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Haldyn Glass Ltd.

BSE: 515147 Sector: Industrials
NSE: N.A. ISIN Code: INE506D01020
BSE 00:00 | 30 Jul 39.20 -0.45
(-1.13%)
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NSE 05:30 | 01 Jan Haldyn Glass Ltd
OPEN 40.10
PREVIOUS CLOSE 39.65
VOLUME 69608
52-Week high 50.95
52-Week low 24.90
P/E 20.96
Mkt Cap.(Rs cr) 211
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.10
CLOSE 39.65
VOLUME 69608
52-Week high 50.95
52-Week low 24.90
P/E 20.96
Mkt Cap.(Rs cr) 211
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Haldyn Glass Ltd. (HALDYNGLASS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty-Eighth Annual Report on thebusiness and operations together with the Audited Financial Statements of the Company forthe year ended on March 31 2019.

1] FINANCIAL RESULTS

[Rs. in Lakhs]

Particulars Standalone Consolidated
For the year ended For the year ended for the year ended For the year ended
March 31 2019 March 31 2018 March 31 2019 March 31 2018
Total Income 22600.12 17466.55 22600.12 17466.55
Earnings before interest depreciation and tax 2683.71 1835.24 2683.71 1835.24
Interest and Finance Charges 21.53 20.16 21.53 20.16
Depreciation 1098.22 1097.52 1098.22 1097.52
Profit before Tax 1563.96 717.56 1563.96 717.56
Provision for Current Tax 650.52 224.79 650.52 224.79
Provision for Deferred Tax [299.68] [154.45] [299.68] [154.45]
Profit after tax 1213.12 647.22 1213.12 647.22
Share of Profit / [loss] of Joint venture [658.41] [696.59]
Other comprehensive income 29.19 23.02 31.58 23.02
Total comprehensive income for the period net of Tax 1242.31 670.24 586.29 [26.35]
Surplus brought forward from previous year 13205.58 13091.14 12450.74 13032.89
Profit available for appropriation total 14447.89 13761.38 13037.03 13006.54

2] PERFORMANCE

Your Company has recorded turnover of Rs. 22295.26 lakhs as against Rs. 16949.86lakhs last year recording 31% growth. Earnings before Interest depreciation and tax forthe year too are higher by 46% at Rs. 2683.71 lakhs as compared to Rs. 1835.24 lakhsachieved in 2017-18. The Profit after tax for the year is Rs. 1213.12 lakhs vis--visRs. 647.22 lakhs in the previous year. EPS for 2018-19 is Rs. 2.26 as against Rs. 1.20 inthe previous year.

3] DIVIDEND

The Board has recommended a dividend of 60% i.e. Rs. 0.60 per share of face value ofRs. 1 each for the approval of the shareholders at the ensuing Annual General Meeting["AGM"]. The total pay-out on account of dividend if approved by theshareholders will be Rs. 388.80 lakhs inclusive of Dividend Distribution Tax thereon ofRs. 66.29 lakhs and shall be payable during financial year 2019-20.

4] TRANSFER TO RESERVE

For the year under review an amount of Rs. 500 Lakhs is proposed to be transferred toGeneral Reserve.

5] SHARE CAPITAL / ESOP

The paid-up Equity Share Capital as at March 31 2019 was Rs. 537.52 Lakhs.

The Company has not issued and allotted any securities during the year ended March 312019.

6] FINANCE

Cash and cash equivalent as at March 31 2019 was Rs. 1237.42 lakhs against Rs. 497.88lakhs last year. The Company continues to focus on judicious management of its workingcapital receivables inventories and other working capital parameters were kept understrict vigil through continuous monitoring.

7) PUBLIC DEPOSITS

During the year under review the Company has not invited / accepted any deposit withinthe meaning of the provisions of Chapter V – Acceptance of Deposits by Companies readwith the Companies (Acceptance of Deposits) Rules 2014 as amended from time to time.

8) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under section 186 of the Companies Act 2013("the Act") form part of the Notes to the financial statement provided in thisAnnual Report.

9) MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Regulation 34 (3) read with Part B of Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("LODR") your Directors wish to report as follows:

A. This section includes discussion on the following matters within the limits set bythe Company's competitive position

i) INDUSTRY STRUCTURE:

The Company is engaged in the business of manufacturing glass containers. Its productsare mainly being supplied to liquor food and beverages and to personal care industries.While the liquor industry forms the largest customer segment the Company is in theprocess of diversifying to other industry segments. The Company's efforts to increaseexport of its products are showing positive results.

ii) OPPORTUNITIES AND THREATS:

Due to the second term of the stable Government at the Centre global businesscommunity is bullish on India as an investment destination. Internationally India isbeing looked at to drive global growth in future. The Asian Development Bank (ADB) remainsoptimistic of India's potential GDP growth at 7.2% for 2019-20. It is said that India willcontinue to be one of the fastest growing major economies. Renewed policy measuresexpected during the regime of the new stable Government shall improve the investmentclimate and boost private consumption which will help India to lift economic growth inthe forth coming fiscal years.

The growth forecast for India has some down-side risks such as moderation in globaldemand uncertainty arising out of global trade tensions (specifically USA China tradewar) weak economic outlook in industrialised countries and volatile crude prices.

iii) SEGMENT WISE OR PRODUCT WISE PERFORMANCE :

Your Company's business activity falls within a single primary business segment viz.Glass bottles / containers. As such there are no separate reporting segments.

iv) OUTLOOK :

Glass container companies had witnessed an upward trend of its products due to revivalin consumer demand during 2018-19. This trend is expected to continue through 2019-20 aswell. As India continues to be one of the fastest growing major economies foreigninvestors are keen to invest more in their Indian business. Improvement

GST implementation will bring more companies under the compliant umbrella which willboost tax revenues and business transparency. Post successful elections resulting in astable Government capital spend on infrastructure by the Government will bring downfiscal deficit thus strengthening the potentials of improved GDP ratio by the end of thefinancial year 2019-20.

National Green Tribunal's efforts to curb use of plastic packaging will increase theopportunities for the Company's products. The ban on the use of plastic by various StateGovernments is gaining momentum pushing users to shift to alternative (non-plastic)packaging. The concept of non-plastic packaging is also picking up in major hotel chainsand food and beverage brands including in mineral water. Due to public awareness on effectof use of plastics on the ecology environment and the weather glass is gaining momentumas the preferred packaging option for environmental well-being. The management expectsthat the use of glass containers and bottles is likely to surge in times to come.

Your company is cautiously optimistic for the future.

v) RISKS AND CONCERNS

In addition to the business sector's competitive environment and available surpluscapacity the industry is also facing some uncertainties due to ongoing trade war betweenChina and the US – the world's largest economies. This could impede global economicrecovery. However as a positive fall out of it certain Indian products may become morecompetitive. It would also open new opportunities by boosting confidence of US as well asChinese firms in Indian business space.

However ongoing volatility in the Gulf Region and North Korea and resultantinternational political and economic environment may have an impact on the Indian economyand the corporate sector. The Company also faces the risk of forex volatility and fuelprice fluctuations due to increasing crude rates in the international market to thatextent. Other than this the Company has limited exposure to foreign exchange risks(except to the extent of exports) as it mainly operates in the domestic market.

Though gas is not covered under GST and continues to be subject to VAT the Governmentof Gujarat has reduced the VAT on gas to 6% as against 15% earlier. The Government isreported to be actively considering covering gas as well under GST so as to providebenefit of GST set off.

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. Internal controls at the Plant CorporateOffice and key areas of business are regularly tested and certified by Internal Auditorsas well as Statutory Auditors. Important internal audit observations and follow up actionsthereon are reported to the Audit Committee which also reviews the adequacy andeffectiveness 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 during the year has improved in terms of total income as wellas profit as against the previous year. The Company also crossed the milestone of 1 lakhtonnes bottles packed and dispatched during the year under review. The Company barringnormal working capital utilisation and a small vehicle loan continues to remain a debtfree company.

VIII) MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER 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. The industrial relationscontinued to remain cordial during the year. Employees being a key factor the Companyencourages employees for continuous learning by conducting periodical training programmesthroughout 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 Regulation 34 (3) of LODR.

10) DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Directors

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Rohan Y. Ajila (DIN: 01549005) a non-executive non-IndependentDirector retires by rotation and being eligible has offered himself for reappointment.Approval of the shareholders is being sought at the forthcoming AGM.

