Dear Members,
Hardwyn India Limited
Your Directors have pleasure in presenting the Seventh Annual Report on
the business and operations of the Company along with Audited Financial Statements for the
Financial Year ended 31st March, 2024.
1. CORPORATE OVERVIEW
The Company operates in diversified business segments viz. trading and
manufacturing of Architectural hardware and glass fittings
2. FINANCIAL RESULTS:
STANDALONE:
(Rs. in Lakhs)
| Particular |
As on 31 March, 2024 |
As on 31 March, 2023 |
| Turnover |
13,550.49 |
12,506.56 |
| Other Income |
49.89 |
70.95 |
| Total Income |
13,600.38 |
12,577.51 |
| Total Expenses |
12,208.62 |
11,300.02 |
| Profit Before Tax |
1,391.76 |
1,277.49 |
| Less: Income Tax -Current Year |
419.82 |
375.43 |
| Less: Deferred Tax |
(3.27) |
(1.36) |
| Profit/(Loss) after tax |
975.21 |
903.41 |
| EPS |
0.28 |
0.27 |
CONSOLIDATED:
(Rs. in Lakhs)
| Particular |
As on 31 March, 2024 |
As on 31 March, 2023 |
| Turnover |
15,284.54 |
16,465.77 |
| Other Income |
49.89 |
70.95 |
| Total Income |
15,334.43 |
16,536.72 |
| Total Expenses |
13,874.76 |
14997.03 |
| Profit Before Tax |
1,459.68 |
1539.68 |
| Less: Income Tax -Current Year |
439.16 |
384.32 |
| Less: Deferred Tax |
(3.09) |
(1.27) |
| Profit/(Loss) after tax |
1,023.61 |
928.06 |
| EPS |
0.29 20 |
0.27 |
3. FINANCIAL PERFORMANCE AND REVIEW
The Company recorded a standalone turnover of Rs. 13,550.49 Lakhs
during the year as against Rs. 12,506.56 Lakhs in the previous year and the Company has
earned a profit after tax of Rs. 975.21 Lakhs as compared to the profit after tax of Rs.
903.41 Lakhs in the previous financial year. The management of the Company is putting
their best efforts to improve the performance of the Company. Further the company has
recorded turnover of Rs. 15,284.54 Lakhs on consolidated basis.
The Company expects to increase its revenue and the profitability
during the year as the business has started showing growth and future of the Company looks
very bright. There is no dearth of demand and the Company is well shaped to cope up itself
with the market expectations.
4. CHANGE TN THE NATURE OF BUSINESS
Presently Company is into the business of manufacturing and trading of
Glass-Kitchen & furniture fittings.
5. SHARE CAPITAL& DEBT STRUCTURE
The Authorized Share Capital of the Company is Rs. 35,10,00,000/-
divided into 35,10,00,000 Equity Shares of Rs. 1/- each.
a) Bonus Issue & Split of Shares:
During the year, Company made a bonus allotment of 87217897 bonus
shares of face value of Rs.1/- each in ratio of 01:03 (i.e. One shares for every Three
equity share held) to the Members on June 06, 2023. With this allotment, the total issued
and paid-up capital of the Company has increased to Rs. 34,88,81,467 /- comprising of
34,88,81,467 equity shares of face value of Rs.1/- each.
b) Issue of equity shares with differential rights
As per rule 4 (4) of Companies (Share Capital and Debentures) Rules,
2014, during the period under review, your Company has not issued equity shares with
differential rights.
c) Issue of sweat equity shares
As per rule 8 (13) of Companies (Share Capital and Debentures) Rules,
2014, during the period under review, your Company has not issued Sweat equity shares.
d) Issue of employee stock options
As per rule 12 (9) of Companies (Share Capital and Debentures) Rules,
2014, during the period under review, your Company has not issued equity shares under the
scheme of employee stock option.
e) Provision of money by Company for purchase of its own shares by
employees or by trustees for the benefit of employees
As per rule 16 (4) of Companies (Share Capital and Debentures) Rules,
2014 there are no voting rights exercised directly or indirectly by the employees in
respect of shares held by them.
