Dear Members Hardwyn India Limited
(Formerly known as Garv Industries Limited)
Your Directors have pleasure in presenting the Third Annual Report on the business andoperations of the Company along with Audited Financial Statements for the Financial Yearended on 31stMarch 2020.
|Particular ||As on 31stMarch2020 ||As on 31stMarch 2019 |
|Sales ||1153.41 ||4215.25 |
|Other Income ||0.05 ||0.70 |
|Total Income ||1153.46 ||4215.95 |
|Total Expenses ||1140.22 ||4211.75 |
|Profit Before Tax ||13.23 ||4.20 |
|Less: Income Tax Current Year ||3.65 ||1.35 |
|Less: Deferred Tax ||(0.41) ||(0.20) |
|Profit/(Loss) after tax ||9.99 ||3.05 |
2.RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The Company recorded a turnover of Rs 1153.41 during the year as against Rs. 4215.25 inthe previous year and the Company has earned a profit after tax of Rs. 9.99 as compared tothe profit of Rs. 3.05 in the previous financial year. The management of the Company isputting their best efforts to improve the performance of the Company.
3.CHANGE IN THE NATURE OF BUSINESS
There were no changes in the Nature of Business of the Company during the FinancialYear.
The Authorized Share Capital of the Company is Rs. 102500000/- divided into10250000 Equity Shares of Rs. 10/- each. During the year under review there was nochange in the Company's issued subscribed and paid-up equity share capital. On March 31
2020 the paid-up capital stood at Rs. 102000000/- divided into 10200000 EquityShares of Rs. 10/- each.
The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2020.Since the Board have considered it financially prudent in the long-termsinterest of the company to re-invest the profits into the business of the company to builda strong reserve base and grow the business of the Company.
6.TRANSFER TO RESERVES
During the period the Company has not transferred any amount to the General Reserve ofthe Company.
7.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
8.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments during the current financial yearwhich materially affects the financial position of the Company till the date of thisreport.
The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the FY 2019-20.
10.PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013 The particulars of loans guarantees and investments whenever required have beendisclosed in the financial statements which also form part of this report.
11.CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable on the Company.
12.CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at "Annexure -I".
13.INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to the company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.
The Company has a well-placed proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions areauthorized recorded and reported correctly.
To further strengthen the internal control process the company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.
14.CHANGES IN DIRECTORS& KEY MANAGERIAL PERSONNALDIRECTORS
During the Financial year the Board of Directors has appointed Mr. Rubaljeet SinghSayal as Managing Director of the Company Mr. Swaran Jeet Singh Sayal as Director of theCompany and Mr. Harkanwar Singh Sethi as Director of Company with effect from August 292019. As on 31st March 2020 Board of Directors of the Company iscomprised of following directors:
|S. No Name of the Director ||Designation |
|1 Mr. Rubaljeet Singh Syal ||Managing Director |
|2 Mr. Swaran Jeet Singh Syal ||Director |
|3 Mr.Harkanwar Singh Sethi ||Director |
*Ms. Pranvi Jain was appointed as Independent Director w.e.f. August 29 2019 andresigned from said designation w.e.f. October 01 2019.
KEY MANAGERIAL PERSONNEL
? Whole Time Director/ Managing Director
During the year Mr. Rubaljeet Singh Sayal appointed as Managing Director of theCompany with effect from August 29 2019;
During the year Mr. Rishu Agarwal has resigned as Managing Director of the Companywith effect from October 01 2019.
? Chief Financial Officer
During the year Mr. Rubaljeet Singh Sayal was appointed as Chief Financial Officer ofthe Company with effect from November 12 2019.
During the year Mr. Rishu Agarwal has resigned as Chief Financial Officer of theCompany with effect from October 01 2019.
? Company Secretary
During the year Ms. Ritu Gehlot appointed as the Company Secretary and Complianceofficer of the Company w.e.f. 03rdAugust 2019 in place of Ms. Isha Gupta.
