To,
The Members,
Your Directors present the Thirty-Second Annual Report and Audited
Accounts of the Company for the financial year ended March 31, 2025.
FINANCIAL RESULTS:
| Particulars |
Year ended on |
Year ended on |
|
31-03-2025 |
31-03-2024 |
31-03-2025 |
31-03-2024 |
|
STANDALONE |
CONSOLIDATED |
| (1) Total Income |
2193.37 |
2021.46 |
2193.43 |
2021.51 |
| (2) Profit/(Loss) before |
|
|
|
|
| Exceptional Items and Tax |
(327.70) |
(88.56) |
(327.75) |
(88.61) |
| (3) Profit/(Loss) before Taxation |
(327.70) |
(88.56) |
(327.75) |
(88.61) |
| (4) Profit/(Loss) before Tax for the year |
(327.70) |
(88.56) |
|
(88.61) |
| Less : Provision for Taxation : |
|
|
|
|
| (a) Income Tax |
- |
- |
- |
- |
| Add (b) Deferred Tax |
- |
- |
- |
- |
| Sub-total |
- |
- |
- |
- |
| (5) Profit/(loss) for the period after Tax for the year |
(327.70) |
(88.56) |
(327.75) |
(88.61) |
| Other Comprehensive |
|
|
|
|
| Income |
- |
(0.27) |
- |
(0.27) |
| (6) Total Comprehensive |
|
|
|
|
| Income |
(327.70) |
(88.84) |
(327.75) |
(88.89) |
| (7) Earnings per Share (EPS) of Rs. 10/- each |
(10.47) |
(2.83) |
(10.47) |
(2.83) |
1. OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS (A) Sales
and Profit:
During the year under review, the standalone revenue from operations
and other income of the Company were increased to Rs. 2193.37 (in lacs) compared to Rs.
2021.51 (in thousands) of the previous year. The Company having a loss of Rs. (327.75) (In
lacs), The EPS on financial statements for the year ended March 31, 2025 was (10.47)on
basic/diluted basis.
(B) Raw Material:
Required quantities of the Raw materials were available within India.
(C) Export:
Company has not made any exports during the year. (No exports were made
during the previous year).
2. DIVIDEND:
The Board of Directors of your company, after considering holistically
the relevant circumstances and keeping in view the company's dividend distribution
policy, has decided that it would be prudent, not to recommend any Dividend during the
year under review.
3. RESERVES:
The Board of Directors of your company has decided not to transfer any
amount to the Reserves for the year under review.
4. CAPITAL STRUCTURE:
The Authorised Share Capital of the company is Rs. 500(In Lacs) divided
into 5000000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs.
313.13(In lacs) divided into 3131300 equity shares of Rs. 10 each. During the year, there
was no change in the Capital structure i.e. Authorised, Issued and Paid Up Equity Share
Capital of the Company. The Company is having only one class of shares.
5. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read
with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review.
Hence, the requirement for furnishing the details of deposits which are in compliance with
Chapter V of the Act is not applicable.
6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND
TILL THE DATE OF THE REPORT:
No transaction occurred since the end of the financial year and till
the date of the report which impact the financial position in the company.
8. TECHNICAL ACHIEVEMENT:
The Company keeps on exploring the possibility of technical improvement
and process optimization for better yields / product mix / energy efficiency.
9. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS
MADE ANDSECURITIES PROVIDED UNDER SECTION 186:
The details of Loans, Guarantees or Investments made, if any by the
Company pursuant to section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements. The company has not breached the provisions mentioned in Section 186
of Companies Act, 2013.
10. LISTING:
The Company's Securities are listed on BSE Limited at Mumbai. The
Company has paid the listing fees for F.Y. 2024-25 on the paid up equity share capital.
11. CHANGE IN THE NATURE OF BUSINESS:
During the year ended March 31, 2025, there is no change in the nature
of Business.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, the Directors hereby confirm:
a) that in the preparation of the financial statements for the year
ended March 31, 2024, the applicable Indian Accounting Standards read with requirements
set out under Schedule III of the Companies Act have been followed and there are no
material departures from the same;
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the (Profit) of the Company for that period;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the Directors have prepared the annual accounts on a `Going
Concern' basis;
e) that the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
f) that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
13. DIRECTORS AND BOARD EVAULATION:
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Daxesh Bhupendrabhai Shah (DIN: 00325284)
shall retire at the forthcoming Annual General Meeting of the Company and being eligible,
offers himself for re- appointment.