6. DIVIDEND
The Board of Directors has not recommended any dividend for the
financial year ended on March 31, 2024. Since the Board have considered it financially
prudent in the long-terms interest of the company to re- invest the profits into the
business of the company to build a strong reserve base and grow the business of the
Company.
7. TRANSFER TO RESERVES
During the period, this item is explained under the head other equity
forming part of Balance sheet Note No. 13 of Notes to Financial Statements.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There is no Material Changes and commitments affecting financial
position between the end of the financial year and date of report.
10. DEPOSIT
During the year under review, your Company has neither accepted any
fixed deposits nor any amount was outstanding as principal or interest as on balance sheet
date and disclosures prescribed in this regard under Companies (Acceptance of Deposit)
Rules, 2014 are not applicable.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013
The particulars of Loans, Guarantees, and Investments have been
disclosed in the Financial Statements read together with Notes annexed to and forming an
integral part of the Financial Statements.
12. CORPORATE SOCIAL RESPONSIBILITY
The CSR Policy sets out our commitment to ensuring that our activities
extend beyond business and include initiatives and endeavors for the benefit and
development of the community and society. The Company has put in place CSR Policy which is
in sync with the broader areas of Schedule VII of the Companies Act, 2013 and will always
be aligned to the changes that get incorporated in the schedule.
The annual report on our CSR activities is appended as Annexure to the
Board's report.
13. LISTING
The Company is listed on Main Board of BSE and NSE w.e.f 12th
April 2022.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
(A) Conservation of energy: N.A.
I. the steps taken or impact on conservation of energy;
II. the steps taken by the Company for utilising alternate sources of
energy;
III. the capital investment on energy conservation equipment's;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution;
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year: -
(a) the details of technology imported; (b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo (In Lakhs)
| Particular |
Current Year |
Previous Year |
| Earning in Foreign Exchange |
- |
- |
| Expenses in Foreign Exchange |
1,707.10 |
1,379.11 |
(Company has made foreign expenditure related to import of Goods)
Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of
the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as
Annexure - E and forms an integral part of this report.
15. MANAGEMENT DETAILS / INFORMATION
a) DIRECTORS & KEY MANAGERIAL PERSONNAL
The Company has following Directors and KMP along with changes made as
on 31st March 2024:
| S. No NAME OF THE DIRECTOR |
DIN |
DESIGNATION |
| 1 Mr. SwaranJeet Singh Sayal |
00280576 |
Chairperson & Executive Director |
| 2 Mr. Rubaljeet Singh Sayal |
00280624 |
Managing Director & CFO |
| 3 Ms. Tanya Sayal |
02821564 |
Non-Executive Director |
| 4 Ms. Shikha Chawla |
09523645 |
Non-Executive - Independent Director |
| 5 Mr. Kulmeet Singh Lamba |
09592108 |
Non-Executive - Independent Director |
| 6 Mr. Manjeet Singh* |
08206912 |
Non-Executive - Independent Director |
| 7. Ms. Nidhi Sethi** |
09617207 |
Non-Executive - Independent Director |
| 8. Mr. Sandeep Singh Solanki*** |
HUZPS8078C |
Company Secretary & Compliance Officer |
| 9. Ms. Sakshi Tyagi**** |
AYNPT5117C |
Company Secretary & Compliance Officer |
| 10. Ms. Kanchan Sharma***** |
ILSPS4210P |
Company Secretary & Compliance Officer |
| 11. Ms. Ankita Jain****** |
AXGPJ8187J |
Company Secretary & Compliance Officer |
* Mr. Manjeet Singh resigned from post of No- Executive Independent
Director w.e.f
02.08.2023
** Ms. Nidhi Sethi Appointed as Non-Executive Independent Director
w.e.f 10.10.2023 ***Mr. Sandeep Singh Solanki resigned from post of Company Secretary and
Compliance officer w.e.f 17.04.2023
**** Ms. Sakshi Tyagi appointed as Company Secretary and Compliance
officer w.e.f
16.05.2023
****Ms. Sakshi Tyagi resigned from post of Company Secretary and
Compliance officer w.e.f
13.07.2023
***** Ms, Kanchan Sharma appointed as Company Secretary and Compliance
officer w.e.f
13.07.2023
****** Ms. Ankita Jain appointed as Company Secretary and Compliance
officer w.e.f
01.06.2024
During the Financial year, the Board of Directors has made the
following changes in the composition of Board of Director: -
Appointment of Ms. Nidhi Sethi as an Additional Director designated as
Additional Non-Executive Independent Director with effect from 10.10.2023 and regularize
on 26.12.2023 Ms. Nidhi Sethi as a Director through Postal Ballot.
