Haldyn Glass Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the 32nd Annual Report on business and
operations of Haldyn Glass Limited ["the Company"] along with the Audited
Financial Statements [Standalone and Consolidated] for the financial year ["FY"]
ended March 31,2023 and the report of the Auditors thereon.
1) FINANCIAL RESULTS:
The financial performance of the Company for the year ended March 31, 2023 on a
Standalone and Consolidated basis, is summarized below:
|
|
|
|
[Rs in Lakhs] |
| Particulars |
Standalone |
Consolidated |
|
For the year ended March 31, 2023 |
For the year ended March 31,2022 |
For the year ended March 31, 2023 |
For the year ended March 31,2022 |
| Total Income |
32,430.14 |
21,795.05 |
32,429.61 |
21,795.05 |
| Earnings before interest, depreciation and tax [EBIDT] |
3,429.29 |
2125.59 |
3,463.29 |
2,125.59 |
| Interest and Finance Charges |
121.28 |
55.42 |
121.28 |
55.42 |
| Depreciation |
754.01 |
719.66 |
754.30 |
719.66 |
| Profit before Tax |
2,554.00 |
1,350.51 |
2,587.71 |
1,350.51 |
| Share of Profit of Joint venture |
- |
- |
697.82 |
95.80 |
| Provision for Current Tax |
724.57 |
422.00 |
733.40 |
422.00 |
| Provision for Deferred Tax |
(24.74) |
(158.09) |
(24.11) |
(158.09) |
| Excess provision of earlier years |
(115.36] |
- |
(115.36] |
- |
| Profit after tax |
1,969.53 |
1,086.60 |
2,691.60 |
1,182.40 |
| Other comprehensive income/[loss] |
(24.12) |
67.38 |
(21.98) |
79.90 |
| Total comprehensive income for the period net of tax |
1,945.41 |
1,153.98 |
2,669.62 |
1,262.30 |
| Surplus brought forward from previous year |
15,402.37 |
14,638.28 |
13,604.16 |
12,744.27 |
| Profit available for appropriation |
17,371.90 |
15,724.88 |
16,295.76 |
13,926.67 |
| Dividend paid |
(322.51) |
(322.51) |
(322.51) |
(322.51) |
| Balance carried forward to Balance Sheet |
17,049.39 |
15,402.37 |
15,973.25 |
13,604.16 |
2) OPERATIONAL PERFORMANCE / STATE OF COMPANY'S AFFAIRS:
[a] Standalone Performance:
During the year under review, the total income of your Company stood at Rs 32,430.14
lakhs as against Rs 21,795.05 lakhs in the previous year recording a growth of 48.80%.
The Company earned a profit after tax of Rs 1969.53 lakhs as against Rs 1086.60 lakhs
in the previous year recording a remarkable growth of 81.26%.
Due to increase in the profit, the earning per share increased from Rs 2.02 in the
previous year to Rs 3.66 in the year under review.
[b] Consolidated Performance:
During the year under review, the total income of your Company stood at Rs 32,429.61
lakhs as against Rs 21,795.05 lakhs in the previous year recording a growth of 48.79%.
The Company earned a profit after tax of Rs 2691.60 lakhs as against Rs 1182.40 lakhs
in the previous year recording a remarkable growth of 127.64.%.
Due to increase in the profit, the earning per share increased from Rs 2.20 in the
previous year to Rs 5.01 in the year under review.
3) DIVIDEND:
The Board has recommended a dividend of 70% i.e. Rs 0.70 per share of face value of Rs
1/- each, for the approval of the shareholders at the ensuing Annual General Meeting
["AGM"]. The total pay-out on account of dividend, if approved by the
shareholders, will be Rs 376.26 lakhs which will be subject to deduction of tax at source
as applicable and shall be payable during financial year 2023-24.
4) TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to reserves for the financial year
under review.
