Mar 31, 2018
Dear Members,
The Directors are pleased to present 28thAnnual Report and the Companyâs audited financial statement for the financial year ended March 31, 2018.
FINANCIAL RESULTS
The Companyâs financial performance for the year ended March 31, 2018 is summarized below:
(Rs. in Lakhs)
FINANCIAL RESULTS |
2017-18 |
2016-17 |
Sales/Others receipts |
23488.33 |
18074.07 |
Profit before depreciation and Taxation |
913.07 |
564.92 |
Less: depreciation |
184.34 |
181.57 |
Profit after depreciation |
728.73 |
383.35 |
Less: Provision for Taxation |
||
Current Year |
237.07 |
111.33 |
Deferred Tax |
2.48 |
12.92 |
Previous Year Tax |
(7.22) |
(4.66) |
Profit after Taxation |
496.40 |
263.76 |
Add: Profit brought forward |
662.07 |
463.30 |
Profit available for appropriation |
1158.47 |
727.06 |
Dividend & Tax on dividend |
65.10 |
64.99 |
Surplus carried to Balance Sheet |
1093.37 |
662.07 |
COMPANYâS BUSINESS GROWTH AND PROSPECTS
The total income for the current year has increased to Rs.23488.33 Lakhs from Rs. 18074.07 Lakhs in the previous year, whereas the profit after tax has increased from Rs. 263.76 Lakhs to Rs. 496.40 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, 2018.
TRANSFER TO RESERVES
Your Directors have not recommended any amount to transfer to general reserve.
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.
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.
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 armâs 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 Companyâs 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 Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the Companyâs 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.
DIRECTORSâ 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, 2018 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Anubha Tayal (DIN-00081391), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself 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. None of the Independent Directors are due for reappointment.
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 Directorsâ appointment and remuneration, adopted by the Board, is appended as Annexure-B to the Boardsâ report.
During the year Mr Pardeep Nandal , Company Secretary, has resigned from the company on 7th October, 2017. Mr Vishesh Kumar Chugh has been appointed as Company Secretary & Compliance officer on 14th November, 2017.
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.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in this Annual Report.
STATUTORY AUDITORS
M/s. Arun Naresh & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company at 27th Annual General Meeting held on September 27, 2017 to hold office till the conclusion of the 32nd Annual General Meeting.
The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
M/s. Rajesh Garg & Co., Practicing Company Secretary, was appointed by the Board on 29/05/2017 as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2017-18. But they have tendered their resignation on 31/01/2018. Thereafter Ms Anju Jain, the Practicing Company Secretary was appointed by the Board on 12/02/2018 as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2017-18.
The Secretarial Audit Report for financial year 2017-18 forms part of the Annual Report as Annexure-C to the Boardâs 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 2018-19 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 2018-19.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure D to this Report.
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 E 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 Auditorsâ certificate in this regard forms part of the Annual Report as Annexure F to the Boardâs report.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure G to the Boardâs report.
COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.
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 Companyâs 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 Employeesâ Stock Option Scheme (ESOS) and not issue 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 Companyâs 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. There is no women employee in the company.
ACKNOWLEDGEMENT
The Board of Directors thank 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.
For and on behalf of the Board of Directors
Date: August 11, 2018 (Abhiram Tayal) (Karan Dev Tayal)
Place: Hisar Managing Director Whole-time Director
DIN:00081453 DIN:00181214
Mar 31, 2015
Dear Members,
Your Directors are pleased to present 25thAnnual Report and the
Company's audited financial statement for the financial year
ended March 31, 2015.
FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2015
is summarized below:
2014-15 2013-14
Sales/Others receipts 22395.42 21166.55
Profit before depreciation and Taxation 356.06 434.12
Less: depreciation 150.69 264.45
Profit after depreciation 205.37 169.67
Less: Provision for Taxation
Current Year 73.09 89.71
Deferred Tax (5.73) (34.70)
Previous Year Tax 5.15 (8.71)
Profit after Taxation 132.86 123.37
Add: Profit brought forward 378.54 297.29
Profit available for appropriation 511.40 420.66
Dividend & Tax on dividend 43.53 42.12
Surplus carried to Balance Sheet 467.87 378.54
*Amounts are in lacs.
