Dear Members,
Your Directors are pleased to present 33rd Annual Report and the Companys
audited financial statement for the financial year ended March 31,2023.
FINANCIAL RESULTS
The Companys financial performance for the year ended March 31,2023 is summarized
below:
FINANCIAL RESULTS
|
2022-23 |
2021-22 |
| Sales/Others receipts |
27683 |
23845 |
| Profit before depreciation and Taxation |
1774 |
1835 |
| Less: depreciation |
217 |
213 |
| Profit after depreciation |
1557 |
1622 |
| Less: Provision for Taxation |
|
|
| Current Year |
417 |
417 |
| Deferred Tax |
44 |
11 |
| Previous Year Tax |
1 |
(ii) |
| Profit after Taxation |
1095 |
1205 |
| Add: Profit brought forward |
2036 |
2385 |
| Profit available for appropriation |
3131 |
3590 |
| Dividend |
54 |
54 |
| Transfer To General Reserve |
- |
1500 |
| Surplus carried to Balance Sheet |
3077 |
2036 |
COMPANYS BUSINESS GROWTH AND PROSPECTS
The total income for the current year has remained to Rs 27683 Lakhs as against
previous year of Rs. 23845 Lakhs, where as the profit after tax has remained to Rs. 1095
as against previous year of Rs. 1205 Lakhs.
DIVIDEND
Your Directors have recommended a dividend of 10% on share of face value of Rs. 10 each
i.e. Re. 1/- per share for the financial year ended on March 31,2023.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs.
5,40,00,000/-. During the year under review the company has not issued any shares or
convertible instruments.
TRANSFER TO RESERVES
Your Directors have not recommended any amount to transfer to general reserve.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business during the year under review.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013
read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (‘IEPF Rules) as amended from time to time, the
Company has deposited a sum of Rs. 44524/- into the specified bank account of the IEPF,
Government of India, towards unclaimed / unpaid dividend amount for the financial year
ended March 31,2015.
As per the said Rules, the corresponding equity shares in respect of which Dividend
remains unclaimed / unpaid for seven consecutive years or more, are required to be
transferred to the Demat Account of the IEPF Authority. During the year under review, the
Company has transferred 2250 underlying Equity Shares to the Demat Account of the IEPF
Authority, in compliance with the aforesaid Rules
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees coved under the provisions of Section
186 of the Companies Act, 2013.
The details of the investments made by the Company, if any, are given in the notes to
the financial statements. REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT
The Company has not made any modification or alteration in its Financial Statement /
Board Report in respect of last Four Years.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. During the year, the Company has not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions may be accessed on the
Companys website at the link: http://www.hisarmetal.com
Your Directors draw attention of the members to Note 27 to the financial statement
which sets out related party disclosures.
INTERNAL FINANCIAL CONTROL
Your Company has adequate internal control systems commensurate with its size and
operations, although not documented. The Company regularly gets its accounts audited from
internal auditor.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism &Whistle Blower Policy to report genuine concerns
or grievances. The Vigil Mechanism & Whistle Blower Policy has been posted on the
Companys website at http://www. hisarmetal.com.
RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessment
and minimization procedures. These procedures are periodically reviewed to ensure that
executive management controls risk through means of a properly defined framework. The
Company has also devised a Risk Management Policy for identification of elements of risks
and procedures for reporting the same to the Board.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure
A to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors
confirms that:
a) in the preparation of the annual accounts for the year ended March 31, 2023 the
applicable Indian accounting standards (IND-AS) read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures 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 and loss 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.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related Party Transactions and manner of dealing
with related party transactions which is available on the Companys website. All related
party transactions entered into during FY 2022-23 were on an arms length basis and in the
ordinary course of business. No material related party transactions were entered into
during the financial year by the Company. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr Karan Dev Tayal (DIN-00181214), Director of the Company, retire by rotation at
the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act
and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. All the Directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013. In terms
of Regulation 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 reasonably anticipated that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence. Further,
declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA")
Notification dated October 22,2019, regarding the requirement relating to enrollment in
the Data Bank created by MCA for Independent Directors, had been received from all
Independent Directors.
