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Hardcastle & Waud Mfg Co Ltd.

BSE: 509597 Sector: Others
NSE: N.A. ISIN Code: INE722D01015
BSE 00:00 | 24 Jun 289.80 9.95






NSE 05:30 | 01 Jan Hardcastle & Waud Mfg Co Ltd
OPEN 296.70
52-Week high 392.00
52-Week low 217.00
P/E 15.50
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 296.70
CLOSE 279.85
52-Week high 392.00
52-Week low 217.00
P/E 15.50
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hardcastle & Waud Mfg Co Ltd. (HARDCASTWAUD) - Director Report

Company director report



Your Directors have pleasure in placing before you the Seventy-fifth Annual Report ofthe Company together with its Audited Financial Statements for the year ended March 312021 and Management Discussion and Analysis.


Particulars Year Ended March 31 2021 Year Ended March 31 2020
(Rs Lakhs) (Rs Lakhs)
Profit before Interest Depreciation & Amortisation Exps 103.80 164.15
Interest 0.06 0.05
Depreciation & Amortisation Exps 47.41 40.45
Profit before Taxation 56.33 123.65
Provision for Taxation 11.57 15.13
Deferred Tax 43.85 21.72
Income Tax for earlier years (0.01) (3.33)
Net Profit after Taxation 0.92 90.13
Other Comprehensive Income (20.06) (261.14)
Total Comprehensive Income for the year (19.14) (171.01)
Balance b/f from previous year (1044.24) (873.23)
Total Available (1063.38 ) (1044.24)
Transferred to General Reserve - -
Carried Forward (1063.38) (1044.24)

In view of accumulated loss no dividend is being recommended.


The Company has registered a turnover of Rs 319.08 lakhs this year as against Rs 352.00lakhs during the previous year. The overall revenue from operations of the Company for thecurrent year declined marginally. The revenue from operations is mainly from sale oftraded goods and leasing activities.

The Total Income for the year ended March 31 2021 was at Rs 332.73 lakhs as comparedto Rs 368.51 lakhs in the previous year. Profit before tax for the current year stood atRs 56.33 lakhs as against Rs 123.65 lakhs during the previous year.

The Company's business activity currently consists of Industrial Chemicals Investmentsand Leasing. During the year under review revenue from industrial segment was Rs 154.77lakhs compared to Rs 115.03 lakhs in the previous year revenue from investment activitywas Rs 10.36 lakhs in comparison to Rs 12.14 lakhs in the previous year while leasingactivity yielded a revenue of Rs 153.94 lakhs as compared to Rs 224.83 lakhs in theprevious year.


The outbreak of the deadly COVID-19 virus and the lockdown imposed across the countryaffected most business operations. COVID-19 is an unprecedented challenge. The lockdowngave India time to make a concerted effort to flatten the outbreak curve. However towardslater part of the year consequent to significant opening of the economic activity acrossthe nation the demand picked up compared to that during the initial period of COVID-19.The Company's activity pertaining to sale of traded goods fetched greater income incomparison to the previous year. The Company's Investments and Leasing activities havebeen impacted. However this has no impact on the cash flows of the Company.

The changed economic social environmental and political expectations are expected toplay an even greater role in shaping the future. A critical aspect of dealing with thisdisruption may be understanding which customer behaviours are temporary versus those thatare permanent as recovery will likely be uneven across end markets and geographies.Companies can address this uncertainty by revisiting their product portfolio andconducting robust scenario planning that includes the unknowns.

The Company has in place internal financial control systems commensurate with its sizeand the nature of its operations to ensure proper recording of financial and operationaltransactions / information and compliance of various internal controls and otherregulatory and statutory compliances. The internal auditors monitor and evaluate theefficacy and adequacy of internal control systems in the Company. The observations arisingout of the internal audits are periodically reviewed at appropriate level and summariesalong with corrective actions plans if any are submitted to the management and AuditCommittee for review comments and directions. The concerned persons undertake correctiveaction in their respective areas and thereby strengthen the controls.

The Company did not enter into any transaction(s) with any person(s) or entitybelonging to the promoter / promoter group who hold 10% or more shareholding in theCompany. Information pertaining to financial performance forms part of this Report.

