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Haldyn Glass Ltd.

BSE: 515147 Sector: Industrials
NSE: N.A. ISIN Code: INE506D01020
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NSE 05:30 | 01 Jan Haldyn Glass Ltd
OPEN 33.00
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VOLUME 9548
52-Week high 38.80
52-Week low 20.00
P/E 11.95
Mkt Cap.(Rs cr) 171
Buy Price 31.70
Buy Qty 2405.00
Sell Price 32.80
Sell Qty 20.00
OPEN 33.00
CLOSE 33.15
VOLUME 9548
52-Week high 38.80
52-Week low 20.00
P/E 11.95
Mkt Cap.(Rs cr) 171
Buy Price 31.70
Buy Qty 2405.00
Sell Price 32.80
Sell Qty 20.00

Haldyn Glass Ltd. (HALDYNGLASS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty-Seventh Annual Report on thebusiness and operations together with the Audited Financial Statements of the Company forthe year ended on March 312018.

1) FINANCIAL RESULTS

Particulars

Standalone

Consolidated

For the year ended March 312018 For the year ended March 312017 For the year ended March 312018 For the year ended March 312017
Total Income 17466.55 19236.55 17466.55 19236.55
Earnings before interest depreciation and tax 1835.24 2969.07 1835.24 2969.07
Interest and Finance Charges 20.16 90.47 20.16 90.47
Depreciation 1097.52 1115.94 1097.52 1115.94
Profit before tax 717.56 1762.66 717.56 1762.66
Provision for Current Tax 224.79 431.00 224.79 431.00
Provision for Deferred Tax (154.45) 167.38 (154.45) 167.38
MAT (Credit) / Reversal - 39.00 - 39.00
Profit after tax 647.22 1125.28 647.22 1125.28
Share of Profit/(loss) of Joint venture (696.59) (52.25)
Other comprehensive income 23.02 69.01 23.02 69.01
Total comprehensive income for the period net of Tax 670.24 1194.29 (26.35) 1142.05
Surplus brought forward from previous year 13091.14 12520.33 13032.89 12514.33
Profit available for appropriation Total 13761.38 13714.62 13006.54 13656.38
Appropriations:
General Reserve 200.00 500.00 200.00 500.00
Final Dividend on Equity Shares 295.64 268.76 295.64 268.76
Tax on Dividend 60.16 54.70 60.18 54.70
Surplus carried forward to next Year 13205.58 12891.16 12450.72 12832.91
Total 13761.38 13714.62 13006.54 13656.38

2) PERFORMANCE

Your Company has recorded turnover of ' 16903.09 lakhs against ' 18945.33 lakhs lastyear. Earnings before Interest depreciation and tax for the year are at ' 1835.24 lakhsas compared to ' 2969.07 lakhs achieved in 2016-17. The Profit after tax for the year is' 647.22 lakhs vis-a-vis 1125.28 lakhs of previous year.

EPS for 2017-18 is ' 1.20 as against ' 2.09 earned in previous year.

3) DIVIDEND

The Board have recommended a dividend of 30% i.e. ' 0.30 per Share of face value of ' 1each for the approval of the shareholders at the ensuing Annual General Meeting. Thetotal payout on account of dividend will be ' 194.08 lakhs inclusive of DividendDistribution Tax thereon of ' 32.82 lakhs.

4) TRANSFER TO RESERVE

For the year under review an amount of ' 200 lakhs is proposed to be transferred toGeneral Reserve and the amount of ' 13205.56 lakhs is proposed to be retained in theStatement of Profit and Loss.

5) SHARE CAPITAL / ESOP

The paid up Equity Share Capital as at March 312018 was ' 537.52 Lakhs.

The Company had approved a Resolution at the Fifteenth Annual General Meeting held onAugust 26 2006 for issue of Employee Stock Options Plan (ESOP) to the Directors/employees under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines1999 with a view to attract retain motivate and reward the employees.However no Stock Options have been offered or issued as on date.

The Company has not issued and allotted any securities during the year ended March312018.

6) CHANGE IN APPLICABLE ACCOUNTING STANDARDS

Pursuant to Notification dated February 15 2015 by the Ministry of Corporate AffairsIndian Accounting Standards (IND AS) became applicable to certain classes of Companiesfrom April 012017 with a transition date of April 012016. IND AS replaced the GenerallyAccepted Accounting Principles (Indian GAAP) prescribed under section 133 of the CompaniesAct 2013 read with rule 7 of the Companies (Accounts) Rules 2014.