5) SHARE CAPITAL:
[a] Authorized Capital:
The Authorized share capital of the Company as on March 31, 2023 stood at Rs 1,500
lakhs comprising of 150000000 Equity shares of Rs 1/- each.
[b] Paid-up Capital:
The paid-up share capital of the Company as on March 31,2023 stood at Rs 537.52 lakhs
comprising of 53751700 shares of Rs 1/- each.
The Company has not issued and allotted any securities during the year ended March
31,2023.
6] EMPLOYEE STOCK APPRECIATION RIGHTS PLAN:
The Company has only one ongoing Employee Stock Appreciation Rights Plan ["ESAR
Plan"] at present. The Members approved the ESAR Plan by way of Postal Ballot on May
27, 2021 for issuance of the Employee Stock Appreciation Rights ("ESARs") to the
identified employees of the Company.
The Nomination and Remuneration Committee of the Company, inter-alia, administers and
monitors ESARs, implemented by the Company in accordance with the relevant provisions of
the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
(including any statutory modification(s) and / or re enactment(s) thereof for the time
being in force) ("SEBI SBEB Regulations"). During the year under review, the
Company had granted 11,11,000 ESARs to its identified employee.
The Company has not introduced any new plan during the year under review.
The Certificate from the Secretarial Auditor, confirming the compliance of ESARs with
the provisions of the Act and SEBI SBEB Regulations shall be available for inspection by
the Members.
During the year under review, there were no material changes in the ESARs of the
Company. The details of the ESARs granted under the aforesaid ESAR Plan and the disclosure
in compliance with SEBI SBEB Regulations for the year ended March 31, 2023 is annexed as
"Annexure-I" to this report and has also been uploaded on the website of the
Company.
7) FINANCIAL STATEMENT:
The Audited standalone and consolidated financial statements for the year ended on
March 31,2023 have been prepared in accordance with the Indian Accounting Standards [Ind
AS], provisions of the Companies Act, 2013 [hereinafter referred to as "The
Act"] read with the Companies [Accounts] Rules, 2014 as amended from time to time and
Regulation 33 of the Securities Exchange Board of India [Listing Obligations and
Disclosure Requirements] Regulations, 2015 [hereinafter referred to as "SEBI Listing
Regulations"]. The estimates and judgements relating to the Financial Statements are
made on a prudent basis, so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the Company's state of affairs, profits
and cash flows for the year ended March 31,2023. The standalone and consolidated Audited
Statements form an integral part of this Report. The Audited financial statements together
with Auditor's Report form part of the Annual Report.
8) DEPOSITS COVERED UNDER CHAPTER V OF THE ACT:
During the year under review, the Company has not invited / accepted any deposit within
the meaning of Section 73 of the Act and rules made thereunder, as amended from time to
time.
9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no loans or guarantees given or securities provided by the Company except
investment made in wholly owned subsidiary ["WOS"] Haldyn Glass USA Inc., for
which Section 186 of the Act is not applicable.
Further, the details of investments in WOS are given in Notes to the financial
statements forming part of Annual Report.
10) MANAGEMENT DISCUSSION AND ANALYSIS:
i] INDUSTRY STRUCTURE & DEVELOPMENTS:
The Company is engaged in the business of manufacturing glass containers for various
segments of industry, mainly alcoholic and non-alcoholic beverages, food, personal care
and homecare. While the alcoholic beverage industry remains the largest customer segment,
the company continues to invest in product innovation, talent and leadership resulting in
enhanced capabilities to diversify into other segments and geographies. As a result of
this, the Company has been able to make good progress in acquiring new customers/brands in
other segments and new geographies.
ii] OPPORTUNITIES AND THREATS:
The Indian economy grew at 7.2% in financial year ["FY"] 2022-23. The
Economic outlook by global agencies and the World Bank, have kept India's growth forecast
at around 6%
The RBI too estimates growth to be 6.5% in the current fiscal year.
