hiliks technologies ltd share price Directors report


To,

The Members of

Hiliks Technologies Limited

Our Directors are pleased to present the 38th (Thirty Eighth) Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS

The Companys financial results for the financial year ended on the 31st March, 2023 are as under:

Particulars

For The Year Ended

31st March, 2023 (In Thousands Rs.) 31st March, 2022 (In Thousands Rs.)
Total Revenue 37,662 1,03,508
Total Expenses 36,614 1,02,777
Profit Before Tax & Extraordinary Item 1,137 731
Less: (a) Extraordinary Item 0 0
(b) Current Tax 350 180
(c) Deferred Tax (52) (131)
(d) Short / (Excess) Provision of earlier years 0 649
~Profit/(Loss) from the period from continuing operations 838 34

2. RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2022-23.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business in the financial year under review.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED

As on 31st March, 2023, the composition of Board of Directors and KMPs was as follows:

S. No. Director/KMP DIN/PAN Designation Date of appointment Date of resignation
1. Sandeep * Copparapu 08306534 Whole time Director 12/03/2019 -
2. Rajeev Ramchandra Padhye 07064915 Non-Executive w Director 23/08/2017 -
3. Nagavenkata Padma Bhaskar Vedanabhatla _ 08105714 Independent Director (Non-Executive) 12/04/2018
4. Priti Deepak Rathi 02955237 Independent Director (Non-Executive) "01/02/2022 13/12/2022
5. Jhansi Lakshmi f Adivishnu 07348873 Non-Executive ^ Director 30/09/2022 -
6. Mridul Tripathi ARLPT8962A Chief Financial Officer 18/04/2019 13/12/2022
7. Priya Taluja ARXPT7814P Company Secretary 15/11/2019 01/12/2022
8. Ramakrishnam Raju Datla Chief Financial 0 n Officer 13/12/2022 04/04/2023

During the year under review:

• Mrs. Priti Deepak Rathi was regularized as Independent (Non-Executive) Director in the 37th Annual General Meeting held on 30th September, 2022.

• Mrs. Jhansi Lakshmi Adivishnu was appointed as Non-Executive Director in the 37th Annual General Meeting held on 30th September, 2022.

• Ms. Priya Taluja has resigned from the post of Company Secretary w.e.f 1st December, 2022.

• Mrs. Priti Deepak Rathi has resigned from Independent Directorship w.e.f 13th December, 2022

• Mr. Mridul Tripathi has resigned from the post of Chief Financial Officer (CFO) and Mr. Ramakrishnam Raju Datla was appointed as CFO w.e.f 13th December, 2022

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajeev Ramchandra Padhye and Mrs. Jhansi Lakshmi Adivishnu, Directors are liable to retire by rotation at the ensuing Annual General Meeting of the Company. Your Board of Directors commends their re-appointment.

Further after the closure of financial year 2022-23, Mrs. Brinda Mahajan was appointed as Company Secretary of the Company w.e.f 5th July, 2023.

6. MEETINGS

The Board met eight times during the financial year 2022-23. The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013.

7. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149 (7) of the Companies Act, 2013 and rules made thereunder.

8. STATEMENT OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year under review, no Independent Director was appointed.

9. PERFORMANCE EVALUATION

In pursuance of the provisions of the Act, the evaluation of performance of the Board as a whole, Committees of the Board, Directors individually and Chairperson of the Company was carried out for the Financial Year 2022-23. The performance of each Director has been evaluated by Nomination and Remuneration Committee.

10. DIRECTORS APPOINTMENT AND REMUNERATION POLICY

In terms of provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The said policy is available on the website of the Company at www.hiliks.com.

11. STATUTORY AUDITORS

M/s. A S K M & Co., Chartered Accountants (FRN: 012799S) was appointed as the Statutory Auditor of the Company at 37th Annual General Meeting (AGM) held on 30th September, 2022 for a period of five years to hold office from the conclusion of 37th AGM until the conclusion of the 42nd AGM of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act.

12. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by Auditors under sub-section (12) of Section 143 which have occurred during the financial year 2022-23.

