A Oneindia Venture
Click it and Unblock the Notifications
Directors Report of Hardwyn India Ltd.
Mar 31, 2025
Your directors have pleasure in presenting the Eighth Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2025.
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, 2025 |
As on 31 March, 2024 |
|
|
Turnover |
14,156.00 |
13,550.49 |
|
|
Other Income |
73.98 |
49.89 |
|
|
Total Income |
14,229.98 |
13,600.38 |
|
|
Total Expenses |
12,708.26 |
12,208.62 |
|
|
Profit Before Tax |
1521.73 |
1391.76 |
|
|
Less: Income Tax -Current Year |
457.32 |
419.82 |
|
|
Less: Deferred Tax |
(10.55) |
(3.27) |
|
|
Profit/(Loss) after tax |
1074.96 |
975.21 |
|
|
EPS |
0.22 |
0.20 |
|
|
CONSOLIDATED: (Rs. in Lakhs) |
|||
|
Particular |
sT As on 31 March, 2025 |
st As on 31 March, 2024 |
|
|
Turnover |
18,460.18 |
15,284.54 |
|
|
Other Income |
77.21 |
49.89 |
|
|
Total Income |
18,537.39 |
15,334.43 |
|
|
Total Expenses |
16,952.40 |
13,874.76 |
|
|
Profit Before Tax |
1584.99 |
1459.68 |
|
|
Less: Income Tax -Current Year |
474.43 |
439.16 |
|
|
Less: Deferred Tax |
(12.55) |
(3.09) |
|
|
Profit/(Loss) after tax |
1,123.12 |
1023.61 |
|
|
EPS |
0.23 |
0.21 |
|
3. FTNANCTAL PERFORMANCE AND REVIEW
The Company recorded a standalone turnover of Rs. 14,156 Lakhs during the year as against Rs. 13,550.49 Lakhs in the previous year and the Company has earned a profit after tax of Rs. 1074.96 Lakhs as compared to the profit after tax of Rs. 975.21 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. 18,460.28 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 BUSTNESS
Presently Company is into the business of manufacturing and trading of Glass-Kitchen & furniture fittings.
5. SHARE CAPTTAL& DEBT STRUCTURE
The Authorized Share Capital of the Company is Rs. 50,00,00,000/- divided into 50,00,00,000 Equity Shares of Rs. 1/- each.
a) Bonus Tssue & Split of Shares:
During the year, Company made a bonus allotment of 13,95,52,587 bonus shares of face value of Rs.1/- each in ratio of 2:5 (i.e. Two bonus equity share for five equity shares share held) to the Members on December 27th, 2024. With this allotment, the total issued and paid-up capital of the Company has increased to Rs. 48,84,34,054 /- comprising of 48,84,34,054 equity shares of face value of Rs.1/- each.
b) Tssue 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) Tssue 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) Tssue 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.
The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2025. 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.
During the period, this item is explained under the head other equity forming part of Balance sheet Note No.
14 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 Boardâs 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
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 âAnnexure - Iâ and forms an integral part of this report.
15. MANAGEMENT DETAILS / INFORMATIONa) DIRECTORS & KEY MANAGERIAL PERSONNAL
The Company has following Directors and KMP along with changes made as on 31st March 2025:
|
S. No |
NAME OF THE DIRECTOR |
DIN/PAN |
DESIGNATION |
|
1 |
Mr. Swaran Jeet 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 |
09592108 |
Non-Executive - Independent Director |
|
6 |
Ms. Nidhi Sethi |
09617207 |
Non-Executive - Independent Director |
|
8 |
Ms. Kanchan Sharma* |
ILSPS4210P |
Company Secretary & Compliance Officer |
|
9 |
Ms. Ankita Jain** |
AXGPJ8187J |
Company Secretary & Compliance Officer |
* Ms. Kanchan Sharma resigned as Company Secretary and Compliance officer w.e.f 08.05.2024 ** Ms. Ankita Jain appointed as Company Secretary and Compliance officer w.e.f 01.06.2024
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, Ms. Tanya Sayal, Director (DIN: 02821564) 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 30/11/2024 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 Nine times during the Financial Year 2024-2025.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 |
Attern |
ance |
|
Numbers of Directors Attended |
% of Attendance |
|||
|
01. |
01/06/2024 |
6 |
6 |
100 |
|
02. |
14/08/2024 |
6 |
6 |
100 |
|
03. |
14/09/2024 |
6 |
6 |
100 |
|
04 |
14/11/2024 |
6 |
6 |
100 |
|
05. |
22/11/2024 |
6 |
6 |
100 |
|
06. |
25/11/2024 |
6 |
6 |
100 |
|
07. |
30/12/2024 |
6 |
6 |
100 |
|
08. |
14/02/2025 |
6 |
6 |
100 |
|
09. |
27/03/2025 |
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 |
18.12.2024 |
AGM |
16. POLICY ON DIRECTORSâ 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
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. Stakeholderâs 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, 2025 are as follows:
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 |
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, 2025 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. |
01/06/2024 |
3 |
3 |
1 |
|
2. |
14/08/2024 |
3 |
3 |
1 |
|
3. |
14/11/2024 |
3 |
3 |
1 |
|
4. |
22/11/2024 |
3 |
3 |
% |
|
5. |
30/12/2024 |
3 |
3 |
% |
|
6. |
14/02/2025 |
3 |
3 |
% |
In case any person requires more information/ details regarding the Audit Committee the person may access the Companyâs website at the link: www.hardwyn.com.
