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Hiran Orgochem Ltd.

BSE: 506170 Sector: Health care
NSE: N.A. ISIN Code: INE546E01016
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Hiran Orgochem Ltd. (HIRANORGOCHEM) - Director Report

Company director report

To

The Members

Hiran Orgochem Limited

Your Directors have pleasure in submitting Thirty first Annual Report of the Companytogether with the Audited Statements of Accounts of your company for the financial for theyear ended 31st March 2015.

1. Financial Highlights:

The Company's financial performance for the year under review along with previous yearsfigures are given hereunder:

(Rs. in Lacs)
Particulars Current Period Previous Year
(1st April 2014 to 31st March 2015) (1st July 2013 to 31st March 2014)
Net Sales and Other Income 130.48 356.58
Less: Expenditure except Finance Cost & Depreciation 2900.35 908.89
Profit/(Loss) before Finance Cost Depreciation & Taxation (2769.87) (552.31)
Less: Finance Cost & Depreciation 5.77 169.26
Less: Extraordinary Item Profit / (Loss) before Taxation (2775.64) (721.57)
(Add)/Less: Provision for Taxation & deferred Tax - -
Profit/(Loss) after Taxation (2775.64) (721.57)

2. Performance:

The financials of the Company for the period ended 31st March 2015 during the yearCompany registered sales including other income of Rs. 13048140/- The Company sufferednet Loss after tax of Rs. (277564088.54). Company currently does not have manufacturingas factory is in possession of SBI bank as mentioned in last year annual report currentlySBI has assigned all the rights title and interest in financial assistances granted toCompany in favour of Edelweiss Asset reconstruction company as informed to Company byEdelweiss via letter no: EdelARC/4392-2014 dated 13th June 2014. The Sales shown inAnnual Accounts is due to trading activities.

3. Dividend

Considering the financial position of the Company your Directors express theirinability to recommend any dividend for the financial year ended 31st March 2015.

4. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

In terms of Section 125 of the Companies Act 2013 the unclaimed or unpaid Dividendrelating to past 7 financial years and more cumulating to Rs. 4.22 Lacs is due forremittance on and shall be transferred to the Investor Education and Protection Fundestablished by the Central Government as per applicable laws.

5. Reserves And Surplus

Company has not transferred any amount to reserves due to losses.

6. Share Capital

The authorised share capital of the Cpmpany as on March 31 2015 is Rs.1050000000/-.

The total paid up capital of the Company as on March 31 2015 is Rs. 986568600/-comprising of 98656860 Equity Shares of Rs. 10/-.

7. Directors And Key Managerial Personnel

In accordance with the provisions of Companies Act 2013 the Board of Directors of theCompany appointed Mrs. Dariyadevi Hiran as an Additional Director of the Company in theBoard Meeting held on 31st January 2015 under Section 161 of the Companies Act 2013 whoholds office up to the date of this Annual General Meeting. Subject to approval of membersthe Company has received a notice along with requisite deposit from a member of theCompany under Section 160 of the Companies Act 2013 proposing her candidature for theoffice of Director The Board recommends her appointment.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the financial year ended 31 March 2015 7 (seven) Board meetings (excludingadjourned meeting) were held i.e. on 30 May 2014 6 August 2014 14 August 2014 1September 2014 14 November 2014 31 January 2015 and 13 February 2015. The AuditCommittee meetings were held i.e. on 30 May 2014 14 August 2014 1 September2014 14November 2014 and 13 February 2015.

The maximum interval between any two meetings was well within the maximum allowed gapof four months.

9. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

10. Report On Corporate Governance

Pursuant to clause 49 of the listing agreement entered into with stock exchanges thefollowing have been made a part of the Annual Report and are attached to this Report:

• Management Discussion and Analysis Report

• Report on Corporate Governance

• Auditors' Certificate regarding compliance of conditions of Corporate Governance

11. Committees Of The Board

During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:

• Audit Committee

• Stakeholders' Relationship Committee

• Nomination and Remuneration Committee

• Risk Management Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of thisReport.

12. Remuneration Policy

The Board has on recommendation of the Nomination & Remuneration Committee framedfor selection and appointment of Directors Senior Management and their remuneration.

13. Material Changes And Commitment If Any Affecting The Financial Position Of TheCompany Occurred Between The End Of The Financial Year To Which This Financial StatementsRelate And The Date Of The Report

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.

