Haldyn Glass Ltd Directors Report

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Jul 25, 2024|03:47:00 PM

Haldyn Glass Ltd Share Price directors Report

Dear Shareholders,

Your Directors are pleased to present the 32nd Annual Report on business and operations of Haldyn Glass Limited ["the Company"] along with the Audited Financial Statements [Standalone and Consolidated] for the financial year ["FY"] ended March 31,2023 and the report of the Auditors thereon.

1) FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2023 on a Standalone and Consolidated basis, is summarized below:

[Rs in Lakhs]
Particulars

Standalone

Consolidated

For the year ended March 31, 2023 For the year ended March 31,2022 For the year ended March 31, 2023 For the year ended March 31,2022
Total Income 32,430.14 21,795.05 32,429.61 21,795.05
Earnings before interest, depreciation and tax [EBIDT] 3,429.29 2125.59 3,463.29 2,125.59
Interest and Finance Charges 121.28 55.42 121.28 55.42
Depreciation 754.01 719.66 754.30 719.66
Profit before Tax 2,554.00 1,350.51 2,587.71 1,350.51
Share of Profit of Joint venture - - 697.82 95.80
Provision for Current Tax 724.57 422.00 733.40 422.00
Provision for Deferred Tax (24.74) (158.09) (24.11) (158.09)
Excess provision of earlier years (115.36] - (115.36] -
Profit after tax 1,969.53 1,086.60 2,691.60 1,182.40
Other comprehensive income/[loss] (24.12) 67.38 (21.98) 79.90
Total comprehensive income for the period net of tax 1,945.41 1,153.98 2,669.62 1,262.30
Surplus brought forward from previous year 15,402.37 14,638.28 13,604.16 12,744.27
Profit available for appropriation 17,371.90 15,724.88 16,295.76 13,926.67
Dividend paid (322.51) (322.51) (322.51) (322.51)
Balance carried forward to Balance Sheet 17,049.39 15,402.37 15,973.25 13,604.16

2) OPERATIONAL PERFORMANCE / STATE OF COMPANYS AFFAIRS:

[a] Standalone Performance:

During the year under review, the total income of your Company stood at Rs 32,430.14 lakhs as against Rs 21,795.05 lakhs in the previous year recording a growth of 48.80%.

The Company earned a profit after tax of Rs 1969.53 lakhs as against Rs 1086.60 lakhs in the previous year recording a remarkable growth of 81.26%.

Due to increase in the profit, the earning per share increased from Rs 2.02 in the previous year to Rs 3.66 in the year under review.

[b] Consolidated Performance:

During the year under review, the total income of your Company stood at Rs 32,429.61 lakhs as against Rs 21,795.05 lakhs in the previous year recording a growth of 48.79%.

The Company earned a profit after tax of Rs 2691.60 lakhs as against Rs 1182.40 lakhs in the previous year recording a remarkable growth of 127.64.%.

Due to increase in the profit, the earning per share increased from Rs 2.20 in the previous year to Rs 5.01 in the year under review.

3) DIVIDEND:

The Board has recommended a dividend of 70% i.e. Rs 0.70 per share of face value of Rs 1/- each, for the approval of the shareholders at the ensuing Annual General Meeting ["AGM"]. The total pay-out on account of dividend, if approved by the shareholders, will be Rs 376.26 lakhs which will be subject to deduction of tax at source as applicable and shall be payable during financial year 2023-24.

4) TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves for the financial year under review.

5) SHARE CAPITAL:

[a] Authorized Capital:

The Authorized share capital of the Company as on March 31, 2023 stood at Rs 1,500 lakhs comprising of 150000000 Equity shares of Rs 1/- each.

[b] Paid-up Capital:

The paid-up share capital of the Company as on March 31,2023 stood at Rs 537.52 lakhs comprising of 53751700 shares of Rs 1/- each.

The Company has not issued and allotted any securities during the year ended March 31,2023.

6] EMPLOYEE STOCK APPRECIATION RIGHTS PLAN:

The Company has only one ongoing Employee Stock Appreciation Rights Plan ["ESAR Plan"] at present. The Members approved the ESAR Plan by way of Postal Ballot on May 27, 2021 for issuance of the Employee Stock Appreciation Rights ("ESARs") to the identified employees of the Company.

