To the Members
Hindustan Composites Limited
Your Directors are pleased to present the Fifty Seventh Annual Reporttogether with the Standalone and Consolidated Audited Financial Statements of the Companyfor the financial year ended 31st March 2021.
1. FINANCIAL HIGHLIGHTS
The Company's' financial performance for the financial year ended 31stMarch 2021 is summarized below:
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations ||18458.75 ||17805.19 ||18458.75 ||17805.19 |
|Other Income ||618.44 ||49.49 ||618.44 ||49.49 |
|Profit before Interest Depreciation and Taxes ||3385.63 ||2004.09 ||3258.83 ||1848.00 |
|Less: Interest ||19.59 ||22.31 ||19.59 ||22.31 |
|Less: Depreciation (Net) ||886.69 ||950.30 ||886.69 ||950.30 |
|Profit Before Tax ||2479.35 ||1031.48 ||2352.55 ||875.39 |
|Less: Provision for Tax ||380.19 ||-172.02 ||380.19 ||-172.02 |
|Profit After Tax ||2099.16 ||1203.50 ||1972.36 ||1047.41 |
|Other Comprehensive Income / Loss (Net of Tax) ||2938.68 ||32.41 ||3918.68 ||32.41 |
|Total Comprehensive Income ||5037.84 ||1235.91 ||5891.04 ||1079.82 |
2. OPERATIONAL PERFORMANCE
The company has achieved total revenue of Rs. 18458.75 Lakhs duringthe financial year 2020-21 compared to `17805.19 Lakhs in the previous year. The netmanufacturing revenue was higher by 4 % from Rs. 14489.55 Lakhs to Rs. 15006.48 Lakhsdespite losing production and sales in first quarter of the financial year on account ofCovid-19 lockdown.
Investment income during the financial year was also higher at Rs.3452.27 Lakhs compared to Rs. 3315.64 Lakhs in the previous financial year. It wasachieved with judicious deployment of funds in various assets despite volatile marketconditions and falling interest rates.
The gross profit of the company was substantially higher at Rs. 3385.63lakhs as against Rs. 2004.09 Lakhs in the previous financial year mainly on account ofhigher income and several cost rationalisation initiatives taken during the financialyear. After considering interest of Rs. 19.59 lakhs and depreciation of Rs. 886.69 LakhsProfit before tax was Rs. 2479.35 Lakhs. With a tax provision of Rs. 380.19 Lakhs profitafter tax was Rs. 2099.16 Lakhs as against `1203.50 Lakhs in the previous financial year.The other comprehensive income net of tax during the financial year was Rs. 2938.68 Lakhsand the total comprehensive income was Rs. 5037.84 Lakhs a huge increase against previousfigure of Rs. 1235.91 Lakhs.
3. COVID -19
In view of lockdown across the country due to the Covid-19 pandemicmanufacturing operations of the company were suspended temporarily for few weeks duringfirst quarter of the financial year in compliance with directives issued by the relevantauthorities. The financial results for 2020-21 were impacted by disruptions owing to thispandemic situation. The company has made an assessment of the recoverability and carryingvalues of its assets comprising property plant and equipment inventories receivablesand other assets as on 31st March21 and on the basis of evaluation no materialadjustments were required to be made in the financial results. The company has taken allnecessary steps and precautionary measures to ensure smooth functioning of its operationsand ensure the safety and well-being of all its employees. Considering the risksassociated with nature condition and duration of Covid-19 the impact assessment on thecompany's financial statements will be continuously monitored.
Against the backdrop of a challenging macro environment in thebeginning of the financial year all automotive plants were shut down transport industrycame to a grinding halt markets were closed and our several bulk orders were cancelled.Similarly the automobile industry's nascent recovery at the beginning of FY 2020-21was derailed due to tepid consumer sentiment and disrupted supply chain.
However towards the second half of the financial year under review thescenario improved significantly. Manufacturing plants started opening up in a phasedmanner and consumer sentiment improved which helped to create new opportunities in thevalue chain.
Besides a resurgent automotive demand our own cost rationalisationdrive growing share of value added products improved quality through R & D effortsand better work efficiency across all functions facilitated our comeback journey andimproved both revenue and profitability.