COMPANY'S BUSINESS GROWTH AND PROSPECTS
The total income from operations (net of excise) for the current year
has been increased to 22395.42 lacs from 21166.55 lacs in the previous
year. Moreover the Profits after tax have shown a growth from 123.36
lacs to 132.86 lacs this year.
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, 2015.
TRANSFER TO RESERVES
Your Directors have not recommended any amount to transfer to general
reserve.
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. Company has repaid all deposit accepted as per
the Companies Act, 1956, and rule prescribed thereunder with compliance
of the Companies Act, 2013, and the rule prescribed thereunder with
interest thereof by March, 31, 2015.
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 are given in the
notes to the financial statements.
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 arm's length basis. During the year, the
Company had 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 and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.hisarmetal.com/
index.php?option=com_content&view=article&id=1&Itemid=102
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 Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower to the
Manager/Supervisor or to the Chairman of the Audit Committee. The
Policy on vigil mechanism/whistle blower policy may be accessed on the
Company's website at the link:
http://www.hisarmetal.com/index.php?option=com_content&view=
article&id=12&Itemid=115
RISK MANAGEMENT POLICY
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in:
a) Oversee and implementing the Company's risk management and internal
control systems; and
b) Overseeing that all the risks that the organization faces such as
strategic, financial, operational, regulatory and other risks have been
identified and assessed and there is an adequate risk management
infrastructure in place capable of addressing those risks. A Risk
Management Policy was reviewed and approved by the Board on
recommendation of the Committee.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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.
ADD NEW PRODUCT RAGE AND START NEW PLANT
The Board of Directors of the Company in its meeting held on May 30,
2015, have decided to add new product range to manufacture and sell
stainless steel circle, tube & pipes at the existing plant and also
decided to start new business of stainless steel tubes & pipes at its
new plant in Hisar.
DIRECTORSÂ 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, 2015, the applicable accounting standards 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mrs. Anubha Tayal, Director of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible has offered herself for re-appointment.
During the year under review, the members approved the appointments of
Mr. Karan Dev Tayal as a Non- Executive Non-Independent Director who is
liable to retire by rotation and of Mr. Shital Parshad Jain, Mr. Shart
Jain, Mr. Sajjan Singh, Mr. Anuj Kumar and Mr. Krishan Kumar Jain as
Independent Directors who are not liable to retire by rotation. The
members have also re-appointed Mr. Abhiram Tayal as the Managing
Director.
Mr. Radhey Shyam Bansal, G.M. Finance was re-designated as Chief
Financial Officer of the Company, by the Board of Directors in its
meeting held on August 12, 2014, with effect from August 12, 2014.
Mr. Abhishek Kapoor, the Company Secretary of the Company was resigned
with effect from November 19, 2014, and Mr. Pardeep Nandal was
appointed as the Company Secretary of the Company, by the Board of
Directors with effect from January 02, 2015, in its meeting held on
January 2, 2015.
During the year under review, due to personal reasons Mr. Ganesh Dutt
and Mr. Krishan Kumar Jain, Independent Directors of the Company, have
resigned from the Company. The Board placed on record its appreciation
for the valuable services rendered by Mr. Ganesh Dutt and Mr. Krishan
Kumar Jain during their tenure with the Company.
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 Clause 49 of the
listing agreement with the Stock Exchanges. None of the Independent
Directors are due for re-appointment.
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.
CORPORATE GOVERNANCE
Your Company has complied with all the provisions of Clause 49 of the
listing agreements with the Stock Exchanges. A separate report on
Corporate Governance along-with Auditors' certificate in this regard
forms part of the Annual Report as Annexure F to the Board's report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the listing agreement with the Stock
Exchanges in India, is presented in a separate section forms part of
the Annual Report as Annexure G to the Board's report.
COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/Stock
Exchange.
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 Company's financial position have
occurred between the end of the financial year of the Company 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 issue any share to its employees under the said Scheme
or any other scheme (including sweat equity shares) during the
financial year.