IND AS is applicable to the Company from April 01 2017. Consequently figures of theFinancial Year ended 2016-17 with transition date as at April 012016 have been restatedas per IND AS.

7) FINANCE

Cash and cash equivalent as at March 312018 was ' 497.88 lakhs against ' 333.70 lakhslast year. The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict vigilthrough continuous monitoring.

8) PUBLIC DEPOSITS

During the year under review the Company did not accept any deposit from the publicfalling within the ambit of Chapter V Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 as amended form time to time.

9) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantee and investment covered under section 186 of the Companies Act 2013form part of the Notes to the financial statement provided in this Annual Report.

10) MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the amended Regulation 34 (3) read with Part B of Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 your Directors wish to report as follows :

A. This section shall include discussion on the following matters within the limits setby the listed entity's competitive position

i) INDUSTRY STRUCTURE

The Company manufacturers glass containers mainly used by liquor food & beverageand also in personal care industries. Although the liquor industry is the largest customersegment the Company is exploring possibilities of diversifying into production of widemouth / open jars (through press and blow process) for other industries and segments. TheCompany's products have also made some in roads into the export market and efforts toincrease export have started showing good results.

In spite of the sector's increasing competitive environment and surplus capacity in theindustry your company is cautiously optimistic for coming years .

ii) OPPORTUNITIES AND THREATS :

The International Monetary Fund (IMF) remained optimistic of India's potential GDPgrowth at 7.4% in 2018 as such the company envisage improvement in economic fundamentalssuch as inflation being under control and current account performance.

NITI Aayog of India expects the economy to grow at 7.5% in the current financial yearand has been working to lift economic growth to 8.5% - 9% in the next four years.

Expected accelerated growth would be achievable as the country shall reap the benefitsof structured reforms and stable Government at the Centre. India's sound macro-economicfundamentals will further supplement the GDP growth prospects.

iii) SEGMENT WISE OR PRODUCT WISE PERFORMANCE :

The Company operates only in one business segment of manufacturing / supplying of glassbottles & containers. There are no separate reportable segments as per AccountingStandard -17 issued by the Institute of Chartered Accounts of India.

iv) OUTLOOK :

Liquor companies have witnessed a revival in consumer demand during Q1 of 2018-19 afterthe adverse impact of demonetisation GST reforms and last year's highway ban have comedown.

The ban on the use of plastic in Maharashtra is expected to gain momentum in otherStates which is pushing users to shift from use of plastic products. Uttar Pradesh hasalso ordered a ban on the use of plastic since July 2018 and other States may also bringin similar bans. All major hotel chains and food & beverage brands have startedlooking to minimise use of plastic based packaging . Such ban on plastic - including inmineral water and glass being a preferred option for environmental wellbeing shall opennew avenues for use of glass container. With the increase in public awareness towardsenvironment and recyclable nature of glass the management expects that the use of glasscontainers and bottles is likely to surge in the time to come.

GST will enable the government to regulate the unorganised sector and bring morecompanies under the ambit of tax paying umbrella which will boost the tax revenues andbusiness transparency. Considering forth coming general elections next year Govt. isexpected to push up capital spend and welfare spending is also set to get a boost from theexpected additional pay outs based on pay commission recommendations which will increaseconsumption. As such management is of view that demand for glass containers is likely toincrease in future.

v) RISKS AND CONCERNS :

A trade war between China and the US - the world's largest economies could impedeglobal economic recovery. Reacting to the tariffs imposed by US the Chinese CommerceMinistry said: "The US has ignited the largest trade war in economic history.”However CII expects that certain Indian products may become more competitive."Moreover foreign direct investments from the US should be encouraged by boostingconfidence of US firms in India's business climate” said CII.

Though ongoing volatility in the global political and economic environment may havean impact on the Indian economy and corporate sector the Company is continuing it'sefforts to increase exports of its products. However it faces the risk of forexvolatility and fuel price increase due to increasing crude rates in International marketto that extent. Other than this the Company has limited exposure to foreign exchangerisks as it mainly operates in domestic market.

