Your Directors are pleased to present the Fifty Eighth Annual Report and the Company'saudited financial statement for the financial year ended 31 March 2018.
The Company's standalone financial performance for the year ended 31 March 2018 issummarized below:
| || ||(Rs. in lakh) |
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations ||228451 ||222655 |
|Add: Other Income ||972 ||455 |
|Total Income ||229423 ||223109 |
|Profit before tax ||10576 ||14965 |
|Less: Tax expenses ||3100 ||4664 |
|Profit after tax (i) ||7476 ||10301 |
|Other Comprehensive Income (net of tax) ||139 ||254 |
|Total Comprehensive Income ||7615 ||10555 |
|Add: balance brought forward (ii) ||51487 ||44667 |
|Amount available for appropriation [(i) + (ii)] ||58963 ||54968 |
|APPROPRIATIONS : || || |
|Dividend paid on equity shares ||2892 ||2892 |
|Tax on Dividend paid ||589 ||589 |
|Balance carried forward ||55482 ||51487 |
(Figures have been rounded off)
Your Company reported consistent performance during FY 2017-18 across key businesssegments and continued its upward trajectory in new avenues of business namely ConsumerProducts. Your company's sales (net of GST Excise Service Tax and other Indirect taxes)grew by 8.55% to reach Rs.221785 lakhs in FY 2017-18 compared with Rs.204311 lakhs inFY 2016-17.
Due to challenging business environment on account of demonetization exerciseImplementation of new indirect Goods and Service Tax regime Hon'ble Supreme Court's orderbanning liquor vending on national highways affecting packaging products sales duringfirst half of financial year 2017-18 increased expenditure on fostering growth ofconsumer products division and increased pressure on margins from rise in power and fueland other expenses the company's EBITDA declined by 4.00% to Rs.28210 lakhs in FY2017-18.
BUILDING PRODUCTS DIVISION (BPD)
The BPD revenue (net of GST Excise Service Tax and other Indirect taxes) went up by5.82 % to touch Rs.102945 lakhs in FY 2017-18 as against Rs.97283 lakhs in FY 2016-17.EBIT before unallocable expenditure increased by 1.64%. The division highlights during2017-18 spanned a series of innovative developments including:
Launched a new 360 degree campaign with Indian actor Shah Rukh Khan for brandHindware (start with the expert) and repositioned Hindware' in bathroom category asexpert.
Premium bathroom suites brand Alchymi' launched in collaboration withManish Malhotra.
Opened Lacasa' display and concept store at Mumbai bringing brandHindware' closer to the consumer and promising a completely different experience.
Increased dealer distribution network by 33% in faucet segment and expandedretail touch points for faucets.
Introduced twenty new product ranges in sanitaryware and ten in faucets.
Added 100+ brand stores across country to strengthen the brand visibilitythereby bringing total number of brand stores to 310+.
Expanded luxury brand Queo' to 30+ cities in India and introduced voiceactivated showering and two new fashion range.
PACKAGING PRODUCTS DIVISION (PPD)
The PPD revenue (net of GST Excise Service Tax and other Indirect taxes) increased by4.87% to Rs.92020 lakhs in FY 2017-18 as against Rs.87744 lakhs in FY 2016-17. EBITbefore unallocable expenditure declined by 33.00 %. The key initiatives undertaken duringthe year for better operational performance are.
Commenced production of security caps and closures project in Q4 2017-18.
Introduced 63 new designs in glass during the year.
Increased share of glass containers with Narrow Neck Press and Blow (NNPB)technology in overall glass sales. NNPB reduce bottle weight by 10% - 40%.
Added 6 new products in the PET business.
CONSUMER PRODUCTS DIVISION (CPD)
The CPD revenue grew by 65.00 % to Rs.20769 lakhs in FY 2017-18 from Rs.12587 lakhsin FY 2016-17. EBIT level loss before unallocable expenditure decreased by 31.15%. Thedivision reported excellent operational performance at the back of various initiativeswhich are as under:
Introduced superior and aesthetically variants in existing product categories(43 SKUs in the Kitchen appliances category 8 SKUs in the Air coolers category besides 7SKUs of water heaters and 4 SKUs of water purifiers).
One of the leading player in product category kitchen chimneys on the majorIndian ecommerce portals namely Amazon and Flipkart. Significant player in the category ofwater heaters and air coolers in large store formats like Metro Cash and Carry andWalmart.
Significant Increase in market share in the categories of kitchen chimneyswater heaters and air coolers besides making its presence felt in all the importantcategories of water purifiers.
Developed 3 unique Patents for the business in 12 months backed on strong workin the Consumer Business R&D (two for water purifiers and one for air coolers).