3. Company has not any subsidiary Company. Neither the Managing
Director nor the Whole-time Director of the Company receive any
remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
5. The Company does not require to constitute Corporate Social
Responsibility and Governance Committee, hence no CSR Committee was
constituted during the financial year.
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 thank 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.
For and on behalf of the Board of Directors
Date: August 12, 2015 Sd/-
Place: Hisar (M.P.Jindal)
Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting before you 24thAnnual Report
together with Audited Statement of Account of the Company for the year
ended March 31, 2014.
FINANCIAL RESULTS 2013-14 2012-13
Sales/Others receipts 21166.55 20245.15
Profit before depreciation and taxation 434.11 273.85
Less : Depreciation 264.45 256.18
Profit after depreciation 169.67 17.67
Less : Provision for Taxation
Current Year 89.71 29.59
Deferred Tax (34.70) (14.17)
Previous Year Tax (8.71) 1.10
Profit after Taxation 123.36 1.15
Add : Profit brought forward 297.29 337.99
Profit available for appropriation 420.66 339.13
Dividend & Tax on dividend 42.12 41.84
Surplus carried to Balance Sheet 378.54 297.29
DIVIDEND
The Board of Directors has recommended a dividend of 10% on share of
face value of Rs. 10 each i.e. Rs. 1/- per share for the financial year
ended on March 31,2014.
COMPANY''S BUSINESS GROWTH AND PROSPECTS
The total income from operations (net of excise) for the current year
has been increased to 21166.55 lacs from 20245.15 lacs in the previous
year. Moreover the Profits after tax have shown a remarkable growth
from 1.15 lacs to 123.36 lacs this year.
FIXED DEPOSITS
There was no fixed deposit with the Company that matured and remained
unpaid at the end of the year. PARTICULARS OF THE EMPLOYEES
There was no such employee of the Company who is covered under the
provision of Section 217 (2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars prescribed by the Companies (Disclosures of Particulars
in the Report of the Board of the Directors) Rules, 1988 are given in
Annexure A which forms part of this report.
COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/Stock
Exchange.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with Section 217 (2AA) of Companies Act, 1956, the Board
of Directors confirms that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along-with proper explanation relating to
material departures.
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 this financial year and of the Profit of
the Company for the year.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) The Directors have prepared the annual accounts ongoing concern
basis.
DIRECTORS
Mr. Ganesh Dutt, an independent director of the Company, has resigned
from the Company in the Board Meeting held on May 29, 2014 with
immediate effect. The Board of Directors in its meeting held on August
12, 2014, has appointed Mr. Krishan Kumar Jain (DIN 06870291), as an
Independent Director to fill the vacancy cause by resignation of Mr.
Ganesh Dutt and decided to recommend appointment of Mr. Jain as an
Independent Director of the Company not liable to retire by rotation in
the ensuing Annual General Meeting from September 24, 2014 to September
23, 2019.
As required under the provisions of Companies Act, 2013, Mr. Shital
Parshad Jain, Mr. Sajjan Singh, Mr. Sharat Jain and Mr. Anuj Kumar are
proposed to be re-appointed as Independent Directors of the Company,
not liable to retire by rotation, in this ensuing Annual General
Meeting for a period from September 24, 2014 to September 23, 2019.
Mr. Karan Dev Tayal, the Non-Executive and Non-Independent Director,
retires by rotation in ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
Further the tenure of Mr. Abhiram Tayal as Managing Director of the
Company is due to expire on February 13, 2015 therefore the Board of
Directors decided to recommend his appointment at the ensuing Annual
General Meeting to the shareholders of the Company for a period of five
years with effect from February 14, 2015, on the terms and conditions
recommended by the Nomination and Remuneration Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required under Clause
49(IV) (F) of Listing Agreement with the Stock Exchange, is enclosed in
Annexure C.
CORPORATE GOVERNANCE
Your Company has complied with all the provisions of Clause 49 of the
Listing Agreements with the Stock Exchanges. A separate report on
Corporate Governance along-with Auditors'' certificate in this regard
forms part of this report as Annexure B is attached herewith.
