Hardcastle & Waud Mfg Co Ltd Management Discussions.

Your Directors have pleasure in placing before you their Seventieth Annual Report together with the Audited Financial Statements for the year ended March 31, 2016. The Management Discussion and Analysis is also included in this Report.

1. Financial results AND appropriations

Year ended

Previous Year

March 31, 2016

March 31, 2015

(Rs. Lacs)

(Rs. Lacs)
Profit/ (Loss) before Interest, Depreciation & Exceptional Items 199.11 133.00
Interest 0.01 0.02
Depreciation, etc. 33.05 32.25
Profit/(Loss) before Taxation and Past MAT entitlement lapsed Rs 42.89 Lacs (Prev. Year Nil) 166.05 100.73
Prior Year Adjustments 0.09 (11.70)
Provision for Taxation 60.32 4.90
Deferred Tax 1085.05 (22.77)
Net /Profit/(Loss) after Taxation (979.41) 130.30
Balance b/f from Previous Year 0.10 3037.80
Total Available (979.31) 3168.10-
Transferred to General Reserve - 3168.00
Carried forward (979.31) 0.10

In view of absence of divisible surplus no dividend is being recommended.


The Company achieved a turnover of Rs 506.53 lacs this year as against Rs 365.86 lacs during the previous year. However, due to increase in other indirect business expenses as specified in the notes to the financial statements and reversal of deferred tax asset amount the Company has incurred after tax loss of Rs 979.41 lacs as against profit of Rs 130.30 lacs in the previous year. The Company is hopeful for a better year ahead.


During the year, the Company’s sales of products and services amounted to Rs 506.53 lacs as compared to Rs 365.86 lacs in the previous year, implying approximate growth of 38.45%. The Company’s current business activity consists of two segments, Industrial Chemicals and Investments. During the year under review, revenue from industrial segment was Rs 608.10 lacs in comparison to Rs 470.40 lacs in the previous year and revenue from investments segment was Rs 91.49 lacs in comparison to Rs 104.03 lacs in the previous year.

The activities at Company’s factory were suspended due to lack of orders and business exigencies. The Company has during the current year given its manufacturing assets on lease.

The Company for time being is focusing on increase in revenue and reduction in costs. Efforts are also continuously being made in looking out for new opportunities for business.

The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the reports of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Information pertaining to financial performance forms part of Directors Report.

There were no material developments in Company’s Human Resource Capital. Industrial relations continue to be stable.

4. DIRECTORS: a) At the 69th Annual General Meeting (AGM) held on 30.09.2015, Mr Om Prakash Adukia (DIN: 00017001) was re-appointed as adirector of the Company. Also Mr Dharmendra Agarwal (DIN: 06406889) was appointed as an Independent Director. b) Mr N. S. Karnavat (DIN: 00027130) and Mr Tushar Agarwal (DIN: 00043184), Independent Directors, resigned w.e.f 6.11.2015. On recommendations of the Nomination and Remuneration Committee of the Company (NRC), Mr Chandrakant Khaitan was appointed as an additional director of the Company in the category of Independent Director w.e.f 6.11.2015. However, Mr Chandrakant Khaitan and Mr Dharmendra Agarwal, both independent directors, have since resigned as directors w.e.f 30.5.2016. Mr Sunil Trivedi (DIN: 00387797) and Ms Rekha Pacheria (DIN: 07415573) were appointed as additional directors of the Company w.e.f 30.5.2016, in the category of independent directors. Pursuant to Section 150 (2) of the Act the appointments of both Mr Trivedi and Ms Pacheria need to be approved by members.

The appointees possess requisite expertise and knowledge and are qualified for being Independent Directors of the Company.The Company has also received prescribed notices from members along with security deposits.

Approval of members is being sought for appointment of Mr Trivedi and Ms Pacheria for a term of five years w.e.f 30.5.2016.

Necessary declaration have been received from each independent director under Section 149(7) of the Act that he / she meets the criteria of independence laid down in Section 149 (6) of the Act. c) At the 68th AGM of members Mr Banwari Lal Jatia (DIN:00016823) was re-appointed as Managing Director of the Company for a period of three years w.e.f 01.04.2014. Since the tenure of Mr Jatia would expire on 31.3.2017 the Board at its meeting held on11.8.2016, decided to seek members’ approval for re-appointment of Mr Jatia as Managing Director of the Company for a further period of 3 years. d) Mrs Smita Jatia (DIN: 03165703) retires by rotation at the ensuing AGM but being eligible offers herself for re-appointment. e) Board Evaluation: The Board has carried out an annual evaluation of its own performance,as also of the individual directors and its various committees. The performance of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results. f) Meetings: During the year 5 board meetings were convened and held.


