Hemang Resources Limited
Flat A2 Harington Court 99 Harington Road
Chetpet Chennai Tamil Nadu - 600031
The Board of Directors hereby presents its 29th Director's Report onbusiness & operations of Hemang Resources Limited ("the Company")along with Audited Financial Statements for the financial year ended 31stMarch2022.
The Company's Financial Performance for the year ended 31st March 2022 issummarized below:
(Rs. in Lakhs)
|Particulars ||For the year ended 31.03.2022 ||For the year ended 31.03.2021 |
|Total Revenue ||7868.48 ||1358.76 |
|Expenses excluding Depreciation Finance Cost & Tax ||5020.59 ||1964.31 |
|Profit / (Loss) before Depreciation Finance Cost & Tax ||2847.89 ||(605.55) |
|Less: Depreciation & Amortization ||1.16 ||1.53 |
|Finance Cost ||26.70 ||46.54 |
|Profit/(Loss) before tax ||2820.03 ||(653.62) |
|Add\ (Less) : Prior period adjustments ||- ||- |
|Add \(Less) : Provision for Income-Tax ||867.93 ||(149.55) |
|Profit/(Loss) after Tax ||1952.10 ||(504.07) |
|Add: Balance brought forward from last year ||(2259.42) ||(1698.21) |
|Add: Reversed from Capital Redemption Reserve ||- ||- |
|Amount available for Appropriation ||(307.32) ||(2202.28) |
|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 |
|Balance carried forward ||(307.32) ||(2259.49) |
In the Financial Year 2021-22 your Company has posted Turnover of Rs. 7868.48 Lakhs ascompared to the turnover of Rs. 1358.76 Lakhs in previous financial year and the profitearned for the financial year under review was Rs. 1952.10 Lakhs as compared to loss ofRs. (504.07) Lakhs in previous financial year.
The Company has entered into One Time Settlement with Bank of India dated 09.06.2021which has resulted in getting better results.
Your Directors are delightful to inform you that during the year under review there isan increase of 99.84% in the revenue of the Company as compared to the previous year.
? Turnover increased by 99.92% to Rs. 5308.37 Lakhs.
? PBDIT increased by 100.43% to Rs. 2170.69 Lakhs.
? PBT increased by 100.43% to Rs. 2170.69 Lakhs.
? Net Profit increased by 89.24% to Rs. 1302.76 Lakhs.
MATERIAL CHANGES AND COMMITMENT
There has been no change in the nature of business of the Company during the FinancialYear ended March 31 2022.
As on March 31 2022 the Authorized Share Capital of the Company is Rs. 2300.00 Lakhsbifurcated into Rs. 1500.00 Lakhs as Equity Share Capital and Rs. 800.00 Lakhs asPreference Share Capital and Paid-up Share Capital is Rs. 2120.00 Lakhs bifurcated intoRs.1320.00 Lakhs as Equity Share Capital and Rs. 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 no amount was transferred to Capital Redemption Reserve and GeneralReserve.
With a view to plough back the profit of the Company for future expansion/requirementyour directors do not recommend dividend to Equity and Preference Shareholders for thefinancial year ended 31st March 2022.
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) Rules 2014 in thefinancial year ended March 31 2022.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review forms part of theAnnual Report.
Your Board states that Company was in financial stress and because of the same itsAccounts got NPA and since then the credit rating assigned by ICRA Limited as on 31stMarch 2021 was "D" rating for the Long term Loan and "D" for shortterm Non- Fund based limits.
However your Directors are pleased to inform you that as on date Company is neitherhaving any working capital term loan nor having any outstanding debt. Company has alsosettled One Time Settlement with BOI which indicates positive outlook and which in turnwill lead to restoration of fair credit reliability.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following changes occurred in the position of Directors/KMPs of the Company from 1stApril 2022 till the date of this report:
|S.No. ||Name of Director/KMPs ||Date of Appointment/ (Cessation) ||Event |
|1. ||Mr. Surinder Singh Bhatia (DIN: 00038741) ||(25/08/2021) ||Resignation as Non-Executive Director of the Company. |
|2. ||Mr. Dharmendra Soyal Company Secretary & Compliance Officer & Chief Financial Officer ||(19/04/2021) ||Resignation as Company Secretary & Compliance Officer & Chief Financial Officer (KMP) of the Company. |
|3. ||Ms. Saloni Kochar Company Secretary & Compliance Officer & Chief Financial Officer ||11/06/2021 ||Appointed as Company Secretary & Compliance Officer and Chief Financial Officer (KMP) of the Company. |
|4. ||Mr. Nikhil Dhanotiya (DIN: 09220437) ||29/06/2021 ||Appointed as Additional Director (Category: Independent) |
|5. ||Mr. Sumit Upadhayay (DIN: 08526456) ||(29/06/2021) ||Resignation as Independent Director of the Company. |
|6. ||Ms. Komal Jitendra Thakker ||25.08.2021 ||Appointed as an Additional Director and Whole Time Director of the Company. |
In terms of Section 149 of the Act and the SEBI Listing Regulations Mr. NikhilDhanotiya (DIN: 09220437) and Ms. Shikha Jain (DIN: 08087342) are the IndependentDirectors of the Company as on date. All the Independent Directors of the Company havegiven declarations under Section 149(7) of the Act that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theSEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgment and withoutany external influence.