14. Statement Concerning Development And Implementation Of Risk Management Policy OfThe Company

The Board has constituted the Risk Management Committee as per the requirements of theCompanies Act 2013 along with applicable Rules and requirements of the Listing Agreement.

The Risk Management Committee lays down procedures:

a) To inform Board members about the risk assessment and minimization procedures.

b) Framing implementing and monitoring the risk management plan for the company.

c) Any other matter that may be entrusted to the Committee by the Board.

The frequency agenda duration etc. for meetings of Risk Management Committee shallbe as set by the Chairman of the Committee.

15. Details Of Policy Developed And Implemented By The Company On Its Corporate SocialResponsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

16. Particulars Of Loans Guarantees Or Investments Made Under Section 186 Of TheCompanies Act 2013

The particulars of loans guarantees and investments made & given by the Company inthe year 2014-2015 as per Section 186 of Companies Act 2013 is stated in the Notes toAccount which forms part of this Annual Report.

17. Particulars Of Contracts Or Arrangements Made With Related Parties:

All the Related Party Transactions are entered on arm's length basis and in ordinarycourse of business. All the transactions are in compliance with the applicable provisionsof the relevant Acts. There are no related party transactions entered by the Company whichmay have potential conflict with the interest of the Company at large.

18. Explanation Or Comments On Qualifications Reservations Or Adverse Remarks OrDisclaimers Made By The Auditors And The Practicing Company Secretary In Their Reports AndManagement's Reply For The Same

A) Ankita Gandhi & Associates

(Internal Auditors)

Sr. No. Auditors Observation Managements Reply
1. There were some short TDS deduction for the payments made to vendors and contractors during the year ended 31st March 2015. . Immediate necessary rectification actions has been taken by board and shall deduct the short (difference) amount in their future payments.

B) MVK Associates

(Statutory Auditors)

Sr. No. Auditors Observation Managements Reply
1. Company has exceeded the limit specified in Section 186 of Companies Act 2013 as regards to lending money. The Company at the time of borrowing under Section 293 and while investing funds under Section 372A of the Companies Act 1956 has passed the necessary special/ordinary resolution and further The company has initiated Posatl ballot for approval of Shareholder for regularizing current borrowing Limites under the Companies Act 2013 notice postal ballot which be dispatched on 5th September 2015 and result of which shall be declared on 4th October 2014.
2. Sales recognized by the company were not in conformity with the sales tax returns filed by the company. Sales as per books of accounts were 42.22 lakhs however sales as per returns filed by the company was Nil The management has to inform that same has been noted and Immediate necessary rectification actions will be initiated.
3. Company has not appointed Chief Financial Officer and a whole time Company Secretary as on 31st March 2015 as required by Section 203 of Companies Act 2013. Company is seeking for appropriate candidate who shall understand current company position of company and join as chief financial officer.
Company has appointed Ms. Ratika Gandhi as whole-time company Secretary w.e.f. 01/08/2015.
4. During the year Management has provided for doubtful loans and advances for Rs. 96.50 lacs. Company has also written off Short term loans and advances aggregating to Rs. 202.07 lakhs (net of loans and advances written back). We were not provided with any documentary evidence or basis on which management has relied and classified these loans as doubtful or writing it off. Board informs that company have sent constant reminders to the debtors personally and also via post.
Company will furnish the documentary evidences along with acknowledged copies to our auditors immediately as same were not available during auditing due as same was not available due to office shifting.
5. We have been informed that there are huge outstanding demands disputed as well as undisputed against the company with regards to Sales Tax Income Tax Excise Duty Wealth Tax etc. However the necessary documentary evidences / information were not made available by the management. Hence we are unable to quantify the same. Loss of the Company is understated to that extent. The assessments and demands are on stay and currently there is no movement in case as confirmed by company consultants.
Any updates received shall be immediately informed to statutory auditors.

C) Mr. Sanjog V. Naravankar Company Secretary

Sr. No. Auditors Observation Managements Reply
1. The Company does not have Whole time Company Secretary as Compliance Officer as required under Clause 47(a) of the Listing Agreement as entered between the Company and the Bombay Stock Exchange. Same as mentioned in point no. 03 above.
2. During the Period Under Review Trading in equity Shares of the Company was suspended with effect from September 9 2014 due to Non Compliance of Listing agreement. Company has already moved application for revocation of suspension and suspension will revoked with due approval statutory authorities.

*Note: The Secretarial audit report is attached as annexure to Directors report isfurnished in Annexure IV and is attached to this Report.

19. Company's policy relating to directors appointment payment of remuneration anddischarge of their duties

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and have constituted propercomposition of independent directors for various committees.

