Hindcon Chemicals Ltd.
|BSE: 535053||Sector: Industrials|
|NSE: HINDCON||ISIN Code: INE642Y01011|
|BSE 05:30 | 01 Jan||Hindcon Chemicals Ltd|
|NSE 05:30 | 01 Jan||Hindcon Chemicals Ltd|
Hindcon Chemicals Ltd. (HINDCON) - Director Report
Company director report
Your Directors take pleasure in presenting the 20th (Twentieth) Annual Report togetherwith the Audited Annual Accounts of your Company for the year ended March 31 2018.
(Rs. in Lakhs)
State of Company's Affairs and Operations
During the year under review your Company has achieved a Total Turnover of ' 3507.74lakhs which is 3.33% higher as compared with the corresponding previous financial year:The EBIDTA of the Company has increased by 48.24% as compared with the previous financialyear Further the Company has earned a net profit of ' 397.52 lakhs i.e. 93.23% higher ascompared with the previous financial year The Company has produced 13678.05 MT of SodiumSilicate and Construction Chemicals during the financial year as compared to 12326.44 MTof Sodium Silicate and Construction Chemicals in the previous financial year which is10.97% higher as compared with the corresponding previous financial year
There is no change in the nature of business of the Company during the financial year2017-18.
Our Company has a varied product base to cater to the requirements of our customers. Wehave developed a wide portfolio of over 100 products which has made us one stop-shopprovider of construction chemicals. Our Product portfolio includes protective waterproofing coatings Sodium Silicates etc. Our strength lies in understanding therequirements of the customer and our execution capabilities. As a certification of thequality assurance and standardization of the products Our Company has maintained ISO9001: 2015 certification from UKAS Management Systems. Our Company has also received anISO 22716: 2007 certificate for Manufacturing & Dispatch of Sodium Silicate and CementAdditive (Construction Chemicals). Our focus on quality has enabled us to sustain and growour business model to benefit our customers. Our Company is managed by a team ofexperienced personnel having experience in different aspects of chemical industry Webelieve that our qualified and experienced management has substantially contributed to thegrowth of our business operations. We believe our track record of timely delivery ofquality products and demonstrated technical expertise has helped in forging strongrelationships with our customers. The Company is focusing on increasing the production toachieve at least 18000 MT of Sodium Silicates and Construction Chemicals in the financialyear 2018-19.
In order to conserve the financial resources to meet the working capital requirementsof the Company your Board considers it prudent not to recommend any dividend on theEquity shares of the Company for the Financial Year 2017-18.
The Company has not accepted any deposit during the year under review.
Increase of Authorized Share Capital
To facilitate issue and allotmentof the bonus shares and Initial Public Offer; theauthorized share capital of the Company was increased from ' 15000000/- to '110000000/- with due approval of the shareholders in ExtraOrdinary General Meeting ofthe Company held on 30th June 2017.
In view of consistent growth in the profitability of the Company over the years theBoard of Directors of the Company decided to reward the Stakeholders of the Company bycapitalizing a part of the accumulated profits standing to the credit of reserve andsurplus of the Company. Accordingly with the approval of the shareholders the Board hasissued Bonus Shares in the proportion of four Equity Shares for every one fully paidEquity Shares to the existing shareholders of the Company. Therefore after the issue andallotment of Bonus Shares on 8th August 2017 the paid up equity share capital of theCompany has been increased to ' 74781250/-.
Initial Public Offer and Listing of Shares of The Company in National Stock Exchange ofIndia Limited - SME Platform
With the objective to meet the working capital requirements and also to meet generalCorporate expenses the Management of the Company with prior approval of the shareholdersin its last Annual General Meeting held on 22nd September; 2017 had come out with publicissue of equity shares for 2760000 equity shares of ' 10/- each for cash at a premium of' 18/- aggregating to ' 77280000/-. It was an immense pleasure to the Company that itsshares were over-subscribed by 132 times at the time when issue was open to the public.
