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Hindustan Wires Ltd.

BSE: 504713 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE075C01010
BSE 00:00 | 27 Aug Hindustan Wires Ltd
NSE 05:30 | 01 Jan Hindustan Wires Ltd
OPEN 42.50
PREVIOUS CLOSE 39.90
VOLUME 1501
52-Week high 42.50
52-Week low 0.00
P/E 11.95
Mkt Cap.(Rs cr) 39
Buy Price 39.90
Buy Qty 500.00
Sell Price 42.50
Sell Qty 199.00
OPEN 42.50
CLOSE 39.90
VOLUME 1501
52-Week high 42.50
52-Week low 0.00
P/E 11.95
Mkt Cap.(Rs cr) 39
Buy Price 39.90
Buy Qty 500.00
Sell Price 42.50
Sell Qty 199.00

Hindustan Wires Ltd. (HINDUSTANWIRES) - Director Report

Company director report

TO THE MEMBERS

Your Directors present their Annual Report together with Audited Financial Statementsof the Company for the year ended on 31st March 2019

FINANCIAL RESULTS

The Results are summarised below: (Rs. In Lacs)

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue from Operations (excluding duties & taxes) 586.16 540.65
Other income (including increase in fair value of investments) 196.91 482.47
Total Revenue 783.07 1023.12
Expenses 679.12 649.28
Profit/(Loss) before Depreciation & Tax 103.95 373.84
Depreciation 7.22 17.14
Exceptional Income 3740.95 -
Profit Before Tax 3837.68 356.70
Provision for income tax 850.73 33.93
MAT Credit Entitlement - (33.93)
Deferred Tax Charged / (Credit) 50.34 79.50
Net Profit/(Loss) after tax 2936.61 277.20
Other Comprehensive Income 87.16 0.28
Net Profit/(Loss) Carried to Balance Sheet 3023.77 277.48

OPERATIONS & GENERAL REVIEW

During the year under review the revenue from operations is Rs. 586.16 Lakhs asagainst Rs. 540.65 Lakhs in the previous year. In addition the Company has also earnedother income of Rs. 196.91 Lakhs (after deduction of decrease in fair value of investmentamounting to Rs. 112.84 Lakhs) as against Rs. 482.47 Lakhs (including increase in fairvalue of investment amounting to Rs. 190.06 Lakhs) in the preceding year mainly on accountof interest income rental income and income from providing Business Support Services etc.During the year the Company has disposed off its Land & Building etc. to monetise itsassets after due consent of the members of the Company and the net surplus on such salewas Rs. 3740.95 Lakhs. Presently the surplus so earned is invested in Debt Mutual Fundsand short term intercorporate loans. The Company even after disposal of its Land andBuilding is continuing its existing operations from a rented premise and also looking forany new line of business.

CAPITAL REDEMPTION RESERVE

During the year the Company has redeemed its preference shares amounting to Rs. 490Lakhs out of the profits of the current year and accordingly capital redemption reserveamounting to Rs. 490 Lakhs has been created out of the profits of the Company.

DIVIDEND

Considering the future need of the funds in the business your Directors do notrecommend any dividend for the year ended 31st March 2019. During the year theCompany has paid dividend including arrears of dividend on 15% Redeemable CumulativePreference Shares amounting to Rs. 1669250/- and Rs. 343198/- paid towards DividendDistribution Tax.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review. Noamount on account of principal or interest on deposits of public was outstanding as on 31stMarch 2019.

LISTING OF SHARES ON THE STOCK EXCHANGE

The equity shares of the Company are listed on BSE & CSE. We have paid the AnnualListing Fee and there are no arrears. However during the year the Promoter(s) of theCompany have proposed to buy entire Public Shareholding and consequently the Companyproposed voluntary delisting of equity shares from BSE & CSE under SEBI (Delisting ofEquity Shares) Regulations 2009. Accordingly the Company had also taken the Consent ofthe members of the Company which was sought through Postal Ballot dated 16thJanuary 2019.

In terms of the SEBI Listing Regulations w.e.f. 01st April 2019 transferof securities would be carried out in dematerialized form only. Hence shareholdersholding shares in physical form are requested to arrange the dematerialization of theirholding in Equity Shares of the Company at the earliest to avoid any inconvenience infuture in transfer of shares.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. U.S. Bhartia (DIN 00063091) a Director of Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Directors recommended his re-appointment as a Director of the Company.

