Mar 31, 2023
Your Directors are pleased to present the 12th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
(Rs. in Lakhs) |
||
Particulars |
Year ended March 31,2023 |
Year ended March 31,2022 |
Revenue from Operations |
4.77 |
1.89 |
Profit before finance cost, depreciation, exceptional items and tax |
(339.89) |
(203.93) |
Less: Finance costs |
35.67 |
47.45 |
Depreciation and amortization expense |
0.50 |
0.34 |
Exceptional items |
- |
- |
Profit/Loss before tax |
(376.06) |
(251.72) |
Tax expense |
(93.62) |
(72.78) |
Profit/Loss after tax |
(282.44) |
(178.94) |
Other Comprehensive Income |
(18,804.97) |
97799.41 |
Items that will not be reclassified to profit and loss |
- |
|
Total Comprehensive Income for the year |
(19,087.41) |
97620.47 |
During the year, Company achieved Revenue from Operations of '' 4.77 lakhs against '' 1.89 lakhs in previous year. Due to the various external factors, your company was unable to earn profits and incurred net loss of '' 282.44 lakhs during the year against net loss of '' 178.94 lakhs in previous year. It is hopeful that Company would achieve greater heights in coming years.
During the year under review, no dividend has been recommended by your Directors.
4. DIVIDEND DISTRIBUTION POLICY
Your Company had adopted Dividend Distribution Policy, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the Company''s website: https://hexatradex.com/wp-content/ uploads/2021/07/Dividend-Distribution-Policy.pdf. In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend.
During the year no amount has been transferred in the reserves of the Company.
During the year 2022-2023, there is no change in the paid-up equity share capital of the Company. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
The Company had received an Initial Public Announcement dated March 12, 2022 from Siddeshwari Tradex Private Limited, Innox Global Multiventures Private Limited, Opelina Sustainable Services Limited and JSL Limited (collectively the âAcquirers"), along with other Promoters and Promoter Group persons / entities, of the Company, in accordance with Regulation 8 of the Securities and Exchange Board of India (Delisting of Equity Shares), 2021 (herein after called âSEBI Delisting Regulations"), inter alia expressing the intention to voluntary delist the equity shares of the Company (âInitial Public Announcement") to initiate the process and to express their intention to:
(a) acquire all Equity Shares that are held by public shareholders (as defined under the SEBI Delisting Regulations); and
(b) consequently, voluntarily delist the Equity Shares from the stock exchanges where the Equity Shares are presently listed i.e., BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), by making a delisting offer in accordance with the SEBI Delisting Regulations ("Delisting Proposal").
Presently, Acquirers have acquired 29.01% Equity Shares tendered by the Public in the Delisting Offer made by the company. Consequently, the Promoter and Promoter Group holding has increased to 50895475 Equity Shares (92.13%) of the total Equity Shares. Thereafter, the Company has made an application with BSE and NSE for obtaining final delisting approval, which is pending with both Stock Exchanges since more than a year.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board of Directors are duly constituted with proper balance of Non-Executive Directors and Independent Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, human resource, general management and strategy. Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.
At the ensuing Annual General Meeting, Mr. Ranjit Malik, Non-Executive Non-Independent Director, (DIN: 00059379) of the Company, retire by rotation and, being eligible, offer himself for re-appointment.
In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank.
As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who were appointed or have resigned during the year are given below:
⢠Ms. Veni Verma and Mr. Rajeev Goyal had resigned as an Non-executive Non-Independent Directors w.e.f 10th August 2022.
⢠Mr. Ranjit Malik and Mr. Naresh Kumar Agarwal were appointed as an Additional Non-executive Non-Independent Directors w.e.f 10th August 2022 and subsequently reappointed as Nonexecutive Non-Independent Directors in the AGM held on 29th September, 2022.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to be appointed as the director on the basis of the needs and enhancing the competencies of the Board of the Company. The current policy is to have a balance of Executive, Non-executive and Independent Directors to maintain the independence of the Board, and to separate its functions of governance and management. The composition of Board of Directors during the year ended 31st March, 2023 is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 read with Section 149 of the Companies Act, 2013. The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Remuneration Policy of the Company. The Policy may be accessed at the link https://hexatradex. com/wp-content/uploads/2015/08/POLICY-REMUNERATION-POLICY-QF-Hexa.pdf
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI Listing Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.
10. CONSOLIDATED FINANCIAL STATEMENT
Annual audited consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 - ''Consolidated Financial Statements'' and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures'', notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2023, the Company has one material subsidiary namely Hexa Securities and Finance Company Limited (HSFCL). HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report on the performance and financial position of HSFCL as per the Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.
As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company and audited financial statements of its subsidiary, are available on our website www.hexatradex.com. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.
No other company has become/ceased to be the subsidiary, associate and joint venture during the financial year 2022-23.
The policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: https://hexatradex.com/wp-content/uploads/2020/11/Policy-for-Determining-Material-Subsidiaries.pdf
12. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed by the Board of Directors:
a. that in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period.
c. that they had 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. that they had prepared the accounts for the financial year ended 31st March, 2023 on a ''going concern'' basis.
e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, confirming that they meet the criteria of Independence.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link: http://hexatradex.com/wp content/uploads/2015/08/PerformanceEvaluation.pdf. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.
The details of programme for familiarization of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link https:// hexatradex.com/wp-content/uploads/2015/08/Familiarization-Programme-of-Independent-Directors. pdf
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
16. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
The regulation 23(4) states that all related party transactions (RPTs) with an aggregate value exceeding '' 1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders.
The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm''s length basis.
All the related party transactions are in compliance with the provisions of SEBI Listing Regulations as applicable during the financial year ended 31st March, 2023. However, due to business exigencies a material transaction between Siddeshwari Tradex Private Limited (related party) of the Company and Hexa Securities and Finance Company Limited (''Material Subsidiary'') of the Company took place during the financial year 2022-23 for which members approval in the AGM held on 2022 was not taken resulting into violation of Regulation 23 (2), (3) and (4) of the SEBI Listing Regulations. The detailed information can be referred to in the Directors'' Report in respect of remark of Secretarial Auditors in this regard.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://hexatradex. com/wp-content/uploads/2020/ll/Policv-on-Related-Partv-Transaction.pdf
Please refer to Note No 30 to the standalone financial statements, which sets out related party disclosures.
