DEAR MEMBERS OF HINDPRAKASH INDUSTRIES LIMITED,
Your Directors take pleasure in presenting the 15th Annual Report on
business and operations along with the Audited financial statements and the Auditors
report of the Company for the financial year ended on 31st March, 2023.
FINANCIAL HIGHLIGHTS:
The Audited Financial Statements of your Company as on 31st March, 2023 are
prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").
The Companys financial performance, for the year ended 31st March, 2023 is
summarized below: (Rs. in Lakhs)
| PARTICULARS |
Consolidated |
Standalone |
|
YEAR |
YEAR |
YEAR |
YEAR |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
10078.54 |
10361.25 |
10078.54 |
10361.25 |
| Other Income |
175.10 |
119.71 |
176.21 |
119.71 |
| Total Income |
10253.64 |
10480.96 |
10254.75 |
10480.96 |
| Expenditure other than Depreciation and |
9697.28 |
9992.8 |
9697.28 |
9992.8 |
| Finance cost |
|
|
|
|
| Depreciation and Amortisation Expenses |
47.26 |
30.65 |
47.26 |
30.65 |
| Finance Cost |
177.13 |
89.76 |
177.13 |
89.76 |
| Total Expenditure |
9921.67 |
10113.21 |
9921.67 |
10113.21 |
| Profit before share of Profit/ (Loss) from joint |
331.97 |
367.75 |
333.08 |
367.75 |
| ventures, exceptional items and tax |
|
|
|
|
| Total tax expense |
87.31 |
94.69 |
87.31 |
94.69 |
| Profit after Tax and before share of Profit from |
246.51 |
273.06 |
245.77 |
273.06 |
| joint Venture entities |
|
|
|
|
| Share of profit from joint ventures |
|
|
|
|
| Profit for the year |
246.51 |
273.06 |
245.77 |
273.06 |
| Other Comprehensive income (net of tax) |
1.74 |
14.22 |
1.74 |
14.22 |
| Total Comprehensive Income for the year (net of |
248.25 |
287.28 |
247.51 |
287.28 |
| tax) |
|
|
|
|
| Attributable to: |
|
|
|
|
| Owners of the Company |
248.25 |
287.28 |
247.51 |
287.28 |
| Non-controlling interests |
- |
- |
- |
- |
SHARE CAPITAL:
The authorised share capital of the company as on date of balance sheet is Rs.
12,50,00,000/- divided into 1,25,00,000 equity shares of face value of Rs. 10/- each.
The paid up share capital of the company as on date of balance sheet is
Rs.10,42,41,100/- divided into 1,04,24,110 equity shares of face value of Rs.10/- each.
STATUS OF SHARES:
As the members are aware, the companys shares are compulsorily tradable in electronic
form. As on March 31, 2023, 100.00% of the companys total paid up capital representing
1,04,24,110 shares are in de-materialized form.
OTHER SHARES:
Apart from the equity shares as stated above and convertible warrants as mentioned
below, the company has not issued any other class of shares i.e. equity shares with
differential rights, sweat equity shares, employee stock options and did not purchase its
own shares. Hence there is no information to be provided as required under Rule 4(4), Rule
8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules,
2014 and Section 62 of the companies Act 2013 respectively. During the year under review,
the Company issued 10,00,000 Convertible Equity Warrants at a price of Rs. 82/- per
Warrant (convertible into equivalent number of fully paid up Equity Shares of face value
of Rs. 10/- each at a premium of Rs. 72/- each), the details of which are as under:
Sr . N o. |
Kind of The Issue |
Pre-Issue Paid Up Capital (No. Of Shares) |
No. of Convertibl e Equity Warrants Allotted |
Face Value (Rs.) |
Pric e Per War rant s |
Date of Allotment |
Post-Issue Paid Up Capital (No. of Share) Assuming Full Conversion of
Warrants Into Equity |
Date of Listing Approval From NSE |
Date of Trading Approval From NSE |
1 |
Preferential Issue |
1,04,24,110 |
10,00,000 |
10 |
82 |
15/07/2022 |
1,14,24,110 |
NA Not applicabl e |
NA Not applicabl e |
The said preferential issue of convertible warrants to allottee belonging to Promoter /
Promoter Group and public has been approved by shareholders at the Extra-ordinary General
Meeting held on July 6, 2022.
