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Hem Holdings & Trading Ltd Directors Report

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Feb 14, 2025|03:41:00 PM

Hem Holdings & Trading Ltd Share Price directors Report

Dear Members,

Y our directors are pleased to present their 42nd Annual Report and Accounts of your Company for the year ended on 31st March, 2024.

FINANCIAL RESULTS

(Rs in Lakhs)

At

31 March,2024

At

31 March,2023

Total Income

35.10 12.72

Total Expenses

16.40 13.58

Profit before tax

18.70 (0.86)

Profit after tax

15.17 (1.36)

Other Comprehensive Income

39.24 1.58

Total Comprehensive Income

54.41 0.22

PERFORMANCE REVIEW

Total income for the Financial Year 2023-24 is Rs. 35.10 lacs as against Rs. 12.72 lacs in previous year. Profit before tax for the financial year 2023-24 increased to Rs. 18.70 lacs as against Rs. (0.86) lacs for previous financial year and Profit after Tax is Rs.15.17 lacs against Rs. (1.36) lacs for previous financial Year.

The Company does not have any subsidiary, or associate, or joint venture Company.

RESERVES

The Company has not transferred any amount to General Reserve Fund during FY 2023-24.

DIVIDEND

In order to conserve funds of the Company, for future growth, the Board of Directors regrets that no dividend is being recommended for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

No amount is required to be transferred under the provisions of Section 125(2) of the Companies Act,2013 as there was no dividend declared and paid in last years.

REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, no remuneration has been paid to Directors of the Company.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company conducts the Familiarization Programme for the Independent Directors to provide the man opportunity to familiarize with the Company, its Management and its operation so as to gain a clear

Understanding of their roles, rights and responsibilities and contribute significantly to wards the growth of the Company.

NOMINATION AND REMUNERATION POLICY

The Company continues to consider human resources as its invaluable assets. This policy on nomination and remuneration of directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the Listing Agreement.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or a commitment occurring after 31 March, 2024, which may affect the financial position of the Company or may require is closure.

COMPLIANCE WITH RBI GUIDELINES

Your company has adopted "Fair practices Code" and complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the RBI for every NBFC Company from time to time.

PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 and Section 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014 including (any statutory modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the specified regulations of Corporate Governance was not applicable on the Company during the financial year 2023-24.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost and it as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company and accordingly no such accounts and records are made and maintained.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

st

There was no change in the nature of business of the Company during the Financial Year ended 31 March,2024.

NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were five Board Meetings held during the Financial Year 2023- 0/1 .

Sr. Date of Meeting No

Board Strength No. of Directors Present

1. 30.05.2023

3 3

2. 01.08.2023

3 3

3. 14.08.2023

3 3

4. 07.10.2023

3 3

5 08.01.2024

3 3

6. 13.02.2024

3 3

Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Audit Committee

The Composition of the Audit Committee of the Board of Directors of the Company along with the details of the meetings held and attended during the financial year ended 31st March, 2024 is detailed below:

Date

Audit Committee Attendance

30.05.2023

3/3

14.08.2023

3/3

07.10.2023

3/3

13.02.2024

3/3

 

Name of the Member(s)

Category Category No. of Meeting attended

Anup Kumar Das

Chairman Independent

Director

1/1

Ketan M Shah

Member Non-Executive

Director

4/4

Sangeeta K Shah

Member Managing

Director

4/4

Sanjay Gupta

Chairman Independent

Director

3/4

NOMINATION AND REMUNERATION COMMITTEE

The committee met once during the year on 13.02.2024 . The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the members of the Committee during the financial year 2023-24 is detailed below:

Name of the Member(s)

Category Attendance

Mrs. Sangeeta Ketan Shah

Managing Director 1/1

Mr. Ketan M Shah

Non-Executive Director 1/1

Mr. Sanjay Gupta

Independent Director 1/1

STAKEHOLDERS RELATIONSHIP COMMITTEE.

The committee met once during the year on 13.02.2024. As on 31st March, 2024, the Stakeholders Relationship Committee consists of the following members:

Name of the Member

Status Meeting Category

Mr. Sanjay Gupta

Chairman 1/1 Independent

Director

Mr. Ketan M Shah

Member 1/1 Non-Executive Director

Mrs. Sangeeta K Shah

Member 1/1 Managing Director

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act,2013, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, If any;

b) They have selected such Accounting Policies and applied them consistently and made judgment 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 March 31,2024 and of the profit and loss of the company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a Going Concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and are operating effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy, Technology Absorption under Section 134 of the Companies Act,2013 read with the Companies (Accounts) Rules, 2014 are attracted. It is further stated that there was no inflow and outflow of foreign exchange.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16,2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company has adopted "IND AS" with effect from April 01,2019.

RISK MANAGEMENT POLICY

The Company constantly manages monitors and reports on the principal risk and uncertainties that can have an impact on the Company. Your directors keep a close watch on the risk prone areas and take actions from time to time.

INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Control System, commensurate with its size, scale and operations to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliance. During the year no, reportable material weakness in the design or operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 168 of Companies Act, 2013, Mr. Anup Kumar Das, director has tendered his resigned with effect from 01st August 2023 as Non-Executive Independent Director of the Company. And Mr. Sanjay Gupta has Appointed with effect from 02nd August, 2023 as Additional Director in the capacity of Non-Executive, Independent Director of the Company.

During the year under review, Mrs. Akanksha Kotwani, Company Secretary and Compliance Officer of the Company has tendered her resigned with effect from 8th January, 2024 (After closure of Business hours).

STATUTORY AUDITORS

The members of the Company at the 39th Annual General Meeting held on 30th September, 2021 has approved the appointment of M/s. Harsh Jain & Associates , Chartered Accountants, Durg , having ICAI Firm Registration No. 007639C as the Statutory Auditors of the Company for a period of one year, from the conclusion of the 39th Annual General Meeting till the conclusion of 40th Annual General Meeting of the Company going to be held in the year 2022.

Accordingly, based on the recommendation of the Audit Committee and confirmation received from M/s. Harsh Jain & Associates , Chartered Accountants, Durg , having ICAI Firm Registration No. 007639C on their eligibility, the members has re-appointment of M/s Harsh Jain & Associates, Chartered Accountants, Durg , as the Statutory Auditors of the Company to hold the office for a period of five year from the conclusion of this 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company to be held in the year 2027 subject to approval of members of the Company in ensuring Annual General Meeting of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended 31st March, 2024.

SECRETARIAL AUDITOR AND THEIR REPORT

Mrs. Meena Naidu, Practicing Company secretary had been appointed as Secretarial Auditor of the Company for the FY 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed here with as Annexure-II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, details are required to be disclosed.

FRAUDS REPORTED BY AUDITORS

The Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds under section 143(12) of the Companies Act,2013, including rules made there under.

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return of the Company has been placed on the website of the Company www.hemholdings.com.

RELATED PARTY TRANSACTIONS

There is no materially significant Related Party Transaction made by the Company during the year that would require shareholders approval under the Listing Regulations.

Details of the transaction with Related Parties are provided in accompanying financial statement. There was no transaction during the year which would require to be reported in form no AOC-2.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

During the Financial Year 2023-24, no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 was made by the Company. Details of Loans, Guarantees and Investments outstanding as on 31st March, 2024 are given in the notes to the financial statements.

CHANGE IN CAPITAL STRUTURE AND LISTING OF SHARES

Presently the Companys shares are listed on the Bombay Stock Exchange (BSE). There are no changes in Capital Structure during the F.Y ended 31 March, 2024. Your company has not issued equity shares with differential rights as to dividends, voting or otherwise, and does not have ESOP scheme for its employees/Directors.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration attracting provisions of section 134 (3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment& Remuneration of Managerial Personnel) Rules,2014.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). In accordance with the provision of Section 152 of the Companies Act, 2013, none of Independent Director is liable to retire by rotation.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Meeting the requirements of the statue and considering Boards Performance evaluation as an important step for a

board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluation prescribed in the provisions of the Companies Act, 2013 read with rules issued thereunder and the Listing Regulations (including any statutory modifications or re- enactment (s) for the time being in force). The process for evaluation of the annual performance of the Director/Board/Committees was carried out. The overall outcome was positive.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employee of the Company is constituted as per Section 177 (9) to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and report etc.

NBFC LICENSE

Hem Holdings and Trading Limited is one of the certified non-deposit accepting (Category-B) NBFC business institutions from Reserve Bank of India engaged in investments and other investment advisory financial services.

Hem Holdings and trading limited since 1980 has been engaged in providing quality services in field of Investment and buying, selling, under writing, investing, acquire and hold securities of every kind whether issued by Companies operating within India or outside.

GENERAL

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: -

(a) The Company is not covered under Section 135(2) of the Companies Act, 2013 and as such no disclosure regarding Corporate Social Responsibility is required under the said section or applicable rules.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

(c) 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.

(d) Your Company has not made any one-time settlement with any of its lenders.

(e) There is no application filed or made under the Insolvency and Bankruptcy, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-

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

As the Company has no employee therefore not covered under the disclosure required under Sexual Harassment of Women at Workplace (Prevention , Prohibition and Redressal)Act, 2013.

ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and record their appreciation for the commitment and dedicated efforts

put in by all the employees. Your director takes this opportunity of expressing the assistance and co-operation extended to the Company by banks, employees, members and all other persons.

For and on behalf of the Board of Directors

(Ketan Moolchand Shah)

(Sangeeta Ketan Shah)

DIRECTOR

DIRECTOR

DIN:00312343

DIN:05322039

 

Place: Bhilai
Date: 03.06.2024

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