Distribution network expanded to 575+ distribution points 8500+ retailers and350+ large format stores like Reliance Digital Croma Spencer Walmart Metro Cash andCarry.
Revenue of Retail division grew by 0.36% to Rs.9618 lakhs in FY 2017-18 from Rs.9583lakhs in FY 2016-17. EBIT level loss before unallocable expenditure decreased by 21%. Thedivision reported improved operational performance at the back of various initiatives:
Opened new COCO (Company owned and Company operated) store at Vadodara.
Increased presence by adding six new franchisee stores.
Leveraging e-tailing sites to extend customer reach.
Presence across the country with 14 large format retail stores with an averagesize of 8500 sqft.
There is no change in the nature of the businesses during the year 2017-18.
SCHEME OF ARRANGEMENT
During the year under review the Board of Directors of the Company in its meetingheld on 10 November 2017 had approved a Composite Scheme of Arrangement under section 230to 232 read with section 66 and other applicable provisions of the Companies Act 2013and the provisions of other applicable laws amongst the Company Somany Home InnovationLimited a wholly owned subsidiary of the Company ("Resulting Company 1") andBrilloca Limited a wholly owned subsidiary of Resulting Company 1 ("ResultingCompany 2") and their respective shareholders and creditors ("Scheme"). TheScheme provides for the demerger of (i) the Consumer Products Distribution and MarketingUndertaking ("CPDM Undertaking") and Retail Undertaking of the Company intoResulting Company 1 and (ii) the Building Products Distribution and Marketing Undertaking("BPDM Undertaking") of the Company into Resulting Company 2. The Appointed Datefor the Scheme is 1 April 2018 or such other date as directed by the Hon'ble Kolkata Benchof the National Company Law Tribunal ("NCLT"). The Scheme is subject tonecessary regulation approval and sanction by Hon'ble NCLT. The Company has receivedapproval from BSE Limited and the National Stock Exchange of India Limited and is in theprocess of filing the application with Hon'ble NCLT for approval.
No material changes and commitments affecting the financial position of theCompany occurred between the end of financial year of the Company to which the financialstatement relate and the date of this Report
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no material subsidiary in accordance with the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. During the year under review Somany HomeInnovation Limited and Luxxis Heating Solutions Private Limited were incorporated on 28September 2017 and 26 December 2017 respectively in India as wholly owned subsidiaries ofHSIL Limited. Further Brilloca Limited was incorporated on 2 November 2017 in India as awholly owned subsidiary of Somany Home Innovation Limited (step down subsidiary of HSILLimited). During the year under review KS 615 Limited wholly owned subsidiary of HaasInternational B.V has dissolved on 30 January 2018 and has ceased to be a step downsubsidiary of HSIL Limited.
During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared consolidatedfinancial statements of the Company and all its subsidiaries which form part of theAnnual Report.
Further a statement containing the salient features of the financial statements of oursubsidiaries in the prescribed format AOC-1 forms part of the consolidated financialstatements and hence not repeated here for the sake of brevity. The statements provide thedetails of performance financial positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatement including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on Company'swebsite http:// www.hindwarehomes.com. These documents will also be available forinspection at our registered office in Kolkata India on any working day between 3:00p.m. and 5:00 p.m. till the date of the ensuing AGM.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link:http://www.hindwarehomes.com/pdf/material-subsidiary-policy-version-ii.pdf
Your Directors have recommended a dividend of Rs.4/- (i.e. 200%) per equity share (lastyear Rs.4/- (i.e. 200%) per equity share) on equity shares of Rs.2/- each for thefinancial year ended 31 March 2018 amounting to Rs.3486 lakhs (inclusive of DividendDistribution Tax Rs.594 lakhs). The dividend payout is subject to approval of members atthe ensuing Annual General Meeting.
The dividend will be paid to members whose names appear in the Register of Members ason 25 August 2018 and in respect of shares held in dematerialized form it will be paid tomembers whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owners as on 24 August 2018.
TRANSFER TO RESERVES
The Board proposes not to transfer any amount out of the profit for the year underreview to the general reserve.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as onthe Balance Sheet date.
AUDITORS AND AUDITORS' REPORTS
At the 57th Annual General Meeting of the Company held on 3 August 2017 theshareholders approved the appointment of M/s. Lodha & Co Chartered Accountants asstatutory auditors of the Company having Firm's Registration No. 301051E to hold theoffice till the conclusion of the 62nd Annual General Meeting subject to ratification ofthe appointment by the shareholders at every Annual General Meeting. As per thenotification issued by Ministry of Corporate Affairs (MCA) dated 7 May 2018 for TheCompanies (Amendment) Act 2017 and Companies (Audit and Auditors) Amendment Rules 2018the appointment of Statutory Auditors is not required to be ratified at every AnnualGeneral Meeting therefore no resolution for such ratification is taken in the Notice ofthe ensuing AGM.