The Nomination and Remuneration Committee of the Company, inter-alia, administers and monitors ESARs, implemented by the Company in accordance with the relevant provisions of the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (including any statutory modification(s) and / or re enactment(s) thereof for the time being in force) ("SEBI SBEB Regulations"). During the year under review, the Company had granted 11,11,000 ESARs to its identified employee.

The Company has not introduced any new plan during the year under review.

The Certificate from the Secretarial Auditor, confirming the compliance of ESARs with the provisions of the Act and SEBI SBEB Regulations shall be available for inspection by the Members.

During the year under review, there were no material changes in the ESARs of the Company. The details of the ESARs granted under the aforesaid ESAR Plan and the disclosure in compliance with SEBI SBEB Regulations for the year ended March 31, 2023 is annexed as "Annexure-I" to this report and has also been uploaded on the website of the Company.

7) FINANCIAL STATEMENT:

The Audited standalone and consolidated financial statements for the year ended on March 31,2023 have been prepared in accordance with the Indian Accounting Standards [Ind AS], provisions of the Companies Act, 2013 [hereinafter referred to as "The Act"] read with the Companies [Accounts] Rules, 2014 as amended from time to time and Regulation 33 of the Securities Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 [hereinafter referred to as "SEBI Listing Regulations"]. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31,2023. The standalone and consolidated Audited Statements form an integral part of this Report. The Audited financial statements together with Auditors Report form part of the Annual Report.

8) DEPOSITS COVERED UNDER CHAPTER V OF THE ACT:

During the year under review, the Company has not invited / accepted any deposit within the meaning of Section 73 of the Act and rules made thereunder, as amended from time to time.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans or guarantees given or securities provided by the Company except investment made in wholly owned subsidiary ["WOS"] Haldyn Glass USA Inc., for which Section 186 of the Act is not applicable.

Further, the details of investments in WOS are given in Notes to the financial statements forming part of Annual Report.

10) MANAGEMENT DISCUSSION AND ANALYSIS:

i] INDUSTRY STRUCTURE & DEVELOPMENTS:

The Company is engaged in the business of manufacturing glass containers for various segments of industry, mainly alcoholic and non-alcoholic beverages, food, personal care and homecare. While the alcoholic beverage industry remains the largest customer segment, the company continues to invest in product innovation, talent and leadership resulting in enhanced capabilities to diversify into other segments and geographies. As a result of this, the Company has been able to make good progress in acquiring new customers/brands in other segments and new geographies.

ii] OPPORTUNITIES AND THREATS:

The Indian economy grew at 7.2% in financial year ["FY"] 2022-23. The Economic outlook by global agencies and the World Bank, have kept Indias growth forecast at around 6%

The RBI too estimates growth to be 6.5% in the current fiscal year.

According to forecasts by several agencies, India is expected to be the fastest growing major economy for years to come. Challenges:

The International Monitory Fund [IMF] has cautioned that inflation could remain higher for longer, requiring more monetary policy tightening. Indias economy will be affected to an extent by slowing global trade due to subdued global demand, elevated inflation and high interest rates. Lower labour productivity too will be impediment to the Governments "Make in India" scheme as it will affect countrys competitiveness of India made goods.

However, typical impact of global slowdown, caused by trade slowdown, is cushioned by the relatively high percentage of the economy that comes from domestic consumption. The inflation and rate hike cycles have peaked out and Reserve Bank of India is expected to cut rates from next year.

iii] SEGMENT WISE OR PRODUCT WISE PERFORMANCE:

Your Companys business activity falls within a single primary business segment viz. Glass bottles / containers. As such there are no separate reporting segments.

iv] OUTLOOK:

India, currently, is the Worlds fifth largest economy and is expected to be the Worlds third largest economy by FY 202728. The Made in India initiative is gaining momentum. Several major multinational companies have announced plans to set up operations in India to diversify their supply chain under China+1 policy.