The Board of Directors has reconstituted its following committees:

i) Audit Committee:

Mr Sunil Trivedi (Chairman)

Ms Rekha Pacheria

Mr Om Prakash Adukia

During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has also put in place a vigil mechanism for directors and employees to report their concerns / grievances etc. to the Audit Committee which oversees the functioning of such mechanism.

ii) Nomination and Remuneration Committee:

Mr Sunil Trivedi (Chairman)

Ms Rekha Pacheria

Mr Om Prakash Adukia

The Company’s policy on directors’ and other appointment and remuneration, etc. is attached as ‘Annexure I’ to this report.

iii) Stakeholders’ Relationship Committee:

Mr Om Prakash Adukia (Chairman)

Mr B L Jatia

Mr Sunil Trivedi

iv) Risk Management Committee:

Mr B L Jatia (Chairman)

Mr Om Prakash Adukia

Mr Sunil Trivedi In the Boards’ perception, there are no foreseeable risks which could threat the exigencies of the Company. Share Transfer Committee was also reconstituted for administrative convenience.


The Company has executed a fresh listing agreement with the Bombay Stock Exchange Limited pursuant to SEBI Circular dated 13.10.2015 consequent to notification of the SEBI Listing Regulations.


Pursuant to SEBI order WTM/RKA/MIRSD2/41/2016 dated 22.3.2016, Link Intime India Pvt Ltd were appointed as the Company’s RTA in place of Sharepro Services (India) Pvt Ltd w.e.f. 1.5.2016. Members are requested to note the change and address all correspondence and requests relating to transfer of shares etc to the new RTA whose contact details appear in Annexure - V to this report.


It may be recalled that in the year 2000, pursuant to a Scheme of Arrangement between the Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd) (HCL) the Company had issued and allotted to each member of the Company on a proportionate basis 2 fully paid equity shares of Rs10 each of the Company in lieu of every 5 each equity shares held on the relevant date. For claiming the new share certificates, members so were required to surrender their old certificates. While majority of the members so surrendered their certificates, many members did not do so despite the Company regularly advising them to do so and collect the new certificates through its notices of AGMs.

The Company again sent three fresh reminders to each of such members on 20.11.2015, 29.12.2015 and 29.01.2016. Since the shares remaining unclaimed after the 3rd reminder are required to be maintained in electronic mode, the Company has opened a separate demat account with Rashi Equisearch Pvt Ltd, a registered depository participant, and 9778 such unclaimed shares have been transferred thereto on 27.5.2016 after dematerialization. Members who have not yet collected their share certificates can still do so through the Company’s new Registrars and Transfer Agent, Link Intime India Pvt Ltd.

The voting rights on such unclaimed shares will remain frozen till the rightful owner(s) claim(s) the shares.


With effect from 13.7.2016 the registered office address of the Company has been changed to Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (I) Pvt Ltd, Netivali, Kalyan (E) – 421306, Thane.


Subject to approval of members at the ensuing AGM, the Board of Directors have decided to shift and maintain the Registers and Index of Members at the office of Link Intime India Private Limited, RTA situated at Pannalal Silk Mills Compound, C-13, Lal Bahadur Shastri Marg, Subhash Nagar, Bhandup (West), Mumbai 400078 for administrative convenience.


The website address of the Company has been changed from www.hawcoindia.com to www.hawcoindia.in. Members are requested to make note of the same.


M/s GMJ & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at the AGM held on 30.9.2014 for a period of five years subject to ratification by members at every subsequent AGM. Ratification of the appointment is therefore being sought from members. The Company has obtained a certificate from M/s GMJ & Co. tothe effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder.


The Auditors’ Report does not contain any reservation, qualification or adverse remark.


A Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed hereto as ‘Annexure II’. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.


Details of loans and investments appear in the notes to the financial statements. No guarantees/securities were provided by the Company on behalf of other bodies corporate during the year.


All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any contract/arrangement/transaction with related parties which could be considered to be material.


Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required by Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in ‘Annexure III’ to this report.


None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the Company.


The Company has no subsidiary, joint venture or associate.

20. PARTICULARS OF EMPLOYEES: a. Required particulars of employees under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure – IV’to this report. b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. Extract of ANNUAL return:

An extract of the Company’s Annual Return in form MGT-9 is annexed hereto as ‘Annexure V’.


A report on Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations has been attached to this Annual Report.