According to forecasts by several agencies, India is expected to be the fastest growing
major economy for years to come. Challenges:
The International Monitory Fund [IMF] has cautioned that inflation could remain higher
for longer, requiring more monetary policy tightening. India's economy will be affected to
an extent by slowing global trade due to subdued global demand, elevated inflation and
high interest rates. Lower labour productivity too will be impediment to the Government's
"Make in India" scheme as it will affect country's competitiveness of India made
goods.
However, typical impact of global slowdown, caused by trade slowdown, is cushioned by
the relatively high percentage of the economy that comes from domestic consumption. The
inflation and rate hike cycles have peaked out and Reserve Bank of India is expected to
cut rates from next year.
iii] SEGMENT WISE OR PRODUCT WISE PERFORMANCE:
Your Company's business activity falls within a single primary business segment viz.
Glass bottles / containers. As such there are no separate reporting segments.
iv] OUTLOOK:
India, currently, is the World's fifth largest economy and is expected to be the
World's third largest economy by FY 202728. The 'Made in India' initiative is gaining
momentum. Several major multinational companies have announced plans to set up operations
in India to diversify their supply chain under China+1 policy.
Government of India, is trying to internationalise the rupee by promoting rupee based
foreign trade. This will strengthen the rupee, which will result development of financial
system and improved economic performance. The Government of India is also continuing its
commitment of additional investments in infrastructure, road and railways - which will
further supplement the GDP growth prospects.
Haldyn' s highlight and outlook:
During FY 2023-24, we are poised to implement our strategy for "growth with
diversification" by expanding one furnace for commercial quality glass and
transforming our other furnace for premium quality glass. We will modernize both furnaces
with the state of the art technology to further enhance the quality of our offering. To
facilitate revenues from North American markets, we have also setup our wholly owned
subsidiary in the US - which makes us excited about our future prospects.
v] RISKS AND CONCERNS:
Global economy is facing major down side risks from further escalation of ongoing
Russian war. Continued tension between China and Taiwan- could further impede global
economic recovery.
Faster than expected monetary tightening in the developed economies, slowing growth in
the US, China and the euro area has major consequences for global outlook.
Competitive environment and the current surplus capacity in the glass industry will
continue to pose some challenges. We recognize that we face risks from increased
competition. Our competitors are cognizant of the importance of product development and we
see some of them increasing their capacities. The Company also faces the risk of forex
volatility and fuel price fluctuations due to increasing crude / gas rates in the
International market. .
However, management is hopeful that the resilience of the Indian economy will prevail.
We remain confident to navigate these challenges and take advantage of opportunities that
lie ahead through innovation and transformation.
vi] INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Internal controls at the Plant, Corporate
Office and key areas of business are regularly tested and certified by Internal Auditors.
Important internal audit observations and follow up actions thereon are reported to the
Audit Committee which also reviews the adequacy and effectiveness of the Company's
internal control environment and monitors the implementation of audit recommendations
including those relating to strengthening of the Company's risk management policies and
system.
vii] DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
During the year under review, we undertook several initiatives to improve productivity
as well as the quality of our products, which were well appreciated by our customers.
However, we also encountered steep increase in prices of several inputs, but your company
was able to successfully pass on these increases to the customers. Consequently, we
achieved growth of 49% in revenue and 81% growth in profit after tax.
viii] MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT, INCLUDING
NUMBER OF EMPLOYEES EMPLOYED:
Your Directors would like to place on record their appreciation of the commitment and
efficient services rendered by all employees of the Company. The industrial relations
continued to remain cordial during the year. Employees being a key factor, the Company
encourages employees for continuous learning by conducting periodical training programmes
throughout the year.
