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Hemo Organic Ltd.

BSE: 524590 Sector: Industrials
NSE: N.A. ISIN Code: INE422G01015
BSE 00:00 | 01 Feb 10.37 0.49
(4.96%)
OPEN

10.35

HIGH

10.37

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10.00

NSE 05:30 | 01 Jan Hemo Organic Ltd
OPEN 10.35
PREVIOUS CLOSE 9.88
VOLUME 20449
52-Week high 78.95
52-Week low 6.93
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.35
CLOSE 9.88
VOLUME 20449
52-Week high 78.95
52-Week low 6.93
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hemo Organic Ltd. (HEMOORGANIC) - Director Report

Company director report

Your Directors take pleasure in presenting their report on the business and operationsof your Company along with Audited Financial Statements for the year ended on March 312022.

FINANCIAL PERFORMANCE

(Rs in Thousands)

Particulars F.Y. 2021-22 F.Y. 2020-21
Revenue from Operations 68.30 80.70
Other Income - -
Total Income 68.30 80.70
Operating Expenditure before Finance Cost Depreciation and Amortization 690.94 559.43
Earnings before Finance Cost Depreciation and Amortization (622.64) (478.73)
Less: Finance Cost 1.04 -
Depreciation and Amortization Expenses - -
Profit/(Loss) before Tax (623.68) (478.73)
Less: Tax Expense - -
Profit/(Loss) after Tax (PAT) (623.68) (478.73)

Review of Performance

In the financial year 2021-22 the Company has earned ' 68.30 Thousands from revenuefrom operations compared to ' 80.70 Thousands for the financial year 2020-21. Due toincrease in Legal and professional expenses the Company has incurred Loss after tax of '623.68 Thousands during the financial year 2021-22 as compared to loss after tax of '478.73 Thousands in the financial year 2020-21.

Dividend & Reserves

In view of the loss made during the year your Directors regret to recommend anydividend for the year 2021-22 (previous year Nil).

During the year the Company has not apportioned any amount to other reserve. The lossincurred during the year has been carried to the Balance Sheet.

Change in Nature of Business

During the year under review there is no change in the Nature of business activitiescarried out by the Company.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at ' 35000.00 Thousandsdivided into 3500000 Equity Shares of ' 10 each and the Paid-up Share Capital stands at '34659.00 Thousands divided into 3465900 Equity Shares of ' 10 each. There has been nochange in the share capital during the period ended March 31 2022.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As on date of this report the Board of the Company comprises of five Directors out ofwhich two is Promoter Executive Director one is Non-Promoter Non-Executive Director andrest of the Directors is Non-Promoter Non-Executive Independent Directors. As on the dateof this report the Board comprises following Directors.

Name of Director Category Cum Designation Date of Appointment at current term Total Directorship No. of Committee ^ No. of Shares held as on March 31 2022
in which Director is Member in which Director is Chairman
Dr. Dineshbhai Patel Chairman and Managing Director (Promoter) August 28 1992 1 1 536940 Equity Shares
Mrs. Sonalben Patel Executive Director (Promoter) July 1 1994 1 1 - 47000 Equity Shares
Ms. Siyonaa Jhanwar Non-Executive Director October 5 2020 1 - - -
Mr. Krushnakant Patel Independent Director September 30 2006 1 2 2 -
Mr. Sanjeev Lodha Independent Director October 5 2020 1 2 - -

 

A Committee includes Audit Committee and Stakeholders Relationship Committeeacross all Public Companies.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Companies.None of the Director of the Company is holding position as Independent Director in morethan 7 Listed Companies. Further none of the Directors of the Company is disqualified forbeing appointed as a Director pursuant to Section 164 (2) of the Companies Act 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened todiscuss and decide on various business policies strategies and other businesses. Duringthe year under review Board of Directors of the Company met 4 (Four) times viz; June 302021; August 11 2021; November 13 2021 and February 14 2022.

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below;

Name of Director Dr. Dineshbhai Patel Mrs. Sonalben Patel Ms. Siyonaa Jhanwar Mr. Krushnakant Patel Mr. Sanjeev Lodha
Number of Board Meeting held 4 4 4 4 4
Number of Board Meetings Eligible to attend 4 4 4 4 4
Number of Board Meeting attended 4 4 1 4 4
Presence at the previous AGM Yes Yes No Yes Yes

Changes in Directors

During the Financial year 2021-2022 no director was appointed. However theappointment of Mr. Sanjeev Lodha (DIN: 02719095) and Ms. Siyonaa Jhanwar (DIN: 07857945)were regularized as Non-Executive Independent Director of the Company and as Non-Executive Director of the Company respectively. Moreover Mrs. Sonalben Patel (DIN02848171) and Dr. Dineshbhai Patel (DIN 00481641) were re-appointed as Executive Directorand Chairman and Managing Director of the Company respectively.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Dr. Dineshbhai Patel (DIN 00481641) Chairman and Managing Director ofthe Company retires by rotation at the ensuing Annual General Meeting. He beingeligible offers himself for re-appointment as such. The Board of Directors recommends hisappointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standard II on General Meeting of the person seeking re-appointment /appointment as Director is annexed to the Notice convening the thirtieth annual generalmeeting.

