Hawa Engineers Ltd Directors Report.

To,

The Members,

Hawa Engineers Limited

Your Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Statements of Accounts for the Year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

Particulars Year Ended Year Ended
31/03/2019 31/03/2018
Revenue from Operations 50,50,26,568 55,18,81,620
Other Income 45,70,919 32,99,444
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 3,76,60,384 3,68,32,394
Less: Depreciation/ Amortisation/ Impairment 92,06,138 90,14,792
Profit /loss before Finance Costs, Exceptional items and Tax Expense 2,84,54,246 2,78,17,602
Less: Finance Costs 1,79,82,566 1,29,52,333
Profit /loss before Exceptional items and Tax Expense 1,04,71,680 1,48,65,269
Add/(less): Exceptional items 0 0
Profit /loss before Tax Expense 1,04,71,680 1,48,65,269
Less: Tax Expense (Current & Deferred) 31,15,712 50,91,611
Profit /loss for the year (1) 73,55,968 97,73,658
Total Comprehensive Income/loss (2) 0 0
Total (1+2) 73,55,968 97,73,658
Balance carried forward 9,63,18,643 8,88,33,428

OPERATIONAL OVERVIEW

During the Year under review, the total revenue from operations (gross) of your Company stood at Rs. 50,50,26,568 as against Rs. 55,18,81,620 for FY 2017-18. However, Earnings before interest, tax, depreciation and amortization (EBITDA) were Rs. 3,76,60,384 registering a growth as against Rs. 3,68,32,394, in 2017-18. Profit after tax (PAT) for the year was Rs. 73,55,968 over the PAT of Rs. 97,73,658 in 2017-18. The movement of finished products from factory, arrangement of raw materials etc was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.

Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year.

Your Company has taken effective steps to improve its production and sales during the year under review.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

The Company proposes to transfer Rs. 75,00,000 to the general reserve out of the amount available for appropriation and an amount of Rs. 75,00,000 is proposed to be retained in the profit and loss account.

DIVIDEND

The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend Dividend this year.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

"There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report."

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2019 is Rs. 3,52,64,000/- comprising of 35,26,400 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIN/DPID/ FULL NAME DESIGNATION DATE OF
PAN APPOINTMENT
00006879 Mr. Aslam Kagdi Managing Director 01/06/2000
and CFO
00006898 Mr. Asad Kagdi Managing Director 26/03/1999
00006940 Mr. Mohammedkhan Pathan Director 30/04/2004
01989939 Mr. Shad Mdafzal Ranginwala Director 31/01/2008
06487724 Mr. Anwarahmed Mohammed Javid Daruwala Director 15/02/2013
06967822 Mrs. Sabana Amjad Rehmani Director 30/09/2014

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mr. Aslam Kagdi, (DIN: 00006879) Director & CFO of the Company is liable to retire by rotation at the ensuing AGM and being eligible off ers himself for reappointment.

The Board of Directors in its meeting held 8th February, 2019, on the recommendations of the Nomination and Remuneration Committee ("NRC"), further recommends to the members of the Company to reappointment of Mr. Aslam Kagdi, (DIN: 00006879), as director liable to retire by rotation.

Mr. Mahaboob Abdul Raheman Shaikh (DIN: 02378611) resigned as a Director of the Company w.e.f 18th May, 2018 due to pre-occupancy. The Board places on record the deep appreciation for valuable services and guidance provided by him during the tenure of his Directorship.

Mr. Mohammed Sajid Mehboobmiya Sacha (DIN: 03268965) resigned as a Director of the Company w.e.f 10th January, 2019 due to pre-occupancy. The Board places on record the deep appreciation for valuable services and guidance provided by him during the tenure of his Directorship.

Mr. Anwarahmed Mohammed Javid Daruwala, Mr. Shad Mdafzal Ranginwala and Mrs. Sabana Amjad Rehmani, Independent Directors of the Company will complete their term on 1st October, 2019. The Board of directors had on the recommendations of the NRC Re-appointed them in Board Meeting Held on 27th June, 2019, and placed the same for the approval of the members in the ensuing AGM, to re-appoint Mr. Anwarahmed Mohammed Javid Daruwala, Mr. Shad Mdafzal Ranginwala and Mrs. Sabana Amjad Rehmani as Independent Directors for a second term w.e.f. 1st October, 2019 for a period of five years upto 30th September, 2024.

The existing tenure of Mr. Aslam Kagdi as Managing Director, Mr. Asad Kagdi as Joint Managing Director and Mr. Mohammedkhan Pathan as Whole Time Director came to an end on 8th February, 2019. The Board of directors had, on the recommendations of the NRC and subject to the approval of the members in the ensuing AGM, re-appointed Mr. Aslam Kagdi as a Managing Director designated as CFO, Mr. Asad Kagdi as a Joint Managing Director and Mr. Mohammedkhan Pathan as a Whole Time Director w.e.f. 8th February, 2019 for a period of three years upto 7th February, 2022 as per the terms specified in the draft agreement to be placed before the ensuing AGM.

Necessary resolutions for the appointment / re-appointment of the aforesaid directors and their detailed profiles have been included in the notice convening the ensuing AGM and details of the proposal for appointment / reappointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

During the year, Mrs. Bharti Rathi (ACS No. 42813) resigned as a Company Secretary of the Company w.e.f 14th November, 2018 due to personal reasons.

During the year, Ms. Shital Dalavadi (ACS No. 52448) appointed as a Company Secretary of the Company w.e.f 15th November, 2018.

Mr. Aslam Kagdi, Chief Financial Officer and Ms. Shital Dalavadi, Company Secretary was Key Managerial Personnel on 31st March, 2019.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received Declaration from Mr. Shad Mdafzal Ranginwala, Mr. Anwarahmed Mohammed Javid Daruwala and Mrs. Sabana Amjad Rehmani, Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013 and Reg. 25 (8) & (9) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations).

