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Hindustan Hardy Ltd.

BSE: 505893 Sector: Auto
NSE: N.A. ISIN Code: INE724D01011
BSE 00:00 | 09 Dec 269.60 4.15
(1.56%)
OPEN

270.00

HIGH

270.00

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264.00

NSE 05:30 | 01 Jan Hindustan Hardy Ltd
OPEN 270.00
PREVIOUS CLOSE 265.45
VOLUME 537
52-Week high 334.40
52-Week low 83.95
P/E 7.40
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 270.00
CLOSE 265.45
VOLUME 537
52-Week high 334.40
52-Week low 83.95
P/E 7.40
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hindustan Hardy Ltd. (HINDUSTANHARDY) - Director Report

Company director report

[Pursuant to Section 134(3) of the Companies Act 2013]

To

The Members

HINDUSTAN HARDY LIMITED

The Directors have pleasure in presenting the Thirty Ninth Annual Report together withthe Statement of Accounts for the year ended on March 312021.

FINANCIAL RESULTS:

Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
Rs. in Lakh Rs. in Lakh
Revenue from Operations 4461.30 3909.84
Other Income 5.16 28.51
Total Income 4466.47 3938.35
Profit before Interest. Depreciation and Tax 519.48 105.45
Finance Cost 18.61 30.61
Depreciation 60.03 61.69
Profit/Loss before tax 440.84 13.16
Tax Expenses 122.36 9.97
Profit/Loss after Tax 318.48 3.19
Other Comprehensive Income/(loss) for the year (12.14) (2.13)
Profit/Loss for the year attributable to owners of the company 306.34 1.06
Surplus brought forward from Previous Year 253.62 274.33
Profit available for appropriation 559.96 275.39
Proposed Dividend - -
Tax on Proposed Dividend - -
Surplus Carried Forward 559.96 275.39

OPERATIONS/STATE OF COMPANY'S AFFAIRS

The year got off to a slow start due to the lockdown on account of the COVID-19pandemic. Due to government regulations the company was forced to close manufacturingoperations for the first one and a half months of the year. The company only restartedmanufacturing on May 10th and that too with limited manpower.

The sales in the first quarter accounted for barely 10% of total sales for the year.Sales steadily increased on a quarterly basis as restrictions were relaxed both acrossIndia and globally. The company had a very strong fourth quarter as both domestic andexport markets performed well and sales were strong across all segments. Sales would havebeen even higher; however certain export shipments could not be dispatched during Marchdue to non-availability of containers. This is a global problems which still persists.

Sales increased 13.4% on a y/o/y basis despite one and a half months of no productionor dispatch. This was also due to a low base as sales in FY 19-20 were affected by theautomotive recession and the abrupt lockdown in the middle of March. Sales for FY 20-21were nearly back to FY 18-19 levels despite the fact that they were effectively achievedin 10.5 months.

The company's cost reduction efforts across all areas hugely benefited the bottom line.Additionally increased focus on more profitable segments increased the operating margin.Export sales realization was boosted by the weak rupee.

Skyrocketing commodity prices negatively impacted the bottom line. Steel pricesincreased by nearly 30% during the year and continue to increase. These increases arecompensated by domestic customers but not by export customers. That too domestic customersgenerally compensate with delayed effect. Additionally suppliers of bought out componentsand consumable items also demanded price increases across the board and these increasesare not compensated by most customers. The steep increase in petroleum and paper productsalso led to an increase in the cost of paint and packing material. The company continuesits value engineering efforts to try and offset this impact.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

The Board of Directors has recommended dividend of @ Rs. 2/- per share (20%) on theequity shares of the Company for the financial year 2020-2021.

OUTLOOK

The first quarter v/as impacted by the second wave of the COVID-19 pandemic and thelockdown in Maharashtra and Nashik which affected manufacturing activity. The effect oflocal lockdowns and restrictions on shop timings was severely felt by the aftermarketsegment.

Though the situation has improved things remain highly uncertain with the Deltavariant spreading across the globe and also talk of a third wave in India.

Commodity prices namely steel and petroleum continue to rise and steel mills areexpected to hike prices even further. There has been a sustained quarterly increase insteel prices from October 2020 onwards.

Additionally the Merchandise Exports from India Scheme (MEIS) is being replaced by theRemission of Duties and Taxes on Exported Products (RoDTEP) scheme. Realisations underMEIS were ~ 2.99 % of FOB value of export turnover whereas that under RoDTEP will be under0.5%.

The company is continuing its efforts to expand its product offering and target newcustomers. These efforts are somewhat hampered by limitations on travel and also the factthat many companies have put new supplier development activities on hold due to thepandemic. Despite these setbacks management is trying to identify new customer segmentsfor both new and existing products.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year and the date ofthe report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors of the Company were held during the year. DIRECTORSAND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and Articles ofAssociation Mr. S. C. Saran (DIN: 00032194) Director of the Company retires at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:

1. Mr. Vijay Pathak Executive Director & COO

2. Ms. Devaki Saran Executive Director & CFO

3. Ms. Sunita Nisal Company Secretary

The Board at its meeting held on August 13 2021 reappointed Ms. Devaki Saran (DIN06504653) as a Wholetime Director designated as Executive Director and CFO and Mr. VijayPathak (DIN 02700611) as a Wholetime Director designated as Executive Director and ChiefOperating Officer (COO) of the Company with effect from August 14 2021 and October 92021 respectively for a period of 3 and 3.5 years respectively.