There were no material developments in the Company's Human Resource Capital exceptappointment of Chief Financial Officer effective 1st February 2021.


Key Financial Ratios

1. Return on Net Worth decreased to -0.55% during the current year in comparisonto -4.87% in the previous year mainly due to impact of Fair Value measurements ofinvestments during the current year.

2. Inventory Turnover Ratio is Nil during the current year in comparison to 4.36in the previous year as there was no stock of finished goods at the end of current year.

3. Current Ratio is 1.58 during the current year in comparison to 0.91 in theprevious. The increase in the current ratio in the current year is mainly due to increasein current assets.

4. Operating Profit Margin (OPM) is 16.93% during the current year in comparisonto 33.55% in previous year. The decrease in OPM in the current year is mainly due todecrease in operating income.

5. Net Profit Margin (NPM) is 0.28% during the current year in comparison to24.45% in the previous year. The decrease in NPM is mainly due to decrease in net profitduring the current year.


a) At the 74th Annual General Meeting of the Company held on 22.09.2020:

Mr Sunil Kantilal Trivedi (DIN: 00387797) and Mrs Rekha Abhishek Pacheria (DIN:07415573) were re-appointed as independent directors of the Company for a second term offurther period of five years w.e.f 30.5.2021. Mr Vimal Chand Kothari (DIN: 00056003) wasappointed as an independent director of the Company w.e.f 22.09.2020.

Also the appointment of Mr Piyushkumar Mehta (DIN: 08772311) as a non-executivedirector of the Company was confirmed.

In the opinion of the Board all the above mentioned independent directors possessrequisite expertise integrity and experience.

b) Mr Piyushkumar Mehta (DIN: 08772311) retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment.

c) Ms Shivani Bhargava Chief Financial Officer (CFO) of the Company has resigned fromthe post of CFO with effect from 16.12.2020 due to personal reason. Mr Pravedkumar Dubeyhas been appointed as CFO of the Company w.e.f. 01.02.2021.

d) Requisite declarations have been received from the independent directors of theCompany under Section 149(7) of the Companies Act 2013 (the Act) regarding meeting thecriteria of independence laid down in Section 149 (6) of the Act and also under SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 (ListingRegulations).

e) Board Evaluation:

Pursuant to provisions of the Act and the Listing Regulations the Board has carried outan annual performance evaluation of its own performance of the Directors individually aswell as the evaluation of working of its Audit Nomination and Remuneration and otherCommittees of the Board. The performance of Non-Independent Directors and the Board as awhole was carried out by the Independent Directors at their separate meeting. Evaluationof performance of Independent Directors was carried out by the entire Board of Directorsexcluding the director being evaluated. The directors expressed satisfaction with theevaluation process and the results thereof.

f) Meetings:

During the year 5 board meetings were convened and held.


The present composition of the Audit Committee of the Company is as under:

1. Mr Vimal Chand Kothari Chairman

2. Mr Sunil Kantilal Trivedi

3. Mrs Rekha Pacheria

4. Mr Banwari Lal Jatia

Board of Directors of the Company has accepted all recommendations of its AuditCommittee during Financial Year 2020 2021. The Company has in place a vigil mechanism fordirectors and employees to report genuine concerns about any wrongful act and anyunethical conduct with respect to the Company or its business affairs to the AuditCommittee which oversees functioning of the said mechanism.


The NRC comprises of three members of which two including the Chairperson areIndependent Directors.

Salient features of the Nomination and Remuneration policy include having anappropriate mix of executive non - executive and independent directors primarily tomaintain independence. NRC assesses independence of directors at time of appointment /re-appointment as well as annually. NRC takes into consideration various factors asspecified in the policy while considering any remuneration to be paid to directors keymanagerial personnel and other employees etc.

The Policy is available on the Company's website under the section‘Policies'.


In the Boards' perception there are no foreseeable risks which could threaten theexistence of the Company.


As reported earlier the Company had in accordance with the Listing Regulationstransferred on 27.5.2016 to a separate demat account in the Company's name 9778 unclaimedshares of the Company belonging to 79 shareholders who had failed to exchange their oldcertificates for new certificates in the Company allotted to members pursuant to a Schemeof Arrangement between the Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd)even after many reminders by the Company. At end of the year the number of shareholdersand the outstanding shares lying in the suspense account were 77 and 9447 respectively.

