To,
The Members,
Your Directors present the Thirtieth Annual Report and Audited Accounts
of the Company for the financial year ended March 31, 2023.
FINANCIAL RESULTS:
Amount (Rs. in ‘000)
| Sr. No. |
Particulars |
Year ended on |
Year ended on |
|
|
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
|
|
STANDALONE |
CONSOLIDATED |
| (1) |
Total Income |
1,59,514.65 |
1,24,562.29 |
1,59,524.24 |
1,24,612.58 |
|
Profit/(Loss) |
(9,304.43) |
(9,708.16) |
(9,308.28) |
(11,134.61) |
| (2) |
before Exceptional Items and Tax |
|
|
|
|
|
Profit/(Loss) before |
76,276.88 |
(9,708.16) |
76,273.03 |
(11,134.61) |
| (3) |
Taxation |
|
|
|
|
| (4) |
Profit/(Loss) beforeTax for the year |
76,276.88 |
(9,708.16) |
76,273.03 |
(11,134.61) |
|
Less : Provision for Taxation : |
|
|
|
|
|
(a) Income Tax |
Nil |
7.18 |
Nil |
7.18 |
|
Add (b) Deferred |
Nil |
Nil |
Nil |
Nil |
|
Tax |
|
|
|
|
|
Sub-total |
Nil |
7.18 |
Nil |
7.18 |
|
|
76,276.88 |
(9,715.35) |
|
(11,141.79) |
| (5) |
Profit/(loss) for the period after |
|
|
76,273.03 |
|
|
Tax for the year |
|
|
|
|
|
Other Comprehensive Income |
(31.83) |
(338.22) |
(31.83) |
(338.22) |
| (6) |
Total Comprehensive Income |
76,245.05 |
(10,053.57) |
76,241.20 |
(11,480.01) |
| (7) |
Earnings per Share(EPS) of Rs. 10/- each |
24.36 |
(3.10) |
24.36 |
(3.56) |
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. 1,59,514.65 (in thousands) compared
to Rs. 1,24,562.29 (in thousands) of the previous year. The company incurred profit of Rs.
76,276.88 (in thousands) and profit after tax of Rs. 76,276.88 (in thousands) compared to
loss of Rs. (9,708.16) (in thousands) and loss after tax of Rs. (9,715.35) (in thousands)
of the previous year. The EPS on financial statements for the year ended March 31, 2023
was Rs. 24.36 compared to (3.10) of the previous year 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. 50000000 divided
into 5000000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs.
31313000 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):
Pursuant to the provisions of section 124 of the Companies Act, 2013
and rules made thereunder, during the year, equity shares whose dividend had remained
unclaimed / unpaid for a consecutive period of seven years were transferred to IEPF. As no
dividend is declared, this clause is not applicable.
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
The company acquired the remaining 20% shares of M/s Jayantilal
Bhogilal Chemicals Private Limited for Rs. 80,00,003 (Rupees Eighty lakhs and three rupees
only), in the board meeting held on 23rd May, 2022.
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 AND
SECURITIES PROVIDED UNDER SECTION 186:
The company has not breached the criteria 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. 2022-23 on the paid up equity share capital.
11. 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, 2023, 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,
2023 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.
12. DIRECTORS AND BOARD EVAULATION:
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Shri Shailesh J. Shah (DIN: 00777653) shall retire
at the forthcoming Annual General Meeting of the Company and being eligible, offers
himself for re-appointment.
Mr. Dimpal Sheth was appointed as additional director in the board
meeting held on 17th of April, 2023.
Ms. Avni Chouhan was appointed as Additional Independent Director in
board meeting held on 24th of June, 2023.
Ms. Prachi Nahar presented her resignation as Company secretary and
Compliance officer of the Company on 31st of March, 2023 and the Board took note of the
same in the Board meeting held on 17th of April, 2023.
Ms. Anjali Maheshwari was appointed as Company Secretary and Compliance
officer in the board meeting held on 17th of April, 2023.
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 very well in a cohesive and interactive manner.
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 Section 149 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.
KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2023 are: Shri Shailesh Jayantilal
Shah as Chairman
& Managing Director, Mr. Rumit Bharatbhai Shah as CFO of the
company and Ms. Anjali Maheshwari as Company Secretary.
13. 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
Remuneration Committee. The salient features of the said policy covering the policy on
appointment and remuneration and other matters have been explained in the Corporate
Governance Report.
14. MEETINGS OF THE BOARD AND COMMITTEES:
During the Financial year 2022-23, 8 (Eight) 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 all the Board meetings and meetings of all the Committees of
the Board is annexed herewith as Annexure A to this Report.
15. 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 also SS-2 Secretarial Standard on General Meetings during
the year.
16. 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 of the 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 Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure B to
this Report.
17. 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.
18. 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 till the 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 2022-23 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 2022-23. A
Secretarial Audit Report for FY 2022-23 in Form MR -3 is annexed herewith this report
herewith as Annexure D to this Report.
The said report does not contain any qualification, reservation or
adverse remark.
? Cost Auditor:
The company is registered under MSME Act, 2006. As per the
Company's ( Cost Records and 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 2022-23.
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.
19. 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 the said 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.
20. EXTRACT OF ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at https://www.hipolin.com/annual return/annual return
-2022-23. Pdf
21. CORPORATE GOVERNANCE REPORT:
As the paid up capital and networth of the listed entity does not
exceed 10 crores and 25 crores respectively as on 31st March, 2023, the Regulation 27(2)
will not be applicable to the listed entity as per Regulation 15 of Chapter IV of SEBI
(LODR) Regulations, 2015, hence the same is not attached.
22. 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.
23. CORPORATE SOCIAL RESPONSIBILITY REPORT:
The company's net profit, turnover and net worth are outside the
criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend
any amount under CSR Activity.
24. 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.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
As required under Companies Act, 2013 and SEBI (LODR) Regulations, the
Company has put in place Vigil Mechanism/ Whistle Blower Policy for Directors and
Employees so that the Directors can report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct Policy. All cases
registered under Whistle Blower Policy of the 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).
26. 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 and magnitude 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.
27. 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.
28. 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.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
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
30. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
| Sl. No . |
Name and Address of the Company |
CIN/GLN |
Holding/ Subsidiary
/Associate |
% of Shares held as on
31.03.2023 |
Applicable Section |
| 1. |
Jayantilal Bhogilal Chemicals Private Limited |
U24110GJ1 998PTC035 113 |
Subsidiary |
100% |
186 |
|
Address: 8, AshokNagar |
|
|
|
|
|
Soc, Nr. Bhatha, Vasna |
|
|
|
|
|
Road Ahmedabad |
|
|
|
|
|
Ahmedabad GJ 380007 |
|
|
|
|
31. 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/- |
|
SHAILESH J.SHAH |
|
MANAGING DIRECTOR |
|
DIN: 00777653 |
|
Sd/- |
|
DAXESH B.SHAH |
| DATE: 24/06/2023 |
DIRECTOR |
| PLACE: AHMEDABAD |
DIN: 00325284 |