13. SECRETARIAL AUDITOR

M/s. Jain Alok & Associates, Practicing Company Secretaries conducted the Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2022 is annexed herewith as Annexure-A which forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31st March, 2023 contains certain observations and qualifications. The observations, qualifications and clarification by the Board are as follows:

Observation 1: Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (LODR) Regulations, 2015, there was a casual vacancy in the office of Company Secretary and Compliance officer of the Company from 1st December, 2022 till 4th July, 2023.

Clarification: It is self- explanatory and does not call for any further explanation and comments.

Observation 2: The Company has made the delayed in the payment of Annual Listing Fees to BSE Limited and MSEI Limited for the financial year 2022-23;

Clarification: It was inadvertently delayed. The Company will comply the same in future in timely manner.

Observation 3: The Company has paid SOP fine of Rs. 9440/- on 4th July, 2022 to Metropolitan Stock Exchange of India Limited (MSEI) for delay of 4 days in submission of Shareholding pattern for the quarter ended 30th September, 2021 to BSE Limited and MSEI as required under Regulation 31 of the SEBI (LODR) Regulations, 2015

Clarification: It was inadvertently delayed. The Company will comply the same in future in timely manner.

Observation 4: There was a delay of 9 days in submission of SDD Compliance Certificate to BSE Limited and MSEI for the quarter ended 31st December, 2022 as required under Regulation 3 of the SEBI (PIT) Regulations, 2015 and BSE Circular No. 20221028-15 dated 28th October, 2022

Clarification: It was inadvertently delayed. The Company will comply the same in future in timely manner.

Observation 5: The Company did not have the minimum required number of Independent Directors w.e.f 13th December, 2022 in accordance with the provisions of Section 149(4) of the Companies Act, 2013;

Clarification: The Company had tried to find Independent Director to fill the casual vacancy, however could not find a suitable person. The management will comply with the provisions of Section 149(4) of the Companies Act, 2013 as soon as the deserving candidate will be found.

Observation 6: The composition of Audit Committee and Nomination and Remuneration Committee were not as per the provisions of Section 177 and 178 of the Companies Act, 2013 respectively w.e.f 13th December, 2022.

Clarification: The Company had tried to find Independent Director to fill the casual vacancy, however could not find a suitable person. The management will comply with the provisions of Section 177 and 178 of the Companies Act, 2013 as soon as the deserving candidate will be found and appointed on Board of the Company as Independent Director.

Observation 7: During the Financial Year 2022-23, the Company has filed all the ROC forms within time, except the forms listed in Annexure-2 of the report.

Clarification: It was inadvertently delayed. The Company will comply the same in future in timely manner.

The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

14. INTERNAL AUDITOR

The Board of Directors of the Company had appointed M/ s. Rangana Siva & Associates as an Internal Auditor of the Company to conduct the Internal Audit for ensuring the orderly and efficient conduct of its business under the provisions of Companies Act, 2013 and rules made thereunder. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the board of directors.

The report of the Internal Auditor has considered by the Board of Directors of the Company for the financial year 2022-23.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013

The details of the loan given by the Company covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements. Further, the Company has not made any investment or given any guarantee during the financial year.

16. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1) OF THE COMPANIES ACT, 2013

The Company did not enter into a contract or transaction which would fall under the purview of Section 188 of the Companies Act, 2013.

17. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES FOR THE COMPANY

The Company did not have any Subsidiary, Joint Venture or Associate Company during the financial year.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change or commitment, affecting the financial position of the Company which have occurred between March 31, 2023 and the date of this report.

19. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2023

A) The composition of Audit Committee of the Company is as follows:

S. No. Name of Member Designation .
1. Mr. Rajeev Ramchandra Padhye Chairman
2. Mr. Nagavenkata Padma Bhaskar Vedanabhatla Member
3. Mr. Sandeep Copparapu* Member • . ^

*Ms. Preeti Deepak Rathi ceased to be the member of Audit Committee and Mr. Sandeep Copparapu becomes the member of such committee w.e.f. 13th December, 2022.