Though auto segment revived in the later part of the financial year butpain remained in Railway and State Transport segment as their movement remained veryrestrictive which resulted into poor demand of our product.
The investment segment also faced the similar challenges in thebeginning of the financial year due to liquidity crisis fear of higher NPAs fallinginterest rate and volatile stock market conditions. However Government announced severalstimulus packages to ease liquidity and boost the economy which improved the consumersentiments and restored the faith. It also provided some opportunities which helped us inincreasing the investment income. However company will continue to maintain itsconservative approach towards investment.
The working of Company's joint venture- Compo Advics PrivateLimited remained under pressure due to depressed market conditions as mentioned above.However several initiatives have been taken towards enlarging dealers networkintroduction of new references and cost reduction measures.
There is no change in the nature of business of the Company during thefinancial year under review.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting thefinancial position of the Company between the end of the Company's financial year towhich the financial statements relate and upto the date of this report except impact ofCovid-19 generated situation quantification of which cannot be done at this point oftime.
5. SHARE CAPITAL OF THE COMPANY
During the financial year under review there was no change in paid upshare capital of the Company. The paid up equity share capital of your Company as on 31stMarch 2021 was Rs. 73845000/- (Rupees Seven Crore Thirty Eight Lakhs
Forty Five Thousand only) divided into 14769000 equity shares of theface value of Rs. 5/- (Rupees Five only) each fully paid up.
6. DIVIDEND & DIVIDEND POLICY
Your Directors have recommended a dividend of Rs. 2 per share (previousfinancial year Rs. 2 per share) of Rs. 5 each being 40% (previous financial year 40%) onequity share capital for the financial year ended 31st March 2021. This will absorb totalcash outflow of Rs. 295.38 Lakhs. The dividend if approved will be paid to those memberswhose names shall appear on the Register of Members / List of Beneficiaries as onWednesday 22 nd September 2021
Pursuant to the revised provisions of Regulation 43A of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations")the Company has adopted the Dividend Distribution Policy w.e.f. 26 thMay 2021. The policy can be accessed on the Company's website athttps://www.hindcompo.com/ investor-relations/documents/dividend-distribution-policy.pdf
During the financial year under review Rs. 1000 Lakhs (previousfinancial year 1000 Lakhs) were transferred to the General Reserve.
8. SUBIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has a Joint Venture Company namely "Compo Advics(India) Private Limited". The Company had no subsidiary or associate company duringthe financial year under review.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013(the Act') a statement containing salient features of the financial statementsof the Joint Venture Company in Form AOC-1 is attached to the financial statements of theCompany forming part of this Annual Report.
9. CONSOLIDATED AUDITED FINANCIAL STATEMENTS
Pursuant to the provisions of Sections 129 and 133 of the Act read withthe Companies (Accounts) Rules 2014 and as required under Regulation 34 of the SEBIListing Regulations the Company has prepared Consolidated Audited Financial Statementsconsolidating financial statements of its Joint Venture Company namely "Compo Advics(India) Private Limited" with its financial statements in accordance with theapplicable provisions of Indian Accounting Standards ("IndAS").
The Consolidated Audited Financial Statements along with theIndependent Auditors' Report thereon are annexed and form part of this Report.
The summarized consolidated financial position is provided above inpoint no. 1 of this Report.
10. RISK MANAGEMENT AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policycovering the risk mapping trend analysis risk exposure potential impact and riskmitigation process. A detailed exercise is being carried out from time to time toidentify evaluate manage and monitoring of both business and non-business risk. TheBoard periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined framework.
Currently the most significant emerging risk is the ongoing outbreakof the novel corona virus (Covid-19). These are challenging times for the world at large.The outbreak of Covid-19 and its rapid acceleration across the globe are concerning. Whilethe human impact of the virus takes precedence for all of us we continue to monitor thedevelopments closely and are wary of the adverse impact on our business.
Pursuant to the revised provisions of Regulation 21 of the SEBI ListingRegulations the Company has constituted a Risk Management Committee comprising of Mr.Raghu Mody Executive Chairman Mr. P. K. Choudhry Managing Director Mr. Lalit KumarBararia and Mrs. Preeti Agrawal Independent Directors as its members w.e.f. 26 th May2021. Mr. Raghu Mody is Chairman of Risk Management Committee and the Company Secretaryand Compliance officer of the Company acts as the Secretary of the Committee.
