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Rudra Ecovation Ltd Directors Report

71.22
(-1.91%)
Jul 16, 2024|12:00:00 AM

Rudra Ecovation Ltd Share Price directors Report

TO

THE MEMBERS OF,

HIMACHAL FIBRES LIMITED.

Your Directors have pleasure in presenting the 42nd Annual Report together with the Audited Statement of Accounts of Himachal Fibres Limited (HFL) for the year ended March 31st, 2023.

1. FINANCIAL HIGHLIGHTS.

The summary of the financial performance of the Company for the financial year ended March 31st, 2023 compared to the previous year ended March 31st, 2023 is given below:

(in Lacs)

Particulars Year Ended March 31st 2023 Year Ended March 31st 2022
Revenue from Operations and Other Income (Total Revenues) 2773.22 2850.23
Profit/Loss before Tax (PBT) 298.53 (720.41)
Tax- Current 0 (0.000
Tax- Deferred 5.50 (33.30)
Profit/Loss after Tax 293.03 (687.10)
Other Comprehensive Income (Net of Tax) 15.39 19.79
Total Comprehensive Income 308.42 (667.30)
Earnings per Share (EPS) (in Rs.) (after exceptional item)
- Basic 0.34 (0.80)
- Diluted 0.34 (0.80)

*Previous figures have been regrouped/ reclassified, wherever necessary, to confirm with the current period classification/presentation.

2. STATE OF COMPANYS AFFAIRS :

Total Revenue from operation for the year is Rs. 2683.29 Lakhs as compared to Rs. 2728.97 Lakhs of previous year. The Net profit (Loss) after tax for the year ended March 31st, 2023 is Rs. 293.03 Lakhs as compare to Rs. (687.11) Lakhs for the previous year.

3. DIVIDEND

In view of the Loss for the year ended March 31st 2023, the Board of directors has not recommended any dividend for the year under review.

4. TRANSFER TO RESERVE

The Board of your Company has decided not to transfer any amount to the General Reserves for the financial year 2022-23.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there were no unpaid/unclaimed Dividend and other amounts, as prescribed under Sections 124 & 125 of Companies Act, 2013 lying with the company, therefore, the provisions of above mentioned sections do not apply to the company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

In pursuance to section 134(3) (L) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

During the financial year 2022-23, the Company has entered into One Time Settlement (OTS) with its sole lender State Bank of India, regarding credit facilities availed by the Company, for a total amount of Rs. 17.72 Crores, payable in various installments, which are being paid as scheduled.

7. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

8. SHARE CAPITAL

During the year under review, no change in the paid-up share capital of the company.

8.1 Redemption of Preference Shares

The Company has not redeemed any Preference Shares during the year under review.

8.2 Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

8.3 Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

8.4 Bonus Shares

No Bonus Shares were issued during the year under review.

8.5 Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

9. FINANCE

9.1 Cash And Cash Equivalent

Cash and Cash equivalent as at March 31st, 2023 is Rs. 16.18 Lakhs. The Company continues to focus on judicious management of working capital. Working Capital parameters are kept under strict check through continuous monitoring.

9.2 Deposits/ Fixed Deposits

During the year, Company has not accepted deposit from the public falling within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not repaid any deposits to the public during the year and no deposits are remained unpaid / unclaimed as on March 31st, 2023.

9.3 Particulars of Loans, Guarantees or Investments

Detail of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes of Financial Statements.

10. HUMAN RESOURCES

HFL is committed to hiring, developing and retaining the best minds in the industry. The Company has key internal processes and initiatives that support this vision. The Company has developed a strong employee value proposition that focuses on key pillars of challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance and community engagement.

Talent management is a shared responsibility between business leaders and the Human Resources function at HFL, enabling a strong focus on succession planning for key roles and actively promoting internal move to drive career growth. Talent management is supported by a strong learning architecture that enables leadership and functional development. This is supported by a Positive Employee Relations (PER) strategy that aims to build an engaged and motivated workforce.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

11.1 Directors

Mr. Gian Chand Thakur whole time director of the Company retires by rotation at this AGM and being eligible offer himself for reappointment.

11.2 Key Managerial Personnel (KMP)

Board would also like to inform the members that during the year 2022-23:

Mr. Navratan Kumar Sharma resigned from the post of Chief financial officer due to his personal reasons w.e.f. 24.01.2023;

Mr. Sebestian Joseph has joined thereafter as CFO w.e.f. 14.02.2023;

Mrs. Laxmi Khatri was the Compliance officer cum Company Secretary of the Company.

