Your Directors present the Twenty Nineth Annual Report and AuditedAccounts of the Company for the financial year ended March 31 2022
|Sr. No. ||Particulars || |
Amount (Rs. in Thousands)
|Amount (Rs. In Thousands) |
Year ended on
|Year ended on |
|31-03-2022 ||31-03-2021 ||31-03- 2022 |
| || || |
|(1) ||Total Income ||124562.29 ||114232.56 ||124612.58 |
|(2) ||Profit/(Loss)before Exceptional Items and Tax ||(9708.16) ||(5177.79) ||(11134.61) |
|(3) ||Profit/(Loss) before Taxation ||(9708.16) ||(5177.79) ||(11134.61) |
|(4) ||Profit/(Loss) before Tax for the year ||(9708.16) ||(5177.79) ||(11134.61) |
| ||Less : Provision for Taxation : || || || |
| ||(a) Income Tax ||7.18 ||Nil ||7.18 |
| ||Add (b) Deferred Tax ||Nil ||Nil ||Nil |
| ||Sub-total ||7.18 ||Nil ||7.18 |
|(5) ||Profit/(loss) after Tax for the year ||(9718.35) ||(5177.79) ||(11141.79) |
| ||Other Comprehensive Income ||(338.22) ||699.71 ||(338.22) |
|(6) ||Total Comprehensive Income ||(10053.57) ||(4478.08) ||(11480.01) |
|(7) ||Earnings per Share (EPS) of Rs. 10/- each ||(3.10) ||(1.65) ||(3.56) |
1. OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
(A) Sales and Profit:
During the year under review the standalone revenue from operationsand other income of the Company were increased to Rs. 124562.29 Thousands compared to Rs.114232.56 Thousands of the previous year. The company incurred loss of Rs.9708.16thousands and loss after tax & OCI of Rs. 10053.57 thousands. The EPS on financialstatements for the year ended March 31 2022 was Rs. (3.10) on basic/diluted basis.
(B) Raw Material:
Required quantities of the Raw materials were available within India.
Company has not made any exports during the year. (No exports were madeduring the previous year).
The Board of Directors of your company after considering holisticallythe relevant circumstances and keeping in view the company's dividend distribution policyhas decided that it would be prudent not to recommend any Dividend during the year underreview.
The Board of Directors of your company has decided not to transfer anyamount to the Reserves for the year under review.
4. CAPITAL STRUCTURE:
During the year there was no change in the Capital structure i.e.Authorised Issued and Paid Up Equity Share Capital of the Company. The Company is havingonly one class of shares.
5. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the period under review.Hence the requirement for furnishing the details of deposits which are in compliance withChapter V of the Act is not applicable.
6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of section 124 of the Companies Act 2013and rules made thereunder during the year equity shares whose dividend had remainedunclaimed / unpaid for a consecutive period of seven years were transferred to IEPF. As nodividend is declared this clause is not applicable.
7. MATERIAL CHANGES AND COMMITMENTS.IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THEDATE OF THE REPORT
Further the company acquired the remaining 20% shares of M/s JayantilalBhogilal Chemicals Private Limited for Rs. 8000003 (Rupees Eighty lakhs and three rupeesonly) after the end of the Financial Year in the board meeting held on 23rdMay 2022.
8. TECHNICAL ACHIEVEMENT:
The Company keeps on exploring the possibility of technical improvementand process optimization for better yields / product mix / energy efficiency.
9. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN INVESTMENTS MADE ANDSECURITIES PROVIDED UNDER SECTION 186:
During the year the company had purchased 80% shares (72040 number ofshares) for a value of Rs. 32000000 (Three Crores Twenty Lakhs only) of JayantilalBhogilal Chemicals Private Limited. The company has not breached the criteria mentioned inSection 186 of Companies Act 2013.
Jayantilal Bhogilal Chemicals Private Limited has become a subsidiaryof Hipolin Limited as on 18.12.2021
The Company's Securities are listed on BSE Limited at Mumbai.TheCompany has paid the listing fees for F.Y. 2021-22 on the paid up equity share capital.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement the Directors hereby confirm:
a) that in the preparation of the financial statements for the yearended March 31 2022 the applicable Indian Accounting Standards read with requirementsset out under Schedule III of the Companies Act have been followed and there are nomaterial departures from the same;
b) that the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312022 and of the (Loss) of the Company for that period;
c) that the Directors have taken proper and sufficient care 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;
d) that the Directors have prepared the annual accounts on a 'GoingConcern' basis;
e) that the Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
f) that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.
In accordance with the provisions of Section 152 of the Act and theArticles of Association of the Company Shri Shailesh J. Shah (DIN: 00777653) shall retireat the forthcoming Annual General Meeting of the Company and being eligible offershimself for re-appointment.
As on Thursday April 8 2021 there was a sad demise of Shri BhupendraJayantilal Shah Whole Time Director (Chairman) of the Company which will an irreparableloss to the Company. The Board of Directors at their meeting held on April 16 2021 hadunanimously decided to appoint Shri Shailesh J. Shah (DIN: 00777653) Managing Director toact as Chairman also. Thus Shailesh J. Shah (DIN: 00777653) shall act as Chairman andManaging Director of the Company.