The Company has received In-principal approval from National Stock Exchange of India
Limited for issue of said convertible warrants on June 23, 2022 vide letter no.
NSE/LIST/31409.
DIVIDEND AND RESERVES:
Your Directors recommended payment of dividend Rs. 0.50/- (Fifty Paisa only) (i.e. 5%
dividend on the face value of shares) on Equity Shares of face value of Rs. 10/- each
subject to the approval of the members at the ensuing Annual General Meeting.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020,
dividend paid or distributed by the Company shall be taxable in the hands of the
Shareholders. The dividend, if declared, shall be subject to deduction of income tax at
source. Your Company shall, accordingly, make the payment of the final Dividend after
deduction of tax at source.
The Company has not transferred any amount to Reserves during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid / unclaimed dividend during the year under review, the
Company is not required to transfer any amount to the Investor Education and protection
fund as required under the provision of Section 125 of the Companies Act, 2013.
STATE OF THE COMPANYS AFFAIRS:
The state of the Company affairs forms an integral part of Management Discussion and
Analysis Report which is annexed as "Annexure-III" to the report.
CHANGE IN THE NATURE OF BUSINESS:
No changes have been made in nature of business carried out by the Company during the
financial year 2022-23.
MIGRATION TO MAIN BOARD:
Pursuant to Regulation 280(2) read with Regulation 277 under Chapter IX of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements),
Regulations, 2018 and the SEBI (LODR) Regulations, 2015, the members of the Company,
passed Special Resolution through Postal Ballot process on March 03, 2022 and approved
migration of
Securities of the Company from SME Emerge Platform of National Stock Exchange of India
Limited (‘NSE) to the Main
Board of NSE. The Company has received in Principle Approval for migration of
securities from SME to Main Board of NSE on April 08, 2022. During the year under review
the members of the Company, passed Special Resolution through Postal Ballot process on May
26, 2022 and approved for migration of Securities of the Company from SME Emerge Platform
of National Stock Exchange of India Limited (‘NSE) to the Main Board of BSE (In
addition to main board of NSE). The Company got Final listing approval from National Stock
Exchange of India Limited (‘NSE) on November 03,2022 and from BSE Limited
(‘BSE) on November 04, 2022 both effective from November 07, 2022. The Equity shares
of the Company got listed and admitted for dealings on the Main Board of NSE and Main
Board of BSE with effect from 07th November, 2022.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, the company has no subsidiaries or joint ventures.
Further during the year under review, on January 07, 2023 the Company has acquired
5,00,000 equity shares of M/s HINDPARAGON POLYRESINS PRIVATE LIMITED (‘HPPL) being
50% of the total shareholding of HPPL from the existing shareholder of HPPL and by virtue
of the said acquisition M/s HINDPARAGON POLYRESINS PRIVATE LIMITED has become an Associate
company of your Company.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
consolidated financial statements and a separate statement containing the salient features
of financial statements of subsidiaries, joint ventures and associates in Form AOC-1,
which forms part of the Annual Report as ‘Annexure I.
In accordance with the provisions of Section 136 of the Act, the audited financial
statements, including consolidated financial statements and related information of your
Company are available on website of your Company https://www.hindprakash.in/financials .
Your Company has formulated a policy for determining Material Subsidiaries. The policy
is available on your Companys website at
https://www.hindprakash.in/images/ourteam/pdms.pdf .
Pursuant to the provisions of Section 134 of the Act read with rules made thereunder,
the details of developments of associate of your Company are covered in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
PUBLIC DEPOSIT:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the
Companies Act, 2013 ("the Act") read with the Companies (Acceptance of
Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing
the details of deposits in compliance with Chapter V of the Act is not applicable.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186:
The details of the loans, guarantees and investments, if any are provided in the notes
to the audited financial statements annexed with the Annual Report.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual Return
of the Company for the financial year ended 31st March, 2023 will be placed on the
Companys website at www.hindprakash.in .
