hind commerce ltd Directors report

<dhhead>Directors Report</dhhead>

TO THE MEMBERS OF HIND COMMERCE LIMITED

The Directors take pleasure in presenting the 38^th Annual Report along with Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2023.

 

Financial Highlights

The financial performance of the Company, for the year ended 31^st March, 2023 is summarized below:

(Rs. In 000)

Particulars	Standalone For the Financial Year Ended
	31st March, 2023	31st March, 2022
Revenue
Revenue from Operations	-	6793.28
Other Income	4,557.21	7130.84
Total Revenue	4,557.21	13924.12
Less: Total Expenditure	2,714.35	6198.36
Profit before, Depreciation and Tax	1,842.86	7725.76
Less: Depreciation	-
Profit before Tax	1,842.86	7725.76
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment)	886.14	919.45
Profit/(Loss) after Tax (PAT)	956.72	6806.31
Earnings per share (Rs.) : Basic	0.32	2.27
Diluted	0.32	2.27

 

Results of Operations

During the year under review your Company has reported a total income of Rs. 4,557.21K as compared to Rs. 13,924.12 K for previous years as reported in the Standalone Financials.

 

Dividend

Owing to inadequacy of profit, no Dividends are recommended for the year under review.

 

Transfer to Reserves

Since the there is no dividend for the year under review, transfer of funds to the reserves is not required.

 

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics in both domestic and international trading.

During the year under review, there has been no change in the nature of business of the Company.

 

Management Discussion and Analysis Report

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of operations of the Company under review, is annexed and forms an integral part of the Directors Report.

 

Material changes and commitments affecting financial position between the end of the financial year and date of report

There have been no material changes and commitments, if any, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.

 

Associate and Subsidiary Companies

As on 31^st March, 2023, the Company has no Subsidiary Company, joint venture or Associate Company.

 

Deposit

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

 

Particulars of Contracts or Arrangements with Related Parties

Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed on the website of the company viz. http://hindcommerce.com/pdf/policv-on-related-party-transaction-and- materiality- of-related-party-transaction.pdf

Particulars of Loans, Guarantees and Investments

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

 

Board of Directors and Key Managerial Personal

The Board of Directors of the company has an optimum combination of Executive, NonExecutive, and Independent Directors who have an in-depth knowledge of business, in addition to the expertise in their areas of specialization. As on 31^st March 2023, the Board of the Company comprised of Five directors that include one Independent Women Director. All the members of the Board are persons with considerable experience and

expertise in the industry. None of the Directors on the Board is a member in more (10) Committee and Chairman of more than (5) Committee) across all the compani which he/she is a directors. The necessary disclosures regarding committee posit have been made by all the directors. The Composition and the category of director the board of the Companyis as under:-

As on the date of this report, the Companys Board consists of the followingDirectors:

1. Mr. Prakash R. Bang - Independent Director

2. Mr. Sanjay R. Soni- Independent Director

3. Ms. Meghna V. Panchal- Independent Director

4. Mr. Umesh R. Lahoti - Managing Director

5. Mr. Ujwal R. Lahoti - Non-Executive Director

 

Appointment and Resignation of Key Managerial Personnel

None of the Director or Key Managerial Personnel were appointed or resigned during the year under review.

 

Retire by rotation and Re-appointments

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every Annual General Meeting ("AGM"), not less than two-third of the total number of directors of a public company (excluding the independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Umesh Lahoti (DIN: 00361216), Executive Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A Profile of Mr. Umesh Lahoti (DIN: 00360785), as required by Regulation 36(3) of the LODR is given in the Notice convening the forthcoming AGM.

 

Declaration by Independent Directors

Mr. Prakash R. Bang, Mr. Sanjay R. Soni and Ms. Meghna V. Panchal are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company, the format of the letter of appointment whereof is available on the website of the Company at:

 

http://hindcommerce.com/pdf/Letter%20of%20Appointment%20to%20Independe

nt%20Directors.pdf

Number of Meetings of the Board of Directors:

The board meets at least once in each quarter, inter-alia to review the quarterly results and other matters. In addition, board also meets whenever necessary. The Board periodically reviews compliance reports of all laws applicable to the Company. The desirable steps are taken by the directors of the Company to rectify instances of noncompliances, if any.