Government of India, is trying to internationalise the rupee by promoting rupee based foreign trade. This will strengthen the rupee, which will result development of financial system and improved economic performance. The Government of India is also continuing its commitment of additional investments in infrastructure, road and railways - which will further supplement the GDP growth prospects.

Haldyn s highlight and outlook:

During FY 2023-24, we are poised to implement our strategy for "growth with diversification" by expanding one furnace for commercial quality glass and transforming our other furnace for premium quality glass. We will modernize both furnaces with the state of the art technology to further enhance the quality of our offering. To facilitate revenues from North American markets, we have also setup our wholly owned subsidiary in the US - which makes us excited about our future prospects.

v] RISKS AND CONCERNS:

Global economy is facing major down side risks from further escalation of ongoing Russian war. Continued tension between China and Taiwan- could further impede global economic recovery.

Faster than expected monetary tightening in the developed economies, slowing growth in the US, China and the euro area has major consequences for global outlook.

Competitive environment and the current surplus capacity in the glass industry will continue to pose some challenges. We recognize that we face risks from increased competition. Our competitors are cognizant of the importance of product development and we see some of them increasing their capacities. The Company also faces the risk of forex volatility and fuel price fluctuations due to increasing crude / gas rates in the International market. .

However, management is hopeful that the resilience of the Indian economy will prevail. We remain confident to navigate these challenges and take advantage of opportunities that lie ahead through innovation and transformation.

vi] INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Internal controls at the Plant, Corporate Office and key areas of business are regularly tested and certified by Internal Auditors. Important internal audit observations and follow up actions thereon are reported to the Audit Committee which also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and system.

vii] DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

During the year under review, we undertook several initiatives to improve productivity as well as the quality of our products, which were well appreciated by our customers. However, we also encountered steep increase in prices of several inputs, but your company was able to successfully pass on these increases to the customers. Consequently, we achieved growth of 49% in revenue and 81% growth in profit after tax.

viii] MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF EMPLOYEES EMPLOYED:

Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company. The industrial relations continued to remain cordial during the year. Employees being a key factor, the Company encourages employees for continuous learning by conducting periodical training programmes throughout the year.

ix] KEY FINANCIAL RATIOS:

The key financial ratios are as below:

Sr. Particulars Standalone Consolidated
No. Financial Year 2022-23 Financial Year 2021-22 Change [%] Financial Year 2022-23 Financial Year 2021-22 Change [%]
1 Debtors Turnover 5.69 4.30 32.30% 5.69 4.30 32.30%
2 Inventory Turnover 12.33 7.34 67.93% 12.33 7.34 67.93%
3 Interest Coverage Ratio 22.06 25.37 -13.05% 28.09 27.10 3.67%
4 Current Ratio 1.87 2.89 -35.06% 1.88 2.89 -34.95%
5 Debt Equity Ratio 0.23 0.04 436.28% 0.24 0.05 380%
6 Operating Profit Margin [%] 8.37 4.17 26.68% 10.66 7.06 51.02%
7 Net Profit Margin [%] 6.16 5.11 20.66% 8.42 5.56 51.44%
8 Return on Networth [%] 10.97 6.5 68.69% 16.28 7.95 104.78%

Note:

Ratios for the previous year are aligned with the current year wherever required due to reclassification and in consistent with industry practice.

? Refer Note 41 of standalone as well as consolidated financial statements for reasons relating to significant changes as compared to previous year.

DISCLOSURE OF ACCOUNTING TREATMENT:

The Company prepares its financial statements in compliance with the prescribed Accounting Standards and hence no further disclosure is required to be made in terms of Part B of Schedule V read with regulations 34 (3) of the Listing Regulations.