Mr. Nirav D. Shah presented his resignation in board meeting held on 14thof August 2021.
Mr. Jaykumar J. Shah presented his resignation in board meeting held on18thof December 2021.
Mr. Daxesh Shah and Mr. Samir Shah were appointed as additionaldirectors in the board meeting held on 18th of December 2021.
Ms. Apexa Panchal presented her resignation as Company secretary of theCompany in the Board meeting held on 25th of January 2022.
Ms. Prachi Nahar was appointed as Company Secretary in the boardmeeting held on 25th of January 2022.
There is no other change in the composition of the Board of Directorsand Key Managerial Personnel of the Company during the year under review except as statedabove.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the IndependentDirectors of the Company inter alia confirming that they meet the criteria ofIndependence as prescribed under Section 149 of the Companies Act 2013 andRegulation16(1)(b) of SEBI (LODR) Regulations 2015.There has been no change in thecircumstances affecting their status as independent directors of the Company.
During the year under review the Independent Directors (non-executive)of the Company had no pecuniary relationships or transactions with the Company other thansitting fees and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.
KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on March 31 2022are: Shri Shailesh Jayantilal Shahas Chairman &Managing Director Mr. Rumit Bharatbhai Shah as CFO of the company andMs. Prachi Nahar as Company Secretary.
13. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIONINCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES. INDEPENDENCE OF ADIRECTOR ETC.:
Pursuant to the provisions of Section 178 and other applicableprovisions if any of the Companies Act 2013 read with the Rules made thereunder andRegulation 19 of SEBI (LODR) Regulations2015 the Board of Directors had approved andadopted the Remuneration and Nomination Policy as recommended by the Nomination andRemuneration Committee. The salient features of the said policy covering the policy onappointment and remuneration and other matters have been explained in the CorporateGovernance Report.
14. BOARD EVALUATION:
Based on the criteria for evaluation of Independent Directors and theBoard as recommended by the Nomination and Remuneration Committee and as adopted by theBoard Board carried out evaluation of its own performance the individual Directors andthe Committees. The Independent Directors also carried out evaluation of Chairman andnon-Independent Directors in the separate meeting. It was derived that overall the Boardwas functioning very well in a cohesive and interactive manner.
15. MEETINGS OF THE BOARD AND COMMITTEES:
During the Financial year 2021-22 8 (Eight) meetings of the Board ofDirectors took place. The details of which are given in the Report on Corporate Governancethat forms the part of this Annual Report. The intervening gap between the meetings waswithin the period prescribed under the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Details of meetings of all the Committees of the Boardhave been given in the Report on Corporate Governance.
16. CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with the provisions of 'revised' SS-1Secretarial Standards on meetings of the Board of Directors which has come into effectfrom October 01 2017 and also SS-2 Secretarial Standard on General Meetings during theyear.
17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
There was no employee drawing an annual salary of Rs. 102.00 lakhs ormore where employed for full year or monthly salary of Rs. 8.50 Lakhs or more whereemployed for part of the year and therefore information pursuant to the provisions ofRule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is NIL.
Disclosure with respect to remuneration of the Directors and employeesas required under Section 197 of the Act and the Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure A tothis Report.
The shareholders had at the Twenty Fourth AGM of the Company appointedM/s. Borkar & Muzumdar Chartered Accountants (Firm Registration Number: 101569W) asStatutory Auditors of the Company to hold office from the conclusion of the Twenty FourthAGM till the conclusion of the Twenty Nineth AGM. They have under Section 139 of the Actand the Rules framed thereunder furnished a certificate of their eligibility.
M/s. Borkar & Muzumdar Chartered Accountants submitted theirresignation as statutory auditors of the Company on 14th of May 2022subsequent to which M/s. S D PM & Co. Chartered Accountants (Firm RegistrationNumber: 126741W) were appointed as Statutory Auditors of the Company in board meeting heldon 23rd of May 2022 for the Financial Year 2022-23.
The Auditors' Report for FY 2021-22 as submitted by the StatutoryAuditors form a part of this Annual Report and neither contains any qualificationreservation nor adverse remark.
Pursuant to Section 204 of The Companies Act 2013 read with Rulesthereof the Board of Directors had appointed M/s Yash Mehta & Associates. CompanySecretaries Ahmedabad as Secretarial Auditor of the Company for the FY 2021-22. ASecretarial Audit Report for FY 2021-22 in Form MR -3 is annexed herewith this reportherewith as Annexure B to this Report.
The said report does not contain any qualification reservation oradverse remark.
The company is registered under MSME Act 2006. As per the Company's (Cost Records and Audit ) Rules 2014 as amended by Companies ( Cost Records and Audit )Amendment Rules 2014 issued by the Central Government the company is not required tomaintain the cost records hence the provisions of (vi) is not applicable to the company.