Mr. Sumit Upadhayay (DIN: 08526456) has resigned from the post of Independent Directorwith effect from the closing hours of 29th June 2021 and Mr. Nikhil Dhanotiya(DIN: 09220437) has been appointed as Additional Director (Category: Independent) w.e.f.29th June 2021. Further Shareholders at its 28th Annual GeneralMeeting approved regularization of Mr. Nikhil Dhanotiya to be appointed as an IndependentDirector of the Company.
Key Managerial Personnel
In terms of Section 203 of the Act the Key Managerial Personnel (KMPs) of the Companyduring FY 2021-2022 are:
|S. No. ||Name of the person ||Designation |
|1 ||Ms. Komal Jitendra Thakker ||Chief Executive Officer (CEO) |
|2 ||Ms. Saloni Kochar ||Chief Financial Officer (CFO) |
|3 ||Ms. Saloni Kochar ||Company Secretary & Compliance officer |
Mr. Dharmendra Soyal Company Secretary and Compliance Officer and Chief FinancialOfficer (CFO) of the Company resigned from the office with effect from 19thApril 2021 and Ms. Saloni Kochar has been appointed as Company Secretary & ComplianceOfficer and Chief Financial Officer (CFO) of the Company with effect from 11thJune 2021.
The Board placed on record its sincere appreciation for the invaluable contribution andguidance provided by Mr. Dharmendra Soyal previous Company Secretary and Chief
Financial Officer (CFO) during his respective tenure and welcomes the incoming CompanySecretary and Chief Financial Officer (CFO) on the Board of the Company.
MEETINGS OF THE BOARD
There were Six meetings of the Board of Directors held during the financial year underreview. For more details please refer to the Corporate Governance Report which formspart 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 the following Committees in Compliance withthe provisions of the Companies Act 2013 and the SEBI Listing Regulations:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee and
iv. Corporate Social Responsibility Committee*
Corporate Social Responsibility Committee has been constituted w.e.f. 27.05.2022.
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 by theSecurities 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 2021-22.
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 312022 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 31 2022 and of the Profit 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.
The Risk Management Policy can be accessed on the Company's website at:
Link - http: / / www.bhatiacoalindia.com/BIIL/InvRelation.htm
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 at
M/s Satish Kumar & Associates Chartered Accountant Chennai (ICAI FirmRegistration No. 017448S) the Statutory Auditors of the Company hold office until theconclusion of 29th Annual General Meeting. M/s. Sathish Kumar & AssociatesChartered Accountants Chennai (FRN: 017448S) has been merged with the firm into M/s. A VRatnam & Co. Chartered Accountants (FRN: 003028S) with effect from July 19 2021 andthe letter to that effect was received by the Company on August 11 2021. Accordingly theBoard of Directors of the company in their meeting held on August 13 2021 took note ofthe same and recommended for noting and approval of the shareholders of the company forthe Change in the name of Statutory Auditor Firm due to merger and appointment of M/ s. AV Ratnam & Co. Chartered Accountants (FRN: 003028S) on the same terms and conditionsincluding remuneration for the remaining tenure for which M/s. Sathish Kumar &Associates Chartered Accountants Ahmedabad (FRN: 017448S) was appointed by theshareholders of the Company.
Further M/ s. A V Ratnam & Co. Chartered Accountants (FRN: 003028S) has beenproposed to be re-appointed as Statutory Auditor of the Company to hold office from theconclusion of 29th (Twenty Nineth) Annual General Meeting till the conclusionof Thirty Forth (34th) Annual General Meeting of the Company. Pursuant toSection 141 of the Act the Auditors have represented that they are not disqualified andcontinue to be eligible to act as the Auditor of the Company. The Report of the StatutoryAuditor forming part of the Annual Report does not contain any qualification reservationadverse remark or disclaimer. The observations made in the Auditor's Report areself-explanatory and therefore do not call for further comments.