AUDITORS
The Auditors of the Company M/s. Ram Sanjay & Company, Chartered
Accountants having Firm Registration no. 021670N with the Institute of
Chartered Accountants of India, will retire at the conclusion of
ensuing Annual General Meeting (AGM) and have confirmed their
eligibility and willingness to accept the office of the Auditors, if
reappointed. Further the Audit Committee has also recommended the
appointment of M/s. Ram Sanjay & Company as Statutory Auditors of the
Company from the conclusion of ensuing AGM till the conclusion of the
third consecutive AGM of the Company.
COST AUDITORS
The Company has appointed M/s. Naveen Gupta & Company, Cost Accountants
having Firm Registration no. 100920 with the Institute of Cost
Accountants of India, for conducting Cost Audit of the Company for the
financial year 2014-15. In terms of the Companies (Cost Accounting
Records and Compliance) Rules, 2011, Cost Audit Report for the year
ended on March 31, 2013 was filed on November 19, 2013, however due
date for filing the same was September 30, 2013.
INSURANCE
The properties and assets of the Company to the extent required are
adequately insured. ACKNOWLEDGEMENT
The Board of Directors thank 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.
For and on behalf of the Board of Directors
Sd/-
Date: August 12, 2014 (M.PJindal)
Place: Hisar Chairman
Mar 31, 2013
To The Members of Hisar Metal Industries Limited
The Directors have pleasure in presenting before you 23rd Annual Report
together with Audited Statement of Account of the Company for the year
ended 31st March, 2013.
1. FINANCIAL RESULTS
2012-13 2011-12
Sales/Other receipts 2024514940 1977783035
Profit before depreciation
and Taxation 27385117 28819988
Less : depreciation 25618219 25417450
Profit after depreciation 1766898 3402538
Less : Provision for Taxation
Current Year 2959062 3875681
Deferred Tax (1417096) (2365092)
Previous Year Tax 110260 46020
Profit after Taxation 114672 1845929
Add profit brought forward 33798780 36136861
Profit available for appropriation 33913452 37982790
Dividends Tax on dividend 4184010 4184010
Surplus carried to Balance Sheet 29729442 33798780
2. DIVIDEND
The Directors recommend a dividend of 10% (Rs. 1/- per share) per annum
for the year ended 31st March, 2013.
3. COMPANY''S BUSINESS GROWTH AND PROSPECTS
During the financial year the sale & other receipts (net of excise) of
the company increased to Rs. 202.45 crore from 197.79 crore in the
previous year. The PAT has gone down to Rs. 1.15 lac from Rs. 18.46 lac
in the previous year mainly due to market competition.
4. FIXED DEPOSITS
There was no such fixed deposit with the Company as matured and
remained unpaid at the end of the year.
5. PARTICULARS OF THE EMPLOYEES
None of the employees of the Company is covered under the provision of
Section 217 (2A) of the Companies Act, 1956.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars prescribed by the Companies (Disclosures of Particulars
in the Report of the Board of the Directors) Rules, 1988 are given in
Annexure which forms part of Directors Report.
7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/Stock
Exchange.
8. DIRECTORS'' RESPONSIBILITY STATEMENT
As required pursuant to the Companies (Amendment) Act, 2000, the Board
of Directors confirm as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have 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 of the
Company for that year.
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) That the Directors had prepared the annual accounts on going concern
basis.
9. DIRECTORS
Smt. Anubha Tayal, Mr. M. P. Jindal and Mr. Anuj Kumar being the
longest in office retire in this meeting and being eligible, offers
themselves for re-appointment.
10. CORPORATE GOVERNANCE
Your Company has in all material aspects complied with the conditions
of Corporate Governance as contained in Clause 49 of the Listing
Agreement. A separate report each on Corporate Governance and
management discussion and analysis along-with Auditors certificate is
given elsewhere in this report as Annexure and forming part of this
report.
11. AUDITORS
The Auditors of the Company M/s Ram Sanjay & Company, Chartered
Accountants, Hisar retire at the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
Necessary Certificate pursuant to section 224(1 B) of the Companies
Act, 1956 has been obtained from the Auditors.