The Board of Directors (hereinafter referred to as "the Board") met for Four (4) number of times during the Financial Year 2022-23 under review. The gap between two meetings held during the year 2022-23 does not exceeds 120 days:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1.	30/05/2022	Venue: Registered office - 307, Arun Chambers, Tardeo Road, Mumbai - 400034	1. Mr. Ujwal R Lahoti 2. Mr. Umesh R Lahoti 3. Mr. Sanjay R Soni 4. Mr. Prakash R Bang 5. Ms. Meghna V Panchal
2.	12/08/2022	Venue: Registered office - 307, Arun Chambers, Tardeo Road, Mumbai - 400034	1. Mr. Ujwal R Lahoti 2. Mr. Umesh R Lahoti 3. Mr. Sanjay R Soni 4. Mr. Prakash R Bang 5. Ms. Meghna V Panchal
3.	11/11/2022	Venue: Registered office - 307, Arun Chambers, Tardeo Road, Mumbai - 400034	1. Mr. Ujwal R Lahoti 2. Mr. Umesh R Lahoti 3. Mr. Sanjay R Soni 4. Mr. Prakash R Bang 5. Ms. Meghna V Panchal
4.	7/02/2023	Venue: Registered office - 307, Arun	1. Mr. Ujwal R Lahoti 2. Mr. Umesh R Lahoti	-

 

Chambers, Tardeo 3. Mr. Sanjay R Soni Road, Mumbai - 4. Mr. Prakash R Bang 400034 5. Ms. Meghna V Panchal

 

Committees of Board

The Board has 3 Committees: Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. A detailed note on the Compositions, functions of the Board and Committee are as provided below:

 

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Committee Members	Designation in the Committee
Mr. Prakash R. Bang (Independent Director)	Chairman
Mr. Ujwal R. Lahoti (Non - Executive Director)	Member
Mr. Sanjay R. Soni (Independent Director)	Member

 

The Chairman of the Committee is Mr. Prakash R. Bang and Mr. Ujwal R. Lahoti and Mr. Sanjay R. Soni are the members. The Committee held 4 (Four) meetings during the year. All the members of the Committee are Non-executive Directors. All the members are financially literate and have accounting / related financial management expertise.

 

Meetings and Attendance of the Audit Committee: -

Audit Committee Meetings were convened and held on, 30/05/2022, 12/08/2022, 11/11/2022, and 07/02/2023.

Name of the Committee Members	No. of Meetings
	Held	Attended
Mr. Prakash R. Bang	4	4
Mr. Ujwal R. Lahoti	4	4
Mr. Sanjay R. Soni	4	4

 

The Role, function, responsibility and constitution of the Audit Committee is in accordance to the provisions of Section 177 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee functions according to its Charter that defines its composition, authority, responsibilities and reporting functions. The terms of reference of the Audit Committee, inter alia, includes the following function:

• Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending to the Board of Directors, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing with the management the annual financial statements before submission to the Board of Directors for approval, with particular reference to:

• Matters required to be included in the directors responsibility statement to be included in the Board of Directors report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

• Reviewing with the management the quarterly financial statements before submission to the Board of Directors for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer

document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Reviewing with the management the performance of statutory and internal auditors and the adequacy of internal control systems

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board of Directors;

• Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as have post-audit discussion to ascertain any area of concern

• To look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blowing mechanism;

Approval of appointment of the chief financial officer (i.e. the whole time finance director or any other person heading the finance function or discharging that function) after assessing, amongst others, the qualifications, experience and background of the candidate;

• Review & monitor the auditors independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the company with related parties;

• Scrutiny of inter-corporate loans & investments;

• Valuation of undertakings or assets of the company;

• Evaluation of internal financial controls and risk management systems;

• Examination of the financial statement and the auditors report thereon;

• Monitoring the end use of funds raised through public offers and related matters;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

• To investigate any activity within its terms of reference;

• To have full access to information contained in the records of the Company;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise, if considers necessary.