Further the Company got its shares listed on National Stock Exchange of India Limited-SME platform on 9th March 2018. The post public issue of equity the share capital stoodat ' 102381250/- divided into 10238125 equity shares of ' 10/- each.
Transfer To Reserve
The Company has not transferred any amount in the general reserve for the financialyear under review.
Alteration of Articles of Association
The Company has altered & replaced its Articles of Association (AOA) as per therequirements of the Companies Act 2013 by passing special resolution in Extra OrdinaryGeneral Meeting.
Directors' Responsibility Statement
Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) 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 at the end of the financial year and ofthe profit of the company for the year ended on 31st March 2018;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The particulars and information of the employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been set out as Annexure - C' to this Report.
Conservation of Energy Research & Development Technology Absorption ForeignExchange Earnings and Outgo
Information related to conservation of energy Research & Development technologyabsorption foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 are given in the'Annexure - A' as attached hereto and forming part of this Report.
The website of your Company www.hindcon.com displaysthe Company's businesses up-front on the home page. The site carries a comprehensivedatabase of information of all the Chemicals and Chemical products including the FinancialResults of your Company Shareholding Pattern Directors'& Corporate profile detailsof Board Committees Corporate Policies and business activities of your Company. All themandatory information and disclosures as per the requirements of the Companies Act 2013and Companies Rules 2014 and as per the SEBI (LODR) Regulations 2015 has been uploaded.
Listing of Securities in Stock Exchanges
The shares of the Company are presently listed at the National Stock Exchange of IndiaLimited - SME. The Company is registered with both NSDL & CDSL for holding the sharesin dematerialized form and open for trading. The Company has paid Listing Fees to theStock Exchange and the depositories.
Directors and Key Managerial Personnel (KMP)
i) Retirement by Rotation:
Mrs Nilima Goenka (DIN: 00848225) Executive Director of the Company pursuant to theprovisions of Section 152(6) and other applicable provisions of the Companies Act 2013retires by rotation at the ensuing Annual General Meeting and being eligible offeredherself for re-appointment.
ii) Resignation of Directors:
Mr Kashi Nath Dey (DIN: 05191586) Whole-time Director had resigned from his office ofthe Directors of the Company w.e.f June 1 2017 during the FY 2017-18. Your Board took onrecord the valuable services rendered by him during his tenure.
iii) Appointment /Re-appointment of Executive Directors/ Independent Directors:
a) Mrs Nilima Goenka (DIN: 00848225) was appointed as an Executive Director of theCompany by the Board of Directors in its meeting held on June 12017 for a period of 3(three) years with immediate effect at a remuneration and on such terms and conditionspursuant to the provisions of sections 196 197 198 read with Schedule V and/or any otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and her appointment was approved bymembers by passing a special resolution in the Extra - Ordinary General Meeting held on30th June 2017.
b) Mr Binay Kumar Agarwal (DIN: 01342065) was appointed as an Additional IndependentDirector of the Company by the Board in its meeting held on August 8 2017 for a period of5 (five) years with immediate effect on such terms and conditions as approved by the Boardand the same was approved by the shareholders in the Annual General Meeting held on 22ndSeptember 2017.
c) Mr Girdhari Lal Goenka (DIN: 00613725) was appointed as an Additional IndependentDirector of the Company by the Board in its meeting held on August 8 2017 for a period of5 (five) years with immediate effect on such terms and conditions as approved by the Boardand the same was approved by the shareholders in the Annual General Meeting held on 22ndSeptember 2017.
d) Mr Krishna Kumar Tantia (DIN: 00315796) was appointed as an Additional IndependentDirector of the Company by the Board in its meeting held on August 8 2017 for a period of5 (five) years with immediate effect on such terms and conditions as approved by the Boardand the same was approved by the shareholders in the Annual General Meeting held on 22ndSeptember 2017.