The Board of Directors has formed Risk Management Committee which has been entrusted with the responsibility to assist (a) overseeing and approving the Company''s enterprise wide risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Board.
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Company conducts the business and manages associated risks.
18. INTERNAL FINANCIAL CONTROLS
The Company has put in place strong internal control systems in line with globally accepted practices. The processes adopted by the Company are best in class and commensurate with the size and nature of operations.
The Company has adopted risk based framework which is intended for proper mitigation of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Company has employed experienced professional to carry out the internal audits to review the adequacy and compliance to the laid down procedures to manage key risks.
The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit environment and implementation of internal audit recommendations including those relating to strengthening of Company''s risk management policies & systems. Your Company''s philosophy is of zero tolerance towards all applicable legal non-compliances.
19. COST RECORD AND COST AUDIT
The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable on the company.
20. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://hexatradex.com/wp content/uploads/2016/08/CSR-Policy-Tradex.pdf.
The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion. During the year there was no obligation to spend on CSR activities by the Company. A report on CSR activities is annexed herewith as Annexure 1.
The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings) and SS-4 (Report of the Board of Directors) respectively, have been complied by the Company.
22. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The members of the Company had appointed M/s Lodha & Co., Chartered Accountant as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from conclusion of 10th Annual General Meeting untill conclusion of 15th Annual General Meeting. The M/s Lodha & Co., Chartered Accountant have confirmed that they are not disqualified from continuing as Auditors of the Company.
Auditors''remarks in their report read with the notes to accounts referred to by them are self-explanatory. There have been no fraud reported by the Statutory Auditors of the Company.
The Board in their meeting held on 26th May, 2022 had appointed M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith marked as Annexure-2 to this Report. The Secretarial Audit Report contains the following remarks:
1. Non-Compliance of Regulation 23 (2), (3) & (4) of SEBI LODR, as no prior approval was taken from audit committee and shareholders of the company for material related party transactions entered between the related party of the Company and its material subsidiary during financial year ended 31st March 2023.
2. Non-Compliance of minimum public shareholding as per Regulation 38 of SEBI LODR and Rule 19(2) and Rule 19A of SEBI Securities Contracts (Regulation) Rules, 1957.
However, as per provisions of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, acquirers had acquired 29.01% Equity Shares tendered by the Public in the Delisting Offer made by the company. Consequently, the Promoter and Promoter Group holding has increased to 50895475 Equity Shares (92.13%) of the total Equity Shares. Thereafter, the Company has made an application with BSE and NSE for obtaining final delisting approval, which is pending with both Stock Exchanges since more than a year.
3. The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022 under Regulation 31 of the
SEBI (LODR) Regulations, 2015 and Regulation 3 of the SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997. In response to the show cause notice, the Company filed a reply on
22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th
April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.
Pursuant to the provisions on Regulation 24A of SEBI Listing Regulations, Hexa Securities & Finance Company Limited being a material unlisted subsidiary of your Company had also appointed in their board meeting held on 07th February 2023 Mr. Awanish K. Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report does not contain any qualification, reservation or adverse. The report issued by them is annexed herewith marked as Annexure-3.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS
i. Auditors'' Report
There have been no frauds, qualifications, reservations or adverse remarks reported by the Statutory
Auditors of the Company.
ii. Secretarial Auditor''s Report
The Management response on the remarks of Secretarial Auditors in the report is as under:
1. The Board of Directors of the Company had made a delisting offer to its shareholders in the month of March 2022. Based on the Reverse Book Building pricing, the Company successfully completed the delisting offer and made the payment to the shareholders who tendered their shares in the month of July 2022. Pursuant to above delisting offer, the promoters currently hold 92.13% of the shares of the company. Thereafter, On 8th July 2022 the Company applied for final approval from the stock exchanges for delisting. The delisting application is pending with the stock exchanges since then.
After completion of delisting, it was expected that the shares of the company would be delisted from the stock exchanges soon and the provisions of SEBI LODR 2015 would have not applied on the company. Such on inordinate delay for the delisting approval was not envisaged and the company was expecting approval any moment. However, Due to business exigencies a material transaction between the related party of the Company and material subsidiary were taken place during the financial year 2022-23 resulting into breach of regulation 23(4) of SEBI LODR.
2. As per provisions of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, acquirers had acquired 29.01% Equity Shares tendered by the Public in the Delisting Offer made by the company. Consequently, the Promoter and Promoter Group holding has increased to 50895475 Equity Shares (92.13%) of the total Equity Shares. Thereafter, the Company has made an application with BSE and NSE for obtaining final delisting approval, which is pending with both Stock Exchanges since more than a year.
3. The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022 under Regulation 31 of the SEBI (LODR) Regulations, 2015 and Regulation 3 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.
23. DISCLOSUREMEETINGS OF THE BOARD
During the year under review, the Board of Directors of the Company met 5 (Five) times on 26th May, 2022, 30th May, 2022, 10th August, 2022, 10th November, 2022 and 9th February, 2023. The composition of Board of Directors during the year ended March 31,2023 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.
As on 31st March, 2023, the Audit Committee comprised of Dr. Raj Kamal Aggarwal (Chairperson), Mr. Girish Sharma and Mr. Naresh Kumar Agarwal, as other members. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.
During the year ended 31st March, 2023, the Committee met 6 (Six) times on 12th April, 2022, 26th May, 2022, 30th May, 2022, 10th August, 2022, 10th November, 2022 and 9th February, 2023. For further details, please refer report on Corporate Governance of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March, 2023, the Nomination and Remuneration Committee comprised of Mr. Girish Sharma (Chairperson), Dr. Raj Kamal Aggarwal and Mr. Naresh Kumar Agarwal, as other members. The Chairperson of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations.
During the year ended 31st March, 2023 the Committee met 2 (Two) times on 26th May, 2022 and 10th August, 2022. For further details, please refer report on Corporate Governance of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31st March, 2023, the Stakeholders Relationship Committee comprised of Dr. Raj Kamal Aggarwal (Chairperson), Mr. Girish Sharma, and Mr. Naresh Kumar Agarwal, as other members. The composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations.