12. COST AUDITORS
The Central Government has approved the appointment of M/s Naveen Gupta
& Company, Chartered Accountants, Delhi as Cost auditor for conducting
Cost Audit of the Company for the financial year 2012-13.
13. INSURANCE
The properties and assets of the Company to the extent required are
adequately insured.
14. ACKNOWLEDGEMENT
The Board of Directors thank and deeply acknowledge the co-operation,
assistance and support provided by all the stakeholders viz workers,
shareholders, bankers, customers, dealers, vendors, Government and the
regulators.
Registered Office : For and on behalf of the
Board of Directors
Near Industrial Development
Colony, Delhi Road,
Hisar - 125 005 (Haryana)
(M. P. JINDAL)
Dated : 31 st May, 2013 CHAIRMAN
Mar 31, 2012
To The Members of Hisar Metal Industries Limited
The Directors have pleasure in presenting before you 22nd Annual Report
together with Audited Statement of Account of the Company for the year
ended 31st March, 2012.
1. PARTICULARS
2011-12 2010-11
Sales and Other receipts
(Net of excise duty) 1,97,77,83,035 1,45,52,28,532
Profit before depreciation and
Taxation 2,88,19,988 3,17,61,063
Less: depreciation 2,54,17,450 2,38,58,278
Profit after depreciation 34,02,538 79,02,785
Less:Provision for Taxation
Current Year 38,75,681 37,45,177
Deferred Tax (23,65,092) (10,87,693)
Previous Year Tax 46,020 (83,936)
Profit afterTaxation 18,45,929 53,29,237
Add profit brought forward 3,61,36,861 3,49,91,634
Profit available for appropriation 3,79,82,790 4,03,20,871
Dividend&Tax on dividend 41,84,010 41,84,010
Surplus carried to Balance Sheet 3,37,98,780 3,61,36,861
2. DIVIDEND
The Directors recommend a dividend of 10% per annum for the year ended
31 st March, 2012.
3. COMPANY'S BUSINESS GROWTHAND PROSPECTS
The company has been showing good performance. The turnover has
increased from Rs. 15926 Lac to Rs. 21625 Lac showing a growth of 36%.
The PAT has gone down from Rs. 53.29 Lac to Rs. 18.46 Lac mainly on
account of higher input cost and higher depreciation.
4. FIXED DEPOSITS
There was no such fixed deposit with the Company as matured and
remained unpaid at the end of the year.
5. PARTICULARS OF THE EMPLOYEES
None of the employees of the Company is covered under the provision of
Section 217 (2A) of the Companies Act, 1956.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars prescribed by the Companies (Disclosures of Particulars
in the Report of the Board of the Directors) Rules, 1988 are given
inAnnexure which forms part of Directors Report.
7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/Stock
Exchange.
8. DIRECTORS' RESPONSIBILITY STATEMENT
As required pursuant to the Companies (Amendment) Act, 2000, the Board
of Directors confirm as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have 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 of the
Company for that year.
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) That the Directors had prepared the annual accounts on going concern
basis.
9. DIRECTORS
Mr. Rahul DevTayal, Mr. Sharat Jain and Mr. Ganesh Dutt being the
longest in office retire in this meeting and being eligible, offers
themself for re-appointment.
10. CORPORATE GOVERNANCE
Your Company has in all material aspects complied with the conditions
of Corporate Governance as contained in Clause 49 of the Listing
Agreement. A separate report each on Corporate Governance and
management discussion and analysis along-with Auditors certificate is
given elsewhere in this report as Annexure and forming part of this
report.
11. AUDITORS
The Auditors of the Company M/s Ram Sanjay & Company, Chartered
Accountants, Hisar retire at the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
Necessary Certificate pursuant to section 224(1 B) of the Companies
Act, 1956 has been obtained from the Auditors.
12. COST AUDITORS
The Company has approved the appointment of M/s Naveen Gupta & Company,
Cost Accountants, as Cost Auditor for conducting Cost Audit of the
Company for the financial year 2011-12
13. INSURANCE
The properties and assets of the Company to the extent required are
adequately insured.
14. ACKNOWLEDGEMENT
The Board of Directors thank and deeply acknowledge the co-operation,
assistance and support provided by all the stakeholders viz workers,
shareholders, bankers, customers, dealers, vendors, Government and the
regulators.