 

2. Stakeholders Relationship Committee

Name of the Committee Members	Designation in the Committee
Ms. Meghna V Panchal (Independent Director)	Chairperson
Mr. Umesh R. Lahoti (Managing Director)	Member
Mr. Ujwal R. Lahoti (Non-Executive Director)	Member

 

In order to comply with the provisions of Section 178 of the Companies Act, 2013, the nomenclature of Shareholders/Investors Grievance Committee was changed to Stakeholders Relationship Committee with revised role which also includes to consider and resolve the grievances of all stakeholders of the Company.

 

Meetings and Attendance of Stakeholders Committee.

Name of the Committee Members
	Designation in Committee
Ms. Meghna V Panchal	Chairperson
Mr. Umesh R. Lahoti	Member
Mr. Ujwal R. Lahoti	Member

 

The terms of reference of Stakeholders Grievances Committee inter alia includes the

following:

• Redressal of Shareholders, debenture holders and other security holders investors complaints including complaints related to transfer of shares;

• Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

• Issue of duplicate certificates and new certificates on split/consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

Carrying out any other function as prescribed under in the Listing Regulations.

 

3. Nomination and Remuneration Committee

Name of the Committee Members	Designation in the Committee
Mr. Prakash R. Bang	Chairman
(Independent Director)
Mr. Sanjay R. Soni	Member
(Independent Director)
Ms. Meghna V Panchal	Member
(Independent Director)

 

In Compliance with Section 178 of the Companies Act, 2013 and as specified in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board constituted the Nomination and Remuneration Committee comprising of Three (3) Non-Executive Independent Directors of the Company.

 

Meetings and Attendance of Nomination & Remuneration Committee.

Nomination & Remuneration Committee Meetings was held on 12/08/2022.

Name of the Committee Members	Designation in the Committee
Mr.Prakash R. Bang	Chairman
Mr. Sanjay R. Soni	Member
Ms. Meghna V Panchal	Member

 

following are the role and function of the Nomination and Remuneration Committee:

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies.

• To formulate criteria for evaluation and carry out evaluation of the performance of Directors, as well as Key Managerial, Independent Directors and Senior Management Personnel.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

• To ensure no violation, by an employee of any applicable laws in India or overseas, including:

i. The Securities and Exchange Board of India (Insider Trading) Regulations,1992; or

ii. The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995.

• To formulate detailed terms and conditions of employee stock option schemes including details pertaining to quantum of options to be granted, conditions for lapsing of vested options, exercise period, adjustments for corporate actions and procedure for cashless exercise and perform such other functions as are required to be performed by the Remuneration Committee under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended ("ESOP Guidelines"), in particular, those stated in Clause 5 of the ESOP Guidelines; as and when required.

• To devise a policy on Board diversity.

To Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• To develop a succession plan for the Board and to regularly review the plan

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors in consultation with the Nomination and Remuneration Committee has formulated the Nomination and Remuneration Policy. The Policy has been divided into three parts: Part - A covers the matters to be dealt with and recommended by the Committee to the Board, Part - B covers the appointment and nomination and Part - C covers remuneration and perquisites etc.

Briefly the formulated policy comprises of the following:

i. Appointment criteria and qualification - setting up of criteria and positive attributes and independence for identification and selection of directors, KMP and Senior Management positions

ii. Recommendation to the Board on appointment and removal of Directors,

KMP and Senior Management Personnel

iii. Specifying the term and tenure of the Director

iv. Procedure and criteria for evaluation of Performance of every Director

v. Removal and Retirement of Directors

vi. Remuneration Structure of Whole-time Director, KMP and Senior Management Personnel

vii. Remuneration structure of Non- Executive / Independent Director

The Nomination and Remuneration Policy has been posted on the website of the Company http://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

 

Companies Policy on Directors Appointment and Remuneration

The Remuneration policy of the Company comprises inter alia the aims and objectives, principles of remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial Personnel and criteria for identification of the Board Members and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Company http://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

 

Annual Evaluation of the Board

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board conducted the Annual Evaluation of the Board, on its own performance and of the Directors, individually as well as the evaluation of the working of the Committees of the Board.

A structured questionnaire was prepared after taking into consideration various aspects of Boards functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance.

The Board of Directors expressed their satisfaction.