During the year ended 31st March, 2023 the Committee met only once on 9th February, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.
During the year under review, the Independent Directors of the Company met once on 16th June, 2022. For further details, please refer Report on Corporate Governance attached to this Annual Report.
The Board of Directors has formed Risk Management Committee comprised of Mr. Naresh Kumar Agarwal, Chairperson, Mr. Ravinder Nath Leekha, Independent Director, Mr. Ranjit Malik, Director and Mr. Neeraj Kanagat, CEO & CFO as members. Mr. Naresh Kumar Agarwal is the Chairperson of the Committee. The Composition of the Risk Management Committee is in conformity with requirements of the Regulation 21 of SEBI Listing Regulations.
During the year ended 31st March, 2023 the Committee met 2 (Two) times on 16th September, 2022 and 9th February, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
The CSR Committee comprises of Dr. Raj Kamal Aggarwal (Chairperson), Mr. Girish Sharma and Mr. Naresh Kumar Agarwal, as other members. The Composition of the CSR Committee is in conformity with requirements of Section 135 of the Companies Act, 2013.
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms Section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. As per said policy the Protected disclosures can be made by a whistle blower through an e mail, or a letter to the Compliance Officer or Chief Executive Officer or to the Chairperson of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHANISM.pdf
Further, No complaint was received during the year nor was pending at the end of the year
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security were proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Note 33 to the standalone financial statements).
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(f) and Regulation 3 (1) of SEBI Listing Regulations, the Annual Report shall contain business responsibility and sustainability report (BRSR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRSR is made available on the Company''s website at www.hexatradex.com.
Extract of Annual Return of the Company is annexed herewith as Annexure - 4 to this Report.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employee drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure - 5.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report attached as Annexure-6.
The Company had not invited/accepted any public deposits during the year ended on 31st March, 2023.
27. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the Financial Year there is no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
Further, no application made or any proceedings were pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.
The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.
28. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of sexual harassment of women at workplace and also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint received in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 during the year under review and their breakup is as under:
a) No. of Complaints filed during the year ended 31.03.2023: NIL
b) No. of Complaints disposed of during the financial year: NIL
c) No. of pending Complaints as on 31.03.2023: NIL
Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.
Mar 31, 2018
The Directors are pleased to present the 7th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2018.
1. FINANCIAL RESULTS (Rs. Lakhs.)
Particulars |
Current Year Ended March 31, 2018 |
Previous Year Ended March 31, 2017 |
Gross Sales & Income from Operations |
0.31 |
811.34 |
Profit/(Loss) before Financial Cost and Depreciation |
(177.92) |
(400.68) |
Less: |
||
- Finance Cost |
10.27 |
30.30 |
- Depreciation & Amortization |
0.08 |
0.07 |
Profit/(Loss) before tax |
(188.27) |
(431.05) |
Provision for Income Tax and Wealth Tax |
(18.61) |
(142.45) |
Net Profit/(Loss) after tax |
(169.66) |
(288.60) |
Add: Balance brought forward from previous Year |
28787.49 |
3076.09 |
Total amount available for appropriation |
2617.83 |
2787.49 |
Less : Appropriations : |
||
(a) Transfer to General Reserve |
- |
- |
(b) Proposed dividend on Equity Shares |
- |
- |
(c) Corporate Tax on dividends |
- |
- |
Balance carried to Balance Sheet |
2617.83 |
2787.49 |
2. REVIEW OF OPERATIONS
During the year, Company achieved Gross Sales & Income from operations of Rs. 0.31 lakhs against the Turnover of Rs. 811.34 lakhs in previous year. Since the Company has yet to achieve its optimum scale of operations, its net loss is Rs. 169.66 lakhs during the year against net profit of Rs. 288.60 lakhs in previous year. It is hope that Company would achieve greater heights in coming years.
3. DIVIDEND
No dividend has been recommended.
4. TRANSFER TO RESERVES
During the year no amount has been transferred in the reserve of the Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.
6. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 ("the Actâ) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS -23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Company has one subsidiary namely Hexa Securities and Finance Company Limited (HSFCL). HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report on the performance and financial position of each of the HSFCL as per the Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.
No Company has became/ceased to be the subsidiary, associate and Joint Venture during the financial year 2017-18.
The policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-FOR-DETERMI NING-MATERIAL-SUBSIDIARIES.pdf
8. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed by the Board of Directors: -
a. that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period.
c. that they had 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. that they had prepared the accounts for the financial year ended 31st March, 2018 on a ''going concern'' basis.
e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Veni Verma, Director (DIN: 07586927), retire by rotation and, being eligible, offer herself for re-appointment. During the year under review, no director had resigned or appointed on the Board of Directors of the Company.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to be appointed as the Directors on the basis of the needs and enhancing the competencies of the Board of the Company.
The current policy is to have a balance of Executive, Non-executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The composition of Board of Directors during the year ended March 31, 2018 are inconformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013.
The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company.
10. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link http://hexatradex.com/wp-content/uploads/201 5/08/Performance-Evaluation.pdf.
On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.
The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link http://hexatradex.com/wp-content/uploads/201 5/08/Familiarization-Programme-of-Independen t-Directors.pdf
11. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
12. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had entered into material contract / arrangement / transaction with subsidiary of the Company.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/uploads/201 5/08/POLICY-ON-RELATED-PARTY-TRANSACTIO NS.pdf
Your Directors draw attention of the members to Note 25 to the financial statement which sets out related party disclosures.
13. RISK MANAGEMENT
Your Company has identified following major risks to its business:
a) Strategic Risk: Trading businesses are highly competitive in nature. The Company faces risks from existing and new competitors.
b) Commercial Risks: Failure of the vendors or customers poses risk to the business.
c) Financial Risks: Trading businesses are also exposed to finance risks for non or delayed payments by the customers. Increase in finance costs also poses a risk to the Financial risks can impact the margins and profitability significantly. Whereas, the Company takes view on the profitability on case to case basis, however does not compromise significantly on the credit risk unless the transaction are with regular customers.
d) Geo Political Risks: The Company proposes to do cross border trading transactions which is subject to political and global economic risks.
