To, The Members of
HI-TECH WINDING SYSTEMS LIMITED
Your directors have pleasure in presenting the Board's Report of
your Company together with the Audited Statement of Accounts and the Auditors' Report
of your company for the financial year ended, 31st March, 2023.
FINANCIALHIGHLIGHTS
| Particulars |
Standalone |
| Particulars |
2022-23 |
2021-22 |
| Gross Income |
7.71 |
10.40 |
| Profit Before Interest and Depreciation |
0.55 |
0.77 |
| Finance Charges |
0.00 |
0.00 |
| Gross Profit |
0.18 |
0.25 |
| Provision for Depreciation |
0.37 |
0.52 |
| Net Profit Before Tax |
0.18 |
0.25 |
| Tax |
0.03 |
0.09 |
| Net Profit After Tax |
0.14 |
0.15 |
DIVIDEND
However, with the view to conserve the resources of company the
directors are not recommending any dividend.
AMOUNTSTRANSFERRED TO RESERVES
The Board of the company has decided to carry current year profit to
its reserves.
INFORMATIONABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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.
MATERIALCHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which this financial
statement relate on the date of this report.
ANNUAL RETURN
The copy of an Annual Return as per section 92 (3) of the Companies
Act, 2013 for the financial year ended 31st March, 2023 is available on the website of the
company. And the link of the website is www.hitechwindingsystems.com
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, the Company held 5 (FIVE)
board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which
is summarized below. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations,
2015 were adhered to while considering the time gap between two meetings.
| S No. Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. 25/05/2022 |
4 |
4 |
| 2. 12/08/2022 |
4 |
4 |
| 3. 23/08/2022 |
4 |
4 |
| 4. 12/11/2022 |
4 |
4 |
| 5. 13/02/2023 |
4 |
4 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(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, in the case of a listed company, 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.
AUDITORS and REPORT thereon
The Auditors, M/s Guarang Vora & Associates Chartered Accountants
are as statutory auditors of the company.
Their payment of remuneration is to be confirmed and approved in the
ensuing Annual General Meeting
There are no qualifications or adverse remarks in the Auditors'
Report which require any clarification/ explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st
March, 2023 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
There were loans and investments but no guarantees made by the Company
under Section 186 of the Companies Act, 2013 during the year under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and technology absorption
have not been furnished considering the nature of activities undertaken by the company
during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of
risk threatening the Company's existence is very minimal.
DIRECTORS and KMP
There are no changes in the constitution of directors of the company
during the financial year 2022-23.
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there
is no requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The Company is not paying remuneration to any director.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the declaration and they
meet the criteria of independence as provided under section 149(6) of the Companies Act,
2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's
Nomination and Remuneration Committee comprises of three Directors. The table sets out the
composition of the Committee:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Saileshbhai Chauhan |
Chairman |
Non-Executive Independent Director |
| Mrs. Usha Khetan |
Member |
Non-Executive Director Non-Executive Independent |
| Mr. Chandubhai Vaghela |
Member |
Director |
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are
as under:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria laid down, recommend
to theBoard their appointment and removal and shall carry out evaluation of every
Director's performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
3.The Nomination and Remuneration Committee shall, while formulating the policy ensure
that:
a. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:
4.Regularly review the Human Resource function of the Company
5.Discharge such other function(s) or exercise such power(s) as may be delegated to the
Committee by the Board from time to time.
6.Make reports to the Board as appropriate.
7.Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.
8.Any other work and policy, related and incidental to the objectives of the committee
as per provisions of the Act and rules made there under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company. However, the company is not paying remuneration
to the executive directors of the company
Remuneration to Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of Sitting
Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of
the Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's
Audit Committee comprised of three directors. The board has accepted the recommendations
of the Audit Committee. The table sets out the composition of the Committee:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Chandu bhai Vaghela |
Chairman |
Non-Executive Independent Director |
| Mr. Hariprasad Khetan |
Member |
Executive Director Non- Executive Independent |
| Mr. Saileshbhai Chauhan |
Member |
Director |
SECRETARIAL AUDIT REPORT
There are qualifications or adverse remarks in the Secretarial
Audit Report which require any clarification/ explanation.
1. The company is in process of appointment of Internal Auditor of the
company 2. The company will comply with the Regulation 47 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
3. The company is looking for the eligible person for the designation
of Managing Director and Company Secretary. Once the appointment is done company will
comply with the prevision of Companies Act, 2013
4. The company will comply with the provision of Section 152 of the
Companies Act, 2013.
5. Composition of Nomination and Remuneration committee is as per
Section 178 of the Companies Act, 2013.
6. The website of the company is duly working and updated.
7. Company will comply with the provision of Section 139 and 203 of the
Companies Act, 2013 very soon.
8. The company is in process for activation of DIN of Mr. Hariprasad
Khetan, Director, Ms. Usha Khetan and Shaileshbhai Chauhan and the same will be activated
by filing the Form DIR-3 KYC.
9. Regulation 76 of the Securities and Exchange Board India (Depository
and Participant) Regulations, 2018 for the Quarter ended 31st March, 2022 was filed by the
Company within time.
Further the Secretarial Audit Report as provided by Mr. Manish
Buchasia, Practicing
Company Secretary for the financial year ended, 31st March, 2023 is
annexed herewith for your kind perusal and information.
COST AUDIT
Cost Audit is not applicable to the company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Regulation 22 of the Listing Obligations and Disclosure Requirement Regulations, 2015
the company has established Vigil Mechanism for directors and employees to report genuine
concerns and made provisions for direct access to the chairperson of the Audit Committee.
Company has formulated the present policy for establishing the vigil mechanism/ Whistle
Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to
freely communicate and address to the Company their genuine concerns in relation to any
illegal or unethical practice being carried out in the Company. The details of the Vigil
Committee are annexed herewith for your kind perusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (Permanent,
contractual, temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control
systems to ensure reliable financial reporting and compliance with laws and regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required has been
attached and forms part of this report.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities, Customers, Vendors
and Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
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