iv) Appointment and Resignation of Whole-time Key Managerial Personnel (KMP):
The present Whole-time Key Managerial Personnel of the Company are as follows:-
i. Mr Sanjay Goenka - Managing Director
ii. Mr Kashi Nath Dey - Chief Financial Officer
iii. Ms Surbhi Saraf - Company Secretary & Compliance Officer
Ms Surbhi Saraf was appointed as the Company Secretary & Compliance Officer(designated as the Wholetime Key Managerial Personnel) of the Company by the Board in itsmeeting held on June 1 2017 with effect from that date pursuant to the provisions ofSection 203 and other applicable provisions of the Companies Act 2013 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
Mr Kashi Nath Dey was appointed as the Chief Financial Officer (designated as the Wholetime Key Managerial Personnel) of the Company by the Board in its meeting held on June 12017 with effect from that date pursuant to the provisions of Section 203 and otherapplicable provisions of the Companies Act 2013 the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015).
None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013 and rules made thereunder or any other provisions of the CompaniesAct 2013. The Directors have also made necessary disclosures to the extent as requiredunder provisions of section 184(1). In accordance with Section 149(7) of the Act eachIndependent Director has given a written declaration to the Company conforming that hemeets the criteria of independence as mentioned under section 149(6) of the Act andRegulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
All members of the Board of Directors and senior management personnel affirmedcompliance with the Company's code of conduct policy on an annual basis.
Auditors and Their Reports
(i) Statutory Auditors:
The present Statutory Auditors M/s Pawan Gupta & Co. Chartered Accountants holdsoffice upto the conclusion of the Annual General Meeting (AGM) to be held for thefinancial year 2018-19. With the amendment of Section 139 of the Companies Act 2013 andRule 3(7) of The Companies (Audit and Auditors) Rules 2014 as amended by the Companies(Amendment) Act 2017 effective from 7th May 2018 the ratification of the Auditors ineach of the Annual general meeting has been done away with and they would not be subjectto ratification during continuation of in the office of the Auditors' of the CompanyAccordingly requisite modification has been proposed for consideration of the shareholdersin the ensuing Annual General Meeting.
The Notes to Accounts as referred in the Auditors Report are self-explanatory andhence does not call for any further explanation.
(ii) Internal Auditor:
The Board had appointed M/s Amit Ved Garg & Co. Chartered Accountants as theInternal Auditors of the Company to carry out the Internal Audit for the year 2017-18under the provisions of section 138 of the Companies Act 2013.
The Company has received consent letter from M/s Amit Ved Garg & Co. CharteredAccountants for their re-appointment as the Internal Auditors of the Company for thefinancial year 2018-19 and the Board has re-appointed them accordingly
(iii) Secretarial Auditor:
The Board had appointed Mr Santosh Kumar Tibrewalla Practicing Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2017-18 under the provisions of section 204 of the Companies Act 2013.
The report of the Secretarial Auditor for the FY 2017-18 is enclosed as Annexure - D'in Form MR-3 to this Board's Report which is self-explanatory and hence do not call forany further explanation.
The Company has received consent letter from Mr Santosh Kumar Tibrewalla PracticingCompany Secretary for his re-appointment as the Secretarial Auditor of the Company for thefinancial year 2018-19 and the Board has re-appointed him accordingly
Your Company has practiced sound Corporate Governance and takes necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions and strive to comply non-mandatory requirements ofCorporate Governance. Your Company has complied with the requirements of the Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as issued by Securities and Exchange Board of India and as amended fromtime to time. Your Company has given its deliberations to provide all the information inthe Board's Report and the Corporate Governance Report as per the requirements of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as a matter of prudence and good governance.
Report on Corporate Governance Practices and the Auditors Certificate regardingcompliance of conditions of Corporate Governance and certification by CEO/Whole timeDirector & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015
Management Discussions & Analysis Report
A report on Management Discussion & Analysis is given as 'Annexure - E' to thisreport.
