Hipolin Ltd Directors Report

To,

The Members,

Your Directors present the Thirty-First Annual Report and Audited Accounts of the Company for thefinancial year ended March 31, 2024.

FINANCIAL RESULTS:

Amount (In lacs)

Sr. No.	Particulars	Year ended on		Year ended on
		31-03-2024	31-03-2023	31-03-2024	31-03-2023
		STANDALONE		CONSOLIDATED
(1)	Total Income	2021.46	1595.15	2021.51	1595.24
(2)	Profit/(Loss) before Exceptional Items and Tax	(88.56)	(93.04)	(88.61)	(93.08)
(3)	Profit/(Loss) before Taxation	(88.56)	762.77	(88.61)	762.73
(4)	Profit/(Loss) before Tax for the year	(88.56)	762.77	(88.61)	762.73
	Less : Provision for Taxation :
	(a) Income Tax	-	-	-	-
	Add (b) Deferred Tax	-	-	-	-
	Sub-total	-	-	-	-
(5)	Profit/(loss) for the period after Tax for the year	(88.56)	762.77	(88.61)	762.73
	Other Comprehensive Income	(0.27)	(0.32)	(0.27)	(0.32)
(6)	Total Comprehensive Income	(88.84)	762.45	(88.89)	762.41
(7)	Earnings per Share (EPS) of Rs. 10/- each	(2.83)	24.36	(2.83)	24.36

1. OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

(A) Sales and Profit:

During the year under review, the standalone revenue from operations and other income of the Company were increased to Rs.2021.51 (in lacs) compared to Rs. 1595.24 (in thousands) of the previous year. The Company having a loss of Rs. (88.61) (In lacs), The EPS on financial statements for the year ended March 31, 2024 was (2.83) on basic/diluted basis.

(B) Raw Material:

Required quantities of the Raw materials were available within India.

(C) Export:

Company has not made any exports during the year. (No exports were made during the previous year).

2. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend during the year under review.

3. RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

4. CAPITAL STRUCTURE:

The Authorised Share Capital of the company is Rs. 500(In Lacs) divided into 5000000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 313.13(In lacs) divided into 3131300 equity shares of Rs. 10 each. During the year, there was no change in the Capital structure i.e. Authorised, Issued and Paid Up Equity Share Capital of the Company. The Company is having only one class of shares.

5. PUBLIC DEPOSITS:

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 period under review. Hence, the requirement for furnishing the details of deposits which are in compliance with Chapter V of the Act is not applicable.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of section 124 of the Companies Act, 2013 and rules made thereunder, during the year, equity shares whose dividend had remained unclaimed / unpaid for a consecutive period of seven years were transferred to IEPF. As no dividend is declared, this clause is not applicable.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT:

There is no transaction in the year which impact the financial position in the company hence the clause is Not: Applicable

8. TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy efficiency.

9. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED UNDER SECTION 186:

The company has not breached the criteria mentioned in Section 186 of Companies Act, 2013.

10. LISTING:

The Companys Securities are listed on BSE Limited at Mumbai. The Company has paid the listing fees for F.Y. 2023-24 on the paid up equity share capital.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors hereby confirm:

a) that in the preparation of the financial statements for the year ended March 31, 2024, the applicable Indian Accounting Standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same;

b) that 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 as at March 31, 2024 and of the (Profit) of the Company for that period;

c) that 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) that the Directors have prepared the annual accounts on a Going Concern basis;

e) that 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) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. DIRECTORS AND BOARD EVAULATION:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Nita Bharatbhai Shah (DIN: 01188437) shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

#Shri Dimpal Ashokbhai Shet Director of the Company resigned from their post on 11th September 2023.

#Shri Prafulla Gattani was Appointed as Managing Director by the Shareholders through Postal Ballot on 8th December 2023.

# Shri Ajay R Gandhi Shah was Resigned as Director in boar meeting held on 8th May 2024. There is no other change in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review, except as stated above.

Based on the criteria for evaluation of Independent Directors and the Board as recommended by the Nomination and Remuneration Committee and as adopted by the Board, Board carried out evaluation of its own performance, the individual Directors and the Committees.

The Independent Directors also carried out evaluation of Chairman and non-Independent Directors in the separate meeting. It was derived that overall the Board was functioning very well in a cohesive and interactive manner.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the Independent Directors (non-executive) of the Company had no pecuniary relationships or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

a) Persons of integrity and they possess relevant expertise and experience;

b) Not a promoter of the Company or its holding, subsidiary or associate company;

c) Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.

e) Who, neither himself nor any of his relatives—

f) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

g) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

h) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

i) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

j) Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. Or more of the total voting power of the company; or possess

Such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Shri Prafulla Gattani as Chairman & managing Director, Shri Shailesh Jayantilal Shah as Jt. Mangaing Director, Mr. Rumit Shah as Chief Financial Officer and Ms. Anjali Maheshwari as Company Secretary.

13. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, 2015 the Board of Directors had approved and adopted the Remuneration and Nomination Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.

14. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial year 2023-24, 7 (Seven) meetings of the Board of Directors took place. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all the Board meetings and meetings of all the Committees of the Board is annexed herewith as Annexure A to this Report.

15. CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of revised SS-1 Secretarial Standards on meetings of the Board of Directors which has come into effect from October 01, 2017 and also SS-2 Secretarial Standard on General Meetings during the year.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

There was no employee drawing an annual salary of Rs. 102.00 lakhs or more where employed for full year or monthly salary of Rs. 8.50 Lakhs or more where employed for part of the year and therefore, information pursuant to the provisions of Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.

Disclosure with respect to remuneration of the Directors and employees as required under Section 197 of the Act, and the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure B to this Report.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annexed herewith this report herewith as Annexure C to this Report.

18. AUDITORS:

• Statutory Auditors

The shareholders had at the Twenty Ninth AGM of the Company appointed M/s. S D P M & Co., Chartered Accountants (Firm Registration Number: 126741W) as Statutory Auditors of the Company to hold office from the conclusion of the Twenty Ninth AGM till the conclusion of the Thirty Fourth AGM. They have under Section 139 of the Act and the Rules framed thereunder furnished a certificate of their eligibility.

The Auditors Report for FY 2023-24 as submitted by the Statutory Auditors form a part of this Annual Report and neither contains any qualification, reservation nor adverse remark.

• Secretarial Auditors

Pursuant to Section 204 of The Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s M K Samdani & Co., Company Secretaries, Ahmedabad, as Secretarial Auditor of the Company for the FY 2023-24. A Secretarial Audit Report for FY 2023-24 in Form MR -3 is annexed herewith this report herewith as Annexure D to this Report.

The said report does not contain any qualification, reservation or adverse remark.

• Cost Auditor:

The company is registered under MSME Act, 2006. As per the Companys ( Cost Records and Audit ) Rules 2014 as amended by Companies ( Cost Records and Audit ) Amendment Rules 2014 issued by the Central Government , the company is not required to maintain the cost records hence the provisions of (vi) is not applicable to the company.

• Internal Auditor:

The Board of Directors has appointed M/s Umangi Bhavsar, Chartered Accountants (Firm Registration Number: 155999W) as an Internal Auditor of the Company for the Financial Year 2023-24.

The Internal Auditor directly report to audit committee. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

19. INTERNAL CONTROL AND ITS ADEQUACY:

The Company had commensurate with its size, single operational location and resultant requirement, Internal Control System. The firm of practicing Chartered Accountant has carried out the internal audit of the said system. Based on recommendation / report of the said Internal Auditor which is presented to the Audit Committee required corrective actions were initiated / taken by the Company.

Internal Financial Controls

The Directors have laid down policies and procedures which are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding 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 information;

Details of Fraud Reporting By Auditor:

During the year, no fraud was reported by the statutory auditors under section 143(12) of the Act.

20. EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.hipolin.com/annual return/annual return -2023-24. Pdf

21. CORPORATE GOVERNANCE REPORT:

As the paid up capital and Net worth of the listed entity does not exceed 10 crores and 25 crores respectively as on 31st March, 2024, the Regulation 27(2) will not be applicable to the listed entity as per Regulation 15 of Chapter IV of SEBI (LODR) Regulations, 2015, hence the same is not attached.

22. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report, as required under Regulation 34(2) (g) of SEBI (LODR) Regulations, 2015 is not applicable to the Company.

23. CORPORATE SOCIAL RESPONSIBILITY REPORT:

The companys net profit, turnover and net worth are outside the criteria of Section 1 3 5 o f the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties entered into by the Company during the financial year were in the ordinary course of business and at an arms length basis. During the year, the Company had entered into various contract / arrangement / transaction with related parties which are mentioned in Form AOC-2.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As required under Companies Act, 2013 and SEBI (LODR) Regulations, the Company has put in place Vigil Mechanism/ Whistle Blower Policy for Directors and Employees so that the Directors can report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct Policy. All cases registered under Whistle Blower Policy of the Company, if any, are reported to and are subject to the review of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company (www.hipolin.com).

26. RISK MANAGEMENT POLICY:

The Company follows well-established and detailed risk assessment and minimization procedures, which is periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company firmly believes in providing a safe, supportive and friendly environment- a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. The Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

The Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; the Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

During the year there was no complaint of sexual harassment lodged with the Company.

28. FIXED DEPOSITS

We have not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

A. Conservation of Energy

The Company has not incurred significant amount on electricity, as most of the products of the company are mixing of various ingredients. The percentage of electricity expenses is very negligible to total expenses. However, the Company ensures conservation at all possible levels.

B. Technology Absorption

The Company has established a quality control laboratory and research and development laboratory. The Research & Development process does not require any sophisticated instruments.

The Company has adopted indigenously available technology for its production process. The Company has not adopted any foreign technology.

C. Foreign Exchange Earnings and outgo: NIL

30. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.	Particulars	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares held as on 31.03.2024	Applicable Section
1	Jayantilal Bhogilal Chemicals Private Limited Address: 8, Ashok Nagar Soc, Nr. Bhatha, Vasna Road Ahmedabad GJ 380007	U24110GJ1998 PTC035113	Subsidiary	99.99%	186

31. ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The Directors also wish to thank the Government authorities, financial institutions, banks and shareholders for their cooperation and assistance extended to the company.

	BY ORDER OF THE BOARD OF THE DIRECTORS
	Sd/-
	PRAFULLA GATTANI
	MANAGING DIRECTOR
	DIN:00777653
	Sd/-
	DAXESH B. SHAH
DATE: 7th September 2024	DIRECTOR
PLACE: AHMEDABAD	DIN: 00325284