hindustan wires ltd Directors report

TO THE MEMBERS

Your Directors present their Annual Report together with Audited Financial Statements of the Company for the year ended on 31st March 2023.

FINANCIAL RESULTS

The Results are summarised below: (Rs. In Lacs)

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from Operations	2,144.15	2,462.47
Other income	576.65	*850.83
Total Revenue	2,720.80	3,313.30
Expenses	**2,429.38	2,421.62
Profit/(Loss) before Depreciation & Tax	291.42	891.68
Depreciation	6.85	8.17
Exceptional Income/(Expenses)	0	0
Profit Before Tax	284.57	883.51
Provision for income tax	130.57	140.05
Income Tax for earlier years	1.73	(2.28)
Deferred Tax Charged / (Credit)	(59.44)	83.87
Net Profit/(Loss) after tax	211.71	661.87
Other Comprehensive Income	7.40	77.08
Net Profit/(Loss) Carried to Balance Sheet	219.11	738.95

* Includes Fair Value changes in investments - Gain Rs. 387.24 Lakhs ** Includes Fair Value changes in investments - loss Rs. 259.16 Lakhs

OPERATIONS & GENERAL REVIEW

During the year under review, the revenue from operations is Rs. 2,144.15 Lakhs as against Rs. 2,462.47 Lakhs in the previous year. In addition, the Company has also earned other income of Rs. 576.65 Lakhs as against Rs. 850.83 Lakhs (including Fair Value changes in investments - Gain Rs. 387.24 Lakhs) in the preceding year mainly on account of interest income and gain on sale of mutual fund and income from providing Business Support Services etc. The Company is continuing to keep invested some of its funds in Debt Mutual Funds and in short-term inter-corporate loans till the time any new line of business is identified.

DIVIDEND

Considering the future requirement of funds, your Directors do not recommend any dividend for the year ended 31^st March, 2023. PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review. No amount on account of principal or interest on deposits of public was outstanding as on 31^st March, 2023.

DIRECTORS

Mr. G. R. Goenka (DIN:00133700), Director of Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommended his re-appointment as a Director of the Company. Shri J. S. Baijal had resigned as Independent Director of the Company w.e.f. 27.06.2023.

There is no other change in the directorship of the Company during the year.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors, Mr. Krishna Murari Lal & Mr. Jagdish Saran Baijal have given their declaration that they continue to meet the criteria of Independence as laid down U/s 149 (6) of the Companies Act, 2013 and the rules made thereunder. In addition, a declaration is also received from them that they had registered themselves with the Indian Institute of Corporate Affairs and complied/ will comply the other conditions related thereto pursuant to Rule 6(1) and (2) of Companies (Appointment and Qualification of Directors) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors, on the basis of representations of the management, confirm that:

i) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed;

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

iii) 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;

iv) The directors have prepared the annual accounts on a going concern basis; and

v) 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.

MEETINGS OF THE BOARD

During the financial year ended 31^st March, 2023, four Board Meetings were held i.e. on 3^rd June 2022, 22^nd September 2022, 9^th December 2022 and 20^th March, 2023.

PARTICULARS OF EMPLOYEES & REMUNERATION

There was no employee covered under the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee looks into various aspects of interest of shareholders. The Committee comprises of three Directors i.e. Shri U.S. Bhartia (Non-Executive Director), Shri G.R. Goenka (Non-Executive Director) and Shri K. M. Lal (Independent Director) to look after the redressal of shareholders and investors complaints.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas including for fraud prevention.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility (CSR) are not applicable to the Company as the Companys net worth or turnover or average net profits are below the threshold limit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO Information as per Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules 2014:-

There is no manufacturing activity or any activity relating to consumption of energy and hence, no reporting is being done in respect of Energy Conservation and Technology Absorption. During the year, there was no earning in foreign exchange and outgo of the foreign exchange was also NIL.

AUDITORS REPORT

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS

M/s K. N. Gutgutia & Co., Chartered Accountants, New Delhi (FRN 304153E) were appointed as Statutory Auditors of the Company for a period of Five years in the 62^nd AGM of the Company held on 8^th Sep, 2022, to hold office from the conclusion of 62^nd Annual General Meeting until the conclusion of the 67^th Annual General Meeting to be held in the year 2027. The Auditors have submitted a certificate confirming that continuation of their appointment is in accordance with Section 139 read with section 141 of the Act.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s M.L. Garg & Co., Chartered Accountants, New Delhi were appointed by the Board of Directors to conduct Internal Audit of the Company for the year ended 31^st March 2023.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors have not reported to the Audit Committee or Board any instances of fraud committed in the Company by its Officers or employees, which is required to be reported under Section 143(12) of the Act.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

As the Company does not have the minimum number of employees in terms of requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, there is no requirement for the constitution of Internal Complaints Committee during the period under review.

Further, no complaint of Sexual Harassment was received during the financial year 2022-23.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES

As required under Section 186 of the Act, particulars of loans given, investments made and guarantees and securities provided are given under Note No. 32 Annexed to Annual Financial Statements for the year ended 31^st March, 2023 and the same forms part of this report. The Inter-Corporate short-term loans were given for meeting their working capital requirements to carry out principal business activities. The Company has also made investment only in debt mutual funds (See note no. 7) for the short term till such time any new line of business is identified.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has during the year entered into contracts or arrangements with related parties in the usual course of business which are at competitive terms and are as such at arms length. The details of such contracts are given in “Annexure A” in Form No. AOC-2. There was no contract or arrangement with the related party which was not at arms length. All the Related Party Transactions are in the interest of the Company which are necessary for furtherance of the objectives of the Company and to also smoothly run its business of trading & transportation in Industrial Gases and other business segments.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities, Banks and Members of the Company and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication and commitment of the employees at all levels of the Company which continues to be our strength.

	For and on behalf of the Board of Directors
	G. R. Goenka	U.S. Bhartia
Place: Noida	Director	Director
Date: 27.06.2023	DIN : 00133700	DIN : 00063091