ix] KEY FINANCIAL RATIOS:
The key financial ratios are as below:
| Sr. Particulars |
|
Standalone |
|
|
Consolidated |
|
| No. |
Financial Year 2022-23 |
Financial Year 2021-22 |
Change [%] |
Financial Year 2022-23 |
Financial Year 2021-22 |
Change [%] |
| 1 Debtors Turnover |
5.69 |
4.30 |
32.30% |
5.69 |
4.30 |
32.30% |
| 2 Inventory Turnover |
12.33 |
7.34 |
67.93% |
12.33 |
7.34 |
67.93% |
| 3 Interest Coverage Ratio |
22.06 |
25.37 |
-13.05% |
28.09 |
27.10 |
3.67% |
| 4 Current Ratio |
1.87 |
2.89 |
-35.06% |
1.88 |
2.89 |
-34.95% |
| 5 Debt Equity Ratio |
0.23 |
0.04 |
436.28% |
0.24 |
0.05 |
380% |
| 6 Operating Profit Margin [%] |
8.37 |
4.17 |
26.68% |
10.66 |
7.06 |
51.02% |
| 7 Net Profit Margin [%] |
6.16 |
5.11 |
20.66% |
8.42 |
5.56 |
51.44% |
| 8 Return on Networth [%] |
10.97 |
6.5 |
68.69% |
16.28 |
7.95 |
104.78% |
Note:
Ratios for the previous year are aligned with the current year wherever required due to
reclassification and in consistent with industry practice.
? Refer Note 41 of standalone as well as consolidated financial statements for reasons
relating to significant changes as compared to previous year.
DISCLOSURE OF ACCOUNTING TREATMENT:
The Company prepares its financial statements in compliance with the prescribed
Accounting Standards and hence no further disclosure is required to be made in terms of
Part B of Schedule V read with regulations 34 (3) of the Listing Regulations.
11) DIRECTORS & KEY MANAGERIAL PERSONNEL:
a] Directors:
During the year under review, the Board comprises of 7 [Seven] Directors, out of which
4 [Four] Directors are Non-Executive Independent Directors [including a Woman Director], 1
[One] Director is Non-Executive Non-Independent Director and 2 [Two] are Executive
Directors including 1 [One] Chairman and 1 [One] Managing Director as follows:
i] Mr. N. D. Shetty - Executive Chairman
ii] Mr. T. N. Shetty - Managing Director
iii] Mr. Rohan Ajila - Non-Executive Non-Independent Director
iv] Mrs. K. J. Udeshi - Non-Executive Independent Director
v] Mr. Sikandar Talwar - Non-Executive Independent Director
vi] Mr. Ajit Shah - Non-Executive Independent Director
vii] Mr. G. Padmanabhan - Non-Executive Independent Director
b] Key Managerial Personnel:
In terms of the provisions of Section 2(51) and Section 203 of the Act, the following
are the Key Managerial Personnel [KMP] of the Company during the year under review:
i] Mr. N. D. Shetty - Executive Chairman
ii] Mr. T.N. Shetty - Managing Director
iii] Mr. Niraj Tipre - Chief Executive Officer
iv] Mr. Ganesh Chaturvedi - Chief Financial Officer
v] Mr. Dhruv Mehta - Company Secretary & Compliance Officer
c] Re-appointment / Resignation:
In terms of Section 152 of the Act and the Articles of Association of the Company, Mr.
Rohan Ajila [DIN: 01549005), NonExecutive Non-Independent Director of the Company, retires
by rotation at the ensuing AGM and being eligible offers himself for re-appointment.
Mr. N. D. Shetty, Executive Chairman [DIN: 00025868) shall be completing his tenure of
three years on August 15, 2023. On recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its meeting held on August 03, 2023 has recommended
his re-appointment as Executive Chairman of the Company for a further period of two years
with effect from August 16, 2023 till August 15, 2025, to the members in the 32nd
Annual General Meeting.
Mr. T. N. Shetty, Managing Director [DIN:00587108) shall be completing his tenure of
three years on August 15, 2023. On recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its meeting held on August 03, 2023 has recommended
his re-appointment as Managing Director of the Company for a further period of three years
with effect from August 16, 2023 till August 15, 2026, to the members in the 32nd
Annual General Meeting.