14. INTERNAL FINANCIAL CONTROLSS
The company has put in place strong internal control systems in line with globally accepted practices. The processes adopted by the Company are best in class and commensurate with the size and nature of operations.
The Company has adopted risk based framework which is intended for proper mitigation of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.
The Company has employed experienced professional to carry out the internal audits to review the adequacy and compliance to the laid down procedures to manage key risks.
The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit environment and implementation of internal audit recommendations including those relating to strengthening of Company''s risk management policies & systems.
Your Company''s philosophy is of zero tolerance towards all applicable legal non-compliances
15. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/uploads/201 6/08/CSR-Policy-Tradex.pdf. The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion.
The Company is committed to ensure that all development activities/initiatives undertaken in the field of education, health care, sanitation, community welfare, skill development, employment generation, infrastructure development, promotion of national heritage and culture etc. are accessible to most marginalized segment of societies such as children, women, elderly and those with disabilities.
The Company would also undertake other initiatives in compliance with Schedule VII to the Act.
The management is in the process to identifying the suitable projects, where the CSR amount can be spent.
The Annual Report on CSR Activities is annexed herewith as Annexure 1.
16. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The members of the Company had appointed M/s N. C. Aggarwal & Co., Chartered Accountants as Statutory Auditors of the Company for a term of 4 (Four) consecutive years from conclusion of 6th Annual General Meeting until the conclusion of 10th Annual General Meeting. The M/s N. C. Aggarwal & Co., Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company.
Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory. There have been no fraud reported by the Statutory Auditors of the Company.
SECRETARIAL AUDITOR
The Board has appointed Shri Awanish Kumar Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure - 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
i. Auditors'' Report
There have been no frauds, qualifications, reservations or adverse remarks reported by the Statutory Auditors of the Company.
ii. Secretaria| Auditor''s Report
There are no qualifications, reservations or adverse remarks reported by the Secretarial Auditors in their report
17. DISCLOSURE
MEETINGS OF THE BOARD
During the year under review, the Board of Director of the Company met 4 (Four) times on 29th May, 2017, 3rd August, 2017, 7th November, 2017 and 24th January, 2018. The composition of Board of Directors during the year ended 31st March, 2018 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.
AUDIT COMMITTEE
As on 31st March, 2018, the Audit Committee comprised of Dr. Raj Kamal Agarwal (Chairman), Shri Girish Sharma and Ms. Veni Verma, as other members. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
During the year ended 31st March, 2018, the Committee met 4 (four) times on 29th May, 2017, 3rd August, 2017, 7th November, 2017 and 24th January, 2018. For further details, please refer report on Corporate Governance of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March, 2018, the Nomination and Remuneration Committee comprised of Dr. Raj Kamal Agarwal (Chairman), Shri Girish Sharma and Ms. Veni Verma, as other members. The Chairman of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
During the year ended 31st March, 2018 the Committee met once (1) on 29th May, 2017. For further details, please refer report on Corporate Governance of this Annual Report
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on 31st March, 2018, the CSR Committee comprises of Dr. Raj Kamal Agarwal (Chairman), Shri Girish Sharma and Ms. Veni Verma, as other members. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Managing Director or to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/uploads/201 5/08/P0LICY-VIGIL-MECHANISM.pdf
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note no. 8, 10 &13 to the standalone financial statement).
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure - 3 to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The employee''s relations remained cordial throughout the period. There is no employees whose particulars are required to be furnish under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure-4.
18. PUBLIC DEPOSITS
The Company has not invited / accepted any public deposits during the year ended on 31st March, 2018.
19. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the Financial Year there is no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
20. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.
21. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.
For and on behalf of the Board
Place: New Delhi
Date: 1st August, 2018
Dr. Raj Kamal Agarwal
Chairman
Mar 31, 2016
The Directors are pleased to present the 5th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2016.
1. FINANCIAL RESULTS (Rs. in Lacs)
Particulars |
Current Year Ended 31st March, 2016 |
Previous Year Ended 31st March, 2015 |
Gross Sales & Income from Operations |
2311.15 |
3,562.47 |
Profit/(Loss) before Financial Cost and Depreciation |
409.77 |
1,465.55 |
Less: |
||
- Finance Cost |
6.76 |
0.12 |
- Depreciation & Amortization |
0.07 |
0.26 |
Profit/(Loss) before tax |
402.94 |
1,465.17 |
Provision for Income Tax |
129.96 |
501.03 |
Net Profit/(Loss) after tax |
272.98 |
964.14 |
Add: Balance brought forward from previous Year |
825.21 |
(138.93) |
Total amount available for appropriation |
1098.19 |
825.21 |
Less : Appropriations : |
||
(a) Transfer to General Reserve |
- |
- |
(b) Proposed dividend on Equity Shares |
- |
- |
(c) Corporate Tax on dividends |
- |
- |
Balance carried to Balance Sheet |
1098.19 |
825.21 |
2. REVIEW OF OPERATIONS
During the year, Company achieved Gross Sales & Income from operations of Rs.2311.15 lacs against the Turnover of Rs.3562.47 lacs achieved during the previous year. Since the Company has yet to achieve its optimum scale of operations, its net profit is Rs.272.98 lacs during the year against net profit of Rs.964.14 lacs in previous year. It is hoped that Company would achieve greater heights in coming years.
3. DIVIDEND
No dividend has been recommended.
4. TRANSFER TO RESERVES
During the year no amount has been transferred in the reserve of the Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.
6. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year the Company has purchased shares of its subsidiary namely Hexa Securities and Finance Company Limited (HSFCL) and now HSFCL has become its wholly owned subsidiary w.e.f. 13th November, 2015. HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report on the performance and financial position of each of the HSFCL as per the Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.
No Company has became/ceased to be the subsidiary, associate & Joint Venture during the financial year 2015-16. The policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/uploads/2015/08/ POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES. pdf
8. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed by the Board of Directors: -
a. that in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period.
c. that they had 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. that they had prepared the accounts for the financial year ended 31st March, 2016 on a âgoing concern'' basis.
e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Shri Prithvi Raj Jindal (DIN: 00005301) and Shri Kuldip Bhargava (DIN: 00011103) had resigned from the office of Director w.e.f. 12.08.2016 and 15.07.2015, respectively due to their pre-occupation.
