Hemang Resources Limited
Plot No. 4 6th Avenue Harington Road Chetpet
Chennai Tamil Nadu - 600031
Your Directors have pleasure in presenting to you the Twenty Sixth Annual Report andthe Audited Financial Statements of Hemang Resources Limited ("theCompany") for the financial year ended March 312019.
The summary of the financial result of the Company for the year under review are asunder:
| || ||(Rs. in Lakhs) |
|Particulars ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
|Total Revenue ||3751.44 ||13394.55 |
|Expenses excluding Depreciation Finance Cost & Tax ||5149.69 ||14168.95 |
|Profit / (Loss) before Depreciation Finance Cost & Tax ||(1398.25) ||(774.40) |
|Less: Depreciation & Amortization ||2.12 ||2.10 |
|Finance Cost ||236.07 ||953.59 |
|Profit/(Loss) before tax ||(1636.44) ||(1730.08) |
|Add\(Less) : Prior period adjustments ||- ||- |
|Add \(Less) : Provision for Income-Tax ||(424.21) ||534.49 |
|Profit/(Loss) after Tax ||(1212.23) ||(1195.59) |
|Add: Balance brought forward from last year ||109.57 ||1351.72 |
|Add: Reversed from Capital Redemption Reserve ||- ||- |
|Amount available for Appropriation ||1102.66 ||156.13 |
|Less: Proposed Dividend on preference shares ||- ||-- |
|Less: Proposed Dividend on Equity Share Capital ||- ||-- |
|Less: Dividend Distribution Tax ||- ||-- |
|Less: Transfer to Capital Redemption Reserve ||57.14 ||57.14 |
|Balance carried forward ||1045.52 ||98.99 |
In the Financial Year 2018-19 your Company has posted Turnover of R 3751.44 Lakhs ascompared to the turnover of R 13394.55Lakhs in previous financial year and the lossincurred for the financial year under review was R (1212.23) Lakhs as compared to loss ofR (1195.59)Lakhs in previous financial year.
During the year under review there is a downfall of 72% in the revenue of the Companyas compared to the previous year due to non-availability of full working capital limitfrom consortium bankers non-availability of trade credit from suppliers in addition toincreased margin from banks on their limit. Your Directors expect better results in theyears to come.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year under review andthe date ofthis report.
As on March 31 2019 the Authorized Share Capital of the Company is R 2300.00 Lakhsbifurcated into R1500.00 Lakhs as Equity Share Capital and R 800.00 Lakhs as PreferenceShare Capital and Paid-up Share Capital is R 2120.00 Lakhs bifurcated into R 1320.00 Lakhsas Equity Share Capital and R 800.00 Lakhs as Preference Share Capital.
During the year under review there is no change in subscribed and paid up capital ofthe Company.
During the year the Company transferred R 57.14 Lacs to Capital Redemption Reserve andno amount was transferred to General Reserve.
Due to loss in the business operations in current year your directors do not recommendany dividend to Equity Shareholders and as per conditions of lending banks your Board ofDirectors do not recommend the dividend of R 16.00 Lakhs on 800000 2% CumulativeRedeemable Preference Shares of face value of R 100/- each for the financial year ended31st March 2019.
The company has not accepted any deposit within the meaning of the provisions ofchapter V of the Act read with the Companies (Acceptance of Deposits) Rule 2014 in thefinancial year ended March 312019
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Deepak Tiwary (DIN: 06605701) tendered his resignations from the position of WTD& CEO of the Company w.e.f. May 14 2019.
In terms of Section 149 of the Act and the SEBI Listing Regulations Mr. S.V. Chaoji(DIN: 03464544) and Ms. Shikha Jain (DIN:08087342) are the Independent Directors of theCompany as on date. All the Independent Directors of the Company have given declarationsunder Section 149(7) of the Act that they meet the criteria of Independence as laid downunder Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.In terms of Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence.
Pursuant to Section 149 (10) the tenure of Mr. S V Chaoji (DIN: 03464544) has expiredon 27th October 2019 and since he fulfills the criteria as defined in Section149 (6) therefore it is proposed to be re-appointed in the ensuing Annual General Meetingof the Company by way of passing Special Resolution.
The Board has recommended in its meeting held on 13th August 2019 theappointment of Mr. Sumit Upadhyay (DIN: 08526456) as an Independent Director to themembers in the ensuing Annual General Meeting for a period of five years.
Key Managerial Personnel
In terms of Section 203 of the Act the Key Managerial Personnel (KMPs) of the Companyduring FY 2018-19 are:
|S.No. Name of the person ||Designation |
|1 Mr. Deepak Tiwary ||Whole Time Director & CEO |
|2 Mr. P.S. Rao ||Chief Financial Officer (CFO) |
|3 Mr. Ankur Pareek ||Company Secretary & Compliance Officer |
In terms of Section 203 of the Companies Act 2013 Ms. Komal Thakker was appointed asChief Executive Officer of the Company by the Board on 13 th May 2019 and Mr. DeepakTiwary has resigned from the position of CEO of the Company with effect from May 14 2019.Mr. Ankur Pareek Company Secretary and Compliance Officer of the Company resigned fromthe office with effect from 8th March 2019 and Mr. Dharmendra Soyal appointedas Company Secretary & Compliance Officer of the Company with effect from 13thAugust 2019.