Mr. Krishna Murari Lal was appointed as Independent Director on 16th Sep2014 for a period of 5 years. His term of 5 years expires at the forthcoming AGM. He ismore than 75 years of age but is eligible for re-appointment subject to the approval ofthe members of the Company by a Special Resolution. Considering his valuable contributionand guidance in the affairs of the Company the Directors recommend his re-appointment fora second term of 5 years in the forthcoming AGM.

Mr. Jagdish Saran Baijal was appointed as Independent Director on 16th Sep2014 for a period of 5 years. His term of 5 years expires at the forthcoming AGM. He ismore than 75 years of age but is eligible for re-appointment subject to the approval ofthe members of the Company by a Special Resolution. Considering his valuable contributionand guidance in the affairs of the Company the Directors recommend his re-appointment fora second term of 5 years in the forthcoming AGM.

During the year there is no change in the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors Mr. Krishna Murari Lal & Mr. Jagdish Saran Baijal havegiven their declaration that they continue to meet the criteria of Independence as laiddown U/s 149 (6) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act 2013 your Directors on thebasis of representations of the management confirm that:

i) In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed;

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review;

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; and

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;

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.

MEETINGS OF THE BOARD

During the financial year ended 31st March 2019 eight Board Meetings wereheld i.e. on 17th April 2018 16th May 2018 13thAugust 2018 12th November 2018 19th December 2018 16thJanuary 2019 6th February 2019 and 30th March 2019

AUDIT COMMITTEE

The Audit Committee of the Board of Directors oversees the financial statements andfinancial reporting before submission to the Board on quarterly and yearly basis. TheAudit Committee is responsible for the recommendation of the appointment remunerationperformance and oversight the work of the Internal and Statutory Auditors. It reviews thereports of the internal auditors and statutory auditors.

There are Four members of the Audit Committee out of which two are IndependentDirectors.

The composition of the Audit Committee is given below:

Sl No. Name of the Members Category
1. Mr. K.M Lal Chairman of the Committee (Independent Director)
2. Mr. J.S. Baijal Independent Director
3. Mr. U.S. Bhartia Non- Executive Director
4. Mr. G.R. Goenka Non- Executive Director

During the financial year ended 31st March 2019 Five Audit CommitteeMeetings were held i.e. on 16th May 2018 13th August 2018 12thNovember 2018 6th February 2019 and 30th March 2019.

There have been no instances during the year when recommendations of the AuditCommittee were not accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE (NRC)

The Company is having a Nomination & Remuneration Committee which was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013. The functions ofthis Committee include identification of persons who are qualified to become directors orwho may be appointed in senior management formulation of criteria for determiningqualifications positive attributes independence recommendations of their appointmentsto the Board evaluation of every director's performance formulation of RemunerationPolicy to include recommendation of remuneration for directors key managerial personneland senior management.

There are four members of the Nomination & Remuneration Committee (NRC) in whichtwo are Independent Directors. The composition of the NRC is given below:

Sl No. Name of the Members Category
1. Mr. K.M Lal Chairman of the Committee (Independent Director)
2. Mr. J.S. Baijal Independent Director
3. Mr. U.S. Bhartia Non- Executive Director
4. Mr. G.R. Goenka Non- Executive Director

The Policy of the Company relating to the remuneration for the Directors KeyManagerial Personnel and other employees is annexed as Annexure A.

PARTICULARS OF EMPLOYEES & REMUNERATION

Disclosures required under Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 areannexed in Annexure B.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee looks into various aspects of interest ofshareholders. The Committee comprises of three Directors i.e. Shri U.S. Bhartia(Non-Executive Director) Shri G.R. Goenka (Non-Executive Director) and Shri K.M. Lal(Independent Director) to look after the redressal of shareholders and investorscomplaints. To expedite the process of share transfer the Board has delegated the power ofshare transfer to Share Transfer Committee consisting of Shri G.R. Goenka and Shri S.K.Sharma (Manager Finance & Accounts).

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually includingthe Chairman of the Board as well as the evaluation of the Committees of the Board.Directors were evaluated on various aspects including inter-alia degree of fulfilment ofkey responsibilities contribution at Board & Committee Meetings and guidance &support to the Management outside Board & Committee Meetings. The performanceevaluation of the Independent Directors was also carried out by the entire Board.