During the year Ms. Meenu Sharma appointed as the Company Secretary and Complianceofficer of the Company w.e.f. 29thOctober 2019 in place of Ms. Ritu Gehlot.
15.POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee constituted by the Board of Directors have laid down the policies statingfollowing points:
a. Criteria for nomination as Director Key Managerial Personnel and Independence of aDirector:
b. Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management Other Employees of the Company.
c. Evaluation of performance of the members of the Board Key Managerial Personnel.
04 (Four) meeting on August 08 2019 August 29 2019 October 29 2019 & November12 2019 of the Nomination and Remuneration Committee were held during the year. Theattendance details of the Nomination and Remuneration Committee meetings are as follows:
|Names of Directors ||Designation ||No. of meetings attended |
|Mr.Vishal Agarwal DIN: 07933495 ||Non- Executive Independent Director ||02 |
|Mr. Amit Agarwal DIN: 07854072 ||Non- Executive Independent Director ||02 |
|Mrs. Daya Bansal DIN: 02960325 ||Non- Executive Non -Independent Director ||02 |
|Mr. Harkanwar Singh Sethi DIN: 08550428 ||Non- Executive Non -Independent Director ||02 |
Nomination & Remuneration Policy isuploaded on the website of the Company i.e. at www.hardwyn.com.
16.INDEPENDENT DIRECTOR'S DECLARATION
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 confirming that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.
As per provisions of section 134(3) of the Companies Act 2013 and Rules madethereunder the Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors. The performance of the Board ofDirectors and its Committees were evaluated on various parameters such as structurecomposition experience performance of specific duties and obligations quality ofdecision making and overall effectiveness. The performance of individual Directors wasevaluated on parameters such as meeting attendance participation and contribution andindependent judgment. The Board members noted from time to time the suggestions/ inputs ofIndependent Directors Nomination Committee and Audit Committee and also discussed variousinitiatives to further improve the Board effectiveness. In a separate meeting ofIndependent Directors held on 31/03/2020 performance of non-independent directorsperformance of the Board as a whole and performance of the Chairman was evaluated.
18.NUMBER OF MEETINGS OF THE BOARD
During the year the Board met 13 (Thirteen) times to deliberate on various matters on21.05.2019 31.07.2019 03.08.2019 29.08.2019 25.09.2019 01.10.2019 29.10.201906.11.2019 12.11.2019 13.11.2019 14.11.2019 28.11.2019 and 13.02.2020. The maximuminterval between any two meetings did not exceed 120 days.
|Name of the Director ||No of board Meetings held during the year during his/her tenure as director ||No. of Meetings attended during the year |
|1. Mr. Rubaljeet Singh Sayal ||9 ||9 |
|2. Mr. Harkanwar Singh Sethi ||9 ||9 |
|3. Mr. Swaran Jeet Singh Sayal ||9 ||9 |
|4. Mr. Rishu Agarwal ||5 ||5 |
|5. Mr. Vishal Aggarwal ||5 ||5 |
|6. Ms. Daya Bansal ||5 ||5 |
|7. Mr. Amit Agarwal ||5 ||5 |
The Board of Directors of the Company has constituted Audit Committee u/s 177 of theCompanies Act 2013 consisting of 3 members Mr. Harkanwar Singh Sethi (IndependentDirector) Mr. Rubaljeet Singh Sayal (Managing Director) & Mr. Swaranjeet Singh Sayal(Director). Mr. Harkanwar Singh Sethi is the Chairman of the Audit Committee. The CompanySecretary acts as the Secretary to the Audit Committee. The primary objective of the AuditCommittee is to monitor and provide an effective supervision of the management's financialreporting process to ensure accurate and timely disclosures with the highest levels oftransparency integrity and quality of financial reporting. The Audit Committee overseasthe work carried out in the financial reporting process by the management the internalAuditors and the Independent Auditors and notes the processes and safeguards employed byeach of them. All possible measures must be taken by the Audit Committee to ensure theobjectivity and independence of the independent auditors. During the period under review05 (Five) meetings of the Audit Committee has been held. These were held on 21/05/201929/08/2018 06/11/2018 14/11/2019 and 13/02/2020. The attendance details of the AuditCommittee meetings are as follows:
|Name of Director ||No. of Meetings held during the year during his/her tenure as director ||No. of meetings Attended |