The Notes on Financial Statement referred to in the Auditors' report areself-explanatory and therefore do not require any further comments.
The Board had appointed M/s DMK Associates Company Secretaries New Delhi (Ms. MonikaKohli Practicing Company Secretary CP No.4936) to conduct Secretarial Audit for thefinancial year 2017-18 pursuant to the provisions of Section 204 of the Companies Act2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in Form MR 3 for the financial year 2017-18 is enclosed asAnnexure A to this Report. The Secretarial Audit Report does not contain any observationor adverse remark.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed in sub section (3)(m) of Section 134 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are enclosed as Annexure B to thisReport.
During the year under review the Company did not issue equity shares. The paid-upEquity Share Capital as on 31 March 2018 was Rs.1445.97 lakhs.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 the extract of theAnnual Return in Form No. MGT 9 is enclosed as Annexure C to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors in terms of Section 134(3)(c) of the Companies Act 2013 state that:
a) in the preparation of the annual accounts for the year ended 31 March 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct had been followed and there are no material departures from the same;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2018 and of the profit ofthe Company for the year ended on that date;
c) the Directors had taken proper and sufficient 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;
d) the Directors had prepared the annual accounts going concern' basis;
e) the Directors had 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 had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
The report on Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms an integral part of this Report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of corporate governance is attached to the report on Corporate Governance.
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. The disclosure in Form AOC-2 is enclosed as Annexure D to this report. During theyear the Company has not entered into any contract / arrangement / transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.hindwarehomes.com/pdf/related-party-transaction-policy-version-ii-new.pdf
Your Directors draw attention of the members to Note 51 to the financial statementswhich set out related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has a Corporate Social Responsibility Committee in place as per theprovisions of Section 135 of the Companies Act 2013 comprising of Mr. Salil BhandariChairman Dr. Rajendra Kumar Somany Mr. Sandip Somany and Mrs. Sumita Somany as othermembers of the Committee.
The Company's Corporate Social Responsibility Policy (CSR Policy) duly approved by theBoard indicates the activities to be undertaken by the Company to fulfil the expectationof our Stakeholders and to continuously improve our social environmental and economicalperformance while ensuring sustainability and operationalcare success of our Company. TheCompany would also undertake other need based initiatives in compliance with Schedule VIIto the Companies Act 2013.
The guiding principles for all CSR initiatives of the Company on are as follows:
Establishing a guideline for compliance with the provisions of Regulations todedicate a percentage of Company's profits for social projects;
Ensuring the implementation of CSR initiatives in letter and spirit throughappropriate procedures and reporting; and
Creating opportunities for employees to participate in socially responsibleinitiatives.
The CSR Policy may be accessed on the Company's website at thelink:http://www.hindwarehomes.com/pdf/CSR-Policy-Version-II.pdf
The Annual Report on CSR Activities for the financial year 2017-18 is enclosed asAnnexure E to this report.
DISCLOSURE UNDER SECRETARIAL STANDARD
The Directors state that the Company is complying with all the applicable SecretarialStandards on meetings of the Board of Directors.
NUMBER OF BOARD MEETINGS
During the year under review four Board Meetings were convened and held. For furtherdetails please refer Report on Corporate Governance which is forming part of this AnnualReport.
The Audit Committee comprises Independent Directors namely Mr. V.K. Bhandari(Chairman) Mr. Salil Bhandari Mr. N.G. Khaitan and Mr. Ashok Jaipuria. For furtherdetails please refer Report on Corporate Governance which is forming part of this AnnualReport.
All the recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM (WHISTLE BLOWER)
The Company has in place a Whistle Blower Policy to establish a vigil mechanism forDirectors/Employees and other stakeholders of the Company to report concerns affecting thesmooth and efficient running of operations of the Company. This Policy documents theCompany's commitment to maintain an open work environment in which employees consultantsand contractors are able to report instances of unethical or undesirable conduct actualsuspected fraud or violation of the Company's Code of Conduct.
The Vigil Mechanism (Whistle Blower) Policy is available on Company's website at thelink: http://www.hindwarehomes.com/pdf/vigil-mechanism-(whistle-blower)-version-ii.pdf
The Company has in place a Remuneration Policy for appointment of Directors KeyManagerial Personnel Senior Management and their remuneration as per the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Remuneration Policy is available on Company's website at the link:http://www.hindwarehomes.com/ pdf/Nomination-and-Remuneration-Policy-VersionII.pdf
DIVIDEND DISTRIBUTION POLICY
The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The policy wasadopted to set out the parameters that will be taken into account by the Board indetermining the distribution of dividend to its shareholders and /or retaining profitearned by the Company. The Policy is available on Company's website athttp://www.hindwarehomes. com/pdf/Dividend-Distribution-Policy.pdf
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 forms part of the notes to the Financial Statements (Please refer NoteNos. 7 8 13 17 and 59).