DIRECTORS & KEY MANAGEMENT PERSONNEL: ? Composition of Board & Board Meetings:
Our board compromises of a group of Executive, Non-Executive and Independent Directors.
As on 31 March 2023, the Company has six Directors. Out of the six Directors, four are
Non- Executive Directors and of which three are Independent Directors. The composition of
the Board is in conformity with the provisions of Section 149 of the Act and LODR
Regulations. The Board Comprise of the following:
| NAME OF THE DIRECTOR |
DESIGNATION |
DIN |
| Mr. Om Prakash Mangal |
Chairman & Non-Executive Director |
03078228 |
| Mr. Sanjay Prakash Mangal |
Managing Director |
02825484 |
| Mr. Santosh Narayan Nambiar |
Whole time Director |
00144542 |
| Mr. Jitendra Kumar Sharma |
Independent Director |
07526003 |
| Ms. Apeksha Vyas |
Independent Director |
09469295 |
| Mr. Rushabh Shah |
Independent Director |
09012222 |
During the Financial year 2022-23, the Board of Directors meet 14 (Fourteen) times. In
respect of these meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.The
details which are as mentioned below:
| SR. |
DATE OF BOARD MEETINGS |
TOTAL STRENGTH OF THE |
NO. OF DIRECTORS |
| NO. |
|
BOARD |
PRESENT |
| 1 |
22/04/2022 |
6 |
6 |
| 2 |
27/05/2022 |
6 |
6 |
| 3 |
09/06/2022 |
6 |
6 |
| 4 |
10/06/2022 |
6 |
6 |
| 5 |
08/07/2022 |
6 |
6 |
| 6 |
15/07/2022 |
6 |
6 |
| 7 |
25/08/2022 |
6 |
6 |
| 8 |
06/10/2022 |
6 |
6 |
| 9 |
22/10/2022 |
6 |
6 |
| 10 |
05/01/2023 |
6 |
6 |
| 11 |
31/01/2023 |
6 |
6 |
| 12 |
06/02/2023 |
6 |
6 |
| 13 |
14/02/2023 |
6 |
6 |
| 14 |
03/03/2023 |
6 |
6 |
? Appointments / Re-appointments:
During the year under review, No Director was appointed.
The Board of Directors, upon the recommendation of Nomination & Remuneration
Committee in terms of Nomination and Remuneration Policy, in their meeting held on August
14, 2023 has approved the proposal for reappointment of Mr. Jitendra Kumar Sharma as an
Independent Director of the Company for the further term of five years, effective from the
expiry of their tenure i.e. July 03, 2024 at the ensuing Annual General Meeting.
Accordingly, the matter for his re-appointment for a further period of 5 years have been
included in the notice convening the 15th Annual General Meeting of the Company
and necessary explanation and details have been mentioned in the explanatory statement to
the Notice.
? Cessations:
During the year under review, None of the Directors resigned or ceased to become
director.
During the year under review, Mr. Utsav Trivedi resigned from the post of Company
Secretary and Compliance Officer (KMP) of the company w.e.f. 31st January,
2023. The placed appreciation for his contribution during the tenure. After the closure of
the year under review, Ms. Avani Patel was appointed as the Company Secretary and
Compliance Officer (KMP) of the company w.e.f. 01st June, 2023.
? Retirement by Rotation:
In accordance with the provisions of the Companies Act, 2013 and Companys Articles of
Association, Mr. Santosh Narayan Nambiar (DIN: 00144542) retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The
Board recommends his re-appointment.
As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director
retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the
notice convening the Annual General Meeting.
? Key Managerial Personnel:
As on the date of this report, the following are the Key Managerial Personnel(s) of the
Company:
| SR. NO. |
NAME |
DESIGNATION |
| 1 |
Mr. Sanjay Prakash Mangal |
Managing Director |
| 2 |
Mr. Santosh Narayan Nambiar |
Whole time Director |
| 3 |
Mr. Hetal Shah |
Chief Financial Officer |
| 4 |
Ms. Avani Patel |
Company Secretary & Compliance Officer |
? Declaration from Independent Director:
The Company has three Independent Directors as on the date of this report and all the
Independent Directors of the Company have given declarations stating that they meet the
criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013
read with the rules made there under and read with Regulation 16(1)(b) of the Listing
Regulations and in the opinion of the Board, the Independent Directors meet the said
criteria and are Independent of the management of the Company. Further, the Board is of
the opinion that the Independent Directors of the Company possess requisite
qualifications, experience (including the proficiency) and expertise in their respective
fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of
the Listing Regulations, the Independent Directors have confirmed that they are not aware
of any circumstance or situation which exists or may be anticipated that could impair or
impact their ability to discharge their duties.
