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Hardcastle & Waud Mfg Co Ltd.

BSE: 509597 Sector: Consumer
NSE: N.A. ISIN Code: INE722D01015
BSE 16:01 | 27 Jan 184.50 8.50
(4.83%)
OPEN

167.50

HIGH

184.50

LOW

167.50

NSE 05:30 | 01 Jan Hardcastle & Waud Mfg Co Ltd
OPEN 167.50
PREVIOUS CLOSE 176.00
VOLUME 11
52-Week high 308.95
52-Week low 148.50
P/E 39.34
Mkt Cap.(Rs cr) 13
Buy Price 167.60
Buy Qty 10.00
Sell Price 184.50
Sell Qty 10.00
OPEN 167.50
CLOSE 176.00
VOLUME 11
52-Week high 308.95
52-Week low 148.50
P/E 39.34
Mkt Cap.(Rs cr) 13
Buy Price 167.60
Buy Qty 10.00
Sell Price 184.50
Sell Qty 10.00

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

Company director report

DIRECTORS’ REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors have pleasure in placing before you the Seventy-thirdAnnual Report together with the Audited Financial Statements of the Company for the yearended March 31 2019 and Management Discussion and Analysis.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

Particulars Year Ended March 31 2019 Previous Year March 31 2018
(Rs Lakhs) (Rs Lakhs)
Profit before Interest and Depreciation 56.78 169.64
Interest 0.31 -
Depreciation 37.74 39.33
Profit before Taxation 18.73 130.31
Provision for Taxation - 17.17
Deferred Tax 6.23 2.60
Income Tax for earlier years 0.52 1.42
Net Profit after Taxation 11.98 109.12
Other Comprehensive Income (8.61) 4.78
Total Comprehensive Income for the year 3.37 113.90
Balance b/f from previous year -876.61 -990.51
Total Available -873.24 -876.61
Transferred to General Reserve - -
Carried Forward -873.24 -876.61

In view of accumulated loss no dividend is being recommended.

2. OPERATIONS:

The Company has registered a turnover of र: 288.64 Lakhs this year asagainst र: 421.43 Lakhs during the previous year. The significant of 46.01% is due tolower revenue through investment activities. The Total Income for the year ended March 312019 was at र: 308.61 Lakhs as compared to र: 434.13 Lakhs in the last year.Consequently profit after tax for the current year stood at Rs 11.98 lakhs as againstर:109.12 lakhs during the previous year. The Company hopes to perform better in the future.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company’s business activity currently consists of IndustrialChemicals Investments and Leasing. During the year under review revenue from industrialsegment was र: 150.51 lakhs compared to र: 167.68 lakhs in the previous year revenuefrom investments was र: 7.14 lakhs in comparison to र: 128.32 lakhs in the previousyear while leasing activity yielded a revenue of र: 130.99 lakhs as compared to र:125.43 lakhs in the earlier year. Decrease in income from investment activity has affectedoverall performance of the Company.

The Company is focusing on increase in revenue and reduction in costs.Efforts are also continuously being made in looking out for other business opportunities.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 departments undertakecorrective action in their respective areas and thereby strengthen the controls.

The Company did not enter into any transaction(s) with any person(s) orentity belonging 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 HumanResource Capital except superannuation of the Chief Financial Officer effective 1stJanuary 2019. Industrial relations continue to be cordial.

RATIOS

Key Financial Ratios

1. Interest Coverage Ratio was 61 which indicates strong financial health andcapability of meeting interest obligations. During the earlier year (2017-18) there was nointerest outgo due to NIL borrowing.

2. Similarly Debt Equity Ratio was at 0.01 as compared to the previous year’s0.00. The extremely low debt to equity ratio is indicative of strong ability to repay debtobligations.

3. Return on Net Worth decreased from 3.10% in 2017-18 to 0.09 during the current yeardue to decrease in profit after tax from र: 114 lakhs to र: 3 lakhs due to Fair Valuemeasurements during the current year apart from fall in earnings from investment activity.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) At the 72nd Annual General Meeting (AGM) held on 27.09.2018 Mr Om Prakash Adukia(DIN: 00017001) was re-appointed as a director of the Company.

b) Also members’ approval was accorded for continuation ofappointment of Mr Om Prakash Adukia (DIN: 00017001) as a non-executive director of theCompany pursuant to regulation 17 (1A) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations).

c) Mr Govind Prasad Goyal (DIN: 00017294) and Mrs Smita Jatia (DIN:03165703) resigned as directors of the Company w.e.f. 11.07.2018.

("CFO") of the Company d)DuringtheyearMrNarendraAbhichandaniChiefFinancialOfficer retired effective fromclose of 31.12.2018.

Ms Shivani Bhargava has since been appointed in place of MrAbhichandani as CFO of the Company w.e.f. 22nd April 2019.

e) Mr Om Prakash Adukia (DIN: 00017001) retires by rotation at theensuing AGM but being eligible offers himself for re-appointment.

Since Mr Adukia has already crossed age of 75 years a SpecialResolution for his continued appointment as a non executive director of the Company isbeing proposed for consideration of the members at the ensuing Annual General Meeting ofthe Company in compliance with the requirement of Regulation 17 (1A) of the ListingRegulations.

f) Requisite declarations have been received from the independentdirectors of the Company under Section 149(7) of the Companies Act 2013 (the Act)regarding meeting the criteria of independence laid down in Section 149 (6) of the Act.

g) Board Evaluation:

Pursuant to the Act and the Listing Regulations the Board has carriedout an annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of working of its Audit Nomination andRemuneration and other Committee of the Board.

The performance of Non-Independent Directors and the Board as a wholewas carried out by the Independent Directors at their separate meeting. Evaluation ofperformance 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.

h) Meetings:

During the year 6 board meetings were convened and held.

5. AUDIT COMMITTEE:

Composition of the Audit Committee is given in the Corporate GovernanceReport which forms part of this Report.

Board of Directors of the Company has accepted all recommendations ofits Audit Committee during Financial Year 2018 2019. The Company has in place a vigilmechanism for directors and employees to report genuine concerns about any wrongful actand any unethical conduct with respect to the Company or its business affairs to the AuditCommittee which oversees functioning of the said mechanism.

6. NOMINATION AND REMUNERATION COMMITTEE (NRC):

The NRC comprises of three members of which two including theChairperson are Independent Directors.

Salient features of the policy include having an appropriate mix ofexecutive non - executive and independent directors primarily to maintain independence.NRC assesses independence of directors at time of appointment / re-appointment as well asannually. NRC takes into consideration various factors as specified in the policy whileconsidering any remuneration to be paid to directors key and other employees etc.

The Policy is available on the Company’s website www.hawcoindia.inunder the section ‘Policies’.

7. RISK MANAGEMENT:

In the Boards’ perception there are no foreseeable risks whichcould threaten the existance of the Company.

8. UNCLAIMED SHARE CERTIFICATES:

As reported earlier the Company had in accordance with the ListingRegulations transferred on 27.5.2016 to a separate demat account in the Company’sname 9778 unclaimed shares of the Company belonging to 79 shareholders who had failed toexchange their old certificates for new certificates in the Company allotted to memberspursuant to a Scheme of Arrangement between the Company and Vesna Agencies Pvt Ltd(Hawcoplast Chemicals Ltd) even after many reminders by the Company. At end of the yearthe number of shareholders and the outstanding shares lying in the suspense account is 78and 9650 respectively.

During the year no request for exchange of shares has been received bythe Company.

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

Members who have not yet collected / claimed their share certificatescan still do so through the Company’s Agent.

9. AUDITORS:

The term of appointment of M/s GMJ & Co. Chartered AccountantsStatutory Auditors shall come to an end on conclusion of the forthcoming AGM.

In accordance with provisions of Section 139 of the Act M/s GMJ &Co. are proposed to be re-appointed as statutory auditors of the Company for a furtherperiod of 5 years commencing from conclusion of the ensuing AGM till conclusion of the78th AGM of the Company.

M/s GMJ & Co. have provided their consent to act as statutoryauditors of the Company and have confirmed that their re-appointment if made will be inaccordance with Section 139 read with Section 141 of the Act and applicable rules madethere under.

Members are requested to re-appoint M/s GMJ & Co. as statutoryauditors of the Company for a further period of 5 years and grant requisite authorizationto fix their remuneration.

10. AUDITORS’ REPORT:

The Auditors’ Report does not contain any reservationqualification or adverse remark.

11. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31st March2019 is annexed hereto as ‘Annexure I’.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

12. LOANS GUARANTEES OR INVESTMENTS:

Details of investments made appear in notes to the financialstatements. No loan was given and no guarantee or security was provided by the Company onbehalf of others during the year.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Companyduring the financial year with related parties were in ordinary course of business and onarm’s length basis.

During the year the Company did not enter into any materiallysignificant transactions Company.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign earnings during the year whereas the foreignexchange outgo was of र: 734276.

15. CORPORATE SOCIAL REPONSIBILITY (CSR):

None of the three criteria specified in Section 135(1) of the Actrelating to CSR is applicable to the Company.

16. SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

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

17. PARTICULARS OF EMPLOYEES:

a. Required particulars of employees under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as‘Annexure II’ to this report.

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

18. EXTRACT OF ANNUAL RETURN:

An extract of the Company’s annual return for the year ended 31stMarch 2019 in Form MGT-9 is annexed hereto as ‘Annexure III’. The same is alsoavailable on the website of the Company at www.hawcoindia.in under the section‘Disclosures’.

19. CORPORATE GOVERNANCE:

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

A certificate from Mr Shailesh Kachalia a practicing CompanySecretary regarding stipulated in SEBI’s Listing Regulations is annexed to thisReport as ‘Annexure IV’.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(3)(c) read with Section 134(5) ofthe Act your directors state that:

(a) In preparation of the annual accounts applicable accountingstandards have been followed alongwith proper explanations relating to materialdepartures;

(b) Accounting policies have been selected and applied consistently andthe judgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at end of the financial year and of its profitfor that period;

(c) Proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with provisions of the Act for safeguardingassets of the Company and 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 beenlaid down and such internal financial controls are operating effectively; and

(f) Proper systems have been devised to ensure compliance withprovisions of all applicable laws and such systems are adequate and operating effectively.

21. MAINTENANCE OF COST RECORDS:

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

22. SECRETARIAL STANDARDS OF ICSI:

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

23. GENERAL:

Your directors state that no disclosure or reporting is required forthe following as there 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 dividendvoting or otherwise;

iii. Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme;

iv. No significant or material orders were passed by Regulators orCourts or Tribunals which impact the Company’s going concern status and operations inthe future; v. No material changes and commitments have occurred after close of the yeartill the date of this report which might affect the financial position of the Company;and vi. No fraud is reported by auditors under Section 143(12) of the Act.

Your directors further state that the Company has complied withprovisions relating to the consitution of Internal Complaints Committee under the SexualHarrassment of Women at Workspace (Prevention Prohibition and Redressal) Act 2013.During the year under review there were no complaints filed under the said Act.

ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continuedsupport.

For and on behalf of the Board

Banwari Lal Jatia Om Prakash Adukia
Managing Director Director
Dated: 6th August 2019 (DIN: 00016823) (DIN: 00017001)