Mr. Manjeet Singh who was appointed as an Additional Non-Executive
& Independent Director on 10.11.2022 & was regularized on 07.02.2023 through
Postal Ballot has resigned on 02nd August 2023.
Further after the Closure of financial year the Board of Directors has
made the following changes in the composition of Board of Director.
Ms. Kanchan Sharma who was appointed on 13th July, 2023 for
the post of Company Secretary and Compliance Officer has resigned on 08th May
2024.
Ms. Ankita Jain has been appointed as Company Secretary &
Compliance Officer of the Company w.e.f. 01st June 2024.
b) Directors seeking appointment and re-appointment
In accordance with the provision of Section 152 of the Companies Act
2013 and the Article of Association of the Company, Mr. Swaran Jeet Singh Sayal, Director
(DIN: 00280576) of the Company is retiring at the forthcoming Annual General Meeting and
being eligible, has offered himself for re- appointment. Directors recommended his
reappointment.
c) Independent Directors and Declaration by Independent Director(s)
In accordance with the requirement under the Companies Act, 2013 and
Company has received necessary declaration from the Independent Directors to the effect
that they meet the criteria of independence as provided under Section 149(6) of the Act.
In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules
made there under for the appointment as Independent Directors and are independent of the
management.
d) Mechanism of Performance Evaluation of the Board, Committees and
Individual Directors
In line with the provisions of section 134(3) of the Companies Act,
2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing
regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors. The performance of the Board of
Directors and its Committees were evaluated on various parameters such as structure,
composition, experience, performance of specific duties and obligations, quality of
decision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters,
such as meeting attendance, participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of
Independent Directors, Nomination Committee and Audit Committee and also discussed various
initiatives to further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 30/03/2024
performance of non- independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated
e) Meetings of the Board
The Company prepares the schedule of the Board Meeting in advance to
assist the Directors in scheduling their program. The agenda of the meeting is circulated
to the members of the Board well in advance along with necessary papers, reports,
recommendations and supporting documents so that each Board member can actively
participate on agenda items during the meeting.
The Board met 18 times during the Financial Year 2023-2024.The maximum
interval between any two meetings did not exceed 120 days. The Meetings were held as on
dates as specified in the table below: -
| S. No. Date of Meeting |
Total Number of directors associated as on
the date of meeting |
Attendance |
|
|
Numbers of Directors Attended |
% of Attendance |
| 01. 26/04/2023 |
6 |
6 |
100 |
| 02. 03/05/2023 |
6 |
6 |
100 |
| 03. 16/05/2023 |
6 |
6 |
100 |
| 04 29/05/2023 |
6 |
6 |
100 |
| 05. 06/06/2023 |
6 |
6 |
100 |
| 06. 28/06/2023 |
6 |
6 |
100 |
| 07. 29/06/2023 |
6 |
6 |
100 |
| 08. 13/07/2023 |
5 |
5 |
100 |
| 09. 31/07/2023 |
5 |
5 |
100 |
| 10. 12/08/2023 |
5 |
5 |
100 |
| 11. 14/08/2023 |
5 |
5 |
100 |
| 12. 05/09/2023 |
5 |
5 |
100 |
| 13. 18/09/2023 |
5 |
5 |
100 |
| 14. 29/09/2023 |
5 |
5 |
100 |
| 15. 10/10/2023 |
6 |
6 |
100 |
| 16. 10/11/2023 |
6 |
6 |
100 |
| 17. 23/11/2023 |
6 |
6 |
100 |
| 18. 15/02/2024 |
6 |
6 |
100 |
GENERAL MEETING/POSTAL BALLOT
During the year the general meeting /postal ballot of member of the
company are as follow : -
| S. No DATE |
NATURE OF MEETING |
| 1 28.12.2023 |
Postal Ballot |
| 2 30.09.2023 |
AGM |
| 3 30.05.2023 |
Postal Ballot |
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER
MATTERS PROVIDED UNDER SECTION 178 (3)
The Company has in place a Nomination & Remuneration Committee in
accordance with the requirements of the Companies Act, 2013.