While implementing the GST gas was not covered under it. However based on industryrepresentations Gujarat Govt has provided relief by reducing the VAT on gas to 6% asagainst 15% earlier but no set off for input credit of such VAT paid will be available tothe Company. The Govt. is actively considering to cover gas as well under GST.

vi) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are regularly tested and certified byStatutory Auditors as well as Internal Auditors and cover the Plant Corporate Office andkey areas of business. Significant audit observations and follow up actions

thereon are reported to the Audit Committee. The Audit Committee reviews the adequacyand effectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies and system.

vii) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial performance has the apparent bearing of demonetisation and ban on liquorsales near highways by the Supreme Court. It was further compounded by GST implementationschedules and resultant reduced off takes. As a result total income as well as profitafter tax were lower against the previous year. The Company barring normal workingcapital and a small vehicle loan remains a debt free company.

viii) MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT INCLDUINGNUMBER OF EMPLOYEES EMPLOYED

Your Directors would like to place on record their appreciation of the commitment andefficient services rendered by all employees of the Company. Industrial relationscontinued to remain cordial during the year. Employees being a key factor the Companyencourages the employees for continuous learning by conducting periodical trainingprogrammes throughout the year.

B. DISCLOSURE OF ACCOUNTING TREATMENT :

The Company prepares its financial statements in compliance with the prescribedAccounting Standards and hence no further disclosure is required to be made in terms ofPart B of Schedule V read with regulations 34 (3) and 53 (f) of LODR.

11) DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr N. D. Shetty (DIN: 00025868) retires by rotationand being eligible has offered himself for reappointment.

b) Key Managerial Personnel

The following employees were designated as whole - time key managerial personnel by theBoard of Directors during the year under review:

i) Mr. N. D. Shetty Executive Chairman

ii) Mr. T. N. Shetty Managing Director

iii) Mr. Ganesh P. Chaturvedi Sr. Vice President Finance and Chief Financial Officer

iv) Mr. A. A. Lambay Company Secretary

c) Mr. Asit Chawla has ceased to be Chief Operating Officer ("COO") ofthe Company with effect from June 22 2018 the Board places on record its appreciationtowards valuable contribution made by him during his tenure as COO of the Company

d) Pursuant to notification of Securities and Exchange Board of I ndia(SEBI)Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 asnotified on May 092018 every listed company is required to pass a special resolution forappointing or continuing the directorship of Non-Executive Director on attaining the ageof 75 years. This amendment will come into effect from April 012019.

The Board considers that the continual association of Mr. L. Rajagopalan Mr. FarrokhSorab Broacha Mrs. Kishori Jayendra Udeshi Non Executive Independent Directors and Mr.Rolf Eberhard Von Bueren Non Executive non Independent Directors on the Board till thecompletion of their present respective terms of their appointment would be of immensebenefit to the Company and it is desirable to continue to avail their services as NonExecutive Independent Directors/ Non Executive non Independent Director. Accordingly incompliance with the notification of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 as notified on May09 2018 and the provisions of section 149 read with Schedule IV of the Companies Act2013 the Board recommends the continuation of these Directors as independent directors/Non Executive non Independent Director for the approval of the shareholders.

12) MEETINGS

During the year under review five (5) Board Meetings and four (4) Audit CommitteeMeetings were convened and held the details of which are given in the CorporateGovernance Report. The intervening gap between the meetings has been within the periodprescribed under the Companies Act 2013 and the LODR.

13) DECLARATION BY INDEPENDENT DIRECTORS

As required under Section 149(7) of the Companies Act 2013 all Independent Directorshave submitted the declarations of Independence confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 as well as LODR.

14) BOARD EVALUATION

In compliance with the provisions of the Companies Act 2013 read with the Rules framedthere-under and Regulation 17 of the LODR the Board had carried out annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the Committees. The Board have expressed its satisfaction with theevaluation process.

15) CORPORATE GOVERNANCE

As required under Regulation 34(3) read with Schedule VI of the LODR a report onCorporate Governance along with the Certificate from the Statutory Auditors of theCompany regarding the compliance with the conditions of Corporate Governance forms part ofthe this Report.

16) AUDIT COMMITTEE

The Audit Committee is constituted as per the regulatory requirements mandated by theCompanies Act 2013 and the LODR. The details of the Committee and its terms of referenceare set out in the Corporate Governance Report forming part of this Report.

17) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted as per the regulatoryrequirements mandated by the Companies Act 2013 and the LODR. The details of theCommittee and its terms of reference are set out in the Corporate Governance Reportforming part of this Report.