A certificate from Mr Shailesh Kachalia, a practicing Company Secretary, regarding compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations is annexed to this Report as ‘Annexure VI’.


Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act, your directors state that:

(a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanation relating to material departures; (b) Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of its loss for that period; (c) Proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities; (d) The annual accounts have been prepared on a going concern basis; (e) Internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operated effectively; and (f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.


Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year; i. Details relating to Deposits covered under Chapter V of the Act; ii. Issue of equity shares with differential rights as to dividend, voting or otherwise; iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme; and iv. No significant or material orders were passed by Regulators or Courts or Tribunals which impact the Company’s going concern status and operations in the future.

Your directorsfurther 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.


The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board
Banwari Lal Jatia Om Prakash Adukia
Managing Director Director
Dated: 11th August, 2016 (DIN: 00016823) (DIN: 00017001)


Extract from Nomination and Remuneration Policy:

Policy relating to Appointment, Criteria of Independence and Remuneration of Directors / Key Managerial Personnel (KMP)

a) Qualifications:-

The objective is to have a Board of an appropriate composition with diverse background and experience and commitment to discharge its responsibilities that are relevant for the Company’s operations such as: i) Educational and professional background; ii) General understanding of the Company’s business; iii) Relevant expertise and experience acquired/possessed as member of board of other bodies corporate; and iv) Requirements prescribed from time to time under the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant law.

b) independence :-

The Committee shall assess independence of directors at the time of appointment / re-appointment as well as annually as laid down in the Companies Act, 2013 and other applicable laws and regulations/ guidelines.

c) Remuneration :- a) The remuneration / compensation / commission etc. payable to the Managing Director / Whole-time Director, Non-Executive / Independent Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to approval of members of the Company and of the Central Government, wherever required. b) The remuneration and commission to be paid to the Managing Director / Whole-time Director shall be in accordance with the percentage / slabs / conditions as per provisions of the Companies Act, 2013 and the Rules made thereunder.

c) Increments to the existing remuneration / compensation structure linked to performance, shall be clear and meet appropriate performance benchmarks and may be recommended by the Committee in the case of directors to the Board which should be within the slabs approved by members in the case of Managing Director / Whole-time Director. d) The Committee does not propose to fix the actual amounts of remuneration that may be payable to each individual KMP or senior management personnel. However, the Committee while fixing the remuneration of any such key personnel shall consider the following:

1. The industry practice for the same level of employment/office;

2. Past performance /seniority of the concerned appointee;

3. The nature of duties and responsibilities cast upon such person by reason of his / her holding that office;

4. The remuneration should be such that it provides adequate incentive to the person to give his / her best to the Company and feel a sense of high satisfaction with the employment;

5. The perquisites to be given to Managing Director / Whole-time Director(s), KMP & Senior Management Personnel will be as per industry practices and or as may be recommended by the Committee to the Board.

Remuneration to Whole–time and other Directors, KMP and Senior Management Personnel:-

The Managing Director / Whole-time Director shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F., pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required, reflecting the short and long term performance objectives appropriate to the working of the Company and its goals.

Commission may be paid within the monetary limits fixed and approved by the Board subject to the overall limit not exceeding 1% of the net profits of the Company computed as per applicable provisions of the Companies Act, 2013.

Sitting Fees:-

The Non-Executive / Independent Directors may receive remuneration by way of fees for attending meetings of the Board or Committees thereof as may be recommended by the Committee and approved by the Board provided that the amount of such fees shall not exceed amounts prescribed in this behalf by the Articles of Association of the Company and or Central Government from time to time.



For the Financial Year ended 31st March, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members of Hardcastle & Waud Mfg. Co. Limited, I have conducted Secretarial Audit of compliance of applicable statutory provisions and adherence to good corporate practices by Hardcastle & Waud Mfg. Co. Limited (hereinafter called ‘the Company’).The audit was conducted in a manner that provided me reasonable basis for evaluating the corporate conduct and statutory compliances of the Company and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by it and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the audit, I hereby report that in my opinion, the Company has, during the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;

iii. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;

iv. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) SEBI (Prohibition of Insider Trading) Regulations, 2015;

(c) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) SEBI (Share Based Employee Benefits) Regulations, 2014;

(e) SEBI (Issue and Listing of Debt Securities) Regulations, 2008;

(f) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealings withclients;

(g) SEBI (Delisting of Equity Shares) Regulations, 2009; and

(h) SEBI (Buyback of Securities) Regulations, 1998.