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 Chaturvedi Sr. Vice President Finance and Chief Financial Officer
iv) Mr. A. A. Lambay Company Secretary & Compliance officer

c) Reappointment of Independent Directors

Mr. L. Rajagopalan an Independent Director of the Company who would be completing hisfirst term of five years on September 08 2019 has vide his letter dated July 11 2019addressed to the Board expressed his unwillingness to offer his candidature forre-appointment as an Independent Director of the Company for another term. The Directorswish to place on record their sincere appreciation of the valuable services rendered andguidance given by him during his tenure as a Director of the Company.

Mr. F. S. Broacha an Independent Director of the Company has vide his letter datedJuly 17 2019 addressed to the Board expressing his unwillingness to continue andresigned from the office of Independent Director of the Company w.e.f. July 17 2019 dueto his failing health. The Directors wish to place on record their sincere appreciation ofthe valuable services rendered and guidance given by him during his tenure as a Directorof the Company.

The first term of office for five years each of Mrs. K. J. Udeshi and Mr. SikandarTalwar as Independen t Directors of the Company will expire on September 08 2019. On therecommendation of the Nomination and Remuneration Committee (‘NRC') the Board ofDirectors of the Company at its meeting held on July 17 2019 was of the view that thecontinued association of Mrs. K. J. Udeshi and Mr. Sikandar Talwar as IndependentDirectors would be of immense benefit to the Company and accordingly in compliance withthe provisions of section 149 read with Schedule IV of the Act and Regulations 25 of theLODR the Board recommends the re-appointment of Mrs. K.J. Udeshi and Mr. Sikandar Talwaras Independent Directors for a second term of five consecutive years on the expiry oftheir current term of office for the approval of the shareholders.

d) Appointment of two new Additional / Independent Directors

On the recommendation of the NRC the Board of Directors of the Company at its meetingheld on July 17 2019 appointed Mr. Ajit Shah (DIN 02396765) and Mr. G. Padmanabhan (DIN07130908) as Additional Independent Directors of the Company with effect from July 172019 for a period of 5 years each and approval of the shareholders is being sought inforthcoming AGM.

11) DECLARATION BY INDEPENDENT DIRECTORS

As required under Section 149(7) of the Act all Independent Directors have submittedtheir declarations of independence confirming that they meet the criteria of independenceas laid down under Section 149(6) of the Act as well as LODR.

12) MEETINGS

During the year under review four (4) 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 two meetings has been within the periodprescribed under the Act and the LODR.

13) PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the LODR a structured questionnaire wasprepared after taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.

The performance evaluation of the Directors was completed during the year under review.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors and Non-Executive Director. The Board of Directorsexpressed their satisfaction with the evaluation process.

14) CORPORATE GOVERNANCE

As required under Regulation 34(3) read with Schedule V(C) of the LODR a report onCorporate Governance along with the Certificate as required under Schedule V(E) of theLODR from the Statutory Auditors of the Company regarding compliance with the conditionsof Corporate Governance forms part of this Report.

15) AUDIT COMMITTEE

The Audit Committee is constituted as per the regulatory requirements mandated by theAct and the LODR. The details of the Committee and its terms of reference are set out inthe Corporate Governance Report forming part of this Report.

16) NOMINATION AND REMUNERATION COMMITTEE

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

17) 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 Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is furnished in "Annexure-I" forming part ofthis 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 (iv) Rural Development andwomen health care projects. The Company is however facing difficulties in identifyingwell-organized non-governmental organizations in remote and rural areas which can assessand identify the real needs of the community and work along with companies to ensuresuccessful implementation of CSR activities.

During the financial year 2018-19 the Company has contributed a sum of Rs. 150500 -to promote the education and helping / inspiring children in their school going efforts inthe villages in the nearby Padra Taluka where our factory is situated. The Company hascontributed a sum of Rs. 103500 - for water harvesting nearby the Factory premises. TheCompany has contributed a sum of Rs. 425000 - as part of Rural Development of the areawith respect of installing 30 hand pump sets which will extract pure water from 250 feetdeep nearby Corporate Office in Mumbai. The Company has also contributed a sum of Rs.300000 - towards Women's Health Care Project launched by a registered NGO in the"Koraga Tribal Community" and the said NGO is expected to quickly extend thisprogramme to Vadodara District of Gujarat. The balance amount of Rs. 1500000 wascontributed to Prime Minister's National Relief Fund during the financial year 2018-19.

The Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as "Annexure-II" forming part ofthis Report.

19) 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 Act is available on the Company's website vizhttp://www.haldynglass.com/direct/AnnualReturnMGT-9.pdf 20) MATERIAL CHANGES ANDCOMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATE 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.

21) 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 the Act andthe Company has filed compounding applications with Regional Director a majority of whichhave been accepted.

22) DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has no subsidiary as at the end of the financial year ended March 31 2019.

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

Pursuant to the provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statement of the Company's associates in Form AOC-1 is attachedto the financial statements of the Company as "Annexure-III" to this Report.Further pursuant to the provisions of section 136 of the Act the financial statements ofthe Compan y consolidated financial statements along with relevant documents and separateaudited accounts in respect of the associate company are available on the website of theCompany.

Joint Venture :

The company entered in to joint venture with HEINZ-GLAS Germany to manufacturecosmetic glass through a separate company - "Haldyn-Heinz Fine Glass Pvt .Ltd."wherein both J. V. partners have invested equally and have a 50:50 equity participation.

The Board of Directors is pleased to inform that the joint venture company hasstabilized production and achieved International standards export quality for itsproducts. With an object to serve international customers better and to achieve higherrevenue and contributions facilities are being further strengthened during the currentyear by balancing the equipment to augment the capacities.

23) CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Institute of Chartered Accountantsof India and forms an integral part of this Report.

24) 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 is available on the Company's website atwww.haldynglass.com/direct/ nomation-remuneration.pdf I) The information required underSection 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given below:

Name/Designation Date of Age Experience Remuneration Per Annum Ratio of Remuneration of each Director/ KMP to median Remuneration of employees Percentage increase in Remuneration Particulars of previous Employment
Joining Years (in Years) (Rs. in lakhs)
Mr. N. D. Shetty Apr. 79 55 132.93 53.44 4.56 N.A.
Executive Chairman 25 1991
(DIN: 00025868)
Mr. T. N. Shetty Aug. 01 45 22 132.04 53.08 5.99 N.A.
Managing Director 2009
(DIN: 00587108)
Mr. Ganesh P. Nov. 13 61 31 44.01 17.69 8.42 Asst. Vice
Chaturvedi 2013 President –
Sr. VP Finance & Finance SAH
Chief Financial Officer Petroleums
Limited
Mr. A. A. Lambay Feb. 02 71 15 9.84 3.95 0.53 Company
Company Secretary & 2008 Secretary
Compliance Officer S.K.S. Logistics
Limited

Notes a) Remuneration of the Executive Chairman and the Managing Director includesSalary House Rent Allowance / Rent free furnished accommodation CommissionReimbursement of Medical Expenses Leave Travel Assistance and other perquisites evaluatedas per the Income-tax Rules 1962 excluding Company's Contribution to Provident Fund. b)There are 356 permanent employees on the rolls of Company. c) Appointment of the ExecutiveChairman and the Managing Director is on contractual basis. Other terms and conditions areas per the agreements between the incumbents and the Company. d) Mr. N. D. Shetty and Mr.T. N. Shetty are related to each other.