12. BOARD MEETINGS & ATTENDANCE OF DIRECTORS

Five (5) meetings of the Board of Directors were held during the year 2022-23.

Date of Meetings: - 30.05.2022, 13.08.2022, 14.11.2022, 24.01.2023 and 14.02.2023 The details about the meetings and attended by all the directors of the Company:

Name of the Director Category

Attendance Particulars

No. of Directorship and other committee as on 31.03.2023

No.of shares held in the Company as on 31.03.2023 List of Directorship held in Other Listed Companies and Category of Directorship
Board Meeting Last AGM Directorship held in other Indian Public Limited Companies* Commit tee Membe rship** Commi ttee Chairp ersons hip**
Mr. Gian Chand Thakur Whole Time Director 5 Yes Nil 2 Nil Nil Nil
Mrs. Malkeet Kaur Independent Director 5 Yes 2 4 1 Nil Nil
Mr. Manoj Kumar Non Executive Director & NonIndependent Director 5 Yes 5 3 3 Nil Nil
Mr. Surjit Singh Independent Director 5 Yes 3 2 2 Nil Nil

* Excludes Directorship in Foreign Companies, Private Limited Companies and Section 8 Companies.

** For the purpose of considering the Committee Membership and Chairpersonship of a Director, the Audit Committee and the Stakeholders Relationship Committee of all Public Limited Companies including HFL has been considered.

13. COMM ITTE ES OF BOARD

The details regarding Committees of the Board of Directors of the Company:

AUDIT COMMITTEE

The committee continues to perform its tasks under the companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures) Regulations, 2015.

In the financial year 2022-23, four meetings were held on - Date of Meetings: 30.05.2022, 13.08.2022, 14.11.2022 and 14.02.2023. Composition of the committee and details of meetings held and members attendance during the year are as under:

Name Status Category

No of Meetings Held and Attended during the year 2022-23

Held Attended
Mr. Surjit Singh Chairperson Non Executive & Independent Director 4 4
Mrs. Malkeet Kaur Member Non Executive & Independent Director 4 4
Mr. Gian Chand Thakur Member Whole time Director 4 4

The Company Secretary acts as the secretary to the Audit committee. Chief Financial Officer attends all the meetings and statutory auditors and internal auditors are also invited for the meeting. Mr. Surjit Singh, the Chairperson of the Audit Committee was present at the last Annual General Meeting held on September 14th 2022.

NOMINATION AND REMUNERATION COMMITTEE

The committee continues to perform its tasks under the companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures) Regulations, 2015.

Composition of committee and details of meetings held and members attendance during the year under review are as under:

Date of Meetings: - 13.08.2022 and 14.02.2023.

Name Status Category

No of Meetings Held and Attended during the year 2022-23

Held Attended
Mrs. Malkeet Kaur Chairperson Non Executive & Independent Director 2 2
Mr. Manoj Kumar Member Non Executive Director 2 2
Mr. Surjit Singh Member Non Executive & Independent Director 2 2

The Company Secretary acts as the secretary to the Nomination and Remuneration committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee performs various functions conferred under the Listing Regulations and Section 178 of the Act, which mainly covers ensuring resolution of grievances of security holders of the company.

Composition of committee and details of meetings held and members attendance during the year under review are as under:

Date of Meetings: - 13.08.2022.

Name Status Category

No of Meetings Held and Attended during the year 2022-23

Held Attended
Mr. Surjit Singh Chairperson Non Executive & Independent Director 1 1
Mrs. Malkeet Kaur Member Non-Executive & Independent Director 1 1
Mr. Gian Chand Thakur Member Whole time Director 1 1

The Company Secretary acts as the secretary to the Stakeholders Relationship committee.

The complaints received, if any during the financial year were duly resolved in due time.

Name and designation of the Compliance Officer:

Mrs. Sharon Arora, the Company Secretary is the Compliance Officer of the Company and be contacted at Ph: 0161-4684000 and Fax: 0161-4684010 and Email: hfl.corporate@gmail.com.

Other Committee Details:

In order to smoothen the operation of the company, the power of Board has been delegated by forming committees with specific purposes.