MEETINGS OF THE BOARD
There were four meetings of the Board of Directors held during the financialyear under review. For more details please refer to the Corporate Governance Reportwhich forms part of this Annual Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The Board of directors of the Company has thefollowing Committees in Compliance with the provisions of the Companies Act 2013 and theSEBI Listing Regulations:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee and
iv. Corporate Social Responsibility Committee.
Details of the composition terms of reference and number of meetings held forrespective committees are given in the Corporate Governance Report which forms a part ofthis Report. Further during the year under review all recommendations made by the AuditCommittee have been accepted by the Board.
All Committees of the Board of Directors were reconstituted wherever needed during thefinancial year under review in line with the provisions of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and the samehas been disclosed in the Corporate Governance Report submitted with the Stock Exchangeunder regulation 27 of the Listing Regulations.
FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS
The annual evaluation process of the Board of Directors individual Directors andCommittees was conducted in accordance with the provision of the Act and the SEBI ListingRegulation.
The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure effectiveness of boardprocess information and functioning etc. The performance of the Committee was evaluatedby the Board after seeking inputs from the committee members on the basis of criteria suchas the composition of committees effectiveness of committee meetings etc. The abovecriteria are in compliance as provided in the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India.
The manner in which the evaluation has been carried out has been explained also in theCorporate Governance Report attached as Annexure to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutorysecretarial auditor including internal financial controls our financial reporting by theStatutory Auditors and the reviews performed by the management and the relevant BoardCommittee the Board is of the opinion that the Company's internal financial control wereadequate and effective during the FY 2018-19.
Accordingly pursuant to the provisions of Section 134(5) of the Act the Board to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards (Ind-AS) had been followed along with properexplanation relating to material departures;
b) appropriate accounting policies have been selected and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312019 and of the Loss of theCompany for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis.
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and where operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company has set up a risk management mechanism to identify and assess the potentialrisks and determine the processes to mitigate the same. The Board periodically reviews andassesses the key risks in consultation with the functional managers. Detailed exercise hasbeen carried out by the Board to identify evaluate manage and monitor the potentialrisks to the operations of the Company. The Board periodically reviews the risks andsuggests steps to be taken to mitigate the same.
POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS KMP AND OTHER EMPLOYEES
In terms of section 178(3) of the Companies Act 2013 and Regulation 19(4) read withpart D of the Schedule II of the Listing regulations the Nomination and RemunerationCommittee of the Company has laid down a policy on selection and appointment of thedirectors and the senior management of the Company and their remuneration includingcriteria for determining qualification positive attributes independence of directors andother matters.
The policy is available on the Company's website athttp://www.bhatiacoalindia.com/BIIL/InvRelation.htm
M/s Satish Kumar & Associates Charted Accountant Chennai (ICAI Firm RegistrationNo. 017448S) the Statutory Auditors of the Company hold office until the conclusion of29th Annual General Meeting to be held in the year 2022. Pursuant to Section141 of the Act the Auditors have represented that they are not disqualified and continueto be eligible to act as the Auditor of the Company. The Report of the Statutory Auditorforming part of the Annual Report does not contain any qualification reservation adverseremark or disclaimer. The observations made in the Auditor's Report are self-explanatoryand therefore do not call for further comments.
The Auditor of the Company has not reported any fraud as specified under the secondproviso to Section 143(12) of the Act.
PRESENTATION OF FINANCIAL STATEMENTS
The Company has adopted Ind AS from April 012017. The Financial Statements have beenprepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies(Indian Accounting Standards) Rules 2015 notified under Section 133 and other relevantprovisions of the Act.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The Board has policies and procedure for governance of orderly and efficient conduct ofits business including adherence to the Company's policies safeguarding its assetsprevention and detection of fraud and error accuracy and completeness of the accountingrecords and timely preparation of reliable financial disclosures. The Company's internalcontrol system commensurate with the nature of its business the size and complexity ofits operation.