As required under the SEBI Listing Regulations, particulars of Director seeking
appointment/reappointment at the ensuing General Meeting has been given in the Notice of
the 32nd Annual General Meeting. The aforesaid Directors are not disqualified
from being appointed as Director, as specified in Section 164 of the Act.
The proposal regarding the re-appointment of the aforesaid Directors are placed for
your approval.
The Board of Directors recommends their re-appointment.
d] Declaration by Independent Directors:
All the Independent Directors of Company have given the declarations that they meet the
criteria of Independence as prescribed pursuant to the provisions of Section 149(6] of the
Act and Regulation 25(8) and 16(1)[b] of SEBI Listing Regulations, as amended from time to
time and are independent of the management.
The Independent Directors have complied with the Code for Independent Directors
prescribed under Schedule IV of the Act and SEBI Listing Regulations. The Board is of the
opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of integrity.
e] Number of meetings of the Board:
During the year under review, 5 [Five] Board Meetings were convened and held. The
intervening gap between the Meetings was within the period prescribed under the Act and
the Listing Regulations. Detailed information on the meetings of the Board is included in
the Corporate Governance Report, which forms a part of this Annual Report.
f] Committees of the Board:
The Company has constituted various Committees of the Board as required under the Act
and the SEBI Listing Regulations. For details like composition, number of meetings held,
attendance of members, etc. of such Committees, please refer to the Corporate Governance
Report which forms a part of this Annual Report.
g] Familiarization program for Independent Directors:
The Company has set familiarization programme for Independent Directors with regard to
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, the business model of the Company etc.
For details of the familiarisation programme conducted, kindly refer corporate
governance report which forms part of this Annual Report.
h] Board Evaluation:
In terms of the provisions of the Act and the Listing Regulations, a structured
questionnaire was prepared after taking into consideration the various aspects of the
Board functioning like composition of the Board and its committees, culture, execution and
performance of specific duties, obligations and governance.
The board carried out an annual performance evaluation of its own performance,
individual directors as well as the working of the committees of the board. The
performance evaluation of board and committees was carried out by the board after seeking
all inputs from all the directors on the basis of criteria such as composition, structure,
effectiveness and functioning of the Board and its respective committees.
The performance evaluation of the individual directors was carried out by the entire
board excluding the director being evaluated.
In the separate meeting of independent directors, performance evaluation of the
Chairperson and the Non Independent Directors and board as a whole was carried out taking
into account views of Executive and Non-Executive Directors. The overall performance of
chairman, Executive directors, Non-executive directors, Board and Committees of the Board
was found satisfactory.
12) CORPORATE GOVERNANCE REPORT:
A separate section on Corporate Governance practices followed by the Company, together
with a certificate from the Practising Company Secretary confirming compliance, forms a
part of this Annual Report, as per the Listing Regulations.
13) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by the Companies [Accounts] Rules, 2014, the relevant information
pertaining to conservation of energy, technology absorption, foreign exchange earnings and
outgoings respectively, is given in the "Annexure - II" to this report.
14) CORPORATE SOCIAL RESPONSIBILITY [CSR] - INITIATIVES:
In terms of the provisions of Section 135 of the Act read with Companies [Corporate
Social Responsibility] Rules, 2014, as amended from time to time, the Board of Directors
has constituted a Corporate Social Responsibility ["CSR"] Committee under the
Chairmanship of Mr. T. N. Shetty, Managing Director [DIN:00587108). The other members of
the Committee are Mr. Sikandar Talwar, Independent Director [DIN: 01630705) and Mrs. K. J.
Udeshi, Independent Director [DIN: 01344073). Your Company also has in place a CSR policy
and the same is available on your Company's website at www.haldynglass.com and the weblink
thereto is http://www.haldynglass.com/direct/csr-policy.pdf.