Ms. Sminu Jindal (DIN:00005317), Managing Director of the Company has resigned from the office of the Director w.e.f. 12.08.2016.
The Board places on record its appreciation for the services rendered by Shri Prithvi Raj Jindal, Ms. Sminu Jindal and Shri Kuldip Bhargava during their association with the Company.
As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of Companies (Accounts) Rules 2014, detail of directors or Key Managerial Personnel who were appointed and resigned during the year are given below:
Shri Girish Sharma (DIN: 05112440), Independent Director of the Company, was appointed as Independent Director under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period up to 5 years at the Annual General Meeting held on 29th September, 2015.
The Board of Directors of the Company had appointed Ms. Veni Anand (DIN: 07586927) as an additional director of the Company. As per section 161 of the Companies Act, 2013, she shall hold office up to the date of ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
The Board of Directors elevated Shri Neeraj Kanagat from CFO to CEO & CFO of the Company w.e.f.12th Aug, 2016.
10. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link http://hexatradex.com/wp-content/ uploads/2015/08/Performance-Evaluation.pdf.
On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link http://hexatradex.com/ wp-content/uploads/2015/08/Familiarization-Programme-of-Independent-Directors.pdf.
11. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
12. CONTRACTS & ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had entered into material contract / arrangement / transaction with subsidiary of the Company.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/uploads/2015/08/ POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf
Your Directors draw attention of the members to Note 26 to the financial statement which sets out related party disclosures.
13. RISK MANAGEMENT
Your Company has identified following major risks to its business:
a) Competitive scenario: The business that the Company engaged in, is highly competitive. The Company faces competition from new entrants and from customers who are becoming more involved in sourcing to satisfy their own supply requirements.
b) Global Risks: The Company proposes to conduct wholesale trading operations which are international in nature. These international operations would involve additional risks, including the possibility of restrictive actions by foreign governments, changes in foreign laws; limitations on repatriation of earnings; changes in currency exchange rates, and political and economic instability, war and civil disturbances or other risks that may limit or disrupt markets in which the Company operates.
c) Counterparty risks: Trading business involves counterparty risks specially in high volatile time. Your company is having effective strategy and system to safeguard it against wide range of risks. The Management conceives various elements and analysis the Risk involved and takes effective steps to reduce the risk against the business of the Company. Further, it also takes necessary steps to safeguard against irreparable loss to the Company against the unforeseen risk and adequate by covers assets of the Company during the course of business. The Management system is reviewed periodically and suitable changes are made depending upon the risk prevailing in the market.
14. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
15. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link: http://hexatradex.com/wp-content/ uploads/2016/08/CSR-Policy-Tradex.pdf. The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion.
The Company is committed to ensure that all development activities/initiatives undertaken in the field of education, health care, sanitation, community welfare, skill development, employment generation, infrastructure development, promotion of national heritage and culture etc. are accessible to most marginalized segment of societies such as children, women, elderly and those with disabilities.
The Company would also undertake other initiatives in compliance with Schedule VII to the Act.
The Annual Report on CSR Activities is annexed herewith as Annexure 1.
16. AUDITORS & THEIR REPORT
A. STATUTORY AUDITORS
M/s N. C. Aggarwal & Co., Chartered Accountants (Registration no. 003273N), Auditors of the Company retire at the ensuing annual general meeting, and, being eligible, offer themselves for re-appointment. The Company has received confirmation from M/s N.C. Aggarwal & Co., regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. As required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Auditors'' remarks in their report read with the notes to accounts referred to by them are self- explanatory.
B. SECRETARIAL AUDITOR
The Board has appointed Shri Awanish Kumar Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith marked as Annexure - 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
17. DISCLOSURE AUDIT COMMITTEE
The Audit Committee comprises of Directors namely, Dr. Raj Kamal Agarwal (Chairman), Shri Girish Sharma and Ms. Veni Anand, as other members. Ms. Sminu Jindal, had resigned from the directorship of the Company w.e.f. 12.08.2016 and accordingly, ceased to be member.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Managing Director or to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http:// hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHANISM.pdf
MEETINGS OF THE BOARD
Four (4) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Notes to the standalone financial statement).
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure - 3 to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The employee''s relations remained cordial throughout the period. There is no employees whose particulars are required to be furnish under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure-4.
18. PUBLIC DEPOSITS
The Company has not invited any public deposits during the year ended on 31st March, 2016.
19. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the Financial Year there is no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
20. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.
21. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.
For and on behalf of the Board
Place: New Delhi Raj Kamal Agarwal
Date: 12th August, 2016 Chairman
Mar 31, 2015
The Members,
The Directors are pleased to present the 4th Annual Report and Audited
Statement of Accounts of the Company for the year ended 31st March,
2015.
1. FINANCIAL RESULTS (Rs. in Lacs)
Particulars Current Year Previous Year
Ended 31st March, Ended 31st March
2015 2014
Gross Sales & Income from Operations 3,562.47 3,609.98
Profit/(Loss) before Financial Cost
and Depreciation 1,465.55 104.18
Less:
- Finance Cost 0.12 51.89
- Depreciation & Amortisation 0.26 0.11
Profit/(Loss) before tax 1,465.17 52.18
Provision for Income Tax and Wealth Tax 501.03 20.98
Net Profit/(Loss) after tax 964.14 31.20
Add: Balance brought forward from
previous Year (138.93) (170.13)
Total amount available for appropriation 825.21 (138.93)
Less : Appropriations :
(a) Transfer to General Reserve - -
(b) Proposed dividend on Equity Shares - -
(C) Corporate Tax on dividends - -
Balance carried to Balance Sheet 825.21 (138.93)
2. REVIEW OF OPERATIONS
During the year, Company achieved Gross Sales & Income from operations
of Rs. 3,562.47 lacs against the Turnover of Rs. 3,609.98 lacs achieved
during the previous year. Since the Company has yet to achieve its
optimum scale of operations, its net profit is Rs. 964.14 lacs during the
year against net profit of Rs. 31.20 lacs in previous year. It is hope
that Company would achieve greater heights in coming years.