COMMITTEES OF THE BOARD:
In compliance with the requirement of applicable provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (the ‘SEBI (LODR) Regulations, 2015) and as part of
the best governance practice, the Company has constituted following Committees of the
Board. I. Audit Committee
II. Nomination and Remuneration Committee III. Stakeholders Relationship
Committee
Details of the composition of the Board and its Committees and of the meetings held,
attendance of the Directors at such meetings and other relevant details are given
Corporate Governance Report attached as a separate Annexure-VI.
DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) of
the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the
Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of
Conduct of the Company.
VIGIL MECHANISM
The Company has implemented Vigil Mechanism. For details please refer Corporate
Governance Report attached as a separate ‘Annexure-VI.
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
Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that
a) in the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed and that no material departures have been made from the same; b) the
Directors have selected such accounting policies and 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 at the end of the financial year and of the profit
of the Company for that period; c) the Directors have 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; d) the Directors have prepared the Annual Accounts on a going
concern basis; e) the Directors have laid down Internal Financial Controls to be followed
by the Company and that such Internal Financial Controls are adequate and were operating
effectively; and f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable Laws and that such systems were adequate and operating
effectively.
FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND
INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with
the rules thereof and the SEBI (LODR) Regulations, 2015, the Board has carried out the
evaluation of annual performance of its own, the Directors individually as well as the
evaluation of the working of its Committees on the basis of attendance, contribution and
various criteria as recommended by the Nomination and Remuneration Committee of the
Company. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Boards functioning such as
adequacy of the composition of the Board and its Committees, Board Culture, execution and
performance of specific duties, obligations and governance. The board was satisfied with
the performance evaluation done of the directors. In pursuant to Regulation 17(10) of the
SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors was done by the
entire Board of Directors which includes: I. Performance of the Directors and
II. Fulfillment of the Independence criteria as specified in the regulations and their
independence from the management. The Independent Directors are satisfied with the outcome
of evaluation.
INDEPENDENT DIRECTORS
Qualifications of Independent Director.
An Independent director shall possess appropriate skills, qualifications, experience
and knowledge in one or more fields of finance, law, management, marketing,
administration, corporate governance, operations or other disciplines related to the
Companys business.
Positive attributes of Independent Directors.
An independent director shall be a person of integrity, who possesses knowledge,
qualifications, experience, expertise in any specific area of business, integrity, level
of independence from the Board and the Company etc. Independent Directors are appointed on
the basis of requirement of the Company, qualifications & experience, expertise in any
area of business, association with the Company etc. He / She should also devote sufficient
time to his/her professional obligations for informed and balanced decision making; and
assist the Company in implementing the best corporate governance practices.
Independence of Independent Directors.
An Independent director should meet the requirements of Section 149(6) of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors
for the same every year.
OTHER DIRECTORS AND SENIOR MANAGEMENT
The Nomination and Remuneration Committee shall identify and ascertain the
qualifications, expertise and experience of the person for appointment as Director or at
Senior Management level and recommend to the Board for his / her appointment.
The Company shall not appoint or continue the employment of any person as Whole-time
Director or Senior Management Personnel if the evaluation of his / her performance is not
satisfactory. Other details are disclosed in the Corporate Governance Report under the
head Nomination and Remuneration Committee and details of Remuneration (Managing Director
/ Whole Time Director(s) and Non-Executive Directors) are attached as a separate ‘Annexure-VI
to this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying them in their appointment letter alongwith
necessary documents, reports and internal policies to enable them to familiarize with the
Companys Procedures and practices. The Company has through presentations at regular
intervals, familiarized and updated the Independent Directors with the strategy,
operations and functions of the Company and Agricultural Industry as a Whole and business
model. The details of such familiarization programmes imparted to Independent Directors
can be accessed on the website of the Company at.
https://www.hindprakash.in/images/ourteam/ace78743fc160c85b3543742c2e930b0.pdf .