The Committee has formulated a policy on Director's appointment and
remuneration including recommendation of remuneration of the key managerial personnel and
other employees, composition and the criteria for determining qualifications, positive
attributes and independence of a Director and the policy is available on the website of
the Company i.e. , www .hardwyn. com
17. COMMITTEES OF THE BOARD
The Board committees play a crucial role in the governance structure of
the Company and have been constituted to deal with specific areas/ activities which
concern the Company and need a closer review. The Board committees are set up under the
formal approval of the Board, to carry out clearly defined roles which are considered to
be performed by the members of the Board, as a part of good governance practice. All
decisions and recommendations of the committees are placed before the Board for
information or for approval. The minutes of the meetings of all the committees are placed
before the Board for their review.
The Board of Company currently has 4 (Four) Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
4. Corporate Social Responsibility Committee
The major terms of reference of the Committees, its composition and
number of meetings held during the year ended March 31, 2024 are as follows:
a) AUDIT COMMITTEE
The Composition of the Audit Committee as on the date of the Report is
as follows:
| Sr. No. Name of the Director |
DIN |
Designation in the Committee |
| 1 Ms. Shikha Chawla |
09523645 |
Chairman & Member (Independent Director) |
| 2 Mr. Rubaljeet Singh Sethi |
00280624 |
Member (Executive Director) |
| 3 Mr. Kulmeet Singh |
09592108 |
Member (Independent Director) |
Meetings of the Audit Committee
During the year the Audit Committee met 6 (Six) times. The details of
the meetings held during the year ended March 31, 2024 along with the attendance of
Directors are as follows:
| S.No. Date of Meeting |
Total Number of members of the Committee
associated as on the date of meeting |
Attendance |
|
|
Numbers of Directors Attended |
% of Attendance |
| 1. 29/05/2023 |
3 |
3 |
100% |
| 2. 28/06/2023 |
3 |
3 |
100% |
| 3. 29/06/2023 |
3 |
3 |
100% |
| 4. 12/08/2023 |
3 |
3 |
100% |
| 5. 10/11/2023 |
3 |
3 |
100% |
| 6. 15/02/2023 |
3 |
3 |
100% |
In case any person requires more information/ details regarding the
Audit Committee the person may access the Company's website at the link:
www.hardwyn.com.
Note: The Audit Committee was reconstituted post resignation of Mr.
Manjeet Singh on 2nd August, 2024 and Mr. Rubal Jeet Singh Sayal was appointed as a Member
of the Committee.
b) NOMINATION AND REMUNERATION COMMITTEE
The major terms of reference of the Nomination and Remuneration
Committee are as follows:
• Identification of persons qualified to become directors and be
appointed in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal;
• Formulation of the criteria for determining qualifications,
positive attributes and independence of a director;
• Specifying the manner for effective evaluation of performance of
Board, its committees and individual directors;
• Recommending to the Board a policy, relating to the remuneration
for the directors, key managerial personnel and other employees.