B) The composition of Nomination & Remuneration Committee of the Company is as follows:

S. No. Name of Member Designation
1. Mr. Nagavenkata Padma Bhaskar Vedanabhatla Chairman
2. Mr. Rajeev Ramchandra Padhye Member
3. Mr. Sandeep Copparapu* Member

*Ms. Preeti Deepak Rathi ceased to be the member of Audit Committee and Mr. Sandeep Copparapu becomes the member of such committee w.e.f. 13th December, 2022.

C) The composition of Stakeholder Grievance Committee of the Company is as follow:

S. No. .Name of Member Designation
1. Mr. Nagavenkata Padma Bhaskar Vedanabhatla Chairman
2. Mr. Rajeev Ramchandra Padhye Member
3. Mr. Sandeep Copparapu Member

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no such order passed by the Regulators or Courts against the Company during the financial year which would impact the going concern status of the Company and its future operations.

21. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available at the registered office of the Company. The members may obtain the same.

22. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014

No directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the year or Rs. 1,02,00,000/- per annum or more when employed for whole of the year, under the provisions of Rule 5(2) & (3) of The Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014.

23. BUSINESS RISK MANAGEMENT

The prospects for the Companys business are dependent upon economic and industrial growth as well as resources available for implementation of liberalization policies of the Government. Adverse changes and delays of lack of funds can affect the business prospects of the Industry and the Company.

Risk Management is an integral part of the Companys business strategy. The Risk Management oversight structure includes Committees of the Board and Senior Management Committees. The Risk Management Committee of the Board ("RMC") reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The RMC nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for various Risks.

24. INTERNAL CONTROL SYSTEMS

The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Companys internal control system is commensurate with the size, nature and operations of the Company.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year. The Board of Directors are under discussion to derive a mechanism through which fraud risk, including corrective and remedial actions as regards people and processes can be determined and implemented.

26. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 was not applicable to the Company during the financial year 2022-23.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

29. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

30. ANNUAL RETURN

The Annual Return of the Company for the financial year 2022-23 shall be placed at its website: www.hiliks.com.

31. LISTING OF SHARES

The Shares of the Company are listed on BSE Limited and Metropolitan Stock Exchange of India Ltd.

32. DEMATERIALIZATION OF SHARES

As on 31st March, 2023, a total of 47,72,320 equity shares representing 93.96% of the equity share capital have been dematerialized.

33. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are not applicable to the Companies having paid up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25 crores as on the last day of the previous financial year. The Companys paid up equity share capital as on 31st March, 2023 is Rs. 5.079 crores which is less than Rs. 10 crores and the Net worth is Rs.5.74 crores which is less than Rs. 25 crores.

34. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassments at workplace.

A Complaints Committee has been set up to redress complaints received. There was no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on March 31, 2023 for redressal.

35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014:

(A) Conservation of Energy

i. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematically mentioned and corrective measures are taken whenever required immediately.

ii. Additional investment, and proposals, if any, being implemented.

At present the company has no proposal to make any substantial investments for further reduction of consumption of energy. However, regular up-gradation of facilities is being done as and when required. The Company has been able to control its energy cost substantially.

Total Energy consumption & energy consumption per unit of Production are prescribed in form-A

S. No. Particulars 31.03.2022 31.03.2021
1. Power & Fuel Consumption in respect of Electricity, " Power & Water amount Nil Nil

(B) Technology Absorption: The Company is carrying on Research and Development in a routine manner along with its business activities. The initiatives taken by the Company have resulted in lower cost of energy consumption. Company has already absorbed technology fully.

Research, Development and improvement of products are an in built and on-going activity within the existing manufacturing operations of the Company. Expenditure on R&D is not separately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent any foreign exchange during the year under review.

36. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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, 2023 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

37. OTHERS

The Board of Directors state that no disclosures 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 had not issued any equity shares with differential rights as to dividend or voting or otherwise.

b) The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

c) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year-

There is no such proceedings.

d) The details of the difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons-Not Applicable.

38. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees, executives, staff and workers of the Company for their unstinted commitment and continued contribution to the Company.

By order of the Board
For Hiliks Technologies Limited
Sd/- Sd/-
Sandeep Copparapu Rajeev Ramchandra Padhye
(Whole Time Director) (Director)
DIN: 08306534 DIN: 07064915
Place: Mumbai
Date: 14-08-2023