During the year under review, the Company was required to spend Rs 28,73,874 [after
setting off surplus expenses incurred during previous financial year] towards CSR
initiatives. The CSR Committee has approved the activities to be undertaken for spending
CSR towards promotion of education.
During the FY 2022-23, the Company has spent the amount of Rs 28,78,876 towards CSR
initiatives. The Report on CSR activities as required under the Companies [Corporate
Social Responsibility] Rules, 2014, as amended from time to time, is annexed as "Annexure
- IN" forming part of this Report.
15) EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)[a] of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website at www.haldynglass.com and the
weblink thereto is http://www.haldynglass.com/direct/AnnualReturn/ MGT-7Z2022-23.pdf
16] MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The Company has initiated relining activity for one of its furnace from June 8, 2023
and due to the same the production and profitability may get impact.
There have been no other reportable material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report.
17) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators/courts that would
impact the going concern status of the Company and its future operations.
18) DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has one wholly owned subsidiary as well as one joint venture Company as at
the end of the financial year ended March 31,2023. Details of the same are as follows:
| Sr. No. Name and Address of the Company |
CIN/GLN/EIN |
Holding/ Subsidiary/ Associate |
% of equity shares held |
Applicable Section |
| 1. Haldyn Glass USA Inc. |
92-0490518 |
Wholly Owned Subsidiary |
100%# |
2(87) of the Act |
| 2. Haldyn Heinz Fine Glass Private Limited["HHFGPL"] B-1202, Lotus Corporate
Park, Off Western Express Highway, Goregaon [East], Mumbai - 400 063 |
U26960MH2015PTC261972 |
Associate |
*56.80%* |
2(6] of the Act |
# The Board of Directors at its meeting held on October 4, 2022, had considered and
approved the incorporation of wholly owned subsidiary in USA and investment of one
thousand dollars in the share capital of the same.
* The shareholding of the Company in HHFGPL is 56.80% as on March 31,2023. Though this
has resulted in HHFGPL becoming a subsidiary of the Company based on percentage holding,
however, the Company will exercise rights and control in accordance with the terms of the
agreements entered with joint venture partners. As the Company's substantive rights would
remain restricted, HHFGPL will continue to be an Associate/ Joint Venture of the Company.
Pursuant to the provisions of section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's wholly owned subsidiary as well as
associate Company in Form AOC-1 is attached to the financial statements of the Company as
"Annexure- IV" to this Report.
Further, pursuant to the provisions of section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents are
available on the website of the Company.
Performance highlights:
HHFGPL:
The Board of Directors is pleased to inform you that we continue to be excited and
optimistic about our joint venture["JV"], which has been accretive to our
profitability in our endeavour to build out our capabilities and global presence. The JV
has reported a healthy profit this year and we are pleased to announce that we are going
for an expansion and a furnace rebuild. We have gained additional international customers
while concurrently increasing our market share in the premium segment in India.
Haldy Glass USA Inc:
Keeping long term strategy for growth into consideration, the Company has incorporated
a wholly owned subsidiary in USA. This being at nascent stage, impact of the same shall be
experienced in times to come, once it becomes fully operational.
19) CONSOLIDATED FINANCIAL STATEMENT:
As stipulated under the provisions of the Act and the Listing Regulations, the
Consolidated Financial Statements have been prepared by the Company in accordance with the
applicable Accounting Standards. The Audited Consolidated Financial Statement together
with Auditors' Report forms part of the Annual Report.
20) NOMINATION AND REMUNERATION POLCIY:
In terms of the provisions of the Act and the SEBI Listing Regulations as amended from
time to time, the policy on nomination and remuneration of Directors, Key Managerial
Personnel, Senior Management and other Employees has been formulated by the Committee and
approved by the Board by Directors. The details of the policy is available on the
Company's website at www.haldynglass.com and the weblink thereto is
www.haldynglass.com/direct/nomination-remuneration.pdf.
21) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies [Appointment and Remuneration of
Managerial Personnel] Rules, 2014 is attached herewith as 'Annexure-V".
22) VIGIL MECHANISIM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any. The objective of the Policy is to explain and encourage
the directors and employees to report genuine concerns or grievances about unethical
behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The
Vigil Mechanism is available on the website of the Company at
http://www.haldynglass.com/direct/vigil-mech.pdf
23) RISK MANAGEMENT:
We firmly believe that efficient monitoring and management of risks are essential for
the Company to achieve its strategic objectives. To accomplish this, the Company has in
place a Risk Management Policy. The main objective of this policy is to ensure sustainable
business growth with stability and to promote proactive approach for identifying,
evaluating and resolving risks associated with its business. In order to achieve the key
objective, the policy establishes structured and disciplined approach to risk management
in order to guide decisions on risk related issues.
P
Under the current challenging, competitive and disruptive environment, the strategy for
mitigating inherent risks in accomplishing the growth plan of the Company is imperative.
The common risks inter-alia are regulatory risk, competition, financial risk, technology
obsolescence, human resources risk, political risks, investments, retention of talents,
expansion of facilities and product price risk.
24) DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)[C] of the Act, your Directors hereby
state and confirm that:
i] In the preparation of the annual accounts, the applicable Accounting Standards have
been followed and there have been no material departures.
ii] Appropriate accounting policies have been selected and applied consistently and
judgments and estimates have been made that are reasonable and prudent to give a true and
fair view of the Company's state of affairs as of March 31,2023 and of the Company's
profit for the year ended on that date.
iii] Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
iv] The annual financial statements have been prepared on a going concern basis.
v] The internal financial controls were laid down to be followed and that such internal
financial controls were adequate and were operating effectively.
vi] Proper systems were devised to ensure compliance with the provisions of all laws
applicable to the Company and that such systems were adequate and operating effectively.
25) RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the FY 2022-23 were on
arm's length basis and in the ordinary course of business and in compliance with the
applicable provisions of the Act, Rules made thereunder and the Listing Regulations.
All related party transactions are placed before the Audit Committee, the Board and the
shareholders, if required for approval. Prior omnibus approval of the Audit Committee is
obtained for transactions which are foreseen and repetitive in nature. The transactions
entered into pursuant to omnibus approval so granted, are subsequently audited and a
statement giving details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on a quarterly basis.
The Company has also taken the approval of members at 31st AGM held on
September 14, 2022, for entering material related party transactions with Haldyn
Corporation Limited [Promoter Group] as per the requirements of the Listing Regulations,
as amended from time to time.
The details of transactions with related parties are given in the notes to the
financial statements in accordance with the Accounting Standards.
Particulars of contracts / arrangements with related parties entered into under section
188(1) are available in Form AOC-2 as "Annexure -VI" to this report.
The Company has not given any loan to its Associate Company and hence disclosure under
Part A of Schedule V read with regulation 34 (3) of Listing Regulations is not required.
As required under Regulation 23(1) of the Listing Regulations, the Company has
formulated a policy on dealing with related party transactions. The policy on dealing with
Related Party Transactions as approved by the Board is uploaded on the Company's website
at www.haldynglass.com and the weblink thereto is
http://www.haldynglass.com/direct/relatedparty.pdf
26] AUDITORS AND AUDITORS REPORTS:
a] Statutory Auditor:
At the Company's 31st Annual General Meeting held on September 14, 2022,
M/s. KNAV & CO. LLP [Firm Registration No. 120458W / W100679), Chartered Accountants
were appointed as statutory auditors of the Company for a period of 5 [five] years, till
the conclusion of 36th Annual General Meeting.
The Auditors Report to the shareholders for the year under review does not contain any
qualification, reservation, disclaimers or adverse remarks.
b] Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and the Companies [Appointment and
Remuneration of Managerial Personnel] Rules, 2014, as amended from time to time, the
Company had appointed M/s. SPANJ & ASSOCIATES, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the FY 2022-23. The Report of the
Secretarial Audit carried out is annexed herewith as "Annexure-VM".
