace where our values come to life through the supporting behaviours. Positiveworkplace environment and a great employee experience are integral part of our culture.The Company believes in providing and ensuring a workplace free from discrimination andharassment based on gender.
The Company educates its employees as to what may constitute sexual harassment and inthe event of any occurrence of an incident constituting sexual harassment; the Companyprovides the mechanism to seek recourse and redressal to the concerned individualsubjected to sexual harassment.
During the year there was no complaint of sexual harassment lodged with the Company
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND 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.
The Company has established a well-equipped 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
(Amount in Rs.)
|Particulars ||2016-17 ||2015-16 |
|Foreign Exchange Earnings (Rs.) ||NIL ||627627 |
|Foreign Exchange Utilised (Rs.) ||NIL ||NIL |
23. EXTRACT OFANNUAL 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 banks and shareholders for their cooperation andassistance extended to the company.
|Date : May 26 2017 ||For and on behalf of the Board || |
|Place : Ahmedabad ||Bhupendra J. Shah ||Shailesh J. Shah |
| ||Chairman ||Managing Director |
| ||(DIN: 00325446) ||(DIN: 00777653) |