Code of Conduct for Prevention of Insider Trading
In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company's website:www.hindcon . com.Further in accordance with the provisions of Regulation 8 of SEBI (Prohibition of InsiderTrading) Regulations 2015 your Company has already adopted the code of practices andprocedures for fair disclosure of Un-published Price Sensitive Information and formulatedthe code of conduct of the Company
Indian Accounting Standards
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (IND AS) applicable tocertain classes of companies. IND AS has replaced the existing Indian GAAP prescribedunder section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts)Rules 2014. However the Company is exempted from applicability of IND AS and accordinglythe accounts has been prepared as per IGAAP
Disclosures as per Applicable Act and SEBI (LODR) Regulations 2015
i) Related Party Transactions:
All transactions entered with related parties during the FY 2017-18 were on arm'slength basis and were in the ordinary course of business and provisions of Section 188(1)are not attracted. There have been no materially significant related party transactionswith the Company's Promoters Directors and others as defined in section 2(76) of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015 which may have potentialconflict of interest with the Company at large. Details of contracts which are not onarm's length basis and material transaction on arm's length basis are detailed in theannexed Form AOC 2 'Annexure - F' to the Boards' Report.
The other disclosures regarding the related party transactions are given in the notesto accounts. The Company has also formulated a policy on dealing with the Related PartyTransactions and necessary approval of the Audit Committee and Board of Directors weretaken wherever required in accordance with the Policy.
ii) Number of Board Meetings:
During the financial year ended March 31 2018 9 (Nine) Board Meetings were held onJune 1 2017 August 8 2017 September 15 2017 December 15 2017 January 23 2018February 8 2018 February 14 2018 March 7 2018 and March 30 2018. The gap between anytwo consecutive meetings did not exceed one hundred and twenty days in terms of theRegulation 17(2) of Securities & Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges Secretarial Standardsand the provision of Companies Act 2013. The attendance details of each Director at theBoard meetings held during their tenure is given herein below:
* Resigned from directorship of the Company w.e.f June 1 2017.
# Appointed as an Executive Director of the Company w.e.f June 1 2017.
## Appointed as Independent Directors of the Company w.e.f August 8 2017.
The meetings of the Board are generally held at the Registered Office of the Company.
iii) Committees of the Board:
As on March 312018 the Board had three Committees: the audit committee the nominationand remuneration committee and the stakeholder's relationship committee.
iv) Composition of Audit Committee:
The Audit Committee presently comprises of Mr Binay Kumar Agarwal being the Chairmanand Mr Krishna Kumar Tantia and Mr Sanjay Goenka being the members of the Committee as onMarch 31 2018. During the financial year ended March 31 2018 1(one) Audit Committeemeeting was held on March 30 2018 The attendance details of each member at the AuditCommittee meetings are given below:
v) Composition of Nomination and Remuneration Committee:
The Nomination and Remuneration Committee presently comprises of Mr Girdhari Lal Goenkabeing the Chairman and Mr Krishna Kumar Tantia and Mr Binay Kumar Agarwal being themembers of the Committee as on March 31 2018. No meeting of the Committee was held duringthe financial year 2017-18.
vi) Composition of Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee presently comprises of Mr Binay Kumar Agarwalbeing the Chairman and Mr Krishna Kumar Tantia and Mrs Nilima Goenka being the members ofthe Committee as on March 31 2018. No meeting of the Committee was held during thefinancial year 2017-18.
vii) Extracts of Annual Return:
The details forming part of the extract of the Annual Return in MGT-9 as provided undersection 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is enclosed as 'Annexure - G' in Form MGT-9.
viii) Risk Analysis:
The Board has developed and implemented a risk management policy identifying thereinthe elements of risk that may threaten the existence of the Company. The Company has inplace a mechanism to inform the Board members about the risk assessment their comparisonagainst benchmarks or standards and determination of an acceptable level of risk andmitigation plans and periodical reviews to ensure that the critical risks are controlledby the executive management.