There is no other change in the composition of the Board of Directors
and Key Managerial Personnel of the Company during the year under review, except as stated
above.
Based on the criteria for evaluation of Independent Directors and the
Board as recommended by the Nomination and Remuneration Committee and as adopted by the
Board, Board carried out evaluation of its own performance, the individual Directors and
the Committees.
The Independent Directors also carried out evaluation of Chairman and
non-Independent Directors in the separate meeting. It was derived that overall the Board
was functioning verywell in a cohesive and interactive manner.
14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent
Directors of the Company, inter alia, confirming that they meet the criteria of
Independence as prescribed under Section149 of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (LODR) Regulations, 2015. There has been no change in the circumstances
affecting their status as independent directors of the Company. During the year under
review, the Independent Directors (non-executive) of the Company had no pecuniary
relationships or transactions with the Company, other than sitting fees and reimbursement
of expenses incurred by them for the purpose of attending meetings of the Board/Committee
of the Company.
The Board of Director declares that the Independent Directors in the
opinion of the Board are:
a) Persons of integrity and they possess relevant expertise and
experience;
b) Not a promoter of the Company or its holding, subsidiary or
associate company;
c) Have/had no pecuniary relationship with the company, its holding,
subsidiary or associate company or promoter or directors of the said companies during the
two immediately preceding financial year or during the current financial year;
d) None of their relatives have or had pecuniary relationship or
transactions with the company, its holding, subsidiary or associate company or promoter or
directors of the said companies amounting to two percent or more of its gross turnover or
total incomeor fifty lakh rupees whichever is lower during the two immediately preceding
financial years or during the current financial year.
e) Who, neither himself nor any of his relatives
f) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or associate company in any
of the three financial years immediately preceding the financial year in which he is
proposed to beappointed;
g) is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed, of
h) a firm of auditors or company secretaries in practice or cost
auditors of the company orits holding, subsidiary or associate company; or
i) Any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to ten percent. or
more of the gross turnover of such firm; Holds together with his relatives two percent or
more of the total voting power of thecompany; or is a Chief Executive or director, by
whatever name called, of any non-profit organization that receives twenty-five percent or
more of its receipts from the Company, any of its promoters, directors or its holding,
subsidiary or associate company or that holds two per cent or more of the total voting
power of the company; or possess such other qualifications as prescribed in Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
15. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Listing Regulations, the Company
has put in place a Familiarisation Programme for Independent Directors to familiarise them
with the working of the Company, their roles, rights and responsibilities vis-?-vis the
Company, the industry in which the Company operates, business model etc., alongwith
updating on various amendments in the Listing Regulations and the Companies Act, 2013. The
policy on Familiarisation Programme is uploaded on the website of the Company at
www.hipolin.com 16. KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2025 are: Shri Prafulla Gattani as
Chairman & managing Director,and Ms. Anjali Maheshwari as Company Secretary.
17. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR ETC.:
Pursuant to the provisions of Section 178 and other applicable
provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and
Regulation 19 of SEBI (LODR) Regulations, 2015 the Board of Directors had approved and
adopted the Remuneration and Nomination Policy as recommended by the Nomination and
RemunerationCommittee. The salient features of the said policy covering the policy on
appointment andremuneration and other matters have been explained in the Corporate
Governance Report.
18. MEETINGS OF THE BOARD AND COMMITTEES:
During the Financial year 2024-25, 6 (Six) meetings of the Board of
Directors took place. The intervening gap between the meetings was within the period
prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Details of allthe Board meetings and meetings of all the Committees of
the Board is annexed herewith asAnnexure A to this Report.
19. CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with the provisions of revised'
SS-1 Secretarial Standards on meetings of the Board of Directors which has come into
effect from October 01, 2017 and alsoSS-2 Secretarial Standard on General Meetings during
the year.
20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
There was no employee drawing an annual salary of Rs. 102.00 lakhs or
more where employed for full year or monthly salary of Rs. 8.50 Lakhs or more where
employed for part ofthe year and therefore, information pursuant to the provisions of Rule
5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is NIL.
Disclosure with respect to remuneration of the Directors and employees
as required under Section 197 of the Act, and the Rule 5(1) of the Companies (Appointment
and Remunerationof Managerial Personnel) Rules, 2014 is annexed herewith as Annexure B to
this Report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As stipulated in Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, annexed herewith this report herewith as Annexure
C to this Report.