The Company has devised a policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which includes criteria for performance
evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all
the Directors and the Board as whole was conducted based on the criteria and framework
adopted by the Board. The evaluation process has been explained in the Corporate
Governance Report section in this Annual Report.
The policy of the Company on Directors appointment and remuneration, adopted by the
Board, is appended as Annexure-B to the Boards report.
AUDIT COMMITTEE
The Audit Committee consists of three Directors, out of which two are the Independent
Directors, namely Mr. Shital Parshad Jain (Chairman), Mr. Sajjan Singh and Mrs. Anubha
Tayal as other members. All the recommendations made by the Audit Committee were accepted
by the Board.
Corporate Social Responsibility (CSR) Committee:
Pursuant to Section 135 of the Companies Act, 2013, the company has constituted a CSR
Committee consisting of following members:-
- Mr Shital Parshad Jain, Independent Director as Chairman
- Mr Sajjan Singh, Member
- Mrs Anubha Tayal, Member
BOARD AND COMMITTEE MEETINGS
Four meetings of the Board of Directors were held during the year. The details of the
composition of the Board and its Committees and the number of meetings held and attendance
of Directors at such meetings are provided in the Corporate Governance Report, which forms
part of the Annual Report.
STATUTORY AUDITORS
M/s. Ram Sanjay & Co., Chartered Accountants, were appointed as Statutory Auditor
of the Company at 32nd Annual General Meeting held on September 23, 2022 to
hold office till the conclusion of the 37* Annual General Meeting.
The Auditors Report does not contain any qualification, reservation or adverse remark SECRETARIAL
AUDITORS
Ms Anju Jain, the Practicing Company Secretary was appointed by the Board as
Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial
year 2022-23.
The Secretarial Audit Report for financial year 2022-23 forms part of the Annual Report
as Annexure-C to the Boards report. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.
The Board has appointed Ms Anju Jain, Practicing Company Secretary, as Secretarial
Auditor of the Company for the financial year 2023-24 also.
COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly
such accounts and records are made and maintained.
COST AUDITORS
The Board has appointed M/s. Naveen Gupta & Co., Cost Accountants having Firm
Registration No. 100920 with the Institute of Cost Accountants of India, as Cost Auditor
of the Company for conducting Cost Audit of the Company for the financial year 2023-24.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, on the recommendation of the Audit Committee, Ms Ritu Aggarwal was appointed
by the Board of Directors to conduct internal audit for the financial year 2023-24.
ANNUAL RETURN
As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY
2022-23 is uploaded on the website of the Company and can be accessed at https
://www.hisarmetal.com/annual-retums.html
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no such employee of the Company who is covered under provisions of Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure D to
this Report.
CORPORATE GOVERNANCE
Your Company has complied with all the mandatory provisions of corporate governance of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate
report on Corporate Governance along-with Auditors certificate in this regard forms part
of the Annual Report as Annexure E to the Boards report.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of SEBI (Listing Obligates and Disclosure Requirements) Regulations,
2015 is presented in a separate section forms part of the Annual Report as Annexure F to
the Boards report.
Annual Report on Corporate Social Responsibility (CSR) activities in accordance with
Rule 8 of Companies (CSR Policy) Rules, 2014:
Refer Annexure G
COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.
SECRETARIAL STANDARDS OF ICSI
The Directors have devised proper systems and processes for complying with the
requirements of applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Companys financial position have occurred between the end of the
financial year and date of this report.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under review.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. The Company has not constituted Employees Stock Option Scheme (ESOS) and not issued
any share to its employees under the said Scheme or any other scheme (including sweat
equity shares) during the financial year.
3. Company does not have any subsidiary.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013,
ACKNOWLEDGEMENT
The Board of Directors thanks and deeply acknowledge the co-operation, assistance and
support provided by all the stakeholders viz., workers, shareholders, bankers, customers,
dealers, vendors, Government and Regulatory agencies.
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