The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain
any observation or qualification requiring explanation or comments from the Board under
Section 134(3) of the Act.
The Board has on the recommendation of the Audit Committee re-appointed M/s. SPANJ
& ASSOCIATES, Practicing Company Secretaries, as Secretarial Auditor, for conducting
Secretarial Audit of the Company for the FY 2023-24.
c] Cost Audit:
Maintenance of cost records and requirements of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company.
27) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION,
PROHIBITION AND REDRESSAL] ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
'Respect for Gender' Policy on prevention, prohibition and redressal of sexual harassment
in line with the provisions of the sexual harassment of Women at Workplace [Prevention,
Prohibition and Redressal] Act, 2013 and the Rules framed thereunder.
The said policy is uploaded on the website of the Company at www.haldynglass.com and
the weblink thereto is at http://www. haldynglass.com/direct/sexualharassment.pdf
Your Directors state that during the year under review, there were no cases filed
pursuant to the sexual harassment of Women at Workplace [Prevention, Prohibition and
Redressal] Act, 2013.
28) REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of
the Act and Rules framed thereunder.
29) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND [IEPF]:
During the year under review, your Company has transferred a sum of Rs 7,51,362 [Rupees
Seven Lakh Fifty One Thousand Three Hundred and Sixty Two only] to Investor Education and
Protection Fund, in compliance with the provisions of Section 125 of the Act. The said
amount represents dividend for the FY 2014-15 which remained unclaimed by the members of
the Company for a period exceeding 7 years from its due date of payment.
As per the Investor Education and Protection Fund Authority [Accounting, Audit,
Transfer and Refund] Rules, 2016 ["IEPF Rules"], as amended from time to time,
the Company has uploaded the information in respect of the unclaimed dividends on the
website of the Company at www.haldynglass.com.
Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the
shares on which dividends remain unpaid or unclaimed for a period of seven consecutive
years or more shall be transferred to the demat account of the IEPF Authority as notified
by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 34,310
Equity Shares of face value Rs 1/- per share to the demat account of the IEPF Authority
during FY 2022-23.
The Company had sent individual notice to all the Members whose shares were due to be
transferred to the IEPF Authority and had also published newspaper advertisements in this
regard. The details of such shares transferred to IEPF are uploaded on the website of the
Company at www.haldynglass.com
The Company has appointed a Nodal Officer under the provisions of IEPF, the details of
which are available on the Company's website at www.haldynglass.com
30) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:
There was no application made against the company or no proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
31) GREEN INITIATIVE:
Your Company has considered and adopted the initiative of going green minimizing the
impact on the environment. To support the company's 'Green Initiative', members who have
not yet registered their email addresses are requested to register the same with their DPs
in case the shares are held by them in electronic form and with our Registrar and Share
Transfer Agent- M/s. Universal Capital Securities Private Limited ["RTA"] in
case the shares are held by them in physical form. Your Company appeals other Members also
to register themselves for receiving Annual Report/documents in electronic form.
32) ACKNOWLEDGEMENT:
The Directors would like to extend their sincere gratitude to the Company's customers,
vendors, and investors for their unwavering confidence and patronage. We are deeply
appreciative of the continuous support received from financial institutions, business
associates, regulatory and governmental authorities, whose cooperation, support, and
guidance have been instrumental in our success.
The Directors express their utmost appreciation for the dedicated efforts and
contributions of every employee including the workmen at our manufacturing plants, who
have demonstrated unwavering support and resilience during these challenging times. It is
through the collective efforts of our stakeholders and employees that we continue to
thrive and achieve our goals.
|
For and on behalf of the Board |
|
N. D. Shetty |
|
Executive Chairman |
|
[DIN: 00025868) |
| Place : Mumbai |
|
| Date : August 03, 2023 |
|
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