TO THE MEMBERS OF HINDUSTAN APPLIANCES LIMITED
The Directors have pleasure in presenting their Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2017.
| || ||(Rs.in Lacs) |
|Particulars ||Year ended 31.3.2017 ||Year ended 31.3.2016 |
|Income from operation ||59.07 ||71.99 |
|Gross Profit / loss Before Taxation ||47.87 ||62.08 |
|Deduct:- || || |
|Provision for taxation ||14.79 ||19.20 |
|Income Tax of Earlier Years ||(0.02) ||(0.01) |
|Net profit /( Loss) for the year ||33.10 ||42.89 |
RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
Total income for the year is Rs. 59.07 Lacs against Rs. 71.99 Lacs in the previousyear. Profit after tax for the year is Rs. 33.10 Lacs against profit of Rs. 42.89 Lacs inthe previous year.
There are no material changes and commitments have occurred after the close of thefinancial year till the date of this report which affect the financial position of theCompany.
DIVIDEND AND TRANSFER TO RESERVE
In order to conserve the financial resources for the long term needs of the Company theDirectors do not recommend any dividend and no amount is transferred to Reserves for thefinancial year 2016-17.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis report for the year under review as required underSEBI Regulations is attached as a separate statement.
During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 74 of the Companies Act 2013 read with Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re-enactment(s) for the time being in force)hence there is no details to disclose as required under Rule 8(5)(v) and (vi) of theCompanies (Accounts) Rules 2014.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:-
The particulars of subsidiary Companies as on March 31 2017 have been included in FormMGT - 9 which is annexed to this report in Annexure II and in Form AOC-1 which is annexedto this report in Annexure III.
Necessary measures have been adopted to comply with the requirements of the listingagreement with stock exchange wherein the company's shares are listed. A separate Sectionon corporate governance report forms part of this annual report.
A certificate from the auditors of the company regarding compliance of the conditionsof corporate governance is attached to this report.
CONSOLITED FINANCIAL STATEMENTS;
In accordance with the Companies Act 2013 (The "Act") and AccountingStandard (AS) - 21 on consolidated Financial Statements and the audited consolidatedfinancial statement along with notes Annexed to or forming part of financial statementsAuditors report and Board's report of the subsidiaries are provided in the Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties wherein ordinary course of business and on arms length basis andthat the provisions of Section 188 of the Companies Act 2013 are not attracted. Thusdisclosure in Form AOC-2 is not required. Your Directors draw attention of the members toNote 16 to the financial statement which sets out related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 and rules framed thereunderrelating to Corporate Social Responsibility (CSR) are not applicable to this Company.
The Risk Management Policy has been framed implemented and monitored. Major riskidentified by the businesses and functions are systematically monitored through mitigatingactions on continuing basis.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation and Subsequent Re-Appointment And Key Managerial Personnel:
Mrs. Kanan Hemang Shah (DIN: 03327700) Non-Executive Director is liable to retire byrotation at the ensuing AGM pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014and the Articles of Association of your Company and being eligible have offered herselffor reappointment. Appropriate resolutions for their re-appointment are being placed foryour approval at the ensuing AGM. The brief resume of the Directors and other relatedinformation has been detailed in the Notice convening the AGM of your Company. YourDirectors recommend her re-appointment as Non-Executive Director of your Company.
Mr. Kalpesh Rameshchandra Shah Managing Director and Mr. Sanjay Amrutlal Desai CFOare the Key Managerial Personnel of your Company in accordance with the provisions ofSections 2(51) 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s)or re-enactment(s) for the time being in force).
Declaration of Independence:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1 )(b) of Lisiting Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
Evaluation of Board's Performance:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modiflcation(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors / Board / Committees was carried out.
The Company has devised a policy for performance in relation to Independent Directors* Board Committees which includes criteria for performance evaluation of theNon-Executive and Executive Directors.
The detailed programs for familiarization of Independent Directors with the Companytheir roles rights and responsibilities in the Company nature of the industry in whichthe Company operates business model of the Company are being shared and discussed.
In a separate meeting of Independent Directors' performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the view 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 and individualdirectors was also
discussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent directors being evaluated.
Directors' Responsibility Statement:
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
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 as at March 31 2017 and of the profitand loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
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 are operatingeffectively.