The Company has effective internal control systems as per the requirements and has laiddown operating guidelines and processes which ensure smooth functioning of activities Theprocesses and policies are constantly assessed and reviewed.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3)& 134(3) of the Companies Act 2013 andRule 12 of the Companies (Management and Administration) Rule 2014 the extract of AnnualReturn in Form MGT-9 as on year ended March 312019 is available on the Company'swebsite at http://www.bhatiacoalindia.com/BIIL/InvRelation.htm
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meeting of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (LoDR)Regulations 2015 a Whistle-blower Policy and Vigil Mechanism is in existence fordirectors employees and stakeholders to report to the management instance of unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Vigil Mechanism provides a mechanism for employees of the Company toapproach the Chairman of Audit Committee of the Company for redressal. It is affirmed thatno personnel of the Company has been denied access to the Audit Committee. The policy ofVigil mechanism is available on the Company's website athttp://www.bhatiacoalindia.com/BIIL/InvRelation.htm
Pursuant to the provisions of Section 204 of Companies Act 2013 and the rules madethere-under the Board of Director appointed M/s. Ajit Jain & Co. Company Secretaryin practice (Membership No.: 3933) to undertake the Secretarial Audit of the Company forthe financial year ended March 312019.The Secretarial Audit Report for the year 2018-19in Form No. MR-3 is annexed to this Report.
The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.
SECRETARIAL STANDARDS OF ICSI
During the financial year the Company has complied with the Secretarial Standards; onthe Meeting of the Board of Directors (SS-1) on General Meetings (SS-2) and on Dividend(SS-3) for the time being in force and as amended from time to time.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE POLICY AND EXPENDITURE
Due to Loss incurred to the company since last three consecutive year i.e. 2016-172017-18 & 2018-19 therefore the provisions of section 135 pertaining to CorporateSocial Responsibility (CSR) is not applicable to the Company. Due to continuous reductionof business and losses from last 4 years Company has not spent any amount on CSRactivities.
PARTICULAR OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed there under is annexed to the Board Report.
SUBSIDIARY ASSOCIATE & JOINT VENTURE
The Company does not have any subsidiary associate or Joint Venture Company and nocompany has become or ceased to be its subsidiaries joint venture or associates companiesduring the year under review.
RELATED PARTY TRANSACTIONS AND POLICY
The Company's Board approved Related Party Transactions Policy has been hosted on thewebsite of the Company at http://www.bhatiacoalindia.com/BIIL/InvRelation.htm.
There was no related party transaction (RPTs) entered into by the Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013.There were no material' related party transactions undertaken by the Company duringthe year that require shareholder's approval under regulation 23(4) of SEBI (ListingObligation and Disclosure Requirement) Regulations 2015.
The Company does not have any related party transaction except payment of remunerationto KMP to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rule 2014 in Form AOC-2 the same is not provided. Suitabledisclosures as required under Ind AS-24 have been made in Note 2.4 of the Notes to thefinancial statements.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT
There are no significant and material orders passed by the Regulators/Courts/StatutoryAuthorities that would impact the going concern status of the Company and its futureoperations. However Members attention is drawn to the Statement on Contingent Liabilitiesand Commitments in the Notes forming part of the Financial Statement.
PARTICULARS OF LOAN GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186
During the financial year under review company has not made any investment not givenany guarantee nor provided any security u/s 186. However Information regarding loansguarantee and investment covered under the provisions of Section 186 of the Companies Act2013 are detailed separately in the Financial Statements of the Company read with thenotes to Accounts.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedin regulation 34 read with Schedule V of the Listing Regulations is given as Annexure tothis report which is taken as forming part of this report.
A separate section on Corporate Governance and certificate from the Practicing CompanySecretary confirming compliance of Corporate Governance norms as stipulated in Regulation34 read along with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 giving information pertaining to the Board and itsCommittees form part of this report.
All Board members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the financial year 2018-19. A declaration to this effect signed by theCEO is contained in this Annual Report.
The CEO and CFO have certified to the Board with regards to the financial statementsand other matters as required under regulation 17(8) of SEBI (LODR) Regulation 2015 andthe same is annexed and forming part of this report.
TRANSFER OF SHARES TO IEPF
The dividend relating to the Financial Year 2011-12 which remained unclaimed for SevenYears have been transferred to the Investor Education and Protection Fund (IEPF)established by Ministry of Corporate Affairs. Moreover the corresponding shares on whichthe dividend remained unpaid for continuous period of Seven years are also liable to betransferred to the "IEPF" and the Company is in process of affecting the saidtransfer.
The Company had published a Notice in the Newspapers to inform the concernedshareholders to claim the unclaimed dividend before the due date and about the consequenttransfer of their shares. In addition the Company through its Registrar and ShareTransfer Agent M/s Link Intime India Private Limited had also sent reminder to theconcerned shareholder informing them about the unpaid .
Pursuant to provisions of the Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013' the Company has the policy on PreventionProhibition and Redressal of Sexual Harassment of Women at Workplace and the same has beenhosted on the website of the Company.
There was no case of sexual harassment reported during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3)of Companies (Accounts) Rules 2014 are given at Annexure hereto and forms part ofthisReport.
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by employees for theservices rendered by them.
| ||For Hemang Resources Limited |
| ||Sd/- ||Sd/- |
|Place: Indore ||Mr. P.P. Agrawal ||Mr. S.V. Chaoji |
|Date: 13.08.2019 ||Director ||Director |
| ||DIN:00038545 ||DIN:03464544 |