| Dear Members,
The Directors present the Twenty Second Annual Report and Audited
Accounts of the Company for the financial year ended March 31,2015.
Financial Results
PARTICULARS Amount (in Lacs)
Year ended on
31-03-2015
1) Income 2104.14
2) Profit before Interest, Depreciation & Taxation 25.97
Less : Interest 29.52
3) Profit / (Loss) before Depreciation and Taxation (3.55)
Less : Depreciation 38.04
4) Profit / (Loss) before Tax for the year (41.59)
Less : Provision for Taxation :
(a) Current Tax Nil
(b) Deferred Tax 11.92
(c) Excess Provision of earlier years (Net) (4.5)
Sub-total 7.42
5) Net Profit after / (Loss) Tax for the year (34.17)
Add :Balance B/f from previous year's a/c. (30.00)
6) Balance C/f to next year's account (64.17)
PARTICULARS Amount (in Lacs)
Year ended on
31-03-2014
1) Income 2926.42
2) Profit before Interest, Depreciation & Taxation 53.11
Less : Interest 46.56
3) Profit / (Loss) before Depreciation and Taxation 6.55
Less : Depreciation 29.04
4) Profit / (Loss) before Tax for the year (22.49)
Less : Provision for Taxation :
(a) Current Tax Nil
(b) Deferred Tax (3.43)
(c) Excess Provision of earlier years (Net) Nil
Sub-total (3.43)
5) Net Profit after / (Loss) Tax for the year (25.92)
Add :Balance B/f from previous year's a/c. (4.08)
6) Balance C/f to next year's account (30.00)
OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
A) Sales and Profit:
The sales and other income of the Company during 2014-15 were flat at
Rs. 2104.14 Lacs compared to Rs. 2926.42 Lacs of the previous year. The
loss incurred Rs. 34.17 Lacs during the FY 2014-15 compared to Rs.
25.92 Lacs of the previous year.
B) Raw Material:
Required quantities of the Raw materials were available from within
India.
C) Export:
Company was able to procure the required orders for its export
products. Company made export of Rs. 7.82 lacs during the year.
No material changes and commitments, affecting the financial position
of the Company, have occurred between March 31,2015 and the date of
this Report.
DIVIDEND:
In view of loss incurred during the year under review, your Board of
Directors does not recommend any dividend for the financial year
2014-15.
MEETINGS OF THE BOARD :
During the Financial Year 2014-15, 5 (five) meetings of the Board of
Directors took place. For further details, please refer Report on
Corporate Governance.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :
The Company has not given any loan, made investment, given any
guarantee or provided any security - covered u/s. 186 of The Companies
Act, 2013 - to any one.
CORPORATE GOVERNANCE/MANAGEMENTDISCUSSIONAND ANALYSIS REPORT:
A Report on the Corporate Governance Code alongwith a certificate from
the Auditors of the Company regarding the compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreements as also the Management Discussion and Analysis Report are
annexed to this Report.
FIXED DEPOSITS:
During the year Company has not accepted any Fixed Deposits.
INSURANCE:
All fixed assets and movable assets of the Company are adequately
insured.
TECHNICAL ACHIEVEMENT:
The Company keeps on exploring the possibility of technical improvement
and process optimization for better yields / product mix/energy
efficiency.
DIRECTORS:
The Board of Directors had on the recommendation of Nomination and
Remuneration Committee, subject to the approval of shareholders,
appointed Shri Bharat J. Shah and Shri Subhash J. Shah as the
Whole-Time Directors of the Company for a period effective from
February 13, 2015 to March 31,2018.
Pursuant to the recommendation of Nomination and Remuneration
Committee, Shri Shailesh J. Shah was re-appointed by the Board of
Directors, subject to the approval of the shareholders, as the Managing
Director of the Company for a further period of three years with effect
from April 1, 2015 to March 31,2018.
During the year under review, Shri Ajay R. Gandhi, Shri Umesh P. Mehta
and Shri Virendra B. Shah were appointed as Additional Independent
Directors u/s 161(1) of the Companies Act, 2013. They will hold the
office of Director upto the date of forth coming Annual General
Meeting.
The Company has received declarations from all the Independent
Directors of the Company, inter alia, confirming that they meet the
criteria of Independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement with the
Stock Exchange.
In accordance with the provisions of Section 152 of the Companies
Act,2013 and the Company's Article of Association , Shri Shailesh J.
Shah and Shri Bhupendra J. Shah retire by rotation at the forth coming
Annual General Meeting and, being eligible offer themselves for
re-appointment.
During the year under review, Shri Mahesh S. Shah, Shri Kaushik R.