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 |
Member (Independent Director) |
||
|
3 |
Ms. Tanya Sayal |
02821564 |
Member (Non-Executive Director) |
|
Meetings of the Nomination & Remuneration Committee
During the year the Committee met 1 (One) time. The details of the meeting held during the year ended March 31, 2025 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. |
01/06/2024 |
3 |
3 |
1 |
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 |
Chairman & Member (Independent Director) |
|
|
2 |
Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
|
3 |
Ms. Tanya Sayal |
02821564 |
Member (Non-Executive Director) |
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, 2025 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. |
14.02.2025 |
3 |
3 |
100% |
d) INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 30th November 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of NonIndependent 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 |
Chairman & Member (Independent Director) |
|
|
2 |
Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
|
4 |
Ms. Nidhi Sethi |
09617207 |
Member (Independent Director) |
|
e) 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 Corporate Social Responsibility Committee met 1 (one) time. The details of the meeting held during the year ended March 31, 2025 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 |
27/03/2025 |
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 âAnnexure IIâ.
The policy on Related Party Transactions, as approved by the Board, may be accessed on the Companyâs website www.hardwyn.com.
19. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
20. 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.
The company have Slimx Interior Solutions Private Limited as a subsidiary; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable.
A report on the performance and financial position of the subsidiary in form AOC-1 is annexed hereto as âAnnexure IIIâ and forms an integral part of this report.
21. 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 Companyâs website www.hardwvn.com.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE.
There was no significant order passed by any regulatory authority or court or tribunal.
23. CORPORATE SOCIAL RESPONSIBILITY
As per section 13 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 20.94/- in Lakhs obligations. Company has made expenditure during the Financial Year 2024-2025 of INR 20.94/- 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 âAnnexure IVâ as prescribed.
24. DIRECTORSâ 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.
25. AUDITORS & AUDITORâS REPORT:
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 Firmâs 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 auditorsâ report are self-explanatory and therefore donâ t call for any further comments by the Board of Directors. There are no qualifications or adverse remarks in the Auditorsâ 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 202425. The Secretarial Audit Report for the financial year ended on March 31, 2025 is annexed herewith marked as âAnnexure-Vâ 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 26th day of March 2025 appointed Gurmeet Sodhi & Associate, Chartered Accountants (Firm Reg No 024849N) for 3 financial year Starting from the Financial Year 2024-2025 to the Financial Year 2026-2027.
Pursuant to Section 148 of the Companies Act, 2013 maintenance of cost accounts and requirement of cost audit is not applicable.
26. 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 âAnnexure -VIâ.
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.
28. 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 companyâs business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for oneâs conduct in dealing with the Company, fellow directors and with the environment in which the Company operates.
29. 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 2024-25.
30. 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 âAnnexure-VIIâ.
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.
32. 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:
⢠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.
33. 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 companyâs 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.
34. FAMILIARISATION PROGRAMMES
The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization Programme. The Company also conducts orientation Programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization Programme for Independent Directors is disclosed on the Companyâs website www.hardwyn.com.
35. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial year.
37. MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
38. LISTING OF SECURITIES:
The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the Stock Exchange.
39. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)
Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.
40. STATEMENT ON OTHER COMPLIANCES
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 reporting period:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;
Your Company maintains a website www.hardwyn.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
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. âAnnexure-VIIIâ
43. COMPLIANCE OF SECRETARIAL STANDARDS
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively have been duly complied by your Company.
44. PREVENTION OF INSIDER TRADING:
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
The directors thank the Companyâs 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.
Mar 31, 2024
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 |
st As on 31 March, 2024 |
st 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 1 March, 2024 |
As on 31 1 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 reinvest 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 Boardâs 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 equipmentâs;
(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 |
Attem |
ance |
|
|
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 DIRECTORSâ 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
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. Stakeholderâs 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:
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 Companyâs 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% |
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 âAnnexure IIâ.
The policy on Related Party Transactions, as approved by the Board, may be accessed on the Companyâs 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 âIIIâ 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 Companyâs website www.hardwyn.com.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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 âANNEXURE IVâ as prescribed.
23. DIRECTORSâ 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; 31
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.
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 Firmâs 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 auditorsâ report are self-explanatory and therefore donât call for any further comments by the Board of Directors. There are no qualifications or adverse remarks in the Auditorsâ 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.
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 âAnnexure-Vâ to this Report.
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 âAnnexiire -Vâ .
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 companyâs business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for oneâs 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 2) Ms. Tanya Sayal, Director is Daughter of Mr. Swaranjeet Singh Sayal, Director and Sister 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 |
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 companyâs 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.
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 âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively have been duly complied by your Company.
35.
ACKNOWLEDGEMENT
The directors thank the Companyâs 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.
Mar 31, 2023
Your Directors have pleasure in presenting the Sixth Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended on 31stMarch, 2023.
1. CORPORATE OVERVIEW
The Company operates in diversified business segments viz. trading and manufacturing of Architectural hardware and glass fittings
2. FINANCIAERESUETS:
|
STANDALONE: (Rs. in Lakhs) |
|||
|
Particular |
As on 31st March,2023 |
As on 31st March,2022 |
|
|
Turnover |
12,506.56 |
84,55.77 |
|
|
Other Income |
70.95 |
27.34 |
|
|
Total Income |
12,577.51 |
84,83.11 |
|
|
Total Expenses |
11,300.02 |
8,011.30 |
|
|
Profit Before Tax |
1,277.49 |
471.81 |
|
|
Less: Income Tax -Current Year |
375.43 |
132.19 |
|
|
Less: Deferred Tax |
(1.36) |
(1.10) |
|
|
Profit/(Loss) after tax |
903.41 |
340.72 |
|
|
EPS |
5.70 |
2.23 |
|
|
CONSOLIDATED: (Rs. in Lakhs) |
|||
|
Particular |
As on 31st March,2023 |
As on 31st March,2022 |
|
|
Turnover |
16,465.77 |
0.00 |
|
|
Other Income |
70.95 |
0.00 |
|
|
Total Income |
16,536.72 |
0.00 |
|
|
Total Expenses |
14,997.03 |
0.00 |
|
|
Profit Before Tax |
1,539.68 |
0.00 |
|
|
Less: Income Tax -Current Year |
384.32 |
0.00 |
|
|
Less: Deferred Tax |
(1.27) |
0.00 |
|
|
Profit/(Loss) after tax |
1,156.63 |
0.00 |
|
|
EPS |
5.86 |
0.00 |
|
3. FINANCIAL PERFORMANCE AND REVIEW
The Company recorded a standalone turnover of Rs. 12,506.56 Lakhs during the year as against Rs. 84,55.77 Lakhs in the previous year and the Company has earned a profit after tax of Rs. 903.41 Lakhs as compared to the profit after tax of Rs. 340.72 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. 16,465.77 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 the economy as a whole has moved to its revival 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 IN 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. 27,60,00,000/- divided into 2,76,00,000 Equity Shares of Rs. 10/- each.
During the year under review, there was change in the Company''s issued, subscribed and paid- up equity share capital and as on March 31, 2023, the paid-up capital stood at Rs. 26,16,63,570/-divided into 2,61,66,357 Equity Shares of Rs. 10/- each.
However as on 28th May, 2023 the Company has increased the Authorised share capital from existing Rs. 27,60,00,000/- divided into 2,76,00,000 Equity Shares of Rs. 10/- each to Rs. 35,10,00,000/- (Indian Rupees Thirty-Five Crore Ten Lakh Only) divided into 35,10,00,000 (Thirty-Five Crore Ten Lakh) Equity Shares of INR 01/- (Rupee One Only).
a) Bonus Issue & Split of Shares:
After the date of closure of financial year on March 31, 2023, 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 05, 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.
Further on 28th May, 2023 made sub-division of each equity share of face value of Rs. 10/- (Rupees Ten Only) into face value of Re. 1/- (Rupee One Only) 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.
The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2022. 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.
During the period, the Company has not transferred any amount to the General Reserve of the Company.
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
Company in its board meeting held on 29th June, 2023 has approved the Draft Scheme of Arrangement between FIBA Hardwyn Locks Limited (Transferor Company) and Hardwyn India Limited (Transferee Company) in order to enable the transferee company to better focus, strategize and grow the businesses, will also help retain and increase the competitive strength thereby directly and indirectly strengthening the reputation, goodwill, customer service, customer recall, distribution network, overall economies of scale for the respective businesses of the Transferor Company and the Transferee Company. Further, the Scheme has been submitted with BSE Ltd. & NSE on 19th July, 2023 for In-principle Approval form Securities Exchange Board of India which is under process.
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 provisions of section 135 of companies act 2013 is not applicable this year as the profit, net worth and turnover of the financial year 2022-2023 does not crossed the threshold limit as prescribed under sub-section (1) of the said section.
The Company was earlier listed on SME Platform of BSE Limited, for better growth and future prospects is now migrated to 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 developmentor import substitution;
iii. in case of imported technology (imported during the last three years reckoned fromthe 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 |
1,379.11 |
1,044.75 |
||
|
Company has made foreign expenditure related to import of Goods) |
||||
15. MANAGEMENT DETAILS / INFORMATION
a) DIRECTORS& KEY MANAGERIAL PERSONNAL
The Company has following Directors and KMP along with changes made as on 31st March 2023:
|
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. |
Mr. Sandeep Singh Solanki* |
HUZPS8078C |
Company Secretary & Compliance Officer |
During the Financial year, the Board of Directors has made the following changes in the composition of Board of Director: -
Appointment of Mrs. Tanya Sayal as an Additional Director designated as Additional NonExecutive Director with effect from 01.04.2022 and as on 17th July 2022 Mrs. Tanya Sayal regularised as a Director.
Appointment of Mr. Kulmeet Singh Lamba as an Additional Director designated as Additional Non-Executive & Independent Director with effect from 20.06.2022.
Further as on 17th July 2022 Mrs. Shikha Chawla regularised in the post of additional director as Independent Director.
Further, Mr. Harkanwr Singh Sethi (DIN: 08550428), has been resigned on 16.09.2022 from the board & committees.
Appointment of Mr. Manjeet Singh as an Additional Non-Executive & Independent Director with effect from 10.11.2022 & regularize on 07.02.2023 through Postal Ballot.
Further after the Closure of financial year the Board of Directors has made the following changes in the composition of Board of Director.
As on 17th April, 2023 Mr. Sandeep Singh Solanki has resigned form the post of Company Secretary & Compliance Officer.
Further as on 16th May, 2023 Mrs Sakshi Tyagi has been appointed as Company Secretary & Compliance Officer & later she has resigned on 29th June, 2023 due to health issues.
Further on 13th July 2023 Mrs Kanchan Sharma has been appointed as Company Secretary & Compliance Officer of the Company.