PARTICULARS OF EMPLOYEES
Information required as per Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure F to this Report.
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 a statement showing the names and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rules is provided in the Annual Report which forms part of this Report. Havingregard to the provisions of the first proviso to Section 136(1) of the Act and as advisedthe Annual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the Registered Office of theCompany at Kolkata on any working day between 3.00 p.m. to 5.00 p.m. till the date of theensuing AGM and any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished on request.
The internal control systems are commensurate with the size scale and complexity ofthe operations of the Company. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with the applicable statutes safeguarding assets from unauthorized useexecuting transactions with proper authorization and ensuring compliance with corporatepolicies. The Company uses SAP - a well-accepted enterprise resource planning (ERP) systemto record data for accounting consolidation and management information purposes andconnects to different locations for efficient exchange of information. The Company hascontinued its efforts to align all its processes and controls with best practices.
The Audit Committee of the Board of Directors comprising of Independent Directorsreviews the effectiveness of the internal control system across the Company includingannual plan significant audit findings adequacy of internal controls and compliance withaccounting policies and regulations.
INTERNAL FINANCIAL CONTROLS
The Company has in place an adequate Internal Financial Controls framework. The Companyhas documented Risk and Control Matrices (RACM) covering all activities and all controlsare tested for design and operating effectiveness as part of its Internal FinancialControl reporting framework. The Company has laid down policies and procedures for allcritical processes. The financial controls are evaluated for both design and operatingeffectiveness by an external consulting firm of repute as well as by our in-house internalaudit team.
In our view the Internal Financial Controls are adequate and are in line with bestpractices applicable to organizations of a similar size nature and complexity.
The Company has a robust Risk Management framework which identifies and assessesstrategic operational financial and compliance risks and monitors the effectiveness andefficiency of risk mitigation and control measures. The major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinual basis.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has in place a Sexual Harassment Policy in compliance with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The Internal ComplaintsCommittee (ICC) has been set up to redress complaints regarding sexual harassment if any.
The Directors further state that during the year under review there were no complaintsfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the shareholders in their meeting held on 3 August 2017have approved the reappointment of Dr. Rajendra Kumar Somany as Chairman and ManagingDirector of the Company for a further period of 3 years with effect from 9 January 2018.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Sumita Somany Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offered herself forre-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria and framework adopted by the Board. Inaddition the performance of Board as a whole and committees were evaluated by the Boardafter seeking inputs from all the Directors on the basis of various criteria.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of Board as a whole and performance of the Chairman was evaluatedtaking into account the views of the Executive Directors and Non-executive Directors. Theevaluation process has been explained in the Corporate Governance Report section of theAnnual Report.
None of the Independent Directors are due for retirement and/or re-appointment at theensuing AGM of the Company. However the Notice of the ensuing AGM proposes a specialresolution for continuation of Mr. V.K. Bhandari as Independent Director on the Board ofDirectors of the Company in accordance with SEBI circular dated 9 May 2018.
TRAINING OF INDEPENDENT DIRECTORS
The details of programmes conducted for familiarization of Independent Directors withthe Company nature of the industry in which the Company operates business model of theCompany etc. has been uploaded on the Company's website at the web link :http://www.hindwarehomes.com/training_of_directors.aspx #section 2.
For further details please refer Report on Corporate Governance which is forming partof this Annual Report.
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. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. Issue of Employees Stock Option to employees of the Company under any scheme.
5. The Managing Directors/Whole-time Directors of the Company do not receive anyremuneration or commission from any of its subsidiaries.
6. 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 exceptHon'ble National Green Tribunal has issued an order dated 14 March 2017 for revocation ofconsent to operate and direction for closure of our Kaharani Faucets unit situated in thedistrict Alwar in the State of Rajasthan under Section 25/26 of the Water (Prevention andControl of Pollution) Act 1974 and Section 21/22 of the Air (Prevention and Control ofPollution) Act 1981.
Further the Hon'ble National Green Tribunal vide its order dated 22 May 2017 haddirected Rajasthan State Pollution Control Board to allow HSIL Limited to operate itsKaharani faucet manufacturing plant.
Your Directors would like to express their appreciation for assistance and co-operationreceived from the financial institutions banks Government authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by all employees of theCompany.
| ||For and on behalf of the Board of Directors |
|Place: Gurugram ||Dr. Rajendra Kumar Somany |
|Date: 30 May 2018 ||Chairman and Managing Director |