Patel and Shri Rohit K. Choksi resigned as the Independent Directors
of the Company with effect from October 01,2014, September 30, 2014 and
November 15, 2014 respectively. Shri Daxesh B. Shah, Shri Vivek S.
Shah and Shri Rumit B. Shah resigned as Executive Directors of the
Company with effect from February 13, 2015. The Board has placed on its
record its appreciation for the services rendered by all the resigned
Directors during their tenure as the Directors.
KEY MANAGERIAL PERSONNEL:
During the year under review, the Company has appointed following
persons as Key Managerial Personnel:
Sr. No. Name of the Persons Designation
1 Shri Bhupendra J. Shah Chairman (Executive)
2 Shri Jaykumar J. Shah Vice Chairman (Whole Time Director)
3 Shri Shailesh J. Shah Managing Director
4 Shri Bharat J. Shah Chief Financial Officer & Whole Time
Director
5 Shri Subhash J. Shah Whole Time Director
6 Ms. Apexa A. Panchal Company Secretary
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 Clause 49 of the Listing Agreement, the Board of
Directors at their Meeting held on 06.08.2014 approved 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.
BOARD EVALUATION:
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 and that of the individual Directors.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013
with respect to Directors' Responsibility Statement, the Directors
hereby confirm:
(i) that in the preparation of the annual accounts for the year ended
March 31, 2015, the applicable 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;
(ii) 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 at the end of the financial year viz. March
31,2015 and of the profit of the Company for that period;
(iii) 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;
(iv) that the Directors have prepared the annual accounts on a 'Going
Concern' basis;
(v) that the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively and
(vi) 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.
PERSONNEL:
All the employees have worked with zeal and enthusiasm and your
Directors wish to express their sincere appreciation to all the
employees for their support, co-operation and dedicated services.
PARTICULARS OF EMPLOYEES:
There was no employee drawing an annual salary of Rs. 60.00 lacs or
more where employed for full year or monthly salary of Rs. 5,00,000/-
or more where employed for part of the year. The information pursuant
to the provisions of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith
as Annexure A.
LISTING:
Company's Securities are listed with the Bombay Stock Exchange at
Mumbai. The Company has already paid the listing fees to this Stock
Exchange for FY 2014-15.
CORPORATE GOVERNANCE:
The report on Corporate Governance as stipulated under the Listing
Agreement forms an integral part of this Report. The requisite
certificate from the Statutory Auditors of the Company confirming the
compliance with the conditions of Corporate Governance is attached to
the Report on Corporate Governance.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Reporting, as required under clause 55 of
the Listing Agreement is not applicable to the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions with related parties
entered into 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 not entered into any contract /
arrangement / transaction with related parties which could be
considered material in accordance with related party transactions.
WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of
the Company (www.hipolin.com).
RISK MANAGEMENT POLICY:
The Company follows well-established and detailed risk assessment and
minimization procedures, which 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.
AUDITORS:
The auditors M/s Harish S. Patel & Co., Chartered Accountants,
Ahmedabad retire at the conclusion of the ensuing Annual General
Meeting and they have confirmed their eligibility pursuant to the
provision of the Section 139 of The Companies Act, 2013 and willingness
to be re- reappointed. The Board of Directors recommends their
re-appointment for the year 2015-16 at the ensuing AGM.
The Report of the Statutory Auditors for the financial year 2014-15
does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT REPORT:
As required by Section 204 of The Companies Act, 2013 read with The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed M/s. M. P. Mehta & Co., Company
Secretaries, Ahmedabad, Company Secretaries in Practice to conduct
Secretarial Audit for the Financial Year 2014-15. The Report of the
Secretarial Audit for the financial year ended on March 31,2015 is
annexed as Annexure B to this Report. The said report does not contain
any qualification, reservation or adverse remark.
COST AUDITOR:
As per the Companies (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 get its cost records
audited by a Cost Auditor. But the Company is maintaining cost records
voluntarily and obtained the Certificate of Maintenance of Cost Records
from the Cost Auditor.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
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 well-equiped Quality Control Laboratory
and Research and Development Laboratory. The Research & Development
Laboratory 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
Particulars 2014-15 2013-14
Foreign Exchange Earnings (Rs.) 7,73,360 NIL
Foreign Exchange Utilised (Rs.) NIL NIL
EXTRACT OFANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9
in accordance with Section 92(3) of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014 is annexed herewith
as Annexure C to this Report.
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
and shareholders for their cooperation and assistance extended to the
company.
Date : May 28, 2015 For and on behalf of the Board,
Place : Ahmedabad
Bhupendra J. Shah Shailesh J. Shah
Chairman Managