Hindustan Wires Ltd.
|BSE: 504713||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE075C01010|
|BSE 00:00 | 23 Aug||40.00||
|NSE 05:30 | 01 Jan||Hindustan Wires Ltd|
Hindustan Wires Ltd. (HINDWIRES) - Director Report
Company director report
TO THE MEMBERS
Your Directors present their Annual Report together with AuditedFinancial statement s of the Company for the year ended on 31st March 2018
The Results are summarised below: (Rs. In Lacs)
OPERATIONS & GENERAL REVIEW
During the year the revenue from operations including income fromfinancing activities for the current year is Rs. 712.70 Lakhs as against Rs. 676.81 Lakhsin the previous year. During the year in the business of Gas re-filling station grosssales were at Rs. 542.67
Lakhs as against Rs. 523.64 Lakhs in the previous year. Further duringthe year the Company has earned interest amounting to Rs.
172.05 Lakhs as against Rs. 183.67 Lakhs in the previous year from itsfinancing activities. In addition the Company has also earned other income of Rs. 310.42Lakhs (including increase in fair value of investment amounting to Rs. 190.06 Lakhs) asagainst Rs. 165.68 Lakhs (including increase in fair value of investment amounting to Rs.49.07 Lakhs) in the preceding year mainly on account of receipt of Rent Storage chargesand income from providing Business Support Services etc.
In view of accumulated losses (before considering the increase in fairvalue of investments and other adjustments which has been done under IND-AS which areunrealised gains) your Directors do not recommend any dividend for the year ended 31stMarch 2018 as a matter of prudent financial policy.
STATE OF COMPANY AFFAIR
During the year the Company carried on its activities in manufacturingand trading in Industrial Gases and also undertaken financing and investment activities.The Company also earned income from Rent and from providing Business Support Services. TheCompany has well equipped re-filling station to process and fill different types of gasesin cylinders profit during the year is Rs. 277.48 Lakhs as against previousyear profit ofRs. 173.70 Lakhs. The net profit carried to balance sheet is Rs. 277.48 Lakhs.
There were no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and its future operations.
The Company has not accepted any Public Deposits covered under chapterV of the Companies Act 2013.
TRADING IN SHARES OF THE COMPANY
During the year the equity shares of the Company continued to trade atthe Stock Exchange of BSE Ltd.
DEPOSITORY SERVICES FOR EQUITY SHAREHOLDERS OF THE COMPANY
The Central Depository Services (India) LTD. (CDSL) and NationalSecurities Depository Limited (NSDL) have accepted the Equity Shares of the Company forDEMAT vide ISIN No. INE075C01010 hence the members of the Company are advised to avail ofthe Depository Services.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. Pooja Jhaver (DIN 02109201) a Director of Company retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment.
Mr. Krishna Murari Lal Mr. Jagdish Saran Baijal and Mr. Gobind RamGoenka all three Directors of the Company have attained the age of more than 75 years. Inview of the amendment in the SEBI Listing Regulations 2015 no Director who has attainedthe age of 75 years can be appointed or can continue as a Director after 01st April 2019unless approval of members is taken by a Special Resolution. Consequently approval of themembers of the Company is required by a Special Resolution for continuation of theirDirectorship on the Board of the Company. Considering their vast experience and knowledgeit is in the interest of the Company to retain them on the Board of the Company.Accordingly the members of the Company are requested to consider and approve theircontinuation of Directorship on the Board of the Company at its forthcoming Annual GeneralMeeting. During the year there is no change in the Key Managerial Personnel of theCompany.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors Mr. Krishna Murari Lal & Mr. JagdishSaran Baijal have given their declaration that they continue to meet the criteria ofIndependence as laid down U/s 149 (6) of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 yourDirectors on the basis of representations of the management confirm that: i) In thepreparation of the annual accounts for the year ended 31st March 2018 the applicableaccounting standards have been followed; ii) The directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that werereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the Company for theyear under review; iii) The directors have taken proper and sufficientcare 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; iv) The directors have prepared the annual accounts on a goingconcern' basis; and v) The directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; vi) The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
MEETINGS OF THE BOARD
During the financial year ended 31 st March 2018 four Board Meetingswere held i.e. on 30th May 2017 12th Sep 2017 8th Dec 2017 14th Feb 2018.
The Audit Committee of the Board of Directors oversees the financialstatement s and financial reporting before submission to the
Board on quarterly and yearly basis. The Audit Committee is responsiblefor the recommendation of the appointment remuneration performance and oversight of thework of the Internal and Statutory Auditors. It reviews the reports of the internalauditors and statutory auditors. At present there are Four members of the AuditCommittee out of which two are Independent Directors.
The composition of the Audit Committee is given below:
During the year Four Audit Committee Meetings were held on 30th May2017 12th Sep 2017 8th Dec 2017 14th Feb 2018.