11) DIRECTORS & KEY MANAGERIAL PERSONNEL:

a] Directors:

During the year under review, the Board comprises of 7 [Seven] Directors, out of which 4 [Four] Directors are Non-Executive Independent Directors [including a Woman Director], 1 [One] Director is Non-Executive Non-Independent Director and 2 [Two] are Executive Directors including 1 [One] Chairman and 1 [One] Managing Director as follows:

i] Mr. N. D. Shetty - Executive Chairman

ii] Mr. T. N. Shetty - Managing Director

iii] Mr. Rohan Ajila - Non-Executive Non-Independent Director

iv] Mrs. K. J. Udeshi - Non-Executive Independent Director

v] Mr. Sikandar Talwar - Non-Executive Independent Director

vi] Mr. Ajit Shah - Non-Executive Independent Director

vii] Mr. G. Padmanabhan - Non-Executive Independent Director

b] Key Managerial Personnel:

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the Key Managerial Personnel [KMP] of the Company during the year under review:

i] Mr. N. D. Shetty - Executive Chairman

ii] Mr. T.N. Shetty - Managing Director

iii] Mr. Niraj Tipre - Chief Executive Officer

iv] Mr. Ganesh Chaturvedi - Chief Financial Officer

v] Mr. Dhruv Mehta - Company Secretary & Compliance Officer

c] Re-appointment / Resignation:

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Rohan Ajila [DIN: 01549005), NonExecutive Non-Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

Mr. N. D. Shetty, Executive Chairman [DIN: 00025868) shall be completing his tenure of three years on August 15, 2023. On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 03, 2023 has recommended his re-appointment as Executive Chairman of the Company for a further period of two years with effect from August 16, 2023 till August 15, 2025, to the members in the 32nd Annual General Meeting.

Mr. T. N. Shetty, Managing Director [DIN:00587108) shall be completing his tenure of three years on August 15, 2023. On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 03, 2023 has recommended his re-appointment as Managing Director of the Company for a further period of three years with effect from August 16, 2023 till August 15, 2026, to the members in the 32nd Annual General Meeting.

As required under the SEBI Listing Regulations, particulars of Director seeking appointment/reappointment at the ensuing General Meeting has been given in the Notice of the 32nd Annual General Meeting. The aforesaid Directors are not disqualified from being appointed as Director, as specified in Section 164 of the Act.

The proposal regarding the re-appointment of the aforesaid Directors are placed for your approval.

The Board of Directors recommends their re-appointment.

d] Declaration by Independent Directors:

All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6] of the Act and Regulation 25(8) and 16(1)[b] of SEBI Listing Regulations, as amended from time to time and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

e] Number of meetings of the Board:

During the year under review, 5 [Five] Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations. Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms a part of this Annual Report.

f] Committees of the Board:

The Company has constituted various Committees of the Board as required under the Act and the SEBI Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

g] Familiarization program for Independent Directors:

The Company has set familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc.

For details of the familiarisation programme conducted, kindly refer corporate governance report which forms part of this Annual Report.

h] Board Evaluation:

In terms of the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The board carried out an annual performance evaluation of its own performance, individual directors as well as the working of the committees of the board. The performance evaluation of board and committees was carried out by the board after seeking all inputs from all the directors on the basis of criteria such as composition, structure, effectiveness and functioning of the Board and its respective committees.

The performance evaluation of the individual directors was carried out by the entire board excluding the director being evaluated.

In the separate meeting of independent directors, performance evaluation of the Chairperson and the Non Independent Directors and board as a whole was carried out taking into account views of Executive and Non-Executive Directors. The overall performance of chairman, Executive directors, Non-executive directors, Board and Committees of the Board was found satisfactory.

12) CORPORATE GOVERNANCE REPORT:

A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Practising Company Secretary confirming compliance, forms a part of this Annual Report, as per the Listing Regulations.

13) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the Companies [Accounts] Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the "Annexure - II" to this report.

14) CORPORATE SOCIAL RESPONSIBILITY [CSR] - INITIATIVES:

In terms of the provisions of Section 135 of the Act read with Companies [Corporate Social Responsibility] Rules, 2014, as amended from time to time, the Board of Directors has constituted a Corporate Social Responsibility ["CSR"] Committee under the Chairmanship of Mr. T. N. Shetty, Managing Director [DIN:00587108). The other members of the Committee are Mr. Sikandar Talwar, Independent Director [DIN: 01630705) and Mrs. K. J. Udeshi, Independent Director [DIN: 01344073). Your Company also has in place a CSR policy and the same is available on your Companys website at www.haldynglass.com and the weblink thereto is http://www.haldynglass.com/direct/csr-policy.pdf.