NUMBER OF MEETINGS OF THE BOARD

The Board met Four times during the Financial Year on 23rd May 2018, 14th August 2018, 14th November 2018 and 08th February 2019 the details of which are mentioned below the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of the following members:

1. Mr. Anwarahmed Mohammed Javid Daruwala, Chairman

2. Mr. Asad Kagdi, Member

3. Mr. Shad Mdafzal Ranginwala, Member

No. of Meeting of Audit Committee held during the year: 4

The Audit Committee met (4) Four times during the financial year on 23rd May 2018, 14th August 2018, 14th November 2018 and 08th February 2019.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Current Policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. As on 31st March, 2019, the Board consists of 6 Directors, 3 of whom are Executive, Managing Director or Whole-time Directors, and 3 are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors, and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by Board, is available on Company website: www.hawaengltd.com.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 the Board has carried out the annual evaluation of the performance of the Board, its Committees and of individual directors has been made. The

Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure-I.

The details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 there is an employee (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year and no employee has salary above Rs. 1 Crore 2 lacs per annum or employed in part of the financial year with average salary above Rs. 8.5 lacs per month.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business.

FRAUDS REPORTED BY THE AUDITOR

During the Year under review, no frauds were reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board.

SUBSIDIARIES AND ASSOCIATES

No disclosure under the provisions of the Companies Act, 2013 and Rules made there under is required by the Company as there is no Subsidiary, Associate or Joint Venture Company.

DEPOSITS

Your Company has not accepted any Deposits and, as much, no amount of principle or interest was outstanding as on date of Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is no required to be annexed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENGERGY:

i. Steps taken or impact on conservation of energy:

Though the company is not a power intensive unit, it has always emphasized the importance of energy conservation at each stage of operation and is in the process of implementing all possible measures of minimizing power consumption.

ii. Steps taken by the Company for utilizing alternative sources of energy: Not Applicable

iii. Capital Investment on energy conservation equipments: Not Applicable

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards Technology Absorption:

Our Company has successfully introduced the Investment Casting Process in steel and Stainless steel of various grades in the manufacturing of Valves. The companys products have been modernized to confirm to international standards of API, BS and DIN.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable

iv. the expenditure incurred on Research and Development:

Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGOING:

Particulars 2018-19 2017-18
Foreign Exchange Earned 18,054,188/- 39,330,038/-
Foreign Exchange Out go 6,52,788/- 6,15,651/-

RISK MANAGEMENT

Apart from normal business risk, no major risk is foreseen that in the opinion of the Board may threaten the existence of the Company. During the Year, the Board has decided that Audit Committee shall identify risk, assess, monitor, review and report the risk engaged in the business and shall also carry out the role of Risk Management.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The board has approved a policy for vigil mechanism which has been hosted on the website of the Company at www.hawaengltd.com .

AUDITORS AND AUDITORS REPORT:

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Yusuf C. Mansuri & Co., Chartered Accountants, Ahmedabad, (FRN. 111768W), were appointed as statutory Auditor of the Company to hold office till conclusion of the Annual General Meeting (AGM) of the Company to held in the year 2020.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be rati_ed at every Annual General Meeting.

The Auditors Report annexed to the financial statements for the year under review does not contain any qualifications.

SECRETARIAL AUDITOR

The Board has appointed M/s Chirag Shah & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith marked as Annexure IV to this Report. One qualification is raised by the Secretarial Auditor in his Secretarial Audit Report for the year under review and the reply of the same is mentioned below in this Directors report.

INTERNAL AUDITORS

M/s Jaykishan Darji & Co., Chartered Accountants, Ahmedabad have been re-appointed as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, from Financial Year 2019-20 by the Board of Directors, upon recommendation of the Audit Committee.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

(i) by the auditor in his report; There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.

(ii) By the company secretary in practice in his secretarial audit report; Following qualification raised by the Secretarial Auditor in his Secretarial Audit Report: Company has not complied with the provision of Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosures and Requirement) Regulation 2015.

Reply of Director for above qualification raised by secretarial auditor:

Company is in process to make necessary compliance and company has informed the all the promoters to dematerialized its all promoter shareholding pursuant to Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS

Your Company is in compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of Annual Return as provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report. The Extract of Annual Return in Form No. MGT 9 is available on the website of the Company at www.hawaengltd.com.

HUMAN RESOURCE:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

b. ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2019 and of the profit or loss of the company for that period.

c. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. d. It has prepared the annual accounts on a going concern basis.

e. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of the performance of the Board, its committees and of individual directors has been made pursuant to the requirements of the Act and the Listing Regulations.

FAMILIARISATION PROGRAMME

The Company undertook various steps to make the Independent Directors have full understanding about the Company. The details of such familiarisation programmes have been disclosed on the Companys website: www.hawaengltd.com

PREVENTION OF INSIDER TRADING

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesnt exceed 10 Crore.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the SEBI (Listing Obligation and Requirement) Regulations, 2015, the Management Discussion and Analysis Report are annexed to this Report as Annexure-III.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & under regulation 21 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, At present the company has not identified any element of risk which may threaten the existence of the company.

DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2018-19 and the date of this Report.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company has not maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 as the said provision is not applicable to Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company has constituted an Internal Complaints Committee across its commercial offices and Manufacturing sites.

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the Companys employees for their tremendous personal efforts as well as their collective dedication and contribution to the Companys performance.

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors
Sd/-
Aslam Kagdi
Place : Ahmedabad Chairman and Managing Director
Date : 27th May, 2019 DIN: 00006879