NOMINATION & REMUNERATION COMMITTEE (NRC)
The Company is having a Nomination & Remuneration Committee whichwas constituted pursuant to the provisions of Section 178 of the Companies Act 2013. Thefunctions of this Committee include identification of persons who are qualified to becomedirectors or who may be appointed in senior management formulation of criteria fordetermining qualifications recommendations of their appointments to the Board evaluationof every director's performance formulation of Remuneration Policy to includerecommendation of remuneration for directors key managerial personnel and seniormanagement.
At present there are Four members of the Nomination & RemunerationCommittee (NRC) in which two are Independent Directors. The composition of the NRC isgiven below:
The Policy of the Company relating to the remuneration for theDirectors Key Managerial Personnel and other employees is annexed as Annexure A.
PARTICULARS OF EMPLOYEES & REMUNERATION
Disclosures required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 are annexed in Annexure B.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee comprises of two Directors i.e. Shri G.R. Goenka(Non-Executive Director) and Shri R.K. Gupta (Executive Director) to look after theredressel of shareholders and investors complaints. To expedite the process of sharetransfer the Board has delegated the power of share transfer to Share Transfer Committeeconsisting of Shri G.R. Goenka and Shri S.K. Sharma (Manager Finance & Accounts).
Pursuant to the provisions of the Companies Act 2013 the Board hascarried out the annual performance evaluation of its own performance the Directorsindividually including the Chairman of the Board as well as the evaluation of theCommittees of the Board.
Directors were evaluated on various aspects including inter-alia degreeof fulfilment of key responsibilities contribution at Board &
Committee Meetings and guidance & support to the Management outsideBoard & Committee Meetings. The performance evaluation of the Independent Directorswas also carried out by the entire Board. The result of the evaluation done by IndependentDirectors was reported to the Chairman of the Board. It was reported that the performanceevaluation of the Board & Committee's was satisfactory. The Chairman of the Boardprovided feedback to the Directors on an individual basis as appropriate. The Directorsexpressed their satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL SYSTEMS & RISK MANAGEMENT
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiencyeffectiveness ofsystems and processes and assessing the internal control strengths in all areas includingfor fraud prevention.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act 2013 with respectto CSR were not applicable to the Company as the Company's net worth or turnover oraverage net profits are below the threshold limit.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS & OUTGO
The information required under section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto andforms part of this Report- Annexure C.
The observation made in the Auditors' Report read together withrelevant notes thereon are self explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
M/s M.L. Garg & Co. Chartered Accountants New Delhi (FRN 001604N)were appointed for a period of Five years in the 57th AGM of the Company held on 1st Sep2017 to hold office from the conclusion of 57th Annual General Meeting until theconclusion of the 62nd
Annual General Meeting of the Company subject to the ratification ofthe appointment at each Annual General Meeting. However the requirement of theratification of the appointment of the Auditors at each Annual General Meeting has beendone away with vide Companies (Amendment) Act 2017. They have submitted a certificateconfirming that their appointment is in accordance with Section
139 read with section 141 of the Act.
The Board had appointed Mrs. Smita Sharma Practising CompanySecretary to carry out secretarial audit Pursuant to provisions of section 204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Secretarial Audit report is annexed herewith as "AnnexureD"
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended 31-03-2018contain a qualification that Chairman of the Audit Committee could not be present in theAGM on account of Medical Grounds. However the queries of the members in the AGM were wellattended by the Chairman of the meeting.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as "Annexure E".
Pursuant to section 134 (3) (n) of the Companies Act 2013 the companyhas constituted a Risk Management Committee. The
Company hasidentifiedthe effective steps to mitigate the same.potentialrisks andthreats andthe Company hastaken
Pursuant to the provisions of Section 177 (9) & (10) of theCompanies Act 2013 the Company has a Whistle Blower Policy which provides for properreporting systems for any unfair practice and adequate safe guard against victimisation ofpersons who use such mechanism.
PREVENTION OF INSIDER TRADING
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)Regulations 2015 the Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
All Board Directors and the designated employees have confirmedcompliance with the Code.
The Regulation 15(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 relating to Corporate Governance is not applicable to yourCompany since the Company's paid-up equity capital and net worth is below the thresholdlimit and as such no report on Corporate Governance is being submitted with this report.However the Company has substantially followed the norms of Corporate Governance.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORK PLACE
The Company has a policy of zero tolerance for sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under.
The Company has not received any complaint of Sexual Harassment duringthe financial year 2017-18.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186 OF THECOMPANIES ACT 2013
The Company in its usual course of business has given short term loanas per details given below. However there were no fresh investments during the year.