The Company has sent further reminders to those shareholders whose 657 shares (intotal) remained unclaimed and were required to be transferred to the unclaimed sharesuspense account. Since no response was received from any of the concerned shareholdersthe said 657 shares have been consolidated in the name of Hardcastle and Waud Mfg. Co.Ltd. Unclaimed Shares Suspense Account and shall be dematerialized in due course of time.Accordingly in aggregate 10104 shares shall remain in Unclaimed Shares Suspense Account.

The voting rights on these unclaimed shares shall remain frozen till the rightfulowner(s) claim(s) the shares.

Members who have not yet collected / claimed their share certificates can still do sothrough the Company's Registrars and Share Transfer Agent.


Messrs GMJ & Co. Chartered Accountants (FRN: 103429W) were appointed as StatutoryAuditors of the Company for 5 years from the conclusion of its 73rd AGM.

The requirement of ratification of appointment of the Statutory Auditors at every AGMhas been dispensed with. Accordingly no such item has been placed for approval of themembers at this AGM.

Messrs GMJ & Co. have confirmed that they are eligible for continuing to act asstatutory auditors of the Company and no proceeding against the firm or any partner of thefirm is pending with respect to professional matters of conduct.


The Auditors' Report does not contain any reservation qualification or adverse remark.


A Secretarial Audit Report for the financial year ended 31st March 2021 isannexed hereto as ‘Annexure I'.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.


Details of investments made appear in notes to the financial statements. No loan wasgiven and no guarantee or security was provided by the Company on behalf of others duringthe year.


All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in ordinary course of business and on arm'slength basis.

During the year the Company did not enter into any materially significant transactionsthat may have potential conflict with interest of the Company.


There were no foreign earnings and outgo during the year.


None of the three criteria specified in Section 135(1) of the Act relating to CSR isapplicable to the Company.


The Company does not have any subsidiary joint venture or associate.


a. Required particulars of employees under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached as ‘Annexure II' tothis report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.


The annual return of the Company for the year ended 31st March 2021 in theprescribed format is available on the website of the Company at underthe section ‘Disclosures'.


A report on Corporate Governance as stipulated under Schedule V of the ListingRegulations has been attached to this Annual Report.

A certificate from Mr Shailesh Kachalia a practicing Company Secretary regardingcompliance with conditions of Corporate Governance as stipulated in SEBI's ListingRegulations is annexed to this Report as ‘Annexure III'.


Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act yourdirectors state that:

(a) In preparation of the annual accounts applicable accounting standards have beenfollowed alongwith proper explanations relating to material departures;

(b) Accounting policies have been selected and applied consistently and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at end of the financial year and of its profit for thatperiod;

(c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with provisions of the Act for safeguarding assets of the Companyand for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Internal financial controls to be followed by the Company have been laid down andsuch internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with provisions of allapplicable laws and such systems are adequate and operating effectively.


The Government of India has not prescribed maintenance of cost records undersub-section (1) of Section 148 of the Act for any activities of the Company thus theCompany is not required to maintain cost records.


The Company is in compliance with the Secretarial Standards on Meetings of Board ofDirectors (SS - 1) and General Meetings (SS - 2) issued by The Institute of CompanySecretaries of India.


Your directors state that no disclosure or reporting is required for the following asthere were no transactions of the types covered thereby during the year;

i. Details relating to Deposits covered under Chapter V of the Act;

ii. Issue of equity shares with differential rights as to dividend voting orotherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme;

iv. No significant or material orders were passed by Regulators or Courts or Tribunalswhich impact the Company's going concern status and operations in the future;

v. No material changes and commitments have occurred after close of the year till thedate of this report which might affect the financial position of the Company;

vi. No fraud is reported by auditors under Section 143(12) of the Act;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code 2016; and

viii. There was no instance of one-time settlement with any Bank or FinancialInstitution.

Your directors further state that the Company has complied with provisions relating tothe constitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewthere were no complaints filed under the said Act.


The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board
Banwari Lal Jatia Piyushkumar Mehta
Managing Director Director
Dated: 12th August 2021 (DIN: 00016823) (DIN: 08772311)