Company has two independent directors on board and company have taken declaration ofindependent directors from them. There are no material pecuniary benefits to independentdirectors.

20. Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure Iand is attached to this Report.

21. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.hiranorgochem.com.

22. Listing With Stock Exchanges

The shares of the Company are currently suspended from trading in BSE Limited due topenal reasons. However the Company has made application for revocation of suspension withBSE Limited in near future.

23. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.- Not applicable to Private Limited Company.

Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

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

24. Subsidiaries Joint Ventures And Associate Companies

Company does not have any subsidiary company or any joint ventures.

M/s. Actgen pharma private limited is associate company to Hiran Orgochem limited.Company has entered into transactions under arms length basis and hence there is norequirement for approvals under Section 188 of Companies act 2013.

25. Public Deposits

The Company has not accepted any deposits within the meaning of Section 73(1) read withrule 1(3) of Companies (Acceptance of Deposits) Rules 2014 as amended.

26. Declaration Of Independent Directors And Familiarisation Programme For IndependentDirectors

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

All new Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by Executive Director (ED) and Senior Management giving an overviewof our operations to familiarise the new IDs with the Company's business operations. Thenew IDs are given an orientation on our products group structure and subsidiaries Boardconstitution and procedures matters reserved for the Board and our major risks and riskmanagement strategy.

The Policy on the Company's Familiarisation Programme and Code of Conduct forIndependent Directors can be accessed at http://www.hiranorgochem.com/financials/financials.html.

27. Statutory Auditors

M/s. MVK Associates Chartered Accountants were appointed as Statutory Auditors for aperiod in the Annual General Meeting held on 30 September 2014. Their continuance ofappointment and payment of remuneration are to be confirmed and approved in the ensuingAnnual General Meeting. The Company has received a certificate from the above Auditors tothe effect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.

28. Management Discussion And Analysis Report

Management Discussion and Analysis report for the financial period under review asstipulated in Clause 49 of Listing Agreement entered into with the Stock Exchange is setout in a separate section forming part of Annual report.

29. Internal Control System

The Company has an internal control system and conducts Internal audit. The scope andauthority of the Internal Audit function is defined by audit committee. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board.

Audit committee evaluates the efficacy and adequacy of internal control systems in theCompany its compliance with operating systems accounting procedures and policies.

30. Particulars Of Employees

During the period none of the employees of the Company whether employed for the wholeyear or part thereof was in receipt of remuneration aggregating to or in excess of limitsspecified under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and hence noparticulars are required to be furnished in connection with the same.

31. Corporate Governance Report

A report on Corporate Governance and a certificate from Mr. Sanjay V. Naravankar-Company Secretary in Whole-time practice regarding compliance of the requirement ofCorporate Governance along with management Discussion & Analysis Report pursuant toClause 49 of Listing Agreement entered into with stock exchange are annexed hereto.

32. Disclosure As Per The Sexual Harassment Of

Women At Workplace (Prevention Prohibition And Redressal) Act 2013

The Company has adopted policy on prevention prohibition and redressal of sexualharassment at workplace under provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

During the Financial Year 2014-15 the Company has not received any complaints onsexual harassment.

33. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees.

The Company also adopts the concept of Trading Window Closure to prevent itsDirectors Officers designated employees and other employees from trading in thesecurities of Hiran Orgochem Limited at the time when there is unpublished price sensitiveinformation.

34. Conservation Of Energy Technology Absorption And Foreign Exchange And Outgo:

The Company is engaged in trading activity and it did not carry out any Research &Development activities nor introduced any new technology during the year. Hence Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable with respect to thosedetails.

There are no foreign exchange earnings and outgo during the period ended March 31 2015

35. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continuoussupport received from Shareholders Customers Suppliers Bankers Statutory Authoritiesand all other business associates. The Board also takes this opportunity to appreciate andvalue the contribution made by the Company's employees at all levels during the periodunder review.

By Order of the Board
Sd/-
Place: Mumbai Kantilal M. Hiran
th
Date: 13 August 2015 Chairman & Managing
Director
DIN: 00186885
Address: 103/104 C-wing Vastu park
Evershine Nagar Malad (w)
Mumbai 400064.

Registered Office:

Unit 9089th flr IJMIMA-Immitation Jewellery Mkt

CSL Raheja Metroplex Link Road

Malad (West) Link Road

Malad (West) Mumbai – 400 064

CIN: L51900MH1983PLC029596