3. DIVIDEND
No dividend has been recommended.
4. TRANSFER TO RESERVES
During the year no amount has been transfered in the reserve of the
Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Clause 49 of
the Listing Agreement with Stock Exchanges forming part of this report,
has been given under separate section in the Annual Report.
6. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS) - 21 on Consolidated Financial Statements read with AS -
23 on Accounting for Investments in Associates and AS - 27 on Financial
Reporting of Interests in Joint Ventures, the audited consolidated
financial statement is provided in the Annual Report.
7 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Company has one
subsidiary namely Hexa Securities and Finance Company Limited (HSFCL).
HSFCL is Non Banking Financial Company registered with RBI. A report on
the performance and financial position of the HSFCL as per the
Companies Act, 2013 is provided as Form AOC-1 to the consolidated
financial statement and hence not repeated here for the sake of
brevity.
No Company has became/ceased to be the subsidiairy, associate and Joint
Venture during the financial year 2014-15.
The policy for determining material subsidiaries as approved may be
accessed on the Company's website at the link:
http://hexatradex.com/wp-content/uploads/2 01
5/08/POLICY-FOR-DETERMINING-MATERIAL -SUBSIDIARIES.pdf
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby
confirmed by the Board of Directors:
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2015, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
b. that they had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year ended on that period.
c. that they had 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. that they had prepared the accounts for the financial year ended
31st March, 2015 on a 'going concern' basis.
e. that they had laid down internal financial controls to be followed
by the Company and that such internalfinancialcontrols are adequate and
are operating effectively; and
f. That they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
9. DIRECTORS AND KEY MANAGEIAL PERSONNEL
Ms. Sminu Jindal, Managing Director (DIN: 00005317), retire by rotation
and, being eligible, offer herself for re-appointment.
As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5)
of Companies (Accounts) Rules 2014, detail of directors or Key
Managerial Personnel who were appointed and resigned during the year
are given below:
Shri Kuldip Bhargava (DIN: 00011103) and Dr. Raj Kamal Agarwal (DIN:
00005349), Independent Directors of the Company, were appointed as
Independent Director under section 149 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement for a period upto 5 years.
Shri Kuldip Bhargava (DIN:00011103) had resigned from the office of
Director w.e.f. 15th July, 2015, due to his pre-occupation. The Board
places on record its appreciation for the services rendered by Shri
Kuldip Bhargava during his association with the Company.
In order to broad base the Board of Directors on 14th August, 2015
appointed Shri Girish Sharma (DIN: 05112440) (Independent Director) as
additional Director. As per the provisions of section 161 of the
Companies Act, 2013, he holds office up to the ensuing annual general
meeting.
Shri Neeraj Kanagat was designated as Chief Financial Officer of the
Company w.e.f. 01st April, 2014.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under section 149(6) of Companies Act, 2013
and Clause 49 of the Listing Agreement with the Stock Exchanges.
10. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other Directors which
includes criteria for performance evaluation of non-executive directors
and executive directors under section 178(1) of the Companies Act,
2013. This may be accessed at the link
http://hexatradex.com/wp-content/uploads/2015/
08/Performance-Evaluation.pdf.
On the basis of the Policy for performance evaluation of Independent
Directors, Board, Committees and other Directors, a process of
evaluation was followed by the Board for its own performance and that
of its Committees and individual Directors. The details of same have
been given in the report on corporate governance annexed hereto.
The details of programme for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters have been uploaded on the website of
the Company at the link http://hexatradex.com/wp-content/uploads/201
5/08/Familiarization-Programme-of-Independen t-Directors.pdf.
11. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirement set out
by Stock Exchanges. The report on Corporate Governance as stipulated
under the Listing Agreement forms an integral part of this Report. The
requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance is attached to
the report on Corporate Governance.
12. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had entered into material contract / arrangement / transaction
with subsidiary of the Company.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://hexatradex.com/wp-content/uploads/201
5/08/POLICY-ON-RELATED-PARTY-TRANSACTIO NS.pdf
Your Directors draw attention of the members to Note 25 to the
financial statement which sets out related party disclosures.
13. RISK MANAGEMENT
Your Company has identified following major risks to its business:
a) Competitive scenario: The business that the Company engaged in is
highly competitive. The Company faces competition from new entrants
and from customers who are becoming more involved in sourcing to
satisfy their own supply requirements.
b) Global Risks: The Company proposes to conduct wholesale trading
operations which are international in nature. These international
operations would involve additional risks, including the possibility of
restrictive actions by foreign governments, changes in foreign laws;
limitations on repatriation of earnings; changes in currency exchange
rates, and political and economic instability, war and civil
disturbances or other risks that may limit or disrupt markets in which
the Company operates.
c) Counterparty risks: Trading business
involves counterparty risks specially in high volatile time. Your
company is having effective strategy and system to safeguard it against
wide range of risks. The Management conceives various elements and
analysis the risk involved and take effective steps to reduce the risk
against the business of the Company. Further, it also takes necessary
steps to safeguard against irreparable loss to the Company against the
unforeseen risk and adequate by covers assets of the Company during the
course of business. The Management system is reviewed periodically and
suitable changes are made depending upon the risk prevailing in the
market.
14. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
15. AUDITORS & THEIR REPORT
A. STATUTORY AUDITORS
M/s N. C. Aggarwal & Co., Chartered Accountants (Registration no.
003273N), Auditors of the Company retire at the ensuing annual general
meeting, and, being eligible, offer themselves for re-appointment. The
Company has received confirmation from M/s N.C. Aggarwal & Co.,
regarding their consent and eligibility under Sections 139 and 141 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
for appointment as the Auditors of the Company. As required under
Clause 41 of the Listing Agreement, the Auditors have also confirmed
that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.
Auditors' remarks in their report read with the notes to accounts
referred to by them are self-explanatory.
B. SECRETARIAL AUDITOR
The Board has appointed Shri Awanish Kumar Dwivedi of M/s Awanish
Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit
of the Company for the financial year 2014-15. The Secretarial Audit
Report for the financial year ended 31st March, 2015 is annexed
herewith marked as Annexure - 1 to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse
remark.