During the year under review, the Company was required to spend Rs 28,73,874 [after setting off surplus expenses incurred during previous financial year] towards CSR initiatives. The CSR Committee has approved the activities to be undertaken for spending CSR towards promotion of education.

During the FY 2022-23, the Company has spent the amount of Rs 28,78,876 towards CSR initiatives. The Report on CSR activities as required under the Companies [Corporate Social Responsibility] Rules, 2014, as amended from time to time, is annexed as "Annexure - IN" forming part of this Report.

15) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)[a] of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at www.haldynglass.com and the weblink thereto is http://www.haldynglass.com/direct/AnnualReturn/ MGT-7Z2022-23.pdf

16] MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company has initiated relining activity for one of its furnace from June 8, 2023 and due to the same the production and profitability may get impact.

There have been no other reportable material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

17) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

18) DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company has one wholly owned subsidiary as well as one joint venture Company as at the end of the financial year ended March 31,2023. Details of the same are as follows:

Sr. No. Name and Address of the Company CIN/GLN/EIN Holding/ Subsidiary/ Associate % of equity shares held Applicable Section
1. Haldyn Glass USA Inc. 92-0490518 Wholly Owned Subsidiary 100%# 2(87) of the Act
2. Haldyn Heinz Fine Glass Private Limited["HHFGPL"] B-1202, Lotus Corporate Park, Off Western Express Highway, Goregaon [East], Mumbai - 400 063 U26960MH2015PTC261972 Associate *56.80%* 2(6] of the Act

# The Board of Directors at its meeting held on October 4, 2022, had considered and approved the incorporation of wholly owned subsidiary in USA and investment of one thousand dollars in the share capital of the same.

* The shareholding of the Company in HHFGPL is 56.80% as on March 31,2023. Though this has resulted in HHFGPL becoming a subsidiary of the Company based on percentage holding, however, the Company will exercise rights and control in accordance with the terms of the agreements entered with joint venture partners. As the Companys substantive rights would remain restricted, HHFGPL will continue to be an Associate/ Joint Venture of the Company.

Pursuant to the provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys wholly owned subsidiary as well as associate Company in Form AOC-1 is attached to the financial statements of the Company as "Annexure- IV" to this Report.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

Performance highlights:

HHFGPL:

The Board of Directors is pleased to inform you that we continue to be excited and optimistic about our joint venture["JV"], which has been accretive to our profitability in our endeavour to build out our capabilities and global presence. The JV has reported a healthy profit this year and we are pleased to announce that we are going for an expansion and a furnace rebuild. We have gained additional international customers while concurrently increasing our market share in the premium segment in India.

Haldy Glass USA Inc:

Keeping long term strategy for growth into consideration, the Company has incorporated a wholly owned subsidiary in USA. This being at nascent stage, impact of the same shall be experienced in times to come, once it becomes fully operational.

19) CONSOLIDATED FINANCIAL STATEMENT:

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statement together with Auditors Report forms part of the Annual Report.

20) NOMINATION AND REMUNERATION POLCIY:

In terms of the provisions of the Act and the SEBI Listing Regulations as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees has been formulated by the Committee and approved by the Board by Directors. The details of the policy is available on the Companys website at www.haldynglass.com and the weblink thereto is www.haldynglass.com/direct/nomination-remuneration.pdf.

21) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is attached herewith as Annexure-V".

22) VIGIL MECHANISIM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the companys Code of Conduct. The Vigil Mechanism is available on the website of the Company at http://www.haldynglass.com/direct/vigil-mech.pdf

23) RISK MANAGEMENT:

We firmly believe that efficient monitoring and management of risks are essential for the Company to achieve its strategic objectives. To accomplish this, the Company has in place a Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach for identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.