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, Ms Tanya Sayal, Director (DIN: 02821564) of the Company is retiring at the forthcoming Annual General Meeting and being eligible, has offered herself for reappointment. 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 31.03.2023 performance of nonindependent 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 17 times during the Financial Year 2022-2023.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 |
Attenc |
ance |
||
|
Numbers of Directors Attended |
% of Attendance |
|||||
|
01. |
01.04.2022 |
5 |
5 |
100% |
||
|
02. |
08.04.2022 |
6 |
6 |
100% |
||
|
03. |
30.05.2022 |
6 |
6 |
100% |
||
|
04 |
13.06.2022 |
6 |
6 |
100% |
||
|
05. |
20.06.2022 |
6 |
6 |
100% |
||
|
06. |
28.07.2022 |
6 |
4 |
66.6% |
||
|
07. |
31.08.2022 |
6 |
5 |
83.3% |
||
|
08. |
05.09.2022 |
6 |
6 |
100% |
||
|
09. |
07.09.2023 |
6 |
4 |
66.6% |
||
|
10. |
16.09.2023 |
5 |
3 |
60.0% |
||
|
11. |
21.10.2022 |
5 |
5 |
100% |
||
|
12. |
10.11.2022 |
5 |
5 |
100% |
||
|
13 |
28.12.2023 |
6 |
6 |
100% |
||
|
14 |
12.01.2023 |
6 |
6 |
100% |
||
|
15 |
20.01.2023 |
6 |
6 |
100% |
||
|
16 |
02.02.2023 |
6 |
6 |
100% |
||
|
17 |
14.02.2023 |
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 |
17.07.2022 |
Postal Ballot |
||||
|
2 |
30.09.2022 |
AGM |
||||
|
3 |
07.02.2023 |
Postal Ballot |
||||
|
4 |
22.02.2023 |
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 3(Three) Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder''s Relationship Committee
The major terms of reference of the Committees, its composition and number of meetings held during the year ended March 31, 2023 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 |
Member (Independent Director) |
⢠Mr. Harkanwar Singh Sethi has been resigned on 16.09.2022 & audit committee is duly reconstituted.
⢠Mr. Manjeet Singh has been resigned on 02.08.2023 & & audit committee is duly reconstituted.
Meetings of the Audit Committee
During the year the Audit Committee met 7 (Seven) times. The details of the meetings held during the year ended March 31, 2023 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. |
01.04.2022 |
3 |
3 |
100% |
|
2. |
30.05.2022 |
3 |
3 |
100% |
|
3. |
13.08.2022 |
3 |
3 |
100% |
|
4. |
05.09.2022 |
3 |
3 |
100% |
|
H5. rdwy |
3 |
3 |
1q0%2-Z3â |
|
|
6. |
10.11.2022 |
3 |
3 |
100% |
|
7. |
14.02.2023 |
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.
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 |
Member (Independent Director) |
|
|
3 |
Ms. Tanya Sayal |
02821564 |
Member (Non Executiv Director) |
Further Mr. Ankush Mittal Resigned from the post of Independent director 20.06.2023 and also from the member of this committee & on same day Mr. Kulmeet Singh was appointed as an Independent Director of the Company w.e.f 20.06.2022. Also, note that Mr. Harkanwar Singh Sethi has been resigned on 16.09.2023 & Mr. Manjeet Singh on 102.08.2023 & other committees. Further NRC committee has been re-constituted on 02.08.2023 comprising of following members:
1. Ms. Shikha Chawla, Chairman
2. Mr. Tanya Sayal, Member
3. Mr. Kulmeet Singh, Member
During the year the Committee met 5 (Five) times. The details of the meeting held during the year ended March 31, 2023 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. |
01.04.2022 |
3 |
3 |
100% |
|
2. |
13.06.2022 |
3 |
3 |
100% |
|
3. |
20.06.2022 |
3 |
3 |
100% |
|
4. |
05.09.2022 |
3 |
3 |
100% |
|
5. |
10.11.2022 |
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 |
Chairman & Member (Independent Director) |
|
|
2 |
Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
|
3 |
Ms. Tanya Sayal |
02821564 |
Member (Non-Executive Director) |
Further Mr. Ankush Mittal Resigned from the post of Independent director 20.06.2023 and also from the member of this committee & on same day Mr. Kulmeet Singh was appointed as an Independent Director of the Company w.e.f 20.06.2022. Also, note that Mr. Harkanwar Singh Sethi has been resigned on 16.09.2023 & Mr. Manjeet Singh on 102.08.2023 & other committees. Further SRC committee has been re-constituted on 02.08.2023 comprising of following members:
1. Mr. Kulmeet Singh, Chairman
2. Mr. Tanya Sayal, Member
3. Ms. Sikha Chawla, Member
During the year the Stakeholders Relationship Committee met 3 (Three) times. The details of the meeting held during the year ended March 31, 2023 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. |
01.04.2022 |
3 |
3 |
100% |
|
02. |
08.04.2022 |
3 |
3 |
100% |
|
03. |
07.07.2022 |
3 |
3 |
100% |
|
04. |
28.07.2022 |
3 |
3 |
100% |
|
05. |
15.10.2022 |
3 |
3 |
100% |
|
06 |
10.11.2022 |
3 |
3 |
100% |
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 31st March, 2023, 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 |
Chairman & Member (Independent Director) |
|
|
2 |
Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
|
3 |
Mr. Manjeet Singh |
08206912 |
Member (Independent Director) |
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 I".