Registered Office : For and on behalf of the Board of Directors
Near Industrial
Development Colony,
Delhi Road, Hisar -
125 005 (Haryana) (M. P. JINDAL)
Dated : 27th August, 2012 CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting before you 20th Annual Report
together with Audited Statement of Account of the Company for the year
ended 31st March, 2010.
(Rs. In Lac)
1. FINANCIAL RESULTS 2009-10 2008-09
Sales/Other receipts 16099.85 13020.44
Profit before depreciation and Taxation 557.17 198.12
Less: depreciation 198.62 156.17
Profit after depreciation 358.55 41.95
Less : Provision for Taxation
Current Year (MAT) 64.81 33.66
MAT Credit Entitlement (8.24) -
Fringe Benefit Tax - 1.40
Deferred Tax 69.46 (19.68)
Previous Year Tax - (0.42)
Profit after Taxation 232.52 26.99
Add profit brought forward 159.38 174.51
Profit available for appropriation 391.90 201.50
Dividend/Tax on dividend 41.98 42.12
Transfer to General Reserve - -
Surplus carried to Balance Sheet 349.92 159.38
2. DIVIDEND
The Directors recommend a dividend of 10% per annum for the year ended
31st March, 2010.
3. COMPANYS BUSINESS GROWTH AND PROSPECTS
The Company has been consistently showing better performance. The
production has increased by 57% to 13351 M.T. The turnover has
increased by 25% to Rs16058 Lac. The increase in PBT and PAT is very
attractive. The PBT has increased by 755% to Rs.359 Lac and PAT has
increased by 762% to Rs.233 Lac. We wish to repeat this growth in the
coming financial year too.
4. FIXED DEPOSITS
There was no such fixed deposit with the Company as matured and
remained unpaid at the end of the year.
5. PARTICULARS OF THE EMPLOYEES
None of the employees of the Company is covered under the provision of
Section 21 / {zk) of the Companies Act, 1956.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
The particulars prescribed by the Companies (Disclosures of Particulars
in the Report of the Board of the Directors) Rules, 1988 are given in
Annexure which forms part of Directors Report.
7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/Stock
Exchange.
8. DIRECTORS RESPONSIBILITY STATEMENT
As required pursuant to the Companies (Amendment) Act, 2000, the Board
of Directors confirm as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have 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 of the
Company for that period.
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) That the Directors had prepared the annual accounts on going concern
basis.
9. DIRECTOR
Smt. Anubha Tayal and Shri M.P. Jindal being the longest in office
retires in this meeting and bjeing eligible, offers themself for
re-appointment. Mr. Sharat Jain, Mr. Ganesh Dutt and Mr. Anuj Kumar who
were appointed as the additional directors of the Company are to be
appointed as the directors of the Company liable to retire by rotation
under section 255 of the Companies Act, 1956. The Company has received
notice under section 257 from shareholders signifying their intention
to propose the name of Mr. Sharat Jain, Mr. Ganesh Dutt and Mr. Anuj
Kumar as the directors liable to retire by rotation.
10.CORPORATE GOVERNANCE
Your Company has in all material aspects complied with the conditions
of Corporate Governance as contained in Clause 49 of the Listing
Agreement. A separate report each on Corporate Governance and
management discussion and analysis along-with Auditors certificate is
given elsewhere in this report as Annexure and forming part of this
report.
11. AUDITORS
The Auditors of the Company M/s Ram Sanjay & Company, Chartered
Accountants, Hisar retires at the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
Necessary Certificate pursuant to section 224(1 B) of the Companies
Act, 1956 has been obtained from the Auditors.
12. INSURANCE
The properties and assets of the Company to the extent required are
adequately insured.
13. ACKNOWLEDGEMENT
The Board of Directors thank and deeply acknowledge the co-operation,
assistance and support provided by all the stakeholders viz workers,
shareholders, bankers, customers, dealers, vendors, Government and the
regulators.