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Under the current challenging, competitive and disruptive environment, the strategy for mitigating inherent risks in accomplishing the growth plan of the Company is imperative. The common risks inter-alia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

24) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)[C] of the Act, your Directors hereby state and confirm that:

i] In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departures.

ii] Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as of March 31,2023 and of the Companys profit for the year ended on that date.

iii] Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv] The annual financial statements have been prepared on a going concern basis.

v] The internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

vi] Proper systems were devised to ensure compliance with the provisions of all laws applicable to the Company and that such systems were adequate and operating effectively.

25) RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the FY 2022-23 were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act, Rules made thereunder and the Listing Regulations.

All related party transactions are placed before the Audit Committee, the Board and the shareholders, if required for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted, are subsequently audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has also taken the approval of members at 31st AGM held on September 14, 2022, for entering material related party transactions with Haldyn Corporation Limited [Promoter Group] as per the requirements of the Listing Regulations, as amended from time to time.

The details of transactions with related parties are given in the notes to the financial statements in accordance with the Accounting Standards.

Particulars of contracts / arrangements with related parties entered into under section 188(1) are available in Form AOC-2 as "Annexure -VI" to this report.

The Company has not given any loan to its Associate Company and hence disclosure under Part A of Schedule V read with regulation 34 (3) of Listing Regulations is not required.

As required under Regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with related party transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website at www.haldynglass.com and the weblink thereto is http://www.haldynglass.com/direct/relatedparty.pdf

26] AUDITORS AND AUDITORS REPORTS:

a] Statutory Auditor:

At the Companys 31st Annual General Meeting held on September 14, 2022, M/s. KNAV & CO. LLP [Firm Registration No. 120458W / W100679), Chartered Accountants were appointed as statutory auditors of the Company for a period of 5 [five] years, till the conclusion of 36th Annual General Meeting.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.

b] Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, as amended from time to time, the Company had appointed M/s. SPANJ & ASSOCIATES, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2022-23. The Report of the Secretarial Audit carried out is annexed herewith as "Annexure-VM".

The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.

The Board has on the recommendation of the Audit Committee re-appointed M/s. SPANJ & ASSOCIATES, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2023-24.

c] Cost Audit:

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

27) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL] ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Respect for Gender Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the sexual harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed thereunder.

The said policy is uploaded on the website of the Company at www.haldynglass.com and the weblink thereto is at http://www. haldynglass.com/direct/sexualharassment.pdf

Your Directors state that during the year under review, there were no cases filed pursuant to the sexual harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

28) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

29) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND [IEPF]:

During the year under review, your Company has transferred a sum of Rs 7,51,362 [Rupees Seven Lakh Fifty One Thousand Three Hundred and Sixty Two only] to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Act. The said amount represents dividend for the FY 2014-15 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

As per the Investor Education and Protection Fund Authority [Accounting, Audit, Transfer and Refund] Rules, 2016 ["IEPF Rules"], as amended from time to time, the Company has uploaded the information in respect of the unclaimed dividends on the website of the Company at www.haldynglass.com.

Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 34,310 Equity Shares of face value Rs 1/- per share to the demat account of the IEPF Authority during FY 2022-23.

The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares transferred to IEPF are uploaded on the website of the Company at www.haldynglass.com

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the Companys website at www.haldynglass.com

30) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made against the company or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

31) GREEN INITIATIVE:

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. To support the companys Green Initiative, members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with our Registrar and Share Transfer Agent- M/s. Universal Capital Securities Private Limited ["RTA"] in case the shares are held by them in physical form. Your Company appeals other Members also to register themselves for receiving Annual Report/documents in electronic form.

32) ACKNOWLEDGEMENT:

The Directors would like to extend their sincere gratitude to the Companys customers, vendors, and investors for their unwavering confidence and patronage. We are deeply appreciative of the continuous support received from financial institutions, business associates, regulatory and governmental authorities, whose cooperation, support, and guidance have been instrumental in our success.

The Directors express their utmost appreciation for the dedicated efforts and contributions of every employee including the workmen at our manufacturing plants, who have demonstrated unwavering support and resilience during these challenging times. It is through the collective efforts of our stakeholders and employees that we continue to thrive and achieve our goals.

For and on behalf of the Board
N. D. Shetty
Executive Chairman
[DIN: 00025868)
Place : Mumbai
Date : August 03, 2023

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