The Short Term loan given to IGL Infrastructure Pvt. Ltd. has beenutilized in their business of infrastructure activities.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has during the year entered into contracts or arrangementswith related parties in the usual course of business which are at competitive terms andare as such at arm's length. The details of such contracts are given in "AnnexureF" in Form No. AOC - 2. There was no contract or arrangement with the relatedparty which was not at arm's length. All the Related Party Transactions are in theinterest of the Company which are necessary for furtherance of the objectives of theCompany and to also smoothly run its operations of Industrial Gases and other businesssegments.
Related Party Disclosures as required under regulation 34(3) read withpara A' of the schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is given in "Annexure G".
MATERIAL CHANGES WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIALYEAR AND THE DATE OF THIS REPORT
The Company has entered into an Agreement for the sale of its land& building at Faridabad. This sale will not affect the going concern status of theCompany as after such sale the company will continue its operations from a nearby locationfrom the premises proposed to be taken on rent or otherwise it will have sufficientresources to enter into any other line of business.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management discussion and analysis report as required under ListingRegulations is annexed as "Annexure H".
Your Directors place on record their appreciation for the assistanceand co-operation received from business associates Govt. Authorities Banks and Membersof the Company and look forward to their continued support. Your Directors also wish toplace on record their appreciation for the dedication and commitment of the employees atall levels of the Company which continues to be our strength.
For and on behalf of the Board of Directors
Place: Noida Date: 16th May 2018
Annexure A to Directors' Report
Policy pursuant to provisions of Section 178 of the Companies Act 2013on appointment of Directors Key Managerial Personnel and Senior Management and theirremuneration. This Policy inter-alia includes:
1. Criteria of selection
In case of appointment of Independent Directors the Nomination andRemuneration Committee shall satisfy itself with regard to the independent nature of theDirectors vis--vis the Company so as to enable the Independent Director to discharge itsfunction and duties effectively. The Independent Director should meet the criteria ofIndependence given in the Act.
Non Executive Directors Whole Time Directors and KMP's are selected onthe basis of experience in the field of business management finance or technicalexpertise.
To identify individuals having potential for appointment as KeyManagerial Personnel and for other Senior Management positions.
At the time of appointment specific requirements for the positionincluding expert knowledge expected is communicated to the appointee.
To maintain an updated succession plan of the Board of Directors andSenior Management Employees
The Nomination and Remuneration Committee shall ensure that thecandidate identified for appointment as a Director is not disqualified for appointmentunder Section 164 of the Companies Act 2013.
2. Remuneration Policy : The key factors considered informulating the policy are as under :
Relationship of Remuneration to performance is clearly to attractretain and motivate the employees.
The remuneration to Whole Time Directors Key Managerial Personnel andSenior Management should involve a balance between fixed and incentive pay reflectingshort& long term performance objectives which are appropriate to the working of the
Company and its goals.
The Non-Executive Directors shall be entitled to receive remunerationby way of sitting fees for each meeting of the Board or Committee of the Board attended bythem or such sum as may be approved by the Board of Directors within the overall limitsprescribed under the Companies Act 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. In addition Directors shall be entitled to receivereimbursement of travelling & conveyance expenses for participation in the Board /Committee meetings.
ANNEXURE B to Directors' Report
Disclosure about employees as required under Companies (Appointment andRemuneration of Managerial Personnel)
(I) Particulars of Employees pursuant to section 134(3)(q) of theCompanies Act 2013 read with rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014
(II) None of the Company's employees has drawn salary more than Rs.10200000 per annum if employed throughout the year and more than Rs. 850000 permonth if employed for the part of the year. None of the Company's employees by himself oralong with his spouse and dependent children holds 2% or more equity shares of the Companyand drawing remuneration in
Information as per Section 134(3) (m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 and forming part of the Directors' Report for the yearended on 31st March 2018
CCONSERVATION OF ENERGY
(a) The following energy conservation steps were practised during theyear wherever required. (i) Putting up of LED lamps in place of conventional bulbs andtubes.
(ii) Providing automatic shut off twilight switch for lighting in andaround factory premises and use of more transparent sheets for daytime lighting.
(iii) Providing soft starters at electrical control panels which give asaving in power consumption.
(iv) Shutting down all electrical machineries and appliances when notin use to avoid unnecessary waste of energy. (b) The Company could not take any steps forutilising alternate sources of energy.
(c) Capital investment on Energy Conservation Equipments : Noinvestment was made or is proposed since the consumption of
Energy is not significant.
TECHNOLOGY ABSORPTION i) Efforts made in technology absorption: Notechnology was taken hence Not Applicable. ii) Benefits derived like product improvementcost reduction product development or import substitutions : NIL iii) Technologyabsorption and Adaptation : Technologies imported during the last 3 years : NIL iv)Research and Development : No specific research and development work was taken up.
FOREIGN EXCHANGE EARNINGS & OUTGO
During the year the Company's export earnings are NIL.
The total foreign exchange earned/utilised Nil.