For and on behalf of the Board of Directors
Registered Office
Near Industrial Development Colony,
Delhi Road, Hisar - 1.25 005 (Haryana) (M.P.JINDAL)
Dated :31st May, 2010 CHAIRMAN
Mar 31, 2009
The Directors have pleasure in presenting before you 19,h Annual Report
together with Audited Statement of Account of the Company for the year
ended 31st March, 2009.
(Rs. In Lacs)
1. FINANCIAL RESULTS 2008-09 2007-08
Sales/Other receipts 13020.44 17287.48
Profit before depreciation
and Taxation 198.12 313.61
Less : depreciation 156.17 155.77
Profit after depreciation 41.95 157.84
Less : Provision for Taxation
Current Year 33.66 56.83
Fringe Benefit Tax 1.40 1.24
Deferred Tax (19.67) (15.56)
Previous Year Tax (0.42) 1.03
Profit after Taxation 26.98 114.30
Add profit brought forward 174.51 402.33
Profit available for appropriation 201.49 516.63
Dividend/Tax on dividend 42.12 42.12
Transfer to General Reserve --- 300.00
Surplus carried to Balance Sheet 159.37 174.51
2. DIVIDEND
The Directors recommend a dividend of 10% per annum for the year ended
31st March, 2009.
3. COMPANYS BUSINESS GROWTH AND PROSPECTS
This year the performance is not good although satisfactory. The
production is down by 9% and the Sales in terms of quantity by 11%.The
Sales in terms of value is down by 25% approx. to Rs.13020 lacs and the
result is that the PBT and PAT both are down by 73% to Rs.41.95 and 76%
to Rs.26.98 lacs respectively. The main reasons are price fluctuation
in the raw material throughout the year causing lower demand of our
finished product, lower export demand and poor availability of power
throughout the year. We hope to do better in the coming financial year.
4. FIXED DEPOSITS
There was no such fixed deposit with the Company as matured and
remained unpaid at the end of the year.
5. PARTICULARS OF THE EMPLOYEES
None of the employees of the Company is covered under the provision of
Section 217 (2A) of the Companies Act, 1956.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars prescribed by the Companies (Disclosures of Particulars
in the Report of the Board of the Directors) Rules, 1988 are given in
Annexure which forms part of Directors Report.
7. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the guidelines Issued by SEBI/Stock
Exchange.
8. DIRECTORS RESPONSIBILITY STATEMENT
As required pursuant to the Companies (Amendment) Act, 2000, the Board
of Directors confirm as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have 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 of the
Company for that period,
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) That the Directors had prepared the annual accounts on going concern
basis.
9. DIRECTOR
Shri Sajjan Singh being the longest in office retires in this meeting
and being eligible, offers himself for re- appointment. Mr. Karan Dev
Tayal and Mr. Rahul Dev Tayal who were appointed as the additional
directors of the Company are to be appointed as the directors of the
Company liable to retire by rotation under section 255 of the Companies
Act, 1956. The Company has received notice under section 257 from
shareholders signifying their intention to propose the name of Mr.
Karan Dev Tayal and Mr. Rahul Dev Tayal as the directors liable to
retire by rotation.
10. CORPORATE GOVERNANCE
Your Company has in all material aspects complied with the conditions
of Corporate Governance as contained in Clause 49 of the Listing
Agreement. A separate report each on Corporate Governance and
management discussion and analysis along-with Auditors certificate is
given elsewhere in this report as Annexure and forming part of this
report.
11. AUDITORS
The Auditors of the Company M/s Ram Sanjay & Company, Chartered
Accountants, Hisar retires at the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
Necessary Certificate pursuant to section 224{1B) of the Companies Act,
1956 has been obtained from the Auditors.
12. INSURANCE
The properties and assets of the Company to the extent required are
adequately insured.
13. ACKNOWLEDGEMENT
The Board of Directors thank and deeply acknowledge the co-operation,
assistance and support provided by all the stakeholders viz workers,
shareholders, bankers, customers, dealers, vendors, Government and the
regulators.
For and on behalf of the Board of Directors
Registered Office :
Near Industrial Development Colony,
Delhi Road, Hisar- 125005 (Haryana) (M. P. JINDAL)
Dated: 30rh June, 2009 CHAIRMAN
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