The purpose of the Committee is to assist the Board of Directors infulfilling its oversight responsibilities with regard to enterprise risk management. TheCommittee shall review the risk management practices and actions deployed by theManagement with respect to identification impact assessment monitoring mitigation andreporting of key risks while at the same time trying to achieve its business objectives.Further the Committee shall endeavour to assist the Board in framing implementing andmonitoring the risk management plan for the Company and reviewing and guiding the riskpolicy.
This Committee shall have the primary responsibility of implementingthe Risk Management Policy of the Company and achieving the stated objective of developinga risk mitigated culture that supports decision making and helps improve theCompany's performance. The role and terms of reference of the Risk ManagementCommittee are in conformity with the requirements of the Act and Regulation 21 of SEBIListing Regulations.
11. ANNUAL RETURN
Annual Return of the Company as on 31st March 2021 in accordance withSection 92 (3) read with the section 134 (3)(a) of the Act will be placed on the websiteof the Company and can be accessed at the link https://www.hindcompo.com/investor-relations/annual-reports.htm
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March 2021 the Board comprised of seven directorsincluding one independent women director. The Board has an appropriate mix of ExecutiveDirectors Non-Executive Directors and Independent Directors which is in compliance withthe requirements of the Act and the SEBI Listing Regulations and is also aligned with thebest practices of Corporate Governance.
a) Retirement by rotation
In accordance with the provisions of Section 152 of the Act read withCompanies (Management and Administration) Rules 2014 and Articles of Association of theCompany Mr. Raghu Mody (DIN: 00053329) Executive Chairman and Whole Time Director of theCompany retires by rotation at the ensuing Annual General Meeting ("AGM") andbeing eligible has offered himself for re-appointment and your Board recommends hisre-appointment.
b) Appointment and reappointment
The Members in their 56 th Annual General Meeting held on 29 thSeptember 2020 had approved the appointment of Mr. Lalit Kumar Bararia (DIN 00204670) andMrs. Preeti Vimal Agrawal (DIN 08693668) as Independent Non - Executive Directors of theCompany for a period of five years both w.e.f. 13 th February 2020 . Further Mr. RaghuMody (DIN:00053329) was re-appointed as an Executive Chairman and Whole Time Director ofthe Company for a further period of three years to hold office from 1 th October 2020 to30 st September 2023.
There was no cessation from the Board of the Company during the periodunder review.
d) Declaration from Independent Directors
The Company has received declaration from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed bothunder Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulationsand pursuant to Regulation 25 of the said Regulations that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence. The Independent Directors have also confirmed thatthey have complied with Schedule IV of the Act and the Company's Code of Conduct.
Further the Independent Directors have also submitted theirdeclarations in compliance with the provision of Rule 6(3) of Companies (Appointment andQualification of Directors) Rules 2014 which mandated the inclusion of an IndependentDirector's name in the data bank of Indian Institute of Corporate Affairs("IICA") till they continue to hold the office of an independent director.
None of the directors of your Company are disqualified under theprovisions of Section 164(2) of the Act. Your directors have made necessary disclosuresas required under various provisions of the Act and the SEBI Listing Regulations.
In the opinion of the Board all the independent directors are personsof integrity and possesses relevant expertise and experience.
e) Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Actand the SEBI Listing Regulations for performance evaluation of the chairman boardindividual directors (including independent directors) and committees which includescriteria for performance evaluation of non-executive directors and executive directors.
The Nomination and Remuneration Committee of the Company has specifiedthe manner of effective evaluation of the performance of Board its committees andindividual directors of the Company and has authorized the Board to carry out theirevaluation based on the manner specified by the Nomination and Remuneration Committee. TheBoard has devised questionnaire to evaluate its performances and performance of itsCommittees and individual directors and the chairperson. The performance of each committeewas evaluated by the Board based on report on evaluation received from respective Boardcommittees. The reports on performance evaluation of the individual directors werereviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of directorscomprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth ofCompany and its performance;
iv. Providing perspectives and feedback going beyond informationprovided by the management.
