Your Directors are pleased to present 31st Annual Report and the Company's auditedfinancial statement for the financial year ended March 31 2021.
The Company's financial performance for the year ended March 31 2021 is summarizedbelow:
|FINANCIAL RESULTS ||2020-21 ||2019-20 |
|Sales/Others receipts ||15308 ||17811 |
|Profit before depreciation and Taxation ||990 ||733 |
|Less: depreciation ||215 ||231 |
|Profit after depreciation ||775 ||502 |
|Less: Provision for Taxation || || |
|Current Year ||220 ||128 |
|Deferred Tax ||17 ||(17) |
|Previous Year Tax ||(3) ||- |
|Profit after Taxation ||541 ||391 |
|Add: Profit brought forward ||1898 ||1561 |
|Profit available for appropriation ||2439 ||1952 |
|Dividend & Tax on dividend ||54 ||54 |
|Surplus carried to Balance Sheet ||2385 ||1898 |
COMPANY'S BUSINESS GROWTH AND PROSPECTS
The total income for the current year has remained to Rs.15308 Lakhs as againstprevious year of Rs. 17811 Lakhs whereas the profit after tax has increasedfrom Rs.391.04 Lakhs to Rs. 541 Lakhs.
Your Directors have recommended a dividend of 10% on share of face value of Rs. 10 eachi.e. Re. 1/- per share for the financial year ended on March 31 2021.
The paid up Equity Share Capital as on 31stMarch 2021 was Rs. 54000000/-. Duringthe year under review the company has not issued any shares or convertible instruments.
TRANSFER TO RESERVES
Your Directors have not recommended any amount to transfer to general reserve.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business during the year under review.
Your Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rule 2014.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In compliance with the provisions of Sections 124 and 125 of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (IEPF Rules') as amended from time to time theCompany has deposited a sum of Rs. 46764/- into the specified bank account of the IEPFGovernment of India towards unclaimed / unpaid dividend amount for the financial yearended March 31 2013. As per the said Rules the corresponding equity shares in respect ofwhich Dividend remains unclaimed / unpaid for seven consecutive years or more arerequired to be transferred to the Demat Account of the IEPF Authority. During the yearunder review the Company has transferred 4850 underlying Equity Shares to the DematAccount of the IEPF Authority in compliance with the aforesaid Rules
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees coved under the provisions of Section186 of the Companies Act 2013.
The details of the investments made by the Company if any are given in the notes tothe financial statements.
REVISION OF FINANCIAL STATEMENTS OR BOARD's REPORT
The Company has not made any modification or alteration in its Financial Statement /Board Report in respect of last Four Years.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company has not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions may be accessed on theCompany's website at the link: http://www.hisarmetal.com
Your Directors draw attention of the members to Note 27 to the financial statementwhich sets out related party disclosures.
INTERNAL FINANCIAL CONTROL
Your Company has adequate internal control systems commensurate with its size andoperations although not documented. The Company regularly gets its accounts audited frominternal auditor.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism &Whistle Blower Policy to report genuine concernsor grievances. The Vigil Mechanism & Whistle Blower Policy has been posted on theCompany's website at http://www.hisarmetal.com.
The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. TheCompany has also devised a Risk Management Policy for identification of elements of risksand procedures for reporting the same to the Board.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureAto this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134 (5) of Companies Act 2013 the Board of Directorsconfirms that: a) in the preparation of the annual accounts for the year ended March 312021 the applicable Indian accounting standards (IND-AS) read with requirements set outunder Schedule III to the Act have been followed and there are no material departuresfrom the same; b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; c) the Directorshave taken proper and sufficient care for the maintenance of adequateaccounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a going concern basis; e) the Directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and f) the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related Party Transactions and manner of dealingwith related party transactions which is available on the Company's website. All relatedparty transactions entered into during FY 2020-21 were on an arm's length basis and in theordinary course of business. No material related party transactions were entered intoduring the financial year by the Company.
Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2020-21.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the pzrovisions of the Act and the Articles of Association of theCompany Mrs Anuhba Tayal (DIN-00081391) Director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible has offered herself forre-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013. In termsof Regulation 25(8) of the Listing Regulations the Independent Directors have confirmedthat they are not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external influence. Further declaration oncompliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors)Rules 2014 as amended by Ministry of Corporate Affairs ("MCA") Notificationdated October 22 2019 regarding the requirement relating to enrollment in the Data Bankcreated by MCA for Independent Directors had been received from all IndependentDirectors.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and Executive Directors. The evaluation of allthe Directors and the Board as whole was conducted based on the criteria and frameworkadopted by the Board. The evaluation process has been explained in the CorporateGovernance Report section in this Annual Report.
The policy of the Company on Directors' appointment and remuneration adopted by theBoard is appended as Annexure-B to the Boards' report.
The Audit Committee consists of three Directors out of which two are the IndependentDirectors namely Mr. Shital Parshad Jain (Chairman) Mr. Sajjan Singh and Mrs.AnubhaTayal as other members. All the recommendations made by the Audit Committee wereaccepted by the Board.
Corporate Social Responsibility (CSR) Committee:
Pursuant to Section 135 of the Companies Act 2013 the company has constituted a CSRCommittee consisting of following members:- -Mr Shital Parshad Jain Independent Directoras Chairman -Mr Sajjan Singh Member -Mrs Anubha Tayal Member
BOARD AND COMMITTEE MEETINGS
Five meetings of the Board of Directors were held during the year. The details of thecomposition of the Board and its Committees and the number of meetings held and attendanceof Directors at such meetings are provided in the Corporate Governance Report which formspart of the Annual Report.
M/s. Arun Naresh & Co. Chartered Accountants were appoin ted as Statutory Auditorof the Company at 27th Annual General Meeting held on September 27 2017 to hold officetill the conclusion of the 32nd Annual General Meeting.
The Auditors' Report does not contain any qualification reservation or adverse remark.
Ms Anju Jain the Practicing Company Secretary was appointed by the Board asSecretarial Auditor to conduct the Secretarial Audit of the Company for the financialyear 2020-21.
The Secretarial Audit Report for financial year 2020-21 forms part of the Annual Reportas Annexure-C to the Board's report. The Secretarial Audit Report does not containany qualification reservation or adverse remark.
The Board has appointed Ms Anju Jain Practicing Company Secretary as SecretarialAuditor of the Company for the financial year 2021-22 also.
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is required by the Company and accordinglysuch accounts and records are made and maintained.
The Board has appointed M/s. Naveen Gupta & Co. Cost Accountants having FirmRegistration No. 100920 with the Institute of Cost Accountants of India as Cost Auditorof the Company for conducting Cost Audit of the Company for the financial year 2021-22.
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)Rules 2014 on the recommendation of the Audit Committee Ms Ritu Aggarwal was appointedby the Board of Directors to conduct internal audit for the financial year 2021-22.
As provided under Section 92(3) & 134(3)(a) of the Act Annual Return for FY2020-21 is uploaded on the website of the Company and can be accessed athttps://www.hisarmetal.com/annual-returns.html
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no such employee of the Company who is covered under provisions of Section197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure Dto thisReport.
Your Company has complied with all the mandatory provisions of corporate governance ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separatereport on Corporate Governance along-with Auditors' certificate in this regard forms partof the Annual Report as Annexure Eto the Board's report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forms part of the Annual Report as Annexure Ftothe Board's report.
Annual Report on Corporate Social Responsibility (CSR) activities in accordance withRule 8 of Companies (CSR Policy) Rules 2014:
Refer Annexure G
COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.
SECRETARIAL STANDARDS OF ICSI
The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year and date of this report.
Industrial relations continued to be cordial during the year under review.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. The Company has not constituted Employees' Stock Option Scheme (ESOS) and not issuedany share to its employees under the said Scheme or any other scheme (including sweatequity shares) during the financial year.
3. Company does not have any subsidiary.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
The Board of Directors thanks and deeply acknowledge the co-operation assistance andsupport provided by all the stakeholders viz. workers shareholders bankers customersdealers vendors Government and Regulatory agencies.
| ||For and on behalf of the Board of Directors || |
|Date:August 12 2021 ||(AbhiramTayal) ||(Karan Dev Tayal) |
|Place : Hisar ||Managing Director ||Whole-time Director |
| ||DIN:00081453 ||DIN:00181214 |