|1 Mr. Amit Agarwal ||2 ||2 |
|2 Mr. Vishal Aggarwal ||2 ||2 |
|3 Mr. Rishu Agarwal ||2 ||2 |
|4 Mr. Harkanwar Singh Sethi ||3 ||3 |
|5 Mr. Rubaljeet Singh Sayal ||3 ||3 |
|6 Mr. Swaranjeet Singh Sayal ||3 ||3 |
20.STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the provision of section 178 of the Companies Act 2013 the constitution ofStakeholders Relationship Committee is as follow. During the year under review onemeeting was held on 02/03/2020. The attendance details of the Stakeholders RelationshipCommittee meetings are as follows:
|Name of Member ||No. of Meetings Held ||No. of Meetings Attended |
|1 Mr. Harkanwar Singh Sethi ||1 ||1 |
|2 Mr. Rubaljeet Singh Sayal ||1 ||1 |
|3 Mr. Swaranjeet Singh Sayal ||1 ||1 |
21.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC-2 is annexed herewith at "Annexure II".
The policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website www.hardwyn.com
22.SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.
23.VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for directors and employees to report genuine concerns has been established andapproved by Board. The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting highest standards of professionalismintegrity and ethical behavior. The Vigil Mechanism cum Whistle Blower Policy may beaccessed on the Company's website www.hardwyn.com.
24.PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013
The Provision of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding statement of particulars of employeesis not applicable on theCompany.
25.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There was no significant order was passed by any regulatory authority or court ortribunal.
26.DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: -
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the annual accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
f. the Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
M/s S. S.Periwal& Co. Chartered Accountants were appointed as StatutoryAuditors of the Company to fill the casual vacancy caused by the resignation of M/sSadana& Co.Chartered Accountants (Firm Registration No.011616N).M/s S. S.Periwal&Co. Chartered Accountants will hold the office as Statutory Auditor of the Company uptothe conclusion of Third Annual General Meeting. Further the Board subject to the approvalof shareholders of the Company has appointed M/s S. S. Periwal& Co. CharteredAccountant as Statutory Auditors of the Company for a period of five years commencingfrom the conclusion of Third Annual General Meeting till the conclusion of Eight AnnualGeneral Meeting of the Company.
The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of directors.
In terms of Section 204 of the Act and Rules made there under Pawan Mahur&Associates Practicing Company Secretaries were appointed as Secretarial Auditors for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended on March31 2020 is annexed herewith marked as "Annexure-III" to this Report.
Following remark is given by the Secretarial Auditors in their Secretarial Auditors'Report:
a) The Company has not duly constituted the Board Nomination and RemunerationCommittee Audit Committee and has not appointed Independent Directors in accordance withthe Provisions of the Companies Act 2013 & SEBI (LODR).
In terms of Section 138 of the Act and Rules made there under Satya Gupta &Associates Chartered Accountants were appointed as Internal Auditors for the financialyear 2019-20.
28.MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at "Annexure IV".
During the year the Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the company and safeguarding the company against those risks.
30.CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct thecompany's business ethically and with responsibility integrity fairness transparencyand honesty. The Code sets out a broad policy for one's conduct in dealing with theCompany fellow directors and with the environment in which the Company operates.
31.INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2019-20.
As per the requirements of Section 92(3) of the Companies Act and Rules framedthereunder the extract of the Annual Return is given in "Annexure V" inthe prescribed Form No. MGT - 9 which is a part of this report. The same is available onwebsite of the Company i.e. at www.hardwyn.com.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thank the Government ofIndia and concerned government departments / agencies for their co-operation.