The Board of Directors has appointed M/s Umangi Bhavsar CharteredAccountants (Firm Registration Number: 155999W) as an Internal Auditor of the Company forthe Financial Year 2022-23.
The Internal Auditor directly report to audit committee. The Companyhas in place a mechanism to identify assess monitor and mitigate various risks to keybusiness objectives.
19. INTERNAL CONTROL AND ITS ADEQUACY:
The Company had commensurate with its size single operational locationand resultant requirement Internal Control System. The firm of practicing CharteredAccountant has carried out the internal audit of the said system. Based on recommendation/ report of the said Internal Auditor which is presented to the Audit Committee requiredcorrective actions were initiated / taken by the Company.
Internal Financial Controls
The Directors have laid down policies and procedures which are adoptedby the company for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information;
Details of Fraud Reporting By Auditor:
During the year no fraud was reported by the statutory auditors undersection 143(12) of the Act.
20. CORPORATE GOVERNANCE REPORT:
As per Regulation 34(3) read with schedule V of the SEBI (LODR)Regulations 2015 the Report on Corporate Governance alongwith a Certificate frompractising Company Secretary regarding compliance of conditions of Corporate Governance isannexed to this Annual Report voluntarily as the said report is not applicable to theCompany as per the Regulation 15 (Listing Obligations And Disclosure Requirements)Regulations 2015.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis isgiven as separate section in this Annual Report
22. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required under Regulation34(2)(g) of SEBI (LODR) Regulations 2015 is not applicable to the Company.
23. CORPORATE SOCIAL RESPONSIBILITY REPORT:
The company's net profit turnover and net worth are outside thecriteria of Section 135 of the Companies Act 2013 therefore it is not required to spendany amount under CSR Activity.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions with related partiesentered into by the Company during the financial year were in the ordinary course ofbusiness and at an arm's length basis. During the year the Company had entered intovarious contract / arrangement / transaction with related parties which are mentioned inForm AOC-2.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
As required under Companies Act 2013 and SEBI (LODR) Regulations theCompany has put in place Vigil Mechanism/ Whistle Blower Policy for Directors andEmployees so that the Directors can report concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct Policy.All cases registeredunder Whistle Blower Policy of the Company if any are reported to and are subject to thereview of the Audit Committee.The Whistle Blower Policy has been posted on the website ofthe Company (www.hipolin.com)
26. RISK MANAGEMENT POLICY:
The Company follows well-established and detailed risk assessment andminimization procedures which is periodically reviewed by the Board. The Company has inplace a business risk management framework for identifying risks and opportunities thatmay have a bearing on the organization's objectives assessing them in terms of likelihoodand magnitude of impact and determining a response strategy.
The Senior Management assists the Board in its oversight of theCompany's management of key risks including strategic and operational risks as well asthe guidelines policies and processes for monitoring and mitigating such risks under theaegis of the overall business risk management framework.
27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company firmly believes in providing a safe supportive andfriendly environment- a workplace where our values come to life through the supportingbehaviors. Positive workplace environment and a great employee experience are integralpart of our culture. The Company believes in providing and ensuring a workplace free fromdiscrimination and harassment based on gender.
The Company educates its employees as to what may constitute sexualharassment and in the event of any occurrence of an incident constituting sexualharassment; the Company provides the mechanism to seek recourse and redressal to theconcerned individual subjected to sexual harassment.
During the year there was no complaint of sexual harassment lodged withthe Company.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGEEARNINGS AND OUT GO:
A. Conservation of Energy
The Company has not incurred significant amount on electricity as mostof the products of the company are mixing of various ingredients. The percentage ofelectricity expenses is very negligible to total expenses. However the Company ensuresconservation at all possible levels.
B. Technology Absorption
The Company has established a quality control laboratory and researchand development laboratory. The Research & Development process does not require anysophisticated instruments.
The Company has adopted indigenously available technology for itsproduction process. The Company has not adopted any foreign technology.
C. Foreign Exchange Earnings and outgo: NIL
29. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
|Sl. No ||Name and Address of the Company ||CIN/GLN ||Holding/ Subsidiary/ Associate ||% of Shares held as on 31.03.2022 ||Applicable Section |
|1. ||Jayantilal Bhogilal ||U24110GJ1 ||Subsidiary ||80% ||186 |
| ||Chemicals Private Limited ||998PTC035 113 || || || |
| ||Address: 8 Ashok Nagar Soc Nr. Bhatha Vasna Road Ahmedabad Ahmedabad GJ 380007 || || || || |
Your Board of Directors wishes to place on record its appreciation tothe contribution made by the employees of the company. The Directors also wish to thankthe Government authorities financial institutions banks and shareholders for theircooperation and assistance extended to the company.
| ||BY ORDER OF THE BOARD OF THE DIRECTORS |
| ||Sd/- |
| ||SHAILESH J.SHAH |
| ||MANAGING DIRECTOR |
| ||DIN:00777653 |
| ||Sd/- |
| ||DAXESH B.SHAH |
|DATE: 05/09/2022 ||DIRECTOR |
|PLACE: AHMEDABAD ||DIN:00325284 |