18) CORPORATE SOCIAL RESPONSIBILITY (CSR) - INITIATIVES

In terms of the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy (Rules) 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility ("CSR”) Committee which is chairedby Mr. T. N. Shetty Managing Director (DIN:00587108). The other members of the Committeeare Mr. F. S. Broacha (DIN: 00198990) Mr. L. Rajagopalan (DIN: 00063935) and Mrs. K. J.Udeshi (DIN: 01344073) Independent Directors. Mr. Ganesh Chaturvedi CFO is a permanentinvitee to the Committee. Your Company also has in place a CSR policy and the same isavailable on your Company's website viz. http://www.haldynglass.com/direct/csr-policy.pdf.The Committee recommends to the Board activities proposed to be undertaken during theyear.

The Company acknowledges and recognizes the concept of Corporate Social Responsibility("CSR”) which leads to triple (bottom line) benefits by way of (i) profits(ii) protection of environment and (iii) fight for social justice/quick development of thecountry. The Company is however facing difficulties in identifying well-organizednon-governmental organizations in remote and rural area which can assess and identify thereal needs of the community and work along with companies as implementation agencies toensure successful implementation of CSR activities. During the year the Company hascontributed a sum of (i) ' 325000/- to support infrastructure of school for smart touchboard cupboards display board AC Sound System chairs and tables (ii) ' 208000/- werepaid towards distribution of 40 Quintal Toor Dal in flood affected areas of BanaskathaDistrict of Gujarat.and (iii) ' 400000/- to Sri Krishna Sevashrama Udipi for CharitableHospital to create facilities for the health of needy people and (iv) ' 7.50 Lakhscontributed to Hospital Guide Foundation (HGF) to provide timely information advice andguidance free of charge to patients and their relatives to get specialised doctors. (v) '19 lakhs contributed to "Asmita Social Cultural and Educational Trust” to createfacilities for promoting education.

The Report on CSR activities is attached as Annexure II forming part of this Report

19) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no reportable material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of this report.

20) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

During the year under review no material orders were passed by the Regulators / Courts/ Tribunals impacting the Company's going concern status and future operations. Howeverduring inspection the Office of the Regional Director North-Western Region AhmadabadMinistry of Corporate Affairs has observed violation of certain provisions of theCompanies Act 2013 and the company initiated compounding applications with RegionalDirector NCLT. Majority of the violations observed under certain provisions werecompounded.

21) DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has no subsidiary as at the end ofthe financial year ended March 312018.

The Company has entered into a Joint Venture Agreement ("the JV Agreement”)with HEINZ GLAS International GmbH & Co. kGaA ("Heinz”) for manufacture andmarketing of clear glass containers for the cosmetics and perfumery industries in Indiaand abroad. Details of the same are as follows :

. Name and Address of the Company CIN / GLN Holding/

Subsidiary/

Associate

% of equity shares held Applicable

Section

1 Haldyn Heinz Fine Glass Private Limited B-1202 Lotus Corporate Park Off Western Express Highway Goregaon (East) Mumbai - 400 063 U26960MH2015PTC261972 Associate 50% 2 (6) of the Companies Act 2013

Pursuant to the provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's associates in Form AOC-1 is attachedto the financial statements of the Company as Annexure-IV to this Report.

Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of associate is available on the website of theCompany.

Joint Venture :

With an object of value creation in long run the Company continues its objective ofdiversification and expansion within its core area of glass manufacturing. Said jointventure with HEINZ- GLAS Germany to manufacture cosmetic glass is a step in thatdirection. This new joint venture is being executed through "Haldyn-Heinz Fine GlassPvt. Ltd.” where in both J.V partners have invested equally and have a 50:50 equityparticipation.

The Board of Directors is pleased to inform that the joint venture company has beenable to stabilise production and achieve European standards export quality in the initialperiod of operation. With an object to serve international customers better it hasadditionally commissioned its decoration plant in March 2018. These facilities are beingfurther strengthened / during current year.

22) CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act 2013 and Ind AS 110 —consolidated financial statement read with Ind AS 28 Investment in Associate and Ind AS 31- Interest in Joint Venture. The Audited Consolidated financial statement is provided inthis report.

23) REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Your Company has framed a Remuneration Policy which lays down a framework in relationto the Directors Key Managerial Personnel and Senior Management of the Company. ThePolicy also lays down the criteria for selection and appointment of Independent Directors.The details of the policy are explained in the Corporate Governance Report.

I. The information required under Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:-

Name/Designation Date of Joining Age

Years

Experience (in Years) Remuneration Per Annum (' Lakhs) Ratio of Remuneration of each Director/ KMP to median Remuneration of employees Percentage increase in Remuneration Particulars of previous Employment
Mr. N. D. Shetty

Executive Chairman (DIN: 00025868)

Apr.

25 1991

78 54 128.37 48.38 3.19 N.A.
Mr. T. N. Shetty

Managing Director (DIN: 00587108)

Aug. 01 2009 44 21 126.05 47.50 2.86 N.A.
Mr. Ganesh P Chaturvedi

Sr. VP Finance &

Chief Financial Officer

Nov. 13 2013 60 30 35.59 13.41 4.13 Asst. Vice President - Finance SAH Petroleums Limited
Mr. A. A. Lambay

Company Secretary & Compliance Officer

Feb. 2 2008 70 14 9.31 3.43 5.56 Company Secretary S.K.S. Logistics Limited

Notes

a) Remuneration of the Executive Chairman and the Managing Director includes SalaryHouse Rent Allowance / Rent free furnished accommodation Commission Reimbursement ofMedical Expenses Leave Travel Assistance and other perquisites evaluated as per theIncome-tax Rules 1962 excluding Company's Contribution to Provident Fund.

b) There are 367 permanent employees on the rolls of Company.

c) Appointment of the Executive Chairman and the Managing Director is on contractualbasis. Other terms and conditions are as per the agreement between the incumbents and theCompany.

d) Mr. N. D. Shetty and Mr. T. N. Shetty are related to each other and to Mr. R. Y.Ajila non-Executive Director.

II. The information required under Section 197 read with Rule 5 (2) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014 is given below:-

Name/Designation

Remuneration Received during the Year

Nature of Employment whether Contractual or otherwise E= Employee C= Contract

Qualifications and experience of the employee

Date of commencement of employment

Age of such employee

Last

employment held by such employee before joining the company

Percentage of equity shares held by the employee in the company

Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager

Mr. N. D. Shetty

Executive Chairman (DIN: 00025868)

' 12837338

C

Intermedi

ate

54 Years

Apr 25 1991

78

N.A.

-

Yes

Mr. T. N. Shetty

Managing Director (Din: 00587108)

' 12604856

C

B.com MBA 21 Years

Aug. 01 2009

44

N.A.

-

Yes

 

Mr. Asit Chawla

Chief Operations Officer

' 11050943

E

B.E.

(Mech.)

Feb. 02 2017

55

Middle East Glass Egypt

N.A.

N.A.
Mr. Ganesh P Chaturvedi

Sr. V.P.-Finance & Chief Financial Officer

' 3559216

E

M.Com FCA 30 years

Nov. 13 2013

60

SAH

Petroleum

Limited

N.A.

N.A.
Mr. Narendra A. Shetty

VP - Supply Chain Commercial

' 3500383

E

B.E MBA 27 years

Aug. 04 2014

49

Asahi Glass (I) Ltd.

N.A.

N.A.
Mr. Deepak Garg

VP - Operations

' 3588953

E

D.M.E.DM. M 28 Years

Mar. 01 2016

49

Frigo glass - Nigeria

N.A.

N.A.
Mr. Narayan Chodhari

Sr. Manager Sales and Marketing

' 554385

E

B.com MBA 7 years Sr.

Manager

Sales/

Marketing

Nov. 08 2017

33

Sunrise Glass Industries Pvt. Ltd.

N.A.

N.A.
Mr. Stephen Noronha

GM - International Marketing

' 1496900

E

B.Com 39 Years

Oct. 01 2015

51

HNG Glass India Ltd.

N.A.

N.A.
Mr. Bharatam Umamahesh

DGM-Glass

' 1341321

E

Dip in Glass & Ceramics AMIE (Glass) 30 Years

Aug. 01 2015

52

Mohan

Breweries and Distilleries Ltd.- Glass division

N.A.

N.A.
D.Uma Maheshwara Rao

DGM - Production

' 1370457

E

DME 26 Years

Apr. 09 2015

52

Sunrise Glass Industries Pvt. Ltd.