ix) Internal Financial Control:
The Company has in place adequate internal financial control as required under section134(5)(e) of the Actand the same was evaluated by the Audit Committee. During the yearsuch controls were tested with reference to financial statements and no reportablematerial weakness in the formulation or operations were observed. The Statutory Auditorsof the Company conducted audit on the Company's internal financial control over financialreporting and the report of the same is annexed with Auditors' Report.
x) Loans Guarantees and Investments:
During the year under review your Company has invested and deployed its surplus fundsin Securities Bonds units of Mutual Funds Fixed deposits etc. which is within theoverall limit of the amount and within the powers of the Board as applicable to theCompany in terms of section 179 and 186 of the Companies Act 2013. The particulars of allsuch loans guarantees and investments are entered in the register maintained by theCompany for the purpose.
xi) Subsidiaries Associates or Joint Ventures:
As on 31st March 2018 Company has only one Subsidiary Company - Padmalaya VinimayPrivate Limited.
The consolidated financial statement in this Annual Report is as per the AccountingStandards as laid down by the Institute of Chartered Accountants of India. In accordancewith Section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information will also be available onour website including financial statement of Subsidiary Company. These documents will alsobe available for inspection during business hours at the Registered Office of the Company.The Company will also make available copy on specific request by any member of theCompany interested in obtaining the same. In accordance to regulation 33 of Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company opts to submit consolidated financial results only onAnnual basis and the same has been intimated to the Stock Exchange.
Further a statement containing the salient features of the financial statement of ourSubsidiary Company in the prescribed format AOC-1 is appended as 'Annexure - B' to thisBoard's Report.
xii) Evaluation of the Board's Performance:
During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 has continued to adopt formal mechanismfor evaluating its performance and as well as that of its Committees and individualDirectors including the Chairman of the Board. The exercise was carried out through astructured evaluation process covering various aspects of the Boards functioning such ascomposition of the Board & Committees experience & competencies performance ofspecific duties & obligations governance issues etc. Separate exercise was carriedout to evaluate the performance of individual Directors including the Board as
a whole and the Chairman who were evaluated on parameters such as their participationcontribution at the meetings and otherwise independent judgements safeguarding ofminority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors Committees of the Board and Boardas a whole were carried out by the Independent Directors in their separate meeting.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
xiii) Nomination Remuneration and Evaluation Policy:
The Policy in compliance with the provisions of the Companies Act 2013 read with theRules made therein and the Listing Agreement entered with the stock exchanges (as amendedfrom time to time) is formulated to provide a framework and set standards. The salientfeatures of the policy are as follows :
a) Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)and Senior Management Executives of the Company.
b) Remuneration payable to the Directors KMPs and Senior Management Executives.
c) Evaluation of the performance of the Directors.
d) Criteria for determining qualifications positive attributes and independence of aDirector
The detailed Nomination & Remuneration Policy of the Company is placed on theCompany's website and can be viewed at:
xiv) Vigil Mechanism (Whistle Blower Policy):
By virtue of Whistle Blower Policy the Directors and employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to provide necessary safeguards forprotection of Directors or employees or any other person who avails the mechanism fromreprisals or victimization for whistle blowing in good faith. This policy also allows thedirect access to the Chairperson of the Audit Committee. During the year under review theCompany has not reported any complaints under Vigil Mechanism.
Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: www.hindcon.com .
The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral. During the yearunder review no complaints with allegations of sexual harassment were filed.
Post Balance Sheet Events
There is no material changes in commitments affecting the financial position of theCompany occurred since the end of the financial year 2017-18.
The industrial relation during the year 2017-18 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant & material orders passed by regulators / courts /tribunals impacting going concern status and Company's operations in future.
Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support co-operationand their valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.
On behalf of the Board of Directors
For Hindcon Chemicals Limited