(i) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). vi. Other Applicable Laws:

1. All labour laws, including the following and amendments thereto, if any;

(a) The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;

(b) Employees’ State Insurance Act, 1948;

(c) Payment of Gratuity Act, 1972; and

(d) Payment of Bonus Act, 1965;

2. All Direct Taxes and Indirect Taxes, including the following and amendments thereto, if any;

(a) Income Tax Act, 1961;

(b) Provisions of Finance Act, 1994 relating to Service Tax;

(c) Central Excise Act, 1944; (d) Customs Act, 1962;

(e) Maharashtra Value Added Tax Act, 2002; and

(f) The Central Sales Tax Act, 1956

3. The Bombay Stamp Act, 1958;

4. Bombay Shops and Establishments Act, 1948;

5. Factories Act, 1948; and

6. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and all other applicable laws for time being.

I have also examined compliance with applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreement entered into by the Company with the BSE Ltd.

During the year under review the Company has complied with provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

i further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with provisions of the Act.

Adequate notice is given to all directors to schedule board meetings and agenda thereof and detailed notes on the agenda are sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors and Committee(s) of the Board.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Company has:

(i) pursuant to SEBI Circular dated 13.10.2015 entered into fresh listing agreement dated 15.12.2015 with BSE for continuing the listing of its securities with the said exchange; (ii) changed the website address of the Company from www.hawcoindia.com to www.hawcoindia.in; (iii) decided to cease activities at the Company’s Sarigam factory due to lack of orders from clients and business exigencies w.e.f 10.3.2016 till further review and to give the facility on lease for the time being.

Shailesh A. Kachalia
Place : Mumbai FCS No. 1391
Date : 09.08.2016 C P No. 3888



Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is provided hereunder:

(A) conservation of energy :
(i) steps taken by the company for utilising alternate sources of steps taken or impact on conservation of energy energy from energy saving equipment and energy efficient technology Appropriate measures are being adopted to derive maximum benefit for the production processes. However, no capital investment for energy conservation equipments was incurred during the year.
(ii) capital investment on energy conservation equipments
(B) technology absorption :
(i) efforts made towards technology absorption : Efforts are being made to develop new processes and their upgradation.
(ii) benefits derived like product improvement, cost reduction, product development or import substitution : The Company has recently ceased its manufacturing activity at the Sarigam Plant in Gujarat w.e.f 10.3.2016.
(iii) in case of imported technology (imported during the last
(a) details of technology imported;
(b) year of import; NIL
(c) three years reckoned from the beginning of the financial year) whether the technology has been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and :


(iv) expenditure incurred on Research and Development : Rs. ( in Lacs)


a. Capital NiL NIL
b. Recurring NiL NIL
Total NiL NIL
(c) Foreign exchange earnings and outgo : Rs. ( in Lacs)


Earned NiL NIL
Outgo 2.78 1.10



Information required pursuant to Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Sr No. Name Designation Remuneration F Y 2015-16 Rs. in lakhs % Increase in remuneration 2015-16 Ratio / Times per Median of employee remuneration
1 Mr Banwari Lal Jatia Managing Director 31.20 14.16 6.96
2 Mr Narendra Abhichandani Chief Financial Officer 8.24 15.73 -
3 Mrs Smita Achrekar Company Secretary 4.05 13.35 -

The median remuneration of employees (7 Nos) of the company during the financial year was Rs. 4.48 lacs (increase of 2.63% over 2014-2015). Note: 1. The average % increase in the remuneration for the non-managerial personnel during the year 2015-2016 over the earlier year was 10.43% as compared to the % increase of 14.32% in the case of managerial personnel. The difference is normal considering the fact that the responsibilities the two categories vary vastly.

2. The Remuneration paid is in consonance with the Remuneration Policy of the Company.



The Members

Hardcastle & Waud Mfg Co. Ltd. Kalyan

I have examined the Company’s compliance of conditions of Corporate Governance as stipulated in the Listing Agreement entered into by the Company with the BSE Ltd applicable upto 30.11.2015 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from 1.12.2015 for the financial year ended March 31, 2016.

Compliance of conditions of corporate governance is the responsibility of the management. My examination was limited to the procedures adopted by the Company for ensuring compliance of conditions of Corporate Governance and implementation thereof. It is neither an audit nor an expression of opinion on the financial statements of the Company.

I have conducted my review on the basis of relevant records and documents maintained by the Company and furnished to me for the review and the information and explanations given to me by the Company.

Based on such review, and to the best of my information and according to the explanations given to me, in my opinion, the Company has complied with conditions of Corporate Governance.

Shailesh A Kachalia
Place : Mumbai CP 3888
Date : 09.08.2016 Company Secretary