Your Directors present herewith the 11th ANNUAL REPORT together with the AuditedFinancial Statements and Auditors' report thereon for the year ended 31stMarch 2019.
FINANCIAL RESULTS/STATE OF COMPANY AFFAIRS:
The Financial Results of the Company for the year ended on 31st March 2019 are asfollows:-
| || |
(Rs. In Lacs)
|Particulars ||Year 2018-2019 ||Year 2017-2018 |
|Gross Income ||9800.35 ||8750.40 |
|Profit/(loss) Before Depreciation Amortization and Taxation ||424.69 ||375.65 |
|Depreciation and Amortization ||19.92 ||18.94 |
|Profit/(Loss) before Taxation ||404.77 ||356.71 |
|Extra Ordinary Item ||0 ||0 |
|Provision for taxation - For Current Tax ||(117.77) ||(117.31) |
|Income Tax (Prior Period) ||(0.68) ||(2.08) |
|Provision for taxation - For Deferred Tax ||0.02 ||(2.55) |
|Profit/(Loss) after Taxation ||286.34 ||234.77 |
DIVIDEND AND RESERVES:
During the year under review your Directors recommended payment of dividend Rs.
0.05 per share on 7544110 Equity Shares of Rs. 10/- each amounting to Rs. 377206/-.Further the Company has not transferred any amount to reserves during the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Vipin Prakash Mangal (DIN-02825511) was appointed asa Director of the Company in the previous Annual General meeting held on 28th September2018.
With effect from 16th February 2019 Mr. Vipin Prakash Mangal (DIN-02825511) wasappointed as a Chairman and Whole Time Director Mr. Sanjay Prakash Mangal (DIN-02825484)was appointed as a Managing Director and Mr. Santosh Nambiar (DIN-00144542) was appointedas a Whole-time Director of the Company for the term of three years.
Pursuart to the provisions of Section 152 of the Companies Act 2013 Mr. SantoshNambiar (DIN: 00144542). Director of the Company will retire by rotation at the ensuingAnnual General Meeting and he being eligible offers himself for reappointment Inaccordance with the provisions of Companies Act 2013. Your Directors recommend hisre-appointment.
During the year under review Mr. Hetal Shah has been appointed as a Chief FinancialOfficer (Key Managerial Personnel) and Mr. Utsav Trivedi has been appointed as a CompanySecretary (Key Managerial Personnel) with effect from 16th January 2019.
During the year under review the authorised share capital of the Company has beenincreased from Rs. 25000000/- to Rs. 115000000/-.
The Company has Issued fully paid-up 5388650 equity shares of Rs.10/- each by way ofbonus issue on 1st November 2018.
CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY:
The Company has been converted from Private Limited Company to Public Limited Companyafter obtaining approval of members in the extra-Ordinary general meeting held on 15thNovember 2018. Consequently the name of the company has been changed from HindprakashIndustries Private Limited to Hindprakash Industries Limited vide fresh certificate ofincorporation dated 29th November 2018 issued by Registrar of Companies.
MATERIAL CHANGES OR COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company under review and thedate of the Board's Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
It is hereby stated that:
(a) In the preparation of annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(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 at the end of the financial year and ofthe Profit of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts ongoing concern basis.
(e) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS OF THE BOARD:
During the year under review the Board of Directors duly met 8 times and the detailsof attendance of directors are as follows:
|Date || ||Name of Director || |
| ||Mr. Sanjay Prakash Mangal ||Mr. Santosh Nambiar ||Mr. Vipin Prakash Mangal |
|11.04.2018 ||V ||V ||N.A. |
|06.07.2018 ||V ||V ||N.A. |
|03.08.2018 ||V ||V ||N.A. |
|28.09.2018 ||V ||V ||V |
|01.11.2018 ||V ||V ||V |
|19.11.2018 ||V ||V ||V |
|16.01.2019 ||V ||V ||V |
|16.02.2019 || ||V ||V |
|Total ||8/8 ||8/8 ||5/5 |
The Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 during the period under review.