REMUNERATION POLICY
This Nomination and Remuneration Policy ("Policy") provides the framework and
key guiding principles to be followed in for appointment and determination of remuneration
of Directors, Key Managerial Personnel and Senior management personnel. This Policy is to
establish and govern the procedure applicable: a) To evaluate the performance of the
members of the Board. b) To ensure remuneration to Directors, KMP and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals. c) To
retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage. Pursuant to the requirements of
Section 134 and 178 of the Companies Act, 2013, read with the relevant Rules framed
thereunder, the policy on appointment of Board Members and policy on remuneration of the
Directors, KMPs and Senior Management is attached as per ‘Annexure VIII to
this Report.
The said Policy is available on the website of the Company at
https://www.hindprakash.in/images/ourteam/b85b3500b26b31092c354e19c3a189b7.pdf .
MANAGERIAL REMUNERATION AND EMPLOYEES
Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 are enclosed separate as an ‘Annexure-V.
Details of employees required pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 is annexed as a separate Annexure,
however it is not being sent along with this annual report to the members of the Company
in line with the provisions of Section 136 of the Companies Act, 2013 and rules made there
under. Members who are interested in obtaining these particulars may write to the Company
Secretary at the Registered Office of the Company. The aforesaid Annexure is also
available for inspection by members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General Meeting during the business hours
on working days.
Company has not sanctioned loan to any of its employees for purchase of Companys
shares under any scheme.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
report on Corporate Governance and Management discussion and Analysis have been included
in this Annual Report per separate ‘Annexure-VI and ‘Annexure-III
respectively.
AUDITORS:
? STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof,
M/s. K K A K & Co., Chartered Accountants, (Firm Registration No.: 148674W) Ahmedabad
have been appointed as Statutory Auditors of the Company for a period of five years, who
shall hold office till the conclusion of the Annual general Meeting to be held for the
financial year ending on 31st March, 2025. The present statutory auditors of the company
will continue to act as statutory auditor till the expiry of their present term.
There are no qualifications or reservations or adverse remarks or disclaimers given by
Statutory Auditors of the
Company and therefore do not call for any comments under Section 134 of the Companies
Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual
Report.
? SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Company had appointed, M/s V. N. Vasani & Associates, Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for the Year
2022-23. The Secretarial Audit Report for FY 2022-23 is annexed, and forms part of this
report as ‘Annexure-VII. There are no qualifications or reservations or
adverse remarks or disclaimers given by Secretarial Auditors of the Company.
? COST AUDITORS:
The Company has appointed M/s. A. G. Tulsian & Co., Practicing Cost Accountants
(Firm Registration Number: 100629) as Cost Auditors for conducting cost audit for the year
2023-24.
As required by the Companies Act, 2013 the remuneration payable to the Cost Auditor is
required to be placed before the members in General Meeting for their ratification.
Accordingly, necessary resolution seeking ratification of remuneration payable to cost
auditor is included in the notice convening the Annual General Meeting. The Directors of
the Company to the best of their knowledge and belief state that the Company has
maintained adequate Cost records as required to be maintained by the Company under the
provisions of Section 148 of the Companies Act, 2013 read with the relevant Rules framed
thereunder.
REPORTING OF FRAUDS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of fraud committed in the Company by its Officers
or Employees to the Audit Committee and / or Board under section 143(12) of the Act.
? INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)
Rules, 2014, the Company has appointed Mr. Dheeraj Tak as the Internal Auditor of the
Company.
CORPORATE SOCIAL RESPONSIBILITY(CSR):
The provisions of Section 135 of the Companies Act, 2013 with regard to the Corporate
Social Responsibility (CSR) are not applicable to the Company during the year under
review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes or commitments, affecting the financial position of the Company
have occurred between the end of the financial year of the Company to which the financial
statements relate, i.e. 31st March, 2023 and the date of the
Boards Report.