The result of the evaluation done by Independent Directors was reported to the Chairmanof the Board. It was reported that the performance evaluation of the Board &Committee's was satisfactory. The Chairman of the Board provided feedback to the Directorson an individual basis as appropriate. The Directors expressed their satisfaction withthe evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEMS & RISK MANAGEMENT

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness 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 respect to CSR were notapplicable to the Company as the Company's net worth or turnover or average net profitsare below the threshold limit.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto and forms part of thisReport- Annexure C.

AUDITORS' REPORT

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

AUDITORS

M/s M.L. Garg & Co. Chartered Accountants New Delhi (FRN 001604N) were appointedas Statutory Auditors of the Company for a period of Five years in the 57th AGMof the Company held on 1st Sep 2017 to hold office from the conclusion of 57thAnnual General Meeting until the conclusion of the 62nd Annual General Meetingto be held in the year 2022. The Auditors have submitted a certificate confirming thatcontinuation of their appointment is in accordance with Section 139 read with section 141of the Act.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 on the recommendation of the Audit Committee M/s K.N. Gutgutia& Co. Chartered Accountants New Delhi were appointed by the Board of Directors toconduct Internal Audit of the Company for the year ended 31st March 2019.

SECRETARIAL AUDIT

The Board had appointed Mrs. Smita Sharma Practising Company Secretary to carry outsecretarial audit Pursuant to provisions of section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit report is annexed herewith as “Annexure D

The Secretarial Audit Report for the financial year ended 31st March 2019contain 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 werewell attended by the Chairman of the meeting.

REPORTING OF FRAUD

During the year under review the Statutory Auditors and Secretarial Auditor have notreported to the Audit Committee or Board any instances of fraud committed in the Companyby its Officers or employees which is required to be reported under Section 143(12) of theAct.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with applicable Rules extract of the AnnualReturn in form MGT-9 is attached as “Annexure E”.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has constituteda Risk Management Committee. The Company has formulated a Risk Management Policy foridentification of risks and for formulating mitigation plans.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013the Company has a Whistle Blower Policy which provides for proper reporting systems forany unfair practice and adequate safe guard against victimisation of persons who use suchmechanism.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the

Company. The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

CORPORATE GOVERNANCE

During the current year the provisions of Regulation 15(2) of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 relating to Corporate Governance hasbecome applicable to your Company since the Company's paid-up equity capital and net worthhas crossed the threshold limit on the basis of Audited Financial Statements for the yearended 31st March 2019. However in terms of this Regulation the Company cancomply with these Regulations within Six months from the date on which the provisionsbecame applicable. Accordingly no Report on Corporate Governance is being submitted withthis Annual Report. However your Directors confirm that the Company has substantiallyfollowed the norms of Corporate Governance.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has a policy of zero tolerance for sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (“POSH ACT”) and the Rules there under.

AS per the requirement of POSH ACT and Rules made thereunder the Company hasconstituted an Internal Committee to inquire and redress complaints received regardingsexual harassment.

The Company has not received any complaint of Sexual Harassment during the financialyear 2018-19. There are no pending complaints as on the end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and its future operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS AND SECURITIES

As required under Section 186 of the Act particulars of loans given investments madeand guarantees and securities provided are given under Note No. 38 Annexed to AnnualFinancial Statements for the year ended 31st March 2019 and the same formspart of this report. The Inter-Corporate short term loans were given for meeting theirworking capital requirements to carry out their principal business activities. The loansto Related Parties were subject to the approval of the members of the Company which wasawaited on the date of signing of this report. The Company has also made investment indebt mutual funds (See note no. 7) for the short term till such time any new venture isidentified.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has during the year entered into contracts or arrangements with relatedparties in the usual course of business which are at competitive terms and are as such atarm's length. The details of such contracts are given in “Annexure F” inForm No. AOC - 2. There was no contract or arrangement with the related party which wasnot at arm's length. All the Related Party Transactions are in the interest of the Companywhich are necessary for furtherance of the objectives of the Company and to also smoothlyrun its business of trading & transportation in Industrial Gases and other businesssegments.

Related Party Disclosures as required under regulation 34(3) read with para 'A' of theschedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are given under Note No. 38 Annexed to the Annual Financial Statements for the year ended31st March 2019.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and analysis report as required under Listing Regulations isannexed as “Annexure G”. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operationreceived from business associates Govt. Authorities Banks and Members of the Company andlook forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication andcommitment of the employees at all levels of the Company which continues to be ourstrength.

For and on behalf of the Board of Directors

U.S. Bhartia G.R.Goenka
Director Director
DIN :00063091 DIN 00133700
Place: Noida
Date: 27th May 2019