The necessary resolutions seeking approval of the Members for the reappointment of Mr.Vijay Pathak (DIN 02700611) as Director and Wholetime Director designated as ExecutiveDirector and COO and the reappointment of Ms. Devaki Saran as Wholetime directordesignated as Executive Director & CFO have been incorporated in the notice of theforthcoming annual general meeting of the Company along with a brief profile about theirqualifications and experience.

DECLARATION FROM INDEPENDENT DIRECTORS

Directors who are independent directors have submitted a declaration as required undersection 149(7) of the Act that each of them meets the criteria of independence as providedin sub Section (6) of Section 149 oftheActand under regulation 16 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timeand there has been no change in the circumstances which may affect their status asindependent director during the year. In the opinion of the Board the independentdirectors possess appropriate balance of skills experience and knowledge as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the followingmembers

1. Mr. S. C. Saran

2. Mr. Jehangir H. C. Jehangir

3. Mr Richard Koszarek

4. Mr. Navroze S Marshall

4 (Four) meetings of the Audit committee were held during the financial year.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism("Vigil Mechanism") for employees including directors of the Company to reportgenuine concerns. The provisions of this policy are in line with the provisions of theSection 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on theCompany's website www.hhardys.com

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS

The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement as adopted by the Board of Directors are placed on the website of the Company(www.hhardys.com). There has been no change in the policies since the last fiscal year.

We affirm thatthe remuneration paid to the directors is as per the terms laid out inthe remuneration policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

The internal auditors also regularly reviews the adequacy of internal financial controlsystem.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act. the Annual Return ason March 312021 is available on the Company's website on www.hhardys.com.

AUDITORS

The Members of the company had at its Annual General Meeting (AGM) held on 18thAugust 2017 appointed M/s. Daga & Chaturmutha Chartered Accountants. Nashik (ICAIRegistration No- 101987W) as the Statutory Auditors for a period of 5 (five) consecutiveyears from the conclusion ofthe Thirty Fifth AGM till the conclusion of the fortieth AGMM/s. Daga & Chaturmutha Chartered Accountants have submitted a certificateconfirming that their appointment is in accordance with Section 139 read with Section 141ofthe Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions if anyofthe Companies Act 2013 M/s. Parikh & Associates Practicing Company Secretarieswere appointed as the Secretarial Auditors for auditing the secretarial records of theCompany for the financial year 2020-2021.

The Secretarial Auditors' Report is annexed as Annexure I.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Statutory Auditors' report and Secretarial Auditor's report does not contain anyqualifications reservations or adverse remarks.

As regards reference made by the Secretarial Auditors in the Secretarial Audit Reportfor the financial year ended 31.03.2021 with respect to fine levied by BSE Limited andthe request of waiver by the Company BSE Limited has approved the waiver of fine.

During the year under review there were no instances of fraud reported by theauditors under Section 143(12) of the Companies Act 2013 to the Audit Committee or theBoard of Directors.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Actread with Companies (Accounts) Rules 2014 is annexed to this report as Annexure II.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the particulars of employees areannexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIALORDERS PASSED BYTHE REGULATORY/JUDICIALAUTHORITY

No significant or material orders were passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments during the yearended March 31 2021.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The company conducts a monthly review ofmajor risks and actions to minimize these in its Monthly Management Meeting. Efficacy ofrisk management is also one of the criteria on evaluated in the IATF certificationprocess.

The Covid-19 pandemic highlighted the importance of effective risk management andcontingency planning and the Company and Board are evaluating this policy in view of therisks that have been particularly highlighted by the pandemic.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report as Annexure IV.

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance Board committees and individualdirectors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No. Performance evaluation of Performance evaluation performed by Criteria
1. Each Individual director Nomination and Remuneration Committee Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc.
2 Independent directors; Entire Board of Directors excluding the director who is being evaluated Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc.
3. Board its committees and individual directors All directors Board composition and structure; effectiveness of Board processes information and functioning fulfilment of key responsibilities performance of specific duties and obligations timely flow of information etc.
The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 (POSH Act) and rules made thereunder. All employees (permanent contractualtemporary trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financialyear 2020-21.

The Company has complied with the provisions relating to constitution of InternalComplaints Committee under POSH Act.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

LISTING AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 issued on September 22015 effective from December 12015.

The Company has paid the listing fees to BSE Limited for the year 2021 -2022.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and isavailable on our website (http://www.hhardys.com)

GREEN INITIATIVES

As a part of Green initiative and in compliance of MCA Circulars Electronic copies ofthe Annual Report 2020-2021 and Notice of the 39th Annual General Meeting of the Companyare sent to all members whose email addresses are registered with the Company/DepositoryParticipants).

Members who have not updated their email addresses with the Company may update theiremail addresses by writing to the Company or Company's Registrar & Share TransferAgents M/s Satellite Corporate Services Pvt. Ltd. Office No. A/106-107 Dattani PlazaEast West Compound Andheri Kurla Road Sated Pool Sakinaka Mumbai-400072. Membersholding shares in dematerialised mode are requested to register/update their emailaddresses with the relevant Depository Participants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 ("the Act") readwith Companies (Corporate Social Responsibility Policy) Rules 2014 are not applicable tothe Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.

MAINTENANCE OF COST ACCOUNTING RECORDS

The company is not required to maintain cost records as specified under section 148(1)of the Companies Act 2013.

ACKNOWLEDGEMENT

The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.

The directors also thank the government of various countries government of India thegovernments of various states in India and concerned government departments/agencies fortheir co-operation.

The directors appreciate and value the contributions made by every member of theHindustan Hardy family

For and on behalf of the Board
Place: Mumbai S.C. Saran
Date: August 13 2021 Chairman

.