The details of the programmes for familiarization of IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company and relatedmatters are put up on the website of the Company at the link: https: //www. hindcompo.com/investor-relations/documents/ familiarisation-programes-for-independent-director.pdf
f) Key managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
|Name ||Designation |
|1. Mr. Raghu Mody ||Executive Director & Chairman (Promoter) |
|2. Mr. P. K. Choudhary ||Managing Director |
|3. Mr. Sunil Jindal ||Chief Financial Officer |
|4. Mr. Vikram Soni ||Company Secretary and |
| ||Compliance Officer |
13. MANAGERIAL REMUNERATION AND OTHER DETAILS
Disclosure pertaining to remuneration and other details as requiredunder Section 197 of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report as "AnnexureA" and forms a part of this Report.
The statement containing particulars of employees as required underSection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this Report. Further in terms of Section 136 of the Act the report andaccounts are being sent to the members excluding the aforesaid annexure. The said annexureis available for inspection at the registered office of the Company during the workinghours and any member interested in obtaining a copy of the same may write to the CompanySecretary and Compliance Officer of the Company and the same will be furnished on request.
14. REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act and Regulation 19of SEBI Listing Regulations and on the recommendation of the Nomination and RemunerationCommittee the Board of Directors have adopted a policy for selection and appointment ofDirectors Key Managerial Personnel (KMPs') Senior Management Personnel(SMPs') and their remuneration including criteria for determiningqualifications positive attributes independence of a director and other related matters.
The Remuneration Policy is placed on the website of the Company viz.www.hindcompo.com.
15. MEETINGS OF THE BOARD
The Board met four times during the financial year under review thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe two consecutive meetings was within the period prescribed under the Act and SEBIListing Regulations .
16. COMMITTEES OF THE BOARD
Details of the Committees constituted by the Board under the Act andSEBI Listing Regulations along with their composition and changes if any during thefinancial year and the number and dates of meetings held during the financial year underreview are provided in the Corporate Governance Report which forms part of this Report.
17. AUDIT COMMITTEE AND ITS COMPOSITION
As on 31st March 2021 the Audit Committee comprised of Mr. LalitKumar Bararia Mr. A. B. Vaidya Mr. Deepak Sethi Lt. Gen. (Retd.) K. S. Brar and Mr.Raghu Mody. Mr. Lalit Kumar Bararia is Chairman of Audit Committee of the Company. TheCompany Secretary and Compliance officer of the Company acts as the Secretary of the AuditCommittee. All the recommendations made by the Audit Committee were accepted by the Boardof Directors of the Company. Other details with respect to Audit Committee are given inCorporate Governance Report.
The Audit Committee of the Company reviews the reports to be submittedto the Board of Directors with respect to auditing and accounting matters. It alsosupervises the Company's internal control financial reporting process and vigilmechanism.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and accordingto the information and explanations obtained by them and as required under Section 134(3)(c) read with Section 134(5) of the Act state that:
(a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
(b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
(c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the directors have prepared the annual accounts on a going concernbasis;
(e) the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
19. PUBLIC DEPOSITS
During the financial year under review the Company has not acceptedany public deposits within the meaning of Sections 73 and 76 of the Act read withCompanies (Acceptance of Deposits) Rules 2014.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OF THE ACT.
All contracts / arrangements / transactions entered by the Companyduring the financial year under review with related parties were in the ordinary course ofbusiness and on arm's length basis and are entered into based on considerations ofvarious business exigencies such as synergy in operations their specializations etc. andto further the Company's interests.
During the financial year under review none of the transactions hadwith related parties fall under the scope of Section 188(1) of the Act. Hence the Companyis not required to furnish disclosure of related party transactions as required underSection134 (3)(h) of the Act in Form AOC-2 for the financial year 2020-21.
In accordance with the provisions of Regulation 23 of the SEBI ListingRegulations the Company has adopted the policy on related party transactions and the sameis available on the Company's website at https://www.hindcompo.com/investor-relations/documents/related-party-transaction-policy.pdf.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013
The details of loans guarantee or investments made by the Companyunder Section 186 of the Act are given under notes to accounts on financial statementsforming part of this Annual Report.