COMMITTEE NAME MEMBERS NO OF MEETINGS
Mr. Surjit Singh (Chairperson)
SECURITIES TRANSFER COMMITTEE Mr. Gian Chand Thakur 1
Mr. Manoj Kumar
Mr. Surjit Singh (Chairperson)
BANKING & FINANCE COMMITTEE Mr. Gian Chand Thakur 1
Mr. Manoj Kumar

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The independent directors are exempted from clearing the proficiency test by the IICA.

15. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: —

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the directors had 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 had 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 had prepared the annual accounts on a going concern basis; and

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 operating effectively.

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.

17. CORPORATE GOVERNANCE:

Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not applicable to the Company as the paid up equity share capital of the Company is Rs. 8,62,50,000/- and net worth of the Company is Rs. (90,48,152) /-as on the last day of the previous financial year i.e. March 31, 2023 which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest audited Financial Statements as at March 31, 2023. Whenever this regulation becomes applicable to the Company at a later date, the Company shall comply with requirements of this regulation within six months from the date on which such provisions became applicable to the Company.

18. AUDITORS AND RECORDS 18.1 Statutory Auditors

M/s. Manjul Mittal & Associates, Chartered Accountants (Firm Registration No. 028039N) were re-appointed as the Statutory Auditors of the Company for a second term of five years from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting.

18.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Bhambri & Associates (CP No-22626), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure - 1.

18.3 Internal Auditors

Mr. Sanjay Kumar was appointed as Internal Auditor and he performed the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. For the year 2023-24 Mr. Sanjay Kumar has been re-appointed as the Internal Auditor by the Board.

18.4 Cost Records

Pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under sub section (1) of Section 148 of the Companies Act, 2013,is required by the Company and accordingly such prescribed accounts and records have been made and maintained.

18.5 Explanation on qualification/ reservation/ adverse remarks in the Auditors Report

Members attention is invited to the observations/Qualification made by the Statutory Auditors appearing in Independent Auditors Report and by Secretarial Auditor in Secretarial Audit Report. The observations/Qualification made by auditors in their reports along with the management replies on them is as follows:

a) Regarding Auditors remark in their report and Secretarial Auditors remark in their report, it is informed that the company accords top priority in depositing the statutory dues. However, the liquidity crunch being faced by it due to various reasons has led to some delay in the deposit of statutory dues.

b) Regarding Auditors Remark in their report and Secretarial Auditors remark in their report, Company has defaulted in payment of interest and installment of dues to SBI and the Company has been Declared as NPA as on 31.03.2022. The Company has entered into One Time Settlement (OTS) with its sole lender State Bank of India, regarding credit facilities availed by the Company, for a total amount of Rs. 17.72 Crores, which has been cleared completely by the Company.

c) The late filing of some of the compliances was done inadvertently and will being taken care of in the future.

19. INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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.

20. LISTING OF SECURITIES

The Securities of the Company are listed on BSE Limited. The company had paid the listing fee on 11.11.2022, delayed. The Company has not paid annual listing fee to exchanges for the year 2023-24 however the same will be paid soon.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS 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.

22. ANNUAL RETURN

The Annual Return in available on the website of the company at the link

http://www.himachalfibre.com/uploads/SHARE%20H0LDER%20INF0/MGT-%207%20-%20%202021-22.PDF

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and directors to report genuine concerns, unethical behavior and irregularities, if any, in the company noticed by them which could adversely affect companys operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported till date. The details of the Whistle Blower Policy is posted on the website of the Company.

24. RISK MANAGEMENT POLICY

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes and behaviors together form the Risk Management Policy that governs how the company conducts its business and manages associated risks.

25. HOLDINGS, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holdings, Subsidiary, Joint venture or Associate Company. There were no companies which have become or ceased to be its holdings, subsidiaries, joint ventures or associate companies during the year under review.

26. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered into with Related Parties, as defined under the Companies Act, 2013 and Clause 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year, were in the ordinary course of business and were on arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The report of the Board in respect of the particular of contracts or arrangements with related parties referred to sub section (1) of Section 188 in form AOC-2 is annexed to this report in Annexure- 2.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013

The Company has in place a prevention of sexual Harassment policy in line with the requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition and Redressal) Act, 2013. A Sexual Harassment Committee/Internal Complaints Committee (ICC) was setup/constituted which is responsible for redressal of complaints related to sexual harassment at the workplace. During the year 2022-23, no complaint were received/filed by the Company related to sexual Harassment.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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, is annexed herewith as "Annexure- 3".

29. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to the Boards report as per Annexure- 4.

30. REMUNERATION POLICY AND BOARD EVALUATION

Company has Nomination and Remuneration policy in place pursuant to Companies Act, 2013 and SEBI (LODR) Regulation, 2015. Independent directors in their meeting held on March 30th 2023, evaluated the performance of the non-independent directors of the board including Whole time Director. The minutes of the meeting were placed before the board and board affirmed the same. The Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the directors individually.

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 is enclosed herewith as Annexure - 5.

31. Performance Evaluation

The Board has carried out an annual evaluation of its own performance, performance of its Committees and of the directors individually, as per the criteria laid down by the Nomination and Remuneration Committee. The evaluation was carried out based on various parameters such as the participation in the Board & and its Committee meetings, contribution towards accurate financial reporting, strategic guidance, risk mitigation, internal controls, governance, leadership and talent development and managing external stakeholders During the year under review, Mr. Surjit Singh and Mrs. Malkeet Kaur, met on March 30th 2023, without the presence of non-independent directors and members of the management, to discuss the evaluation of the Board, Committees and the Non-Executive Directors. The discussions covered both strategic and operational aspects of the Board functioning, as well as the quality, content and timeliness of the flow of information between the Management and the Board. The inputs from the meeting were shared with the Nomination and Remuneration Committee (Regulation 25 of the Listing Regulations).

The performance evaluation of the Independent Directors was carried out by the entire Board.

Remuneration to Directors:

i) Executive Directors: The Managing Director and Whole-time Director shall be eligible for remuneration, as may be approved by the shareholders of the Company on the recommendation of the NRC Committee and the Board of Directors. If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Executive Directors in accordance with the provisions of the Companies Act, 2013.

ii) Non-Executive/Independent Director: The Non-Executive/Independent Directors of the Company may receive remuneration by way of sitting fees for attending the meeting of the Board of Directors or Committee thereof, as approved by the Board.

Details of the remuneration, sitting fees etc. paid/payable/entitlement to Directors for the year ended on March 31st 2023.

Name of the Director Remunerati on (in Rs.) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Sitting fees (in Rs.) Total
Mr. Gian Chand Thakur 360000.00 - - 360000.00
Mrs. Malkeet Kaur - - 10000.00 10000.00
Mr. Manoj Kumar - - 10000.00 10000.00
Mr. Surjit Singh - - 10000.00 10000.00

32. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report is annexed herewith in Annexure-6 and form part of the Directors Report.

33. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.

34. CREDIT RATING:

During the Financial Year 2022-23 no credit rating was there.

35. COMPLIANCE WITH INDIAN ACCOUNTING STANDARDS

In the preparation of the Standalone IND AS financial statements, the Company has followed the Indian Accounting Standards ("IND AS") as prescribed under section 133 of the Companies Act, 2013 ("the Act"), as notified under the Companies (Indian Accounting Standards) Rules, 2015, Companies (Indian Accounting Standards) Amendment Rules, 2016, Companies (Indian Accounting Standards) Amendment Rules, 2017 and other accounting principles generally accepted in India. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

36. Training/Familiarization of Board of Directors

Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Companys policies and procedures on a regular basis. Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarization programme have been posted in the website of the Company under the web link www.himachalfibre.com.

37. Independent Directors confirmation by the Board

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013 has been issued and disclosed on website of the Company under the web link www.himachalfibre.com.

38. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on March 30th 2023 to review the performance of Non-independent Directors (including the Chairperson) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

39. Code of Conduct for Board members and Senior Management

The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior Management of the Company. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. The Declaration of the same is annexed herewith in Annexure-7. The Code of Conduct is available on the website of the company.

40. ENTERPRISE RISK MANAGEMENT

The Companys Enterprise Risk Management Processes ensures that the management controls risks through means of a properly defined framework. The risks are reviewed periodically by the Whole time Director and the Chief Financial Officer through an established Enterprise Risk Management Framework and also annually by the Board of Directors.

41. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Company is not exposed to any of these risks.

42. OUTSTANDING GDRs/ADRs WARRANTS OF ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

As on date, the Company has not issued GDRs, ADRs or any other Convertible Instruments and as such, there is no impact on the equity share capital of the Company.

43. POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with regulation 9 of SEBI (Listing Obligations and Disclosures) Regulations, 2015 the board has adopted a policy for preservation of documents which has been uploaded on the website of the company under the web link www.himachalfibre.com.

44. ARCHIVAL POLICY

In accordance with regulation 30 (8) of SEBI (Listing Obligations and Disclosures) Regulations, 2015 an archival policy has been adopted which has also been uploaded on the website of the company under the web link www.himachalfibre.com.

45. RECONCILIATION OF SHARE CAPITAL AUDIT:

A qualified Company Secretary in practice carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. This Reconciliation is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the Board. The Audit Report, inter alia, confirms that the total listed and paid-up capital is in agreement with the aggregate of total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

46. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties, as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year, were in the ordinary course of business and were on arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website www.himachalfibre.com.

47. STRICTURES OR PENALTIES

The company has always ensured fair code of conduct and maintained transparency. There were no instances of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

During the year the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned Compliances , rules & regulations as laid down by various statutory authorities has always been observed by the company since such change over both in letter as well as in spirit. The Board has obtained certificates/disclosures from key management personnel confirming they do not have any material financial and commercial interest in transactions with the company at large.

48. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and directors to report genuine concerns, unethical behavior and irregularities, if any, in the company noticed by them which could adversely affect companys operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported till date. Further in accordance with requirement of Para C 10 (c) of SEBI (Listing Obligations and Disclosures ) Regulations, 2015 affirmation is also given that no personnel has been denied access to audit committee. The details of the Whistle Blower Policy is explained posted on the website of the Company at www.himachalfibre.com.

49. Compliances & other disclosures Mandatory Requirements

The Company has fully complied with the applicable mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Adoption of non-mandatory requirements under Listing Agreement

The Board:

Since the company have a non executive Chairperson a separate office is maintained at Registered office of the company along with a separate office at Corporate office at 8-L, Model Town, Backside Hotel Chevron Ludhiana-141002 (Punjab).

POLICY FOR DETERMINATION OF MATERIALITY OF THE DISCLOSURE OF EVENTS & INFORMATION

In accordance with regulation 30 (4) of SEBI (Listing Obligations and Disclosures) Regulations, 2015 a policy has been adopted regarding disclosures of any events or information which, in the opinion of the board of directors is material and the same is also available on the website of the company i.e. www.himachalfibre.com.

DETAILS OF TOTAL FEES PAID TO STATUTORY AUDITORS

Details relating to fees paid to the Statutory Auditors are given in Note 27 (a) to the Financial Statements.

GENERAL BODY MEETING

The details of last three Annual General Meeting of the Company held are given below:

Financial Year Location of the Meeting Date Time No. of Special Resolution passed
2019-2020 Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") 28.09.2020 04:30 P.M 1
2020-2021 Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") 28.09.2021 04:30 P.M 0
2021-22 Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") 14.09.2022 04.30 P.M. 1

RESOLUTION PASSED THROUGH POSTAL BALLOT

No resolution was passed Through Postal Ballot in the year under review.

MEANS OF COMMUNICATION

Annual Reports in respect of each financial year are mailed to the shareholders whose email IDs are registered with the company. Each Report contains the annual accounts of the company in respect of the financial year with the Directors and Auditors Reports. Also included in each Annual Report is the Notice convening the annual general meeting, the financial years and the cash flow statement together with the corresponding reports of the auditors.

The quarterly, half-yearly and annual financial results were/will be published in eminent daily newspapers like Business Standard (English & Hindi) and also displayed on Companys website: www.himachalfibre.com.

SHAREHOLDER INFORMATION
Registered Office : Plot no. 43-44, Industrial Area, Barotiwala-174 103,
(Himachal Pradesh)
Telephone No. - 0161-4684000
Fax No. - 0161-4684010
Email: hfl.corporate@gmail.com
Corporate Office : 8-L, Model Town, Backside Hotel
Chevron Ludhiana-141002 (Punjab)
Telephone No. - 0161-4684000
Fax No. - 0161-4684010
Email: hfl.corporate@gmail.com

REGISTRAR AND TRANSFER AGENT

Shareholders may contact the Companys Registrar and Share Transfer Agent (for both physical and demat segments) at the following address for any assistance regarding dematerialization of shares, share transfers, transmission, change of address, non-receipt of annual report and any other query relating to the shares of the Company:

BEETAL Financial & Computer Services Pvt Ltd.