The Board of Directors of the company has complied with applicable SecretarialStandards issued by The Institute of Company Secretaries of India.
LOANS GUARANTEES & INVESTMENTS U/S 186:
Particulars of loans given and the Investments made by the Company if any during theyear under review are as mentioned in the Notes forming part of the Financial Statements.
EXTRACTS OF ANNUAL RETURN:
Extract of the Annual Return for the financial year ended under review in theprescribed form MGT-9 pursuant to provisions of Section 92(3) of the Companies Act 2013is annexed to this report as Annexure-I.
MAINTENANCE OF COST RECORDS:
The Directors of the Company to the best of their knowledge and belief state that theCompany has maintained adequate Cost records as required to be maintained by the Companyunder the provisions of Section 148 of the Companies Act 2013 read with the relevantRules framed thereunder.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review.
An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Womer at Workplace(Prevention Prohibition and Redressal) Act 2013.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Details of contracts or arrangements with related parties referred to in 188 (1) are asper Annexure-II.
STATUTORY AUDITORS AND THEIR OBSERVATION:
M/s. Kedia 81 Kedia Associates Chartered Accountants (Firm Registration Number:104954W) Statutory Auditors of the Company retires at the forthcoming Annual GeneralMeeting and being eligible offers themselves for re-appointment. The Board recommendstheir appointment at the ensuing Annual General Meeting for the term of five years tillthe conclusion of Annual General Meeting to be held for the Financial Year 2023-24.
The Auditors' Report to the members for the year under review does not contain anyqualification.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:
The Company has an adequate Internal Financial Control System commensurate with thesize scale and complexity of its operations. The scope and authority of the InternalFinancial Control function is well defined.
PARTICULARS OF EMPLOYEES:
During the year under review there are no employees drawing remuneration which is inexcess of the limit as prescribed under Section 197 of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
RISK MANAGEMENT POLICY:
The Management regularly reviews the risk and took appropriate steps to mitigate therisk. The company has in place the Risk Management policy. The Company has a robustBusiness Risk Management (BRM) frame work to identify evaluate business risks. Financialrisk Competition risk Human resource risk. In the opinion of the Board no risk has beenidentified that may threaten the existence of the Company.
The Directors are pleased to report that the relations between the employees and themanagement continued to remain cordial during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:
The Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated hereunder:-
Conservation of Energy:
1. The steps taken or impact on conservation of energy:-
The Company has taken measures and applied strict control system to monitor day to daypower consumption to endeavor to ensure the optimal use of energy with minimum extentpossible wastage as far as possible. The day to day consumption is monitored and variousways and means are adopted to reduce the power consumption in an effort to save energy.
2. The steps taken by the company for utilizing alternate sources of energy.
Company has not taken any step for utilizing alternate sources of energy.
3. The capital investment on energy conservation equipments.
Compary has not made any capital Investment on energy conservation equipments.
Compary has not imported any technology and hence there is nothing to be reported here.
(C) FOREIGN EXCHANGE EARNING AND OUT GO:
(i) The company is in the process of exploring the export markets.
(ii) The total foreign exchange earned Rs. 15735246/- (Previous Year Rs.10588952/-)
(iii) The total foreign exchange outgo Rs. 111373407/- previous Year Rs.210722461/-).
Your Directors are thankful to regulatory and Government authorities bankers andclients of the Company.
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For and on behalf of the Board
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For HINDPRAKASH INDUSTRIES LIMITED
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(formerly known as Hindprakash Industries Private Limited)
| ||(Signature) ||(Signature) |
| ||S.P. MANGAL ||S.N. NAMBIAR |
|Date: 03/06/2019 ||Managing Director ||Whole Time Director |
|Place: Ahmedabad ||DIN: 02825484 ||DIN: 00144542 |