N.A.

N.A.

24) VIGIL MECHANISIM

In pursuance of the provisions of section 177 (9) & (10) of the Companies Act2013 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism policy is available on the website of the Company athttp://www.haldynglass.com/direct/vigil-mech.pdf

25) RISK MANAGEMENT POLICY

The Company has framed Risk Management Policy. The main objective of this policy is toensure sustainable business growth with stability and to promote proactive approach toidentifying evaluating and resolving risks associated with its business. In order toachieve the key objective the policy establishes structured and disciplined approach torisk management in order to guide decisions on risk related issues.

Under the current challenging and competitive environment the strategy for mitigatinginherent risk in accomplishing the growth plan of the Company is imperative. The commonrisks interalia are regulatory risk competition financial risk technology obsolescencehuman resources risk political risks investments retention of talents expansion offacilities and product price risk.

26) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is furnished in the Annexure-Iforming part of this Report.

27) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) ofthe Companies Act 2013 the Directors confirm that:

i) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with the proper explanations relating to material departures if any;

ii) Appropriate Accounting Policies have been selected and applied consistently.Judgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2018 and of the Profit for the Yearended 31st march 2018 have been made;

iii) Proper and sufficient care has been taken for the maintenance of adeguateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and preventing and detecting fraud and other irregularities;

iv) The Annual Accounts have been prepared on a going concern basis;

v) The policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets prevention & detection of frauds / errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation and internal Financial Controls are adequate and were operating effectively;

vi) Proper systems are in place to ensure compliance with the provisions of all lawsapplicable to the Company and that such systems are adequate and operating effectively.

28) RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were at an arm'slength basis and in the ordinary course of business and in compliance with the applicableprovisions of the Companies Act 2013 Rules made thereunder and the LODR.

All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for transactionswhich are foreseen and repetitive in nature. The transactions entered into pursuant toomnibus approval so granted are subsequently audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis.

Particulars of contracts / arrangement with related parties entered into under section188(1) are available in AOC 2 as Annexure-V to this report.

The details of transactions with Related Parties are given in the notes to theFinancial Statements in accordance with the Accounting Standards.

The Company has not given any loan to its Associate Company and hence disclosure underPart A of Schedule V read with regulation 34 (3) and 53 (f) of LODR is not required.

The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company at http://www. haldynglass.com/direct/related-party.pdf.com

29) AUDITORS

a) Statutory Auditors

The reguirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no statutory reguirement for ratification of appointment of Auditors whowere already appointed in the Annual General Meeting held on September 29 2015.

However at the 24th Annual General Meeting held on September 29 2015 the members hadapproved the appointment of M/s. Mukund M. Chitale & Co. Chartered Accountants (FirmRegistration No. 106655W) to hold office from the conclusion of the 24th Annual Generalmeeting until the conclusion of the 29th Annual General Meeting of the Company to be heldin the year 2020 (subject to ratification of their appointment by the Members at everyAnnual General Meeting held after the 24th Annual General Meeting) on such remunerationplus applicable service tax (Presently Goods and Service Tax) and reimbursement oftravelling and out of pocket expenses incurred for the purpose of audit as may be mutuallyagreed between the Board of Directors and the Auditors.

Hence the Board proposed to pass suitable resolution for ratification of appointment ofstatutory Auditors

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. SPANJ & ASSOCITES a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is part ofthis report.

The Secretarial report does not contain any qualifications reservation or adverseremark.

30) AUDITORS'REPORT

The specific notes forming part of the accounts referred to in the Auditors Report areself-explanatory and give complete information without any qualifications or adverseremarks. Hence no comment is required.

31) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed as Annexure - III and forms anintegral part of this Report.

32) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a'Respect for Gender' Policy on prevention prohibition and redressal of sexual harassmentin line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules framed thereunder.

The Company has not received any written complaint on sexual harassment during thefinancial year.

33) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Act and Rules framed thereunder.

34) ACKNOWLEDGEMENTS

Your Directors thank all the State and Central Governments banks vendors customersand shareholders for their confidence and support extended during the year and lookforward to their continued support in the future. Your Directors also place on recordtheir appreciation of the contribution made by the Company's employees at all levels.

For and on behalf of the Board
N. D. Shetty
Place : Mumbai Executive Chairman
Dated : August 10 2018 (Din: 00025868)