BEETAL HOUSE, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukh Dass Mandir, New Delhi - 110062 Ph. 01129961281-283 Fax 011-29961284, Email: beetalrta@gmail.com

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.

PLANT LOCATION

Plot No.43-44, Industrial Area, Barotiwala-174 103 (Himachal Pradesh)

Shareholders Rights:

The quarterly and half-yearly financial results are published in widely circulated dailies and also displayed on Companys website www.himachalfibre.com. Hence, these are not individually sent to the Shareholders.

Reporting of Internal Auditor:

The internal auditor reports to audit committee.

General Shareholders Information Annual General Meeting

Date : September 28th 2023
Day : Thursday
Time : 05.00 P.M
Venue : Registered office of the company at Plot No. 43-44, Industrial Area, Barotiwala-174103 (Himachal Pradesh)

FINANCIAL CALENDAR

Financial Year : 1st April 2022 to 31st March 2023
Financial results were announced on:
o August 2022 : First Quarter
o November 2022 : Second Quarter
o February 2023 : Third Quarter
o May 2023 : Audited Results

Book Closure

The dates of book closure are from September 22nd 2023 to September 28th, 2023 (inclusive of both days).

Demat ISIN Number for NSDL and CDSL : INE723D01021

Listing

At present, the equity shares of the company are listed on the BSE Limited (BSE).

Stock Exchanges Stock Code
BSE Limited Demat Segment - 514010
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

SHARE TRANSFER SYSTEM

The Companys shares are in Demat mode. The shares received for transfer in physical mode are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respect.

Stock Market Data

Market Price Data as compared to closing Sensex during 2022-23:

Month High Price Low Price Close Price No.of Shares No. of Trades
Apr-22 6.25 4.93 5.36 363213 1721
May-22 5.61 4.5 5.04 184728 1276
Jun-22 5.63 4.12 4.52 252588 1688
Jul-22 5.25 4.26 4.52 164005 1086
Aug-22 6.96 4.51 5.9 582528 2039
Sep-22 6.77 5.05 5.41 245441 1079
Oct-22 6.45 4.9 5.01 246812 906
Nov-22 5.68 4.6 5.24 179059 994
Dec-22 6.21 4.15 5.68 497719 1530
Jan-23 6.2 4.53 5.1 279452 1122
Feb-23 5.5 4.26 4.72 300680 944
Mar-23 4.85 3.74 4.25 166772 873

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2023.

Shareholding Holders Percentage % No of shares Percentage %
UP TO 5000 5312 96.77 2596194 3.01
5001 TO 10000 81 1.47 576763 0.67
10001 TO 20000 36 0.65 555859 0.64
20001 TO 30000 18 0.32 440012 0.51
30001 TO 40000 5 0.09 168471 0.20
40001 TO 50000 7 0.12 313515 0.36
50001 TO 100000 9 0.16 574116 0.67
100001 AND ABOVE 21 0.38 81025070 93.94

DEMATERIALISATION OF SHARES:

As on March 31st 2023, 96.25 % of the capital comprising 83014750 shares, out of total of 8,62,50,000 shares were dematerialized.

For the shareholders who have not yet dematerialised their shares or have not completed their KYC please follow the link and arrange to submit these with the RTA

http://www.himachalfibre.com/uploads/CORPORATE%20ANNOUNCEMENTS/Announcement%20for%20Updation%20of%20KYC.pdf

ADDRESS OF CORRESPONDENCE

Shareholders may contact:

Mrs. Sharon Arora (Company Secretary) at

Registered Office & Works :

Plot No.43-44, Industrial Area,
Barotiwala-174 103 (Himachal Pradesh)
Corporate Office : 8-L, Model Town, Backside Hotel
Chevron Ludhiana-141002 (Punjab)
Telephone No. - 0161-4684000
Fax No. - 0161-4684010
Email: hfl.corporate@gmail.com

50. APPRECIATION AND ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

51. CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

By Order of the Board
For Himachal Fibres Limited
Sd/- Sd/-
(GIAN CHAND THAKUR) (SURJIT SINGH)
Place: Ludhiana (Wholetime Director) (Chairman cum Independent Director)
Dated: September 01st 2023

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