22. AUDITORS:
Statutory Auditors
The shareholders had at the Twenty Ninth AGM of the Company appointed
M/s. S D P M& Co., Chartered Accountants (Firm Registration Number: 126741W) as
Statutory Auditors of the Company to hold office from the conclusion of the Twenty Ninth
AGM tillthe conclusion of the Thirty Fourth AGM. They have under Section 139 of the Act
and the Rules framed thereunder furnished a certificate of their eligibility.
The Auditors' Report for FY 2024-25 as submitted by the Statutory
Auditors form a part of this Annual Report and neither contains any qualification,
reservation nor adverse remark.
Secretarial Auditors
Pursuant to Section 204 of The Companies Act, 2013 read with Rules
thereof, the Board of Directors had appointed M/s M K Samdani & Co., Company
Secretaries, Ahmedabad, as Secretarial Auditor of the Company for the FY 2024-25. A
Secretarial Audit Report for FY 2024-25 in Form MR -3 is annexed herewith this report
herewith as Annexure D to this Report.
The said report has following qualification:
| Qualification |
Explanation |
| a) After resignation of Shri Rumit B. Shah, the Company
failed to fill the vacancy in the office of the Chief Financial Officer within the
stipulated time as per Regulation 26A(2) of SEBI LODR and Section 203(4) of Companies Act,
2013. |
your Company is continuously looking for the suitable
candidate for the position of Chief Financial Officer (CFO), and soon we will appoint the
CFO and will ensure compliance with the SEBI(LODR) Regulation, 2015 |
| b) As per Section 149(11) of Companies Act, 2013 and
Regulation 25 of SEBI LODR, no independent director should hold office for more than two
consecutive terms of five years. However, the Company failed to appoint new independent
directors in place of Smt Nita B Shah and Shri Umeshchandra P Mehta who are holding the
office of Independent Director in the company since more than 10 years. |
To ensure full compliance with statutory requirements and
uphold the principles of good corporate governance, the company is actively seeking to
appoint a new Independent Director who meets the eligibility criteria as defined under
Section 149(6) of the Companies Act, 2013 |
Cost Auditor:
The company is registered under MSME Act, 2006. As per the
Company's ( Cost Recordsand Audit ) Rules 2014 as amended by Companies ( Cost Records
and Audit ) Amendment Rules 2014 issued by the Central Government, the company is not
required to maintain the cost records hence the provisions of (vi) is not applicable to
the company.
Internal Auditor:
The Board of Directors has appointed M/s Umangi Bhavsar, Chartered
Accountants (Firm Registration Number: 155999W) as an Internal Auditor of the Company for
the Financial Year 2024-25.
The Internal Auditor directly report to audit committee. The Company
has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives.
23. INTERNAL CONTROL AND ITS ADEQUACY:
The Company had commensurate with its size, single operational location
and resultant requirement, Internal Control System. The firm of practicing Chartered
Accountant has carried out the internal audit of the said system. Based on recommendation
/ report of thesaid Internal Auditor which is presented to the Audit Committee required
corrective actions were initiated / taken by the Company.
Internal Financial Controls
The Directors have laid down policies and procedures which are adopted
by the company for ensuring the orderly and efficient conduct of its business, including
adherence to company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information;
Details of Fraud Reporting By Auditor:
During the year, no fraud was reported by the statutory auditors under
section 143(12) of the Act.
24. EXTRACT OF ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at https://hipolin.com/annual-report/
25. CORPORATE GOVERNANCE REPORT:
As the paid up capital and Net worth of the listed entity does not
exceed 10 crores and 25crores respectively as on 31st March, 2025, the Regulation 27(2)
will not be applicable to thelisted entity as per Regulation 15 of Chapter IV of SEBI
(LODR) Regulations, 2015, hence the same is not attached.
26. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report, as required under Regulation 34(2)
(g) of SEBI (LODR)Regulations, 2015 is not applicable to the Company.
27. CORPORATE SOCIAL RESPONSIBILITY REPORT:
The company's net profit, turnover and net worth are not outside
the limits provided under Section 135 of the Companies Act, 2013, therefore, it is not
required to spend any amount under CSR Activity.
28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions with related parties
entered into by the Company during the financial year were in the ordinary course of
business and at an arm's length basis. During the year, the Company had entered into
various contract / arrangement / transaction with related parties which are mentioned in
Form AOC-2.