22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to the provisions of Section 135 read with Companies(Corporate Social Responsibility) Rules 2014 the Company has formed Corporate SocialResponsibility Committee and a Policy on Corporate Social Responsibility(CSR'). As part of its initiatives under CSR taking into account the currentCovid-19 pandemic situation across the world and in order to support and assist theCentral Government to cater the public health emergency including the creation orupgradation of healthcare or medical facilities and other necessary infrastructure duringthe financial year under review the Company contributed a sum of Rs. 70 Lakhs to the PMCARES fund towards its CSR obligations. The policy on Corporate Social Responsibility hasbeen placed on the website of the Company i.e. www.hindcompo.com.
The details as per the provisions of Rule 8 of Companies (CorporateSocial Responsibility) Rules 2014 are annexed to this report as "Annexure -B" and forms a part of this Report.
23. WHISTLE BLOWER/ VIGIL MECHANISM POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avails of the mechanismand also provide for direct access to the Chairman of the Audit Committee in theexceptional cases.
The details of the Vigil Mechanism Policy is explained in the CorporateGovernance Report and the policy has been placed on the website of the company viz.www.hindcompo.com.
We affirm that during the financial year 2020-21 no employee ordirector was denied access to the Audit Committee.
24. STATUTORY AUDITORS
As per provisions of Section 139 of the Act read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in their 53 rd Annual GeneralMeeting held on 12th September 2017 appointed M/s. Bagaria & Co. LLP CharteredAccountants Mumbai (Firm Registration No. 113447W) as the Statutory Auditors of theCompany for a term of consecutive 5 years i.e. to hold office from the conclusion of 53 rdAnnual General Meeting till the conclusion of 58 th Annual General Meeting of the Companyto be held for the financial year ending 31st March 2022 subject to the ratification bymembers of the Company every year.
However after the amendment in Section 139 of the Act effective 7 thMay 2018 ratification by shareholders every year for the appointment of the StatutoryAuditors is no longer required; accordingly they will hold office upto the conclusion of58 th Annual General Meeting of the Company to be held for the financial year ending on31st March 2022.
M/s. Bagaria & Co. LLP has furnished written confirmation to theeffect that they are not disqualified from acting as the Statutory Auditors of the Companyin terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit andAuditors) Rules 2014.
25. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204(1) of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. M Baldeva Associates Company Secretaries Thane to undertakeSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport is annexed to this report as "Annexure C" and forms a part of thisReport.
26. INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act read with theCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committeere-appointed M/s. S M M P & Associates Chartered Accountants Mumbai asCompany's Internal Auditors. The Internal Auditors monitor and evaluate the efficacyand adequacy of internal control system in the Company its compliances with operatingsystems accounting procedures and policies at all locations of the Company and reportsare presented to the Audit Committee periodically.
27. COST RECORDS AND COST AUDITORS
As required under Section 148(1) of the Act the Company has preparedand maintained cost accounts and cost records in the prescribed manner.
As per the provisions of Section 148(2) & (3) of the Act read withthe Companies (Audit and Auditors) Rules 2014 the Board of Directors of the Company hasappointed M/s. M. R. Pandit & Co. Cost Accountants Aurangabad (Firm Registration No:00268) as Cost Auditors of the Company to conduct audit of cost records for the financialyears 2020-21 and 2021-22. A resolution seeking ratification of the members for theremuneration payable to the Cost Auditors for financial years 2020-21 and 2021-22 isprovided in the Notice of the ensuing 57 th AGM.
28. COMMENTS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIALAUDITORS
There is no qualification / observation/adverse remark in StatutoryAuditors' Report.
With respect to observations made by the Secretarial Auditors in theirreport your directors would like to state that:
During the period under review due to imposition of lockdown tocontain spread of Covid-19 pandemic there were several circulars and notifications issuedby the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Boardof India ("SEBI") as a special measure under the Act and various SEBIRegulations by extending the timelines of various compliances and by not chargingadditional fees for late filing of various forms any document return statement etc.required to be filed in the MCA-21 Registry and corporate announcements required to befield with the Stock Exchanges during the moratorium period and during the extended periodof such moratorium by MCA and SEBI the company appropriated the relaxations in compliancewith the provisions of such circulars and notifications and field some e-forms during themoratorium period and during such extended moratorium period.
Further none of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143(12) of the Act.
29. MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS RESPONSIBILITY REPORTAND CORPORATE GOVERNANCE REPORT
Pursuant to Regulations 34(2) & (3) and Schedule V of the SEBIListing Regulations the following have been made part of the Annual Report and areattached to this Report:
Management Discussion and Analysis Report
Business Responsibility Report
Corporate Governance Report
Declaration on compliance with Code of Conduct
Certificate from Practicing Company Secretary that none of thedirectors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as directors of companies
Auditors' Certificate regarding compliance of conditions ofCorporate Governance
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There was no significant or material order passed by any regulator orcourt or tribunal which impacts the going concern status of the Company or will havebearing on Company's operations in future.
31. INTERNAL FINANCIAL CONTROL WITH REFERENCE
TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systemscommensurate with the nature of its business size and complexity of its businessoperations. Internal control systems comprising of policies and procedures are designed toensure reliability of financial reporting compliance with policies proceduresapplicable laws and regulations and that all assets and resources are acquiredeconomically used efficiently and adequately protected.
32. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Pursuant to the provisions of Section 125 of the Act read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 (theRules') all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the said Rules the shares on which dividend remained unpaidor unclaimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. Accordingly during the financialyear 2020-21 the Company transferred 22005 equity shares to the demat account of theIEPF Authority as per the requirements of the IEPF Rules for the dividend remainedunclaimed / unpaid upto financial years 2012-13.
In terms of the provisions of Section 125 of the Act and said Rulesduring the financial year 2020-21 an amount of Rs. 456226/- being remained unpaid /unclaimed dividend for the financial year 2012-13 was transferred to the IEPF.
Further the unpaid and unclaimed dividend amount lying with the Companyfor financial year 2013 - 14 is due to transfer to the IEPF in the month of October 2021.The details of the same are available on the Company's website viz.www.hindcompo.com.
Mr. Vikram Soni Company Secretary and Compliance Officer of theCompany is appointed as the Nodal officer to ensure compliance with the IEPF Rules.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
Pursuant to the provisions of Section 134(3)(m) of the Act read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of EnergyTechnology Absorption Foreign Exchange earnings and outgo are annexed to this report as"Annexure - D" and forms a part of this Report.
34. CREDIT RATINGS:
Acuite Ratings & Research Limited has reaffirmed the followingcredit ratings for Company's long term and short term instruments:
|Scale ||Amount (Rs. in Cr) ||Rating |
|Long Term Instruments (fund based) ||9.00 ||ACUITE A- /Stable |
|Short Term Instruments (fund based + non fund based) ||16.00 ||ACUITE A2+ |
|Total ||25.00 || |
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and your directors confirm compliance of the same during thefinancial year under review.
36. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with the provisions relating to theconstitution of the Internal Complaints Committee and has constituted an internalcomplaint committee under Section 4 of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the financial year under reviewthere was no complaint filed before the said Committee and there was no complaint pendingat the beginning or end of the financial year under review.
37. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE2016
During the financial year under review no applications was made orproceeding initiated against the Company under the Insolvency and Bankruptcy Code 2016nor any such proceeding was pending at the end of the financial year under review.
38. VALUATION OF ASSETS
During the financial year under review there was no instance ofone-time settlement of loans / financial assistance taken from Banks or FinancialInstitutions hence the Company was not required to carry out valuation of its assets forthe said purpose.
39. TRANSFER OF UNCLAIMED SHARES TO UNCLAIMED SUSPENSE ACCOUNT OF THECOMPANY
During the financial year under review the company has transferredshares to the unclaimed suspense account in compliance with the with the proceduralrequirements as specified in Schedule VI of the SEBI Listing Regulations the details ofthe number of shares transferred to the Unclaimed suspense account are provided in theCorporate Governance report which forms a part of this annual report.
Your Directors would like to place on record their sincere appreciationfor the continued co-operation guidance support and assistance extended during thefinancial year under report by our bankers customers suppliers and Government agencies.The Board of Directors wishes to express its appreciation for the valuable contributionmade by the employees at all levels during the financial year under report.
| ||For and on Behalf of the Board of Directors |
| ||of Hindustan Composites Limited |
| ||Raghu Mody |
| ||Chairman |
| ||DIN: 00053329 |
|Place: Mumbai || |
|Date: 26 th May 2021 || |