Further The Auditor of the Company has not reported any fraud as specified under thesecond proviso to Section 143(12) of the Act.
PRESENTATION OF FINANCIAL STATMENTS
The Company has adopted Ind AS from April 01 2017 and these financial statements arecompany's Ind AS Financial Statements. The Financial Statements have been prepared inaccordance with Indian Accounting Standards (Ind AS) as per the Companies (IndianAccounting Standards) Rules 2015 notified under Section 133 and other relevant provisionsof 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
Pursunat to Section 92 and Section 134 The Ministry of Corporate Affairs (MCA) hasnotified the Companies (Management and Administration) Amendment Rules 2020 wherein thecompanies are no longer required to attach extracts of Annual Return.
In compliance of the above amendment the Annual Return as on March 31 2022 in formMGT- 7 is available on the website of the Company athttp://bhatiacoalindia.com/BIIL/Index.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 Whistleblower 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 at
Link - http: / / www.bhatiacoalindia.com/BIIL/InvRelation.htm CODE OF CONDUCT
The Board has laid down a code of conduct for Board members & Senior ManagementPersonnel as per Regulation 17 & 26 (3) of the Listing Regulations& has beenposted on the website of the Company
All the Board members & Senior Management Personnel have affirmed compliance withthe said code of conduct for the year ended 31st March 2022.A declaration tothis effect signed by the Whole-Time Director forms part of this Annual Report.
The Board has adopted the Insider Trading Policy in accordance with the requirements ofthe SEBI (Prohibition of Insider Trading) Regulations 2015.The Insider trading Policy ofthe Company covering code of practices and procedures for fair disclosure of UnpublishedPrice Sensitive Information and Code of Conduct for the prevention of Insider Trading hasbeen posted on the website of the Company.
Link -https://www.bhatiacoalindia.com/BIIL/Document/Insid Trading code.pdf
All the Board members & KMPs have affirmed compliance with the said code of conductfor the year ended 31st March 2022.
Pursuant to the provisions of Section 204 of Companies Act 2013 and the rules madethereunder the Board of Director appointed M/s. Ajit Jain & Co. Company Secretary inpractice (Membership No.: 3933) to undertake the Secretarial Audit of the Company for thefinancial year ended March 31 2022. The Secretarial Audit Report for the year 2021-2022in 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
During the year under review the provisions of section 135 pertaining to CorporateSocial Responsibility (CSR) has become applicable on the Company on the basis of the netprofit of immediately preceding Financial Year (2021-22).
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 during theyear 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 Obligation and Disclosure Requirement)Regulation 2015 giving information pertaining to the Board and its Committees form partof this report.
All Board members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the financial year 2021-22. 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
During the year under review no amount of unpaid Dividend and Shares has beentransferred to IEPF as Company has not declared any Dividend for the Financial Year2014-2015.
DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are available for dematerialization with both NSDLand CDSL under ISIN INE930A01010. As on 31st March 2022 98.48% equity shareswere in demat form and remaining 2.24% equity shares were in physical form.
HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION
Human Resource plays vital role in the Company. If finance is the blood of anyorganization then Human Resource is not less than pulse which keeps running production bytheir hard work day and night. Company focuses on creating best health and safetystandards and also has performance management process to motivate people to give theirbest output and encourages innovation and meritocracy.
Personnel relation with all employees remained cordial and harmonious at all levelsthroughout the year. Directors wish to place on record their sincere appreciations for thecontinued sincere and devoted services rendered by all the employees of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder the Company hasInternal Complaints Committees (ICC) who inquire into complaints of sexual harassment andrecommend appropriate action.
During the year under review no compliant was received from any employee of theCompany and hence no complaint was outstanding as on 31st March 2022.
The Board states that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:
Details relating to deposits covered under Chapter V of the Act.
Issue of Sweat Equity Shares to employees of the Company under any scheme
Details pertaining to Employee Stock Options (ESOPs) as no ESOPs wereoutstanding as on 31st March 2022.
Issue of differential shares with voting rights as to dividend voting orotherwise
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future
No fraud has been reported by the Auditors to the Audit Committee or the Board.
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 of thisReport.
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/- |
|Ms. Komal Jitendra Thakker ||Mr. Nikhil Dhanotiya |
|Whole Time Director ||Director |
|DIN: 07062825 ||DIN: 09220437 |
|Place: Indore || |
|Date: 09.08.2022 || |