29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
As required under Companies Act, 2013 and SEBI (LODR) Regulations, the
Company has putin place Vigil Mechanism/ Whistle Blower Policy for Directors and Employees
so that the Directors can report concerns about unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct Policy. All cases registered
under Whistle Blower Policy ofthe Company, if any, are reported to and are subject to the
review of the Audit Committee. The Whistle Blower Policy has been posted on the website of
the Company (www.hipolin.com).
30. RISK MANAGEMENT POLICY:
The Company follows well-established and detailed risk assessment and
minimization procedures, which is periodically reviewed by the Board. The
Company has in place a business risk management framework for
identifying risks and opportunities that may have a bearing on the organization's
objectives, assessing them in terms of likelihood andmagnitude of impact and determining a
response strategy.
The Senior Management assists the Board in its oversight of the
Company's management of key risks, including strategic and operational risks, as well
as the guidelines, policies and processes for monitoring and mitigating such risks under
the aegis of the overall business risk management framework.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company firmly believes in providing a safe, supportive and
friendly environment- a workplace where our values come to life through the supporting
behaviors. Positive workplace environment and a great employee experience are integral
part of our culture. The Company believes in providing and ensuring a workplace free from
discrimination and harassment based on gender.
The Company educates its employees as to what may constitute sexual
harassment and in the event of any occurrence of an incident constituting sexual
harassment; the Company provides the mechanism to seek recourse and redressal to the
concerned individual subjected to sexual harassment.
During the year there was no complaint of sexual harassment lodged with
the Company.
32. FIXED DEPOSITS
We have not accepted any fixed deposits, including from the public,
and, as such, no amount of principal or interest was outstanding as of the Balance Sheet
date.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND
FOREIGNEXCHANGE EARNINGS AND OUT GO:
A. Conservation of Energy
The Company has not incurred significant amount on electricity, as most
of the products of the company are mixing of various ingredients. The percentage of
electricity expenses is very negligible to total expenses. However, the Company ensures
conservation at all possible levels.
B. Technology Absorption
The Company has established a quality control laboratory and research
and development laboratory. The Research & Development process does not require any
sophisticated instruments.
The Company has adopted indigenously available technology for its
production process. The Company has not adopted any foreign technology.
C. Foreign Exchange Earnings and outgo: NIL
34. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
| Particulars |
CIN/GLN |
Holding/ Subsidiar y/ Associate |
% of Sharesheld as on 31.03.2025 |
Applic able Sectio n |
| 1 Jayantilal Bhogilal Chemicals Private Limited Address: 8,
Ashok Nagar Soc, Nr. Bhatha, Vasna Road Ahmedabad GJ 380007 |
U24110GJ19 98 |
Subsidiary |
99.99% |
186 |
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year ended 31st March, 2025, no significant and material
order was passed by regulators or courts or tribunals impacting the going concern status
and company's operations in future.
36. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the financial period under review, no application is made or
pending under the
Insolvency and Bankruptcy Code, 2016 ("IBC 2016") against the
Company.
37. INSURANCE:
The Company takes a very pragmatic approach towards insurance. Adequate
cover has been taken for all movable and immovable assets for various types of risks.
38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
No such instance of One-time settlement or valuation was done while
taking or discharging loan from the Banks/Financial Institutions occurred during the year.
39. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has
followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013.
The significant accounting policies which are consistently applied are set out in the
Notes to the Financial Statements.
40. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961
The Company is in compliance of the provision of Maternity Benefit Act,
1961 to the extent applicable.
41. RISK MANAGEMENT POLICY
Pursuant to section 134(3) (n) of the Companies Act, 2013 and
provisions of SEBI (LODR) Regulations, 2015, the company has framed a risk management
policy for the Company including identification therein of elements of risk, if any, which
in opinion of the Board may threaten the existence of the company. At present the company
has not identified any element of risk which may threaten the existence of the Company
42. ACKNOWLEDGMENTS:
Your Board of Directors wishes to place on record its appreciation to
the contribution made by the employees of the company. The Directors also wish to thank
the Government authorities, financial institutions, banks and shareholders for their
cooperation and assistance extended to the company.
|
BY ORDER OF THE BOARD OF THE DIRECTORS |
|
Sd/- |
|
PRAFULLA GATTANI |
|
MANAGING DIRECTOR |
|
DIN: 00777653 |
|
Sd/- |
|
DAXESH B. SHAH |
| DATE: 6th September 2025 |
DIRECTOR |
| PLACE: AHMEDABAD |
DIN: 00325284 |