There is no application pending under the Insolvency and Bankruptcy Code 2016 against
the Company.
ORDERS PASSED BY REGULATORY BODIES OR COURTS:
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.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the FY 2022-23 were on an
arms length basis and in the ordinary course of business. There were no materially
significant Related Party Transactions entered into by the
Company during the year that required shareholders approval under Regulation 23 of the
Listing Regulations. Prior approval from the Audit Committee is obtained for transactions
which are repetitive in nature. Further, disclosures are made to the Committee from time
to time at reasonable interval. The Company presents all related party transactions before
the Board specifying the nature, value and terms and conditions of the transaction.
Transactions with related parties are conducted in a transparent manner with the interest
of the Company and Stakeholders as utmost priority. Particulars of Contracts entered into
with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in
prescribed Form AOC-2 is attached as an ‘Annexure II to this Report.
The Company has framed a policy on RPTs for the purpose of identification, approval and
monitoring of such transactions. The policy on Related Party Transactions is hosted on the
Companys website at https://www.hindprakash.in/images/ourteam/prpt.pdf .
INSURANCE:
All Insurable interests of the Company including Buildings, Plant & Machinery,
Furniture & Fixtures, Inventories and other insurable interests are adequately
insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to
this Report as "Annexure-IV".
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:
The Company has in place, a mechanism to identify, access, monitor and mitigate various
risks towards the key business objectives of the Company. Major risk identified by the
business and functions are systematically addressed through mitigating actions on a
continuing basis. The risk management system is designed to safeguard the organization
from various risks through adequate and timely action. It is designed to anticipate,
evaluate and mitigate risks in order to minimize its impact on the business. The Risk
Management system is also overseen by the Audit Committee / Board of Directors of the
Company on a continuous basis. The major risks identified by the businesses are
systematically addressed through mitigation actions on a continual basis.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has in place a Policy against Sexual Harassment at workplace in line with
the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaints Committees have been set up to redress
complaints received regarding sexual harassment. The Company has not received any
complaints during the year under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has an effective internal control system commensurate with the size, scale
and complexity of its business operations which ensures that all the assets of the Company
are safeguarded and protected against any loss from unauthorized use or disposition. The
Company has also put in place adequate internal financial controls with reference to the
financial statements commensurate with the size and nature of operations of the Company.
During the year, such controls were tested and no material discrepancy or weakness in the
Companys internal controls over financial reporting was observed.
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the Company is maintaining a functional website "
www.hindprakash.in " containing information about the Company. The website of the
Company is containing information like Policies, Shareholding Pattern, Financial and
information of the designated officials of the Company who are responsible for assisting
and handling investor grievances for the benefit of all stakeholders of the Company etc.
HUMAN RESOURCE:
The company considers its Human Resources as the key to achieve its objectives. Keeping
this in view, the company takes utmost care to attract and retain quality employees. The
employees are sufficiently empowered and such work environment propels them to achieve
higher levels of performance. The unflinching commitment of the employees is the driving
force behind the companys vision. The company appreciates the spirit of its dedicated
employees.
SECRETARIAL STANDARDS:
The Board of Directors of the Company confirms to the best of their knowledge and
belief that the Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India as amended from time to
time and made applicable by the Ministry of Corporate Affairs during the year under
review.
APPRECIATION AND ACKNOWLEDGEMENT:
Your directors express their sincere appreciation to the shareholders, customers,
bankers, suppliers and other business associates for the excellent support and cooperation
extended by them. Your directors gratefully acknowledge the ongoing co-operation and
support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and
Registrar of Companies, Gujarat and other Regulatory Bodies.
| Registered Office: |
For and on behalf of Board of Directors |
| 301,"Hindprakash House", |
Hindprakash Industries Limited |
| Plot No.10/6, Phase-1, GIDC, Vatva, |
CIN: L24100GJ2008PLC055401 |
| Ahmedabad - 382 445 |
|
|
Sanjay Prakash Mangal |
Santosh Narayan Nambiar |
| Date: August 14, 2023 |
Managing Director |
Wholetime Director |
| Place: Ahmedabad |
DIN: 02825484 |
DIN: 00144542 |
+91-9892691696