Composition of Nomination & Remuneration Committee as on the date
of the report:
| Sr. No. Name of the Director |
DIN |
Designation in the Committee |
| 1 Ms. Shikha Chawla |
09523645 |
Chairman & Member (Independent Director) |
| 2 Mr. Kulmeet Singh |
09592108 |
Member (Independent Director) |
| 3 Ms. Tanya Sayal |
02821564 |
Member (Non-Executive Director) |
Note: The Nomination and Remuneration Committee was reconstituted post
resignation of Mr. Manjeet Singh on 2nd August, 2024 and Ms. Tanya Sayal was appointed as
a Member of the Committee.
Meetings of the Nomination & Remuneration Committee
During the year the Committee met 3 (Three) times. The details of the
meeting held during the year ended March 31, 2024 along with the attendance of Directors
are as follows:
| S. No. Date of Meeting |
Total Number of members of the Committee
associated as on the date of meeting |
Attendance |
|
|
Numbers of Directors Attended |
% of Attendance |
| 1. 16/05/2023 |
3 |
3 |
100% |
| 2. 13/07/2023 |
2 |
2 |
100% |
| 3. 10/10/2023 |
3 |
3 |
100% |
Nomination & Remuneration Policy is uploaded on the website of the
Company i.e. At www.hardwyn.com
c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING
The Board of Directors of the Company has constituted Stakeholders
Relationship Committee under Section 178 of the Companies Act, 2013.
The major terms of reference of the Stakeholders Relationship Committee
include:
• Consideration & Resolution of the grievances of security
holders of the Company;
• Reviewing of Transfer / Transmission requests / Demat / Remat
requests of the security shareholders and issuance of duplicate share certificate, if any.
Composition of the Stakeholders Relationship Committee as on the date
of the report:
| Sr. No. Name of the Director |
DIN |
Position in the Committee |
| 1 Mr. Kulmeet Singh |
09592108 |
Chairman & Member (Independent Director) |
| 2 Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
| 3 Ms. Tanya Sayal |
02821564 |
Member (Non-Executive Director) |
Note: The Stakeholders Relationship Committee was reconstituted post
resignation of Mr. Manjeet Singh on 2nd August, 2023 and Ms. Tanya Sayal was appointed as
a Member of the Committee.
Meetings of the Stakeholders Relationship Committee
During the year the Stakeholders Relationship Committee met 1 (one)
time. The details of the meeting
held during the year ended March 31, 2024 along with the attendance of
Directors are as
follows:
| S. No. Date of Meeting |
Total Number of members of the Committee
associated as on the date of meeting |
Attendance |
|
|
Numbers of Directors Attended |
% of Attendance |
| 01. 10.11.2023 |
3 |
3 |
100% |
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 30th March, 2024, without
the attendance of Non-Independent Directors and members of the Management. The Independent
Directors reviewed the performance of Non-Independent Directors and the Board as a whole,
the performance of the Chairman of the Company, taking into account the views of Executive
Director and Non- Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.
As per the provisions of the Companies Act, 2013 read with Schedule IV,
following are the Independent Directors of the Company.
| Sr. No. Name of member |
DIN |
Position |
| 1 Mr. Kulmeet Singh |
09592108 |
Chairman & Member (Independent Director) |
| 2 Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
| 4 Ms. Nidhi Sethi |
09617207 |
Member (Independent Director) |
Note: Mr. Manjeet Singh resigned on 2nd of August, 2023 and
Ms. Nidhi Sethi was appointed w.e.f. 10th of October, 2023
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETING
Composition of the Corporate Social Responsibility Committee as on the
date of the report:
| Sr. No. Name of member |
DIN |
Position |
| 1 Ms. Shikha Chawla |
09523645 |
Chairman & Member (Non-Executive Independent Director) |
| 2 Mr. Rubaljeet Singh Sayal |
00280624 |
Member (Executive Director) |
| 3 Mr. Kulmeet Singh |
09592108 |
Member (Non- Executive Independent Director) |
During the year the Stakeholders Relationship Committee met 1 (one)
time. The details of the meeting held during the year ended March 31, 2024 along with the
attendance of Directors are as follows:
| S. No. Date of Meeting |
Total Number of members of the Committee
associated as on the date of meeting |
Attendance |
|
|
Numbers of Directors Attended |
% of Attendance |
| 01. 10/11/2024 |
3 |
3 |
100% |
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred
to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies
(Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at "Annexure
II".
The policy on Related Party Transactions, as approved by the Board, may
be accessed on the Company's website www.hardwyn.com
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company have FIBA Hardwyn Lock Limited as a Subsidiary; hence
provisions of section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are applicable.
During the year under review, Company has Incorporated Slimx Interior
Solutions Private Limited as a subsidiary of the Company on 23rd November 2023.
A report on the performance and financial position of the subsidiary in
form AOC-1 is annexed hereto as Annexure ‘III' and forms an integral part of
this report.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, every Listed Company
shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of
the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/
whistle blower policy for directors and employees to report genuine concerns has been
established and approved by Board.
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting highest standards of professionalism,
integrity and ethical behavior.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on
the Company's website www.hardwyn.com.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE.
There was no significant order passed by any regulatory authority or
court or tribunal.
22. CORPORATE SOCIAL RESPONSIBILITY
As per section 135 of the Companies Act, 2013, a CSR Committee has been
formed by the Company. The areas for CSR activities are Forest planting, waste management,
development of sustainable energy sources, waste water treatment etc. Our CSR initiative
focuses on the holistic development of the communities that we live and work and create a
social, environmental and educational value to our society. The Company has total CSR
obligation of INR 13.08/- in Lakhs obligations. Company has made expenditure during the
Financial Year 2023-2024 of INR 13.08/- in Lakhs. Further, company has accumulated the
amount & reserve the remaining amount for CSR expenditure in future.
The details of CSR Projects undertaken through our CSR activities are
given in "ANNEXURE IV" as prescribed.
23. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):
Pursuant to section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that: -
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed;
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 the
Companies Act, 2013 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
f. the Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
24. AUDITORS STATUTORY AUDITOR
Pursuant to the provisions of Section 139 (2) of the Act and the rules
made thereunder, the Members at their Third AGM held on September 30, 2020, had appointed
M/s S. S. Periwal & Co., Chartered Accountants (ICAI Firm's Registration Number
001021N) Statutory Auditors of the Company for a term of five years i.e. from the
conclusion of Third AGM till the conclusion of the Eight AGM to be held for the financial
year 2024-2025.
The notes on accounts referred to in the auditors' report are
self-explanatory and therefore don't call for any further comments by the Board of
Directors. There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification or explanation.
During the year under review, the Company has not reported any fraud
mentioned under Section 143(12) of the Act.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act and Rules made there under, M/s Amit
Saxena & Associates., Practicing Company Secretaries were appointed as Secretarial
Auditors for the financial year 2023-24. The Secretarial Audit Report for the financial
year ended on March 31, 2024 is annexed herewith marked as "Annexure-V" to this
Report.
INTERNAL AUDITOR
In terms of Section 138 of the Companies Act 2013, and Rules made there
under, The Board of Director of the company at their meeting duly held on 20thday
of September 2021 appointed Gurmeet Sodhi & Associate, Chartered Accountants (Firm Reg
No 024849N) for 3 financial year Starting from the Financial Year 2021-22 to the Financial
Year 2023-24.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations, Management Discussion and Analysis are
attached, which form part of this report annexed herewith at "Annexiire -V" .
26. RISK MANAGEMENT
During the year, the Board had developed and implemented an appropriate
risk management policy for identifying the element of risk which, in the opinion of the
Board may threaten the existence of the company and safeguarding the company against those
risks. The details of the same are set out in Management Discussion and Analysis Report.
27. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and
Ethics for the Directors and Senior Executives of the Company. The object of the Code is
to conduct the company's business ethically and with responsibility, integrity,
fairness, transparency and honesty. The Code sets out a broad policy for one's
conduct in dealing with the Company, fellow directors and with the environment in which
the Company operates.
28. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company has a policy and framework for employees to report sexual
harassment cases at workplace and the process ensures complete anonymity and
confidentiality of information. No complaints of sexual harassment were raised in the
financial year 2023-24.
29. THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER COMPLIANCE
CERTIFICATE
As required under Regulation 17(8) of the SEBI (LODR) Regulations,
2015, the Chief Executive Officer & Chief Financial Officer Compliance Certificate is
at Annexure-VI
30. ANNUAL RETURN
As per the provisions of section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return
in Form MGT -7 is available at the website of the Company at www.hardwyn.com.
31. PARTICULARS OF EMPLOYEES AND REMUNERATION
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished
below:
| Name of the Director / Employee |
Rubal Jeet Singh Sayal |
SwaranJeet Singh Sayal |
Tanya Sayal |
| Designation |
Managing Director & CFO |
Director & Chairman |
Director |
| Remuneration received |
24,00,000 per annum |
12,00,000 per annum |
4,00,000 per annum |
| Nature of employment, whether contractual or otherwise |
Permanent Employee 33 |
Permanent Employee |
Permanent Employee |
| Date of commencement of employment |
29.08.2019 |
29.08.2019 |
01.04.2022 |
| The age of such employee |
49 Years |
76 Years |
|
| The last employment held by such |
N/A |
N/A |
N/A |
| The shares held by the employee in the Company |
8,26,98,000 equity shares (23.70%) |
6,99,98,000 equity shares(20.06%) |
Nil |
| Whether any such employee is a relative of any director |
1) Mr. Swaranjeet Singh Sayal, Director is
father of Mr. Rubaljeet Singh Sayal |
Mr. Swaranjeet Singh Sayal is the Father of
Mr. Rubaljeet Singh Sayal |
Ms. Tanya Sayal, Director is Daughter of Mr.
Swaranjeet Singh Sayal, Director and Sister of Mr. Rubaljeet Singh Sayal |
|
2) Ms. Tanya Sayal, Director is Daughter of
Mr. Swaranjeet Singh Sayal, Director and Sister of Mr. Rubaljeet Singh Sayal |
|
|
Notes:
• There were confirmed employees on the rolls of the Company as on
31st March 2024, 88 employees.
• Median remuneration of employees of the Company during the
financial year 2023-2024 was NIL
• There was no employee in the Company who drawn remuneration of
Rs.1.2 crore/ - per annum during the period under review. Hence the Company is not
required to disclose any information as per Rule 5(2) of the Companies (Appointment and
Remuneration) Rules 2014.
• There is no employee covered under the provisions of section
197(14) of the Companies Act 2013.
32. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013, the term
Internal Financial Control (IFC) means the policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of business, including adherence to the
company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information.
The Company has a well-placed, proper and adequate Internal Financial
Control System which ensures that all the assets are safeguarded and protected and the
transactions are authorized, recorded and reported correctly.
To further strengthen the internal control process, the company has
developed comprehensive compliance management tool to drill down the responsibility of the
compliance from top management to executive.
33. CORPORATE GOVERNANCE
Report on Corporate Governance, Pursuant to Regulation 34 read with
Schedule- V of SEBI (LODR) Regulations, 2015 and Certificate on Compliance of Corporate
Governance form part of this report.(Annexure-A)
34. COMPLIANCE OF SECRETARIAL STANDARDS
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to
‘Meetings of the Board of Directors' and ‘General Meetings' respectively have
been duly complied by your Company.
35. ACKNOWLEDGEMENT
The directors thank the Company's employees, customers, vendors,
investors and academic institutions for their continuous support. The directors also thank
the Government of India and concerned government departments / agencies for their
co-operation.
|
|
For Hardwyn India Limited |
|
Sd/- |
Sd/- |
|
Rubaljeet Singh Sayal |
SwaranJeet Singh Sayal |
| Date: 25-11-2024 |
Managing Director |
Director |
| Place: New Delhi |
DIN:00280624 |
DIN: 00280576 |
|