Independent Directors

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany had two Non-Promoter Non-Executive Independent Directors in line with theCompanies Act 2013.

A separate meeting of Independent Directors was held on February 14 2022 to review theperformance of Non-Independent Directors Board as whole and performance of Chairperson ofthe Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company athttp://hemoorganic.com/.

The Company had received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

Details of Key Managerial Personnel

In accordance with Section 203 of the Companies Act 2013 during the Financial Year2021-2022 the Company had Mr. Dineshbhai Patel as Chairman & Managing Director of theCompany and Mr. Dipak Rajnikant Joshi as Chief Financial Officer of the Company. MoreoverMs. Payal Rishabh Shah was acting as Compliance officer of the Company up to November 182021.

Post closure of financial year 2021 -22 Mr. Dipak Rajnikant Joshi has resigned fromthe post of Chief Financial Officer of the Company w.e.f. July 5 2022. The board hasappointed Mrs. Nishita Mayank Sanghvi as Company Secretary and Compliance Officer of theCompany w.e.f. May 4 2022.

At present Mr. Dineshbhai Patel and Mrs. Nishita Mayank Sanghvi are acting as KeyManagerial Personnel of the Company in terms of Section 203 of the Companies Act 2013.The Company is finding suitable candidate for the post of Chief Financial Officer of theCompany.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the performance of chairman was also evaluated on the key aspects of his role.

• Separate meeting of independent directors was held to evaluate the performanceof non-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Directors Responsibility Statement

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 preparation of annual accounts for the year ended March 31 2022 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had 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 had prepared the annual accounts for the year ended March 31 2022 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

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.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements ofthe relevant provisions of applicable laws and statutes details of which are givenhereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose ofrecommending the quarterly/half yearly/yearly financial results and the gap between twomeetings did not exceed one hundred and twenty days. The Audit Committee met Four (4)times during the financial year 2021-2022 viz; June 30 2021; August 11 2021; November13 2021 and February 14 2022.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2021-22
Held Eligible to attend Attended
Mr. Krushnakant Patel Independent Director Chairperson 4 4 4
Mrs. Sonalben Patel* Executive Director Member 1 1 1
Dr. Dineshbhai Pater Executive Director Member 3 3 3
Mr. Sanjeev Lodha Independent Director Member 4 4 4

* up to June 30 2021

 

^ w.e.f. July 1 2021

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Mr. Krushnakant Patel the Chairperson of the Committee had attended last AnnualGeneral Meeting of the Company held on September 29 2021.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard of Directors. Further the terms of reference roles and powers of the AuditCommittee is as per Section 177 of the Companies Act 2013 (as amended).

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company athttp://hemoorganic.com/.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal.

During the year under review the Nomination and Remuneration Committee met Two (2)times viz; August 11 2021 and February 14 2022.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2021-22
Held Eligible to attend Attended
Mr. Krushnakant Patel Independent Director Chairperson 2 2 2
Mr. Sanjeev Lodha Independent Director Member 2 2 2
Mrs. Siyonaa Jhanwar Non-Executive Director Member 2 2 1

Further the terms of reference of the Nomination and Remuneration Committee is as perSection 178 of the Companies Act 2013 (as amended).

Nomination and Remuneration Policy

The Company has in order to attract motivated and retained manpower in competitivemarket and to harmonize the aspirations of human resources consistent with the goals ofthe Company and in terms of the provisions of the Companies Act 2013 devised a policy onNomination and Remuneration of Directors Key Managerial Personnel and Senior Management.Key points of the Policy are:

A. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel

^ The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP and SeniorManagement personnel and recommend to the Board for his / her appointment.

^ A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

^ In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director key managerial personnel and senior managementpersonnel

The Company remuneration policy is driven by the success and performance of theDirector KMP and Senior Management Personnel vis-a-vis the Company. The Companyphilosophy is to align them and provide adequate compensation with the Objective of theCompany so that the compensation is used as a strategic tool that helps us to attractretain and motivate highly talented individuals who are committed to the core value of theCompany. The Nomination and Remuneration Policy as adopted by the Board of Directors isplaced on the website of the Company at http://hemoorganic.com/.

Remuneration of Directors:

(Rs in Thousands)

Name of Directors Designation Salary Sitting Fees Perquisite Total
Dr. Dineshbhai Patel Chairman and Managing Director 108.00 - - 108.00
Mrs. Sonalben Patel Executive Director 108.00 - - 108.00

3. Stakeholders' Grievances and Relationship Committee

The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of AnnualReport; Dividend Warrants; etc.

During the year under review Stakeholders Relationship Committee met Four (4) timesduring the financial year 2021-2022 viz; June 30 2021; August 11 2021; November 132021; and February 14 2022.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2021-22
Held Eligible to attend Attended
Mr. Krushnakant Patel Independent Director Chairperson 4 4 4
Dr. Dineshbhai Patel* Executive Director Member 1 1 1
Mrs. Sonalben Pater Executive Director Member 3 3 3
Mr. Sanjeev Lodha Independent Director Member 4 4 4

* up to June 30 2021

 

^ w.e.f. July 1 2021

Company Secretary and Compliance officer of the Company provides secretarial support tothe Committee.

During the year under review the Company had received Nil complaints from theShareholders. There was no complaint pending for resolution as on March 31 2022. Furtherthe terms of reference of the Stakeholder's Grievance & Relationship Committee is asper Section 178 of the Companies Act 2013 (as amended).

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2022.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of Sexual Harassment and we are complaintwith the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management foryour company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as stipulated under Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is attached and forms part of this Directors Report.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

Annual Return

The Annual Return for the financial year 2021-22 is uploaded on the website of theCompany and the same is available athttp://hemoorganic.com/data/Annual%20Report/2021-22/Annual%20Return%202021-22.pdf.

Contracts and Arrangements with Related Parties

During the financial year 2021-22 the company has not entered into any transactionswith related parties as defined under Section 2(76) of the Companies Act 2013 within themeaning of Section 188 of the Companies Act 2013.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year of the Company and the dateof this report.

Particular of Employees

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure - A.

Internal Financial Control

Your Company has laid down the set of standards processes and structure which enablesto implement internal financial control across the Organization and ensure that the sameare adequate and operating effectively.

Conservation of energy technology absorption and foreign exchange earnings and outgo

A. Conservation of Energy -

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. Technology Absorption -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement cost reduction product developmentor import substitution: None

iii. ) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: None

iv. ) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil Statutory Auditors

M/s. M A A K & Associates Chartered Accountants (FRN: 135024W) were appointed asStatutory Auditors of your Company at the Twenty fifth Annual General Meeting held onSeptember 30 2017 for a term of five consecutive years. The present term is expiring atthe Thirtieth Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the company is a part ofthis Annual Report. There are certain adverse remarks or disclaimer given by the Auditorsin their Report related to i) they have not been provided with the balance confirmation orany other details for the trade receivable and trade payable shown in the books ofaccounts ii) they have not been able to verify the transactional documents relating bankstatements. Four out of five account are not shown to them for verification and iii) TheCompany has not charged depreciation on the fixed assets during the year and accordinglyprovision of Indian Accounting Standards relating to depreciation and Deferred Tax Asset /Liabilities have not been followed.

Your Directors state that i) the Company has already started process of obtaining thebalance confirmation from trade receivable and trade payable and once received the samewill be provided to the Auditor; ii) further since some of the accounts of the Companyare dormant and accordingly the same have not been collected from the Bank and iii) Themanagement present that the amount of depreciation being negligible the same has been notbeen incorporated.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Payal Dhamecha proprietor of M/s. Payal Dhamecha & AssociatesPracticing Company Secretary (Unique Code: S2020GJ735800) Ahmedabad to undertake theSecretarial Audit of the Company for the financial year 2021-22. The Secretarial AuditReport is annexed herewith as Annexure - B.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport of Directors under relevant heading.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectively have been duly compliedby your Company.

Website

As per Regulation 46 of SEBI (LODR) Regulations 2015 the Company has maintained afunctional website namely "http://hemoorganic.com/" containing basic informationabout the Company. The website of the Company is also containing information likePolicies Shareholding Pattern Financial Results and information of the designatedofficials of the Company who are responsible for assisting and handling investorgrievances for the benefit of all stakeholders of the Company etc.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions occur on these items during the year under review;

(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 save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) 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;

(vii) Information on subsidiary associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of theassistance and co-operation extended by Investors Bankers Business Associates andGovernment. We are deeply grateful to shareholders for their continued faith confidenceand support to the company.

Registered office: By order of the Board of Directors
8-A Gulnar Chinar-Gulnar Appartment For HEMO ORGANIC LIMITED
V V Nagar Road Anand - 388 001 Gujarat CIN: L24231GJ1992PLC018224
Dr. Dinesh Patel
Place: Anand Chairman and Managing Director
Date: August 23 2022 DIN: 00481641

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