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 an Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable.
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 behaviour.
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 was passed by any regulatory authority or court or tribunal.
22. 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.
23. 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.
In terms of Section 204 of the Act and Rules made there under, M/s Vikas Verma & Associates., Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2022-23. The Secretarial Audit Report for the financial year ended on March 31, 2023 is annexed herewith marked asâ Annexure-II" to this Report.
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 20th day 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.
24. 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 âAnnexure -III".
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.
26. 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.
27. 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 2022-23.
28. 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-IV
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 -9 is available at the website of the Company at www.hardwyn.com.
30. 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 |
|
Designation |
Managing Director& CFO |
Director & Chairman |
|
Remuneration received |
24,00,000 per anum |
12,00,000 per anum |
|
Nature of employment, whether contractual or otherwise |
Permanent Employee |
Permanent Employee |
|
Date of commencement of employment |
14.12.2019 |
29.08.2019 |
|
The age of such employee |
48 Years |
75 Years |
|
The last employment held by such employee before joining the Company |
N/A |
N/A |
|
The shares held by the employee in the Company |
62,02,350 equity shares (40.54%) |
52,49,850 equity shares (34.31%) |
|
Whether any such employee is a relative of any director |
1) Mr. Swaranjeet Singh Sayal, Director is father of Mr. Rubaljeet Singh Sayal 2) Ms. Tanya Sayal, Director is Daughter of |
SwaranJeet Singh Sayal is the Father of Mr. Rubaljeet Singh Sayal |
Notes: Sayal
⢠There were confirmed employees on the rolls of the Company as on 31st March 2023, 69 employees.
⢠Median remuneration of employees of the Company during the financial year 2022-2023 was NIL
⢠There was no employee in the Company who drawn remuneration of Rs.1.2crore/ - 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.
31. 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 the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME platform of Bombay Stock Exchange of India Limited till the end of financial year 31st March 2023. the Company is exempted from compliance with Corporate Governance requirements and accordingly the reporting requirements like Corporate Governance Report Business Responsibility Report etc. are not applicable to the Company.
33. 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.
34. 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:05.09.2023 Managing Director Director
Place: New Delhi DIN:00280624 DIN: 00280576
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Hardwyn India Ltd.
-
Hardwyn India Ltd. Tools
- Bulk Deals
-
Hardwyn India Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- BSE Price History
- NSE Price History
-
Hardwyn India Ltd. Key Financial Ratios
- Ratios
-
Hardwyn India Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Hardwyn India Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Hardwyn India Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Hardwyn India Ltd. Corporate Announcements
- Book Closure
- Board Meetings
- Change of Name
-
FY26 Market Review: Inside Nifty-Sensex's Sharpest Yearly Crash Since COVID; What's Next For Investors? -
Intraday Stocks To Buy Today, March 27: Top Picks By Anand James of Geojit Investments On Friday -
Indian equities open higher as Nifty tops 23,100 and Sensex climbs over 700 points -
Intraday Stocks To Buy Today, March 25: Top Picks By Anand James of Geojit Investments On Wednesday
-
Stock Market Today: Nifty Closes Near 23,000, Sensex Up 1.8%: IndiGo, L&T, Eternal, Asian Paints Top Gainers -
Steel Stock Gains 5.14% On Getting NCLT Nod For Key Merger; Do You Own? -
Stock Market Opens Strong: Nifty Up 1.5%, Sensex Rallies 1,516 Pts; Rupee Recovers as Trump Delays Iran Strike -
D-Street Mayhem: Rs 15 Lakh Cr Wiped Out As Nifty-Sensex Close 2.5% Lower, Rupee In Free-Fall Amid Iran-US War -
Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
-
Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
-
Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today?
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+