 

Certificate from PCS under Schedule V (C) (10) (i) of SEBI (LODR) Regulation, 2015:

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (LODR) certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the Annual Report as Annexure-3

Vigil Mechanism/Whistle Blower

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 andas per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy to report genuine concerns or grievances and to deal with the instances of fraud and mismanagement. The Whistle Blower Policy has been posted on the website of the Company.

 

http://hindcommerce.com/pdf/whistle-blower-policy-vigil-mechanism.pdf Directors Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudentso 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 the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had 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 operatingeffectively; and

(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.

 

Auditors and Auditors Report

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, SIGMAC & CO, Chartered Accountants, Mumbai (Registration No.116351W) Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of the 37th Annual General Meeting of the Company held on 28th September, 2022 till the conclusion of 42nd Annual General Meeting to be held in 2027, as required under section 139 of the companies act, 2013 read with companies (Audit & Auditors) Rules 2014.

The Reports of the Statutory Auditors, SIGMAC & Co., Chartered Accountants on the Standalone and Consolidated Financial Statements of the Company for the financial year 2023 form part of this Annual Report. The statutory auditors have submitted an unmodified opinion on the audit of Financial Statements for the year 2023 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and therefore the same does not call for any further comments/explanation from the Directors.

 

Secretarial Auditor

Your Company has appointed Kothari H. & Associates, a firm of Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies, Act 2013 for conducing secretarial audit of Companyfor the Financial Year 2022-23.

The report in respect of the Secretarial Audit carried out by Kothari H. & Associates Company Secretaries in Form MR-3 for the Financial Year 2022-23 forms part to this report as Annexure 1. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

 

Equity Shares with Differential Rights.

The Company has not issued any equity shares with differential rights/ sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2022-23.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2022-23.

 

Listing

During the year under review, the Companys Equity Shares were listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchanges for the year 2022-23.

 

Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions 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, is appended as Annexure- 2 to the Boards report.

During the financial year 2022-23, there were no employee in the Company whose particulars are required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

 

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

 

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient

conduct of its business, including adherence to the Companys policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

 

Risk Management

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk managements objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews theseprocedures to ensure that executives management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board. The risk management policy is displayed on the website of the Company viz. http://www.hindcommerce.com/pdf/risk-management-policy.pdf

Annual Return

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 (1) of the Companies (Management and administration) Rules, in Form MGT-7 for the financial year ended, 31st March, 2023, is available on the website of the Company at www.hindcomerce.com

 

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipments like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipments. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

During the period under review the Company did not earned any Foreign Exchange and also did not incur the Foreign Exchange outgo.

 

Secretarial Standards

The Company complies with all the Secretarial Standards.

 

Report on Corporate Governance

As per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance requirements are not applicable to the Company whose paid up capital does not exceed Rs. Ten Crores and net worth does not exceed Rs. Twenty-Five Crore as on the date of last day of previous financial year. Since the Company does not exceed the above stated limit, Report on Corporate Governance is not applicable to the Company. The same shall be applicable if the Company exceeds the aforementioned limits at any time duringthe year.

In view of the above, Company has not provided report on corporate governance and auditors certificate thereon for the year ended March 31, 2023. However, whenever the provision will become applicable to the company at a later date, the company shall comply with the requirements of the same within six months from the date on which the provisions became applicable to the company.

 

Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the "Policy on Prevention of Sexual Harassment at the Workplace" in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.

 

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is not carrying any fund which is required to be transfer to Investor Education and Protection Fund.

 

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations

of the company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

 

POLICIES

All the policies are available on the website of the Company i.e. www.hindcommerce.com. OTHER DISCLOSURES

• Remuneration to statutory Auditors 65 thousands p.a

• During the Financial Year 2022-23, the trading of Securities was not suspended.

• During the Financial Year 2022-23, no funds were raised through preferential allotment or by allotment of securities to qualified Institutional Placements as specified under Regulation 32(7A)

• The Company, during the Financial Year 2022-23, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained

• The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years.

•

 

Acknowledgement

Your directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companys consistent growth would not have been possible, despite the challenging environment.

	For and on behalf of the Board
	Sd/-	Sd/-
	Umesh Lahoti	Ujwal Lahoti
	Managing Director	Director
	(DIN: 00361216)	(DIN: 00360785)
Place: Mumbai
Date: 9th August, 2023