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 Qualifications and experi- ence of the employee Date of com- mencement of employ- ment Age of such Last employment 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
(Rs. in lakhs) E= Employee employee held by such employee before joining the company
C= Contract
Mr. N. D. Shetty Rs. 132.93 C Intermedi- Apr 25 79 N.A. 763960 Yes
Executive Chairman ate 1991 (1.42%) Related to Mr.
(DIN: 00025868) 55 Years T N Shetty
Managing
Director and to
Mr. R. Y. Ajila
Non-Executive
Director
Mr. T. N. Shetty Rs. 132.04 C B.com MBA Aug. 01 45 N.A. 278600 Yes
Managing Director 22 Years 2009 (0.52%) Related to Mr.
(DIN: 00587108) N. D. Shetty
Executive
Chairman and
to Mr. R. Y. Ajila
Non-Executive
Director
M. B. B. Gupta Rs. 57.00 E B.E. Dip. March 21 48 Sunrise Glass 100 No
Vice President - EDP 2018 Industries Pvt. (Negligible %)
Operations 26 Years Ltd.
Mr. Ganesh P. Rs. 44.01 E M.Com Nov. 13 61 SAH 2500 No
Chaturvedi FCA 31 2013 Petroleum (Negligible %)
Sr. V.P.-Finance & Chief years Limited
Financial Officer
Mr. Narendra A. Shetty Rs. 47.49 E B.E MBA 28 Aug. 04 50 Asahi Glass No
VP - Supply Chain years 2014 (I) Ltd.
Commercial
Mr. Stephen Noronha Rs. 17.09 E B.Com Oct. 01 52 HNG Glass 1000 No
GM – International 30 Years 2015 India Ltd. (Negligible %)
Marketing
Mr. Narayan Chodhari Rs. 15.00 E B.com MBA Nov. 08 34 Sunrise Glass No
Sr. Manager Sales and 8 years 2017 Industries Pvt.
Marketing Sr. Manager Ltd.
Sales/
Marketing
Mr. Sanjeev Arora Rs. 14.72 E DME Sept. 12 46 HNG Glass 100 No
Dy. General Manager - 26 Years 2016 India Ltd. (Negligible %)
Production
Mr. H. Srinivasan Rs. 14.15 E DME March 10 53 HNG Glass 100 No
General Manager - Mould 35 Years 2016 India Ltd. (Negligible %)
Shop
Mr. D. Uma Maheshwara Rs. 13.46 E DME Apr. 09 2015 53 Sunrise Glass 100 No
Rao 27 Years Industries Pvt. (Negligible %)
DGM – Production Ltd.
Mr. Roshankumar Amin Rs. 10.73 E B.Sc. May 16 42 HNG Glass 100 No
Manager - 20 Years 2017 India Ltd. (Negligible %)
Quality Control

25) VIGIL MECHANISM

In pursuance of the provisions of section 177(9) & (10) of the Act a VigilMechanism for Directors and employees to report genuine concerns has been established. TheVigil Mechanism policy is available on the website of the Company athttp://www.haldynglass.com/direct/vigil-mech.pdf

26) RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy. The main objective of this policy isto ensure 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 competitive and disruptive environment the strategy formitigating inherent risks in accomplishing the growth plan of the Company is imperative.The common risks inter-alia are regulatory risk competition financial risk technologyobsolescence human resources risk political risks investments retention of talentsexpansion of facilities and product price risk.

27) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act the Directors confirm that: i) In thepreparation of the annual accounts the applicable Accounting Standards have been followedalong with proper explanations relating to material departures if any; ii) AppropriateAccounting Policies have been selected and applied consistently. Judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2019 and of the profit for the year ended March 31 2019have been made. iii) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assetsprevention and detection of frauds / errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information andinternal Financial Controls are adequate and were operating effectively; vi) Propersystems are in place to ensure compliance of all laws applicable to the Company and thatsuch 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 Act 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 / arrangements with related parties entered into under section188(1) are available in AOC 2 as "Annexure-IV" 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) 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 requirement to place the matter relating to the appointment of Auditors forratification by members at every Annual General Meeting is done away with vide MCAnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly there is no statutory requirement for ratification of appointment ofAuditors who were already appointed in the Annual General Meeting held on September 292015.

However at the 27th Annual General Meeting (AGM) held on September 272018 the members had ratified and confirmed the appointment of M/s. Mukund M. Chitale& Co. Chartered Accountants (Firm Registration No. 106655W) to hold office from theconclusion of the 27th AGM until the conclusion of the 29th AGM ofthe Company to be held in the year 2020 on such remuneration plus applicable service tax(presently Goods and Service Tax) and reimbursement of travelling and out of pocketexpenses incurred for the purpose of audit as may be mutually agreed between the Board ofDirectors and the Auditors. b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial

Personnel) Rules 2014 the Company had appointed M/s. SPANJ & ASSOCITES a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is attached as "Annexure-V" to this report.

The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.

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.

31) 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 sexualharassment in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed thereunder.

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

32) 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 the Board under Section143(12) of the Act and Rules framed thereunder.

33) 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 : July 17 2019 (DIN: 00025868)

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