16. DISCLOSURE
AUDIT COMMITTEE
The Audit Committee comprises of Independent Directors namely, Shri
Kuldip Bhargava (Chairman), Dr. Raj Kamal Agarwal, Independent Director
and Ms. Sminu Jindal, Managing Director as other members. Shri Kuldip
Bhargava (Chairman) of the committee had resigned from the directorship
of the Company w.e.f. 15th July, 2015 and accordingly, ceased to be
Chairman of the Audit Committee.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement. Protected disclosures
can be made by a whistle blower through an e-mail, or a letter to the
Compliance Officer or Managing Director or to the Chairman of the Audit
Committee.
The Policy on vigil mechanism and whistle blower may be accessed on the
Company's website at the link: :
http://hexatradex.com/wp-content/uploads/2
015/08/POLICY-VIGIL-MECHANISM.pdf
MEETINGS OF THE BOARD
Four (4) meetings of the Board of Directors were held during the year.
For further details, please refer report on Corporate Governance of
this Annual Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided in the standalone financial statement (Please refer to Note
no. 8,10,13 & 30 to the standalone financial statement).
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity, the
particulars relating to conservation of energy and technology
absorption, as mentioned in the Companies (Accounts) Rules, 2014, are
not applicable to it. However, emphasis is placed on employing
techniques that result in the conservation of energy. Details on the
foreign exchange earnings and expenditure of your Company appear in the
Notes to Accounts.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
- 2 to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The employee's relations remained cordial throughout the period. There
is no employees whose particulars are required to be furnish under
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report as Annexure-3.
17. PUBLIC DEPOSITS
The Company has not invited any public deposits during the year ended
on 31st March, 2015.
18. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
During the Financial Year there is no significant material orders
passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
19. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has formed a Committee for implementation of
said policy. No complaint of harassment was received during the year.
20. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central / State Governments, Financial Institutions &
Bankers, Customers and Vendors for their continued assistance and
co-operation. The Directors also wish to place on record their deep
sense of appreciation for the committed services of the employees at
all levels. They are also grateful for the confidence and faith that
you have reposed in the Company as its member.
For and on behalf of the Board
Place: New Delhi Prithvi Raj Jindal
Date: 14th August, 2015 Chairman
Mar 31, 2014
The Members,
The Directors are pleased to present the 3rd Annual Report and Audited
Statement of Accounts of the Company for the year ended 31st March,
2014.
1. FINANCIAL RESULTS
Particulars Current Year Previous Year
Ended 31st March, 2014 Ended 31st March, 2013
(Rs. in Lacs) (Rs. in Lacs)
Gross Sales &
Income from
Operations 3609.98 10047.47
Profit/Loss before
Interest and
Depreciation 104.18 14.29
Less:
- Interest 51.89 104.76
- Depreciation 00.11 0.08
Profit/Loss before tax 52.18 (90.55)
Less: Tax Expenses 20.98 (21.26)
Profit/Loss after tax 31.20 (69.29)
Add: Balance brought
forward from previous
Year (170.13) (100.84)
Total amount available
for appropriation (138.93) (170.13)
Balance Carried to
Balance Sheet (138.93) (170.13)
2. REVIEW OF BUSINESS & OPERATIONS
During the year, Company achieved Gross Turnover of Rs. 3,609.98 lacs
against the Turnover of Rs. 10,047.47 lacs achieved during the previous
year. Since the Company has yet to achieve its optimum scale of
operations, it net profit of Rs. 31.20 lacs during the year. It is hope
that Company would achieve greater heights in coming years.
SUBSIDIARY COMPANY
Company has one subsidiary namely Hexa Securities and Finance Company
Limited (HSFCL). HSFCL is Non Banking Financial Company registered with
the RBI.
3. DIVIDEND
No dividend has been recommended.
4. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
A separate report on Management Discussion and Analysis is enclosed as
a part of the Annual Report.
Another report provides information / status on the Corporate
Governance.
5. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed by the Board of Directors: -
a. that in the preparation of the annual accounts for the year ended
31st March, 2014, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b. that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the Company for the year under review ;
c. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. that the Directors had prepared the accounts for the financial year
ended 31st March, 2014 on a ''going concern'' basis.
6. DIRECTORS
Shri Prithvi Raj Jindal retires by rotation and, being eligible, offers
himself for re-appointment.
Dr. Raj Kamal Agarwal and Sh. Kuldip Bhargava, Independent Directors of
the Company, are appointed as Independent Directors U/s 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement for a period
upto 5 years.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
The Company has recieved the notices under section 160 of the Companies
Act, 2013 along with deposit of requsite amount from the shareholders
proposing the candidature of above Directors for the office of the
Directors of the Comapny.
7. AUDITORS & THEIR REPORT
M/s N. C. Aggarwal & Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting, and, being
eligible, offer themselves for re-appointment.
Auditors'' remarks in their report read with the notes to accounts
referred to by them are self-explanatory.
8. PUBLIC DEPOSITS
The Company has not invited any public deposits during the year ended
on 31st March, 2014.
9. PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.
Information in accordance with the provision of Section 217(1)(e) of
Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in the
statement annexed hereto.
10. SUBSIDIARY COMPANY
The prescribed particulars relating to subsidiary is being provided in
this Annual Report. However, pursuant to circular No. 2/2011 dated 8th
February, 2011 issued by the Ministry of Corporate Affairs, the Balance
Sheet and Profit & Loss Accounts of the subsidiary are not attached
herewith. Any member may write to the Company Secretary at Jindal
Centre, 12, Bhikaiji Cama Place, New Delhi  110 066 to obtain the copy
of the Annual Report of any of the subsidiary company.
11. PERSONNEL
The employees relations remained cordial throughout the period. There
is no employees whose particulars are required to be furnished under
section 217(2A) of the Companies Act, 1956.
12. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central / State Governments, Banker and Customers for
their continued assistance and co-operation. The Directors also wish to
place on record their deep sense of appreciation for the committed
services of the employees at all levels. We are also grateful for the
confidence and faith that you have reposed in the Company as its
member.
