Your Directors are pleased to present 30thAnnual Report and the Company'saudited financial statement for the financial year ended March 31 2020.
The Company's financial performance for the year ended March 31 2020 is summarizedbelow:
(Rs. in Lakhs) FINANCIAL RESULTS 2019-20 2018-19
|Sales/Others receipts ||17811.13 ||20877.57 |
|Profit before depreciation and Taxation ||732.83 ||909.18 |
|Less: depreciation ||231.27 ||208.86 |
|Profit after depreciation ||501.56 ||700.32 |
|Less: Provision for Taxation || || |
|Current Year ||127.51 ||174.50 |
|Deferred Tax ||(16.99) ||(5.75) |
|Previous Year Tax ||- ||(0.97) |
|Profit after Taxation ||391.04 ||532.54 |
|Add: Profit brought forward ||1560.81 ||1093.37 |
|Profit available for appropriation ||1951.85 ||1625.91 |
|Dividend & Tax on dividend ||54.00 ||65.10 |
|Surplus carried to Balance Sheet ||1897.85 ||1560.81 |
COMPANY'S BUSINESS GROWTH AND PROSPECTS
The total income for the current year has remained to Rs.17811.13 Lakhs as againstprevious year of Rs. 20877.57 Lakhs whereas the profit after tax has decreased from Rs.532.54 Lakhs to Rs. 391.04Lakhs .
However in view of 21 days' nationwide lockdown advisory announced by the Governmentof India and other authorities to contain the spread of Corona Virus disease (COVID-19)the Company temporarily suspended the manufacturing operations in its plants with effectfrom 24 March 2020. After the second lockdown in May the Company has partially resumedthe production in accordance with the applicable guidelines issued by Ministry of HomeAffairs Government of India and State Government. . It is adhering to the safety normsprescribed by the Government of India. Company has taken utmost care of its staff and workforce at manufacturing facilities like sanitization social distancing mandatory wearingof mask maintaining proper hygiene etc.
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 2020.
The paid up Equity Share Capital as on 31stMarch 2020 was Rs.54000000/-. During the year under review the company has not issued any shares orconvertible instruments.
TRANSFER TO RESERVES
Your Directors have not recommended any amount to transfer to general reserve.
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. 34730/- into the specified bank account of the IEPFGovernment of India towards unclaimed / unpaid dividend amount for the financial yearended March 31 2012. 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 4800 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 ifany are given in the notes to the financial statements.
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 onmateriality of related party transactions may be accessed on the Company's website at thelink: http://www.hisarmetal.com Your Directors draw attention of the members to Note 27tothe financial statement which 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 31 2020 theapplicable Indian accounting standards (IND-AS) read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
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 and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance ofadequateaccounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr Karan Dev Tayal (DIN-00181214) Director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
Further the Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 11th February 2020 have recommended and approvedthe re-appointment of Mr. Abhiram Tayal (DIN-00081453) and Mr Karan Dev Tayal (00181214)as Managing Director and Whole Time Director respectively of the compay for a period ofthree years from February 14 2020 to February 132023 subject to approval of Members atthis ensuing Annual General Meeting of the Company. The Company has received declarationsfrom all the Independent Directors of the Company confirming that they meet the criteriaof independence as prescribed both under the Act and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. All the Directors of theCompany have confirmed that they are not disqualified from being appointed as directors interms of Section 164 of the Companies Act 2013. The Company has devised a policy forperformance evaluation of Independent Directors Board Committees and other individualDirectors which includes criteria for performance evaluation of the Non-ExecutiveDirectors and Executive Directors. The evaluation of all the Directors and the Board aswhole was conducted based on the criteria and framework adopted by the Board. Theevaluation process has been explained in the Corporate Governance Report section in thisAnnual Report. The policy of the Company on Directors' appointment and remunerationadopted by the Board 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 were acceptedby 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
Four 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 appointed as Statutory Auditorof the Company at 27th Annual General Meeting held on September 27 2017 tohold office till the conclusion of the 32nd Annual General Meeting. The Auditors' Reportdoes 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 2019-20. The Secretarial Audit Report for financial year 2019-20 forms part of theAnnual Report as Annexure-C to the Board's report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark. The Board has appointedMs Anju Jain Practicing Company Secretary as Secretarial Auditor of the Company for thefinancial year 2020-21 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 2020-21.
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 2020-21.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure D tothis Report.
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 pertainingto remuneration and other details as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in Annexure Eto this Report.
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 Fto 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 G tothe Board's report.
Annual Report on Corporate Social Responsibility (CSR) activities in accordance withRule 8 of Companies (CSR Policy) Rules 2014:
Refer Annexure H
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
The outbreak of COVID-19 pandemic in the financial year under review has not beencontained on the contrary its severity has been increased all over the globe includingIndia severally impacting economy. The impact of COVID-19 pandemic is detailed underManagement Discussion and Analysis Report (Annexure - G of the report). Apart fromCOVID-19 pandemic impact which may affect the financial position of the Company there areno other material changes and commitments affecting the financial position of the Companyrequired to be reported under this section.
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 nothave 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. YourDirectors further state that during the year under review there were no cases filedpursuant 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.