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
AUDITORS AND AUDITORS REPORT
M/s. A. C. MODI & ASSOCIATES Chartered Accountants Mumbai hold the office tillthe conclusion of the ensuing Annual General Meeting of the Company. The Board hasrecommended the appointment of M/s. N. B. Purohit & Co. Chartered AccountantsMumbai as Statutory Auditors of the Company in their place for a term of 5 consecutiveyears from the conclusion of the ensuing Annual General Meeting of the Company scheduledto be held on 29th September 2017 till the conclusion of the Annual GeneralMeeting to be held in the year 2022 for the approval of shareholders of the Company basedon the recommendation of the Audit Committee.
The Company has received a letter from M/s. N B. Purohit & Co. to the effect thattheir appointment if made would be within the prescribed limits under Section 141(3)(g)of the Companies Act 2013 and they are not disqualified for appointment.
The Auditors Report does not contain any qualification or adverse remarks hence noexplanations or comments is required to be given by the Board in the report.
The Board has appointed D. Kothari & Associates Practicing Company Secretary toconduct the Secretarial Audit for the financial year ended 2016-17. The Secretarial Auditreport for the financial year ended March 31 2017 is annexed herewith and marked asAnnexure I to this report. Regarding the observations in the Secretarial Audit Reportdirectors wish to clarify that due to financial constraints economic reasons andadministrative difficulties Equity
Shares of the Company have not been demated and consequently the Company is not able toconduct e-voting besides the share are not traded as also the floating stock of thepublic holding is very meager. The management has taken steps to comply the requiredcompliances within the constraints mentioned herein as soon as possible.
The Vigil Mechanism of the Company which also includes Whistle Blower Policy includesan ethics and compliance task force comprising senior executives of the Company. Protecteddisclosures can be made by Whistle Blower through an email or letter to the Chairman ofthe Audit Committee.
Meetings of the Board
Four meetings of the Board of Directors were held during the year on the followingdates namely 30/5/2016 12/08/2016 14/11/2016 and 10/02/2017.
Particulars of loans given investments made Guarantees given and Securities provided
The Company has not given any loans or made any investments u/s 186 of the CompaniesAct 2013.
Conservation of Energy technology absorption and foreign exchange earning and outgo
The Company is not engaged in manufacturing activities however wherever possible theCompany has taken measures to conserve the energy.
FOREIGN EXCHANGE EARNING : NIL
FOREIGN EXCHANGE OUTGO : NIL
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isannexed as Annexure II to this report.
Particulars of employees and related disclosures
The total number of permanent employee as on 31/3/2017 was 2.
The Company has not paid any remuneration to Whole-time Director / Managing Directorand hence the question of furnishing information regarding ratio of remuneration of eachdirector to the median remuneration of the employees of the Company is not applicable.
There was no remuneration paid to any director and hence furnishing the detailsregarding the comparison of remuneration of the Key Managerial remuneration againstcompany performance and percentile increase key parameters for variable components is notapplicable.
Market Capitalization as on 31/3/2016 Rs. 210.54 Lacs Market Capitalization as on31/3/2017 Rs. 210.54 Lacs There is no change in market capitalization
PE ratio as on 31/3/2016 Rs. 4.88
PE ratio as on 31/3/2017 Rs. 6.36
The Company does not have any employee whose particulars are required to be disclosedin terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hencefurnishing of the same does not arise.
Prevention of Sexual Harassment in the Company
The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. All employees arecovered under this policy.
Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prohibition Prevention andRedressal) Act 2013.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as the provisions were not applicable to the company or there were notransactions on these items during the year under review:
i. Issue of Equity Shares to differential rights has to dividend voting or otherwise.
ii. Issue of shares (including sweat equity shares) to employees of the Company.
iii. The Company does not have any subsidiaries hence the question of receivingremuneration or commission by the Managing Directors or Whole Time Directors of theCompany from subsidiary does not arise.
iv. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operation in the future.
v. Material changes on commitments affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
vi. The details of the top ten employees and employees who were drawing remuneration inexcess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with Section 197 of the Companies Act 2013.
A rKNOWI FDGEMENT
Your Directors would like to access the sincere appreciation for the assistance andcooperation received from Shareholders Bank Government Authorities and other Businessconstituents during the year under review.
Place : Mumbai
Date : 24th August 2017