For and on behalf of the Board
Place: New Delhi Prithvi Raj Jindal
Date: 17th May, 2014 Chairman
Mar 31, 2012
The Directors are pleased to present the 1st Annual Report and Audited
Statement of Accounts of the Company for the period ended 31st March,
2012.
1. FINANCIAL RESULTS
Particulars Current Period
Ended
31st March,
2012
18 Months
(Rs in Lacs)
Gross Sales & Income from 262.59
Operations
Profit/Loss before Interest and (95.55)
Depreciation
Less:
- Interest 45.89
- Depreciation 0.06
Profit/Loss before tax (141.50)
Provision for Income Tax and Wealth 40.66
Tax
Net Profit/Loss after tax (100.84)
Debenture Redemption Reserve -
written back
Previous Year Adjustments -
Foreign Exchange Translation -
Difference
Surplus brought forward on -
amalgamation
Add: Balance brought forward from -
previous Year
Total amount available for
appropriation
Less: Appropriations:
a) Transfer to General Reserve -
b) Interim Dividend on Preference -
shares paid
c) Corporate Tax on above -
d) Proposed Dividend on -
Preference Shares
e) Proposed dividend on Equity -
Shares
f) Corporate Tax on Dividends -
g) Capital Redemption Reserve -
Balance carried to Balance Sheet (100.84)
2. REVIEW OF BUSINESS & OPERATIONS
The Company was incorporated on 25th October, 2010 with the object of
vesting of Investment Undertaking of Jindal Saw Limited (JSL) pursuant
to the Scheme of Arrangement and Demerger (Scheme). Subsequently, the
Company became wholly-owned subsidiary of JSL. The Scheme was
sectioned by the Hon'ble High Court of Judicature at Allahabad. The
Scheme has become effective from November 5, 2011 on filing the same
with the Registrar of Companies, UP.
As per the said Scheme, with effect from the Appointed Date, i.e., 1st
January, 2011, the Investment Undertaking of JSL stands transferred to
and vested in the Company on a going concern basis pursuant to the
provisions contained in Sections 391 to 394 and other applicable
provisions of the Companies Act 1956.
As per the Scheme, the following assets and liabilities of the
Investment Undertaking of JSL as appearing on 1st January, 2011, i.e.,
the appointed date have been transferred to the Company:
a) Liabilities Rs in lacs
Current Liabilities 0.82
Provisions 1.43
Total 2.25
b) Assets
Investments 2,558.91
Advances Recoverable 1.37
Loan to Subsidiary 19,272.91
Total 21,833.19
As a consideration of transfer of Investment Undertaking, the Company
has issued and alloted to the equity shareholders of JSL 1 (one) equity
share of face value of Rs. 21- (credited as fully paid-up) for every 5
(five) fully paid-up equity shares of Rs. 2/- each held by them in JSL.
as on the record date, i.e., November 23, 2011. The equity shares so
are listed on NSE and BSE w.e.f. April 20, 2012.
The Company has started its business activities during the period and
full scale of activities is expected to be unfolded gradually in times
to come.
This is 1st year of operation of the Company. The Company has not
optimized its operation. Total income during the period is 262.59 lacs
and net loss is 100.84 lacs.
SUBSIDIARY COMPANY
Company has one wholly owned subsidiary namely Hexa Securities and
Finance Company Limited (HSFCL). HSFCL is Non Banking Financial Company
registered with the RBI.
3. DIVIDEND
In view of the loss, no dividend has been recommended.
4. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
A separate report on Management Discussion and Analysis is enclosed as
a part of the Annual Report.
Another report provides information / status on the Corporate
Governance.
5. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed by the Board of Directors: -
a. that in the preparation of the annual accounts for the period ended
31st March, 2012, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b. that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 period and of the profit or
loss of the Company for the period under review;
c. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. that the Directors had prepared the accounts for the financial
period ended 31st March, 2012 on a "going concern" basis.
6. DIRECTORS
The Board of Directors has appointed Shri Prithvi Raj Jindal, Shri
Kutdip Bhargava and Dr. Raj Kamal Agarwal as additional directors in
their meeting held on 1st October, 2011. As per the provisions of
section 260 of the Companies Act, 1956 they hold office up to the
conclusion of ensuring annual general meeting. The Company has
received notices under section 257 of the Companies Act, 1956 from
shareholders proposing their candidature to the office of Directors of
the Company.
The Board of Directors has appointed Ms. Sminu Jindal as Managing
Director for a period of 5 years w.e.f. 1st October, 2011.
Shri Ranjit Malik, Shri Deepak Goel and Shri Purushottam Dutt Sharma,
Directors, resigned w.e.f. 1st October, 2011. The Board places on
record its appreciation for the guidance and support given by them to
the Company during their association as Directors of the Company.
7. AUDITORS & THEIR REPORT
M/s N. C. Aggarwal & Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting, and, being
eligible, offer themselves for re-appointment.
Auditors' remarks in their report read with the notes to accounts
referred to by them are self-explanatory.
8. PUBLIC DEPOSITS
The Company has not invited any public deposits during the period ended
on 31st March, 2012.
9. PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.
Information in accordance with the provision of Section 217(1 )(e) of
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 regarding conservation
of energy, technology absorption and foreign exchange earnings and
outgo are given in the statement annexed hereto.
10.SUBSIDIARY COMPANY
The prescribed particulars relating to subsidiary is being provided in
this Annual Report. However, pursuant to circular No. 2/2011 dated 8th
February, 2011 issued by the Ministry of Corporate Affairs, the Balance
Sheet and Profit & Loss Account of the subsidiary is not attached
herewith. Any member may write to the Company Secretary at Jindal
Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066 for a copy of the
Annual Report of the subsidiary company.
11.PERSONNEL
The employee relations remained cordial throughout the period. There is
no employee whose particulars are required to be furnished under
section 217(2A) of the Company's Act, 1956.
12. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central / State Governments, Banker & Customers for
their assistance and co-operation. The Directors also wish to place on
record their deep sense of appreciation for the committed services of
the employees at all levels. We are also grateful for the confidence
and faith that you have reposed in the Company as its member.
For and on behalf of the Board
Prithvi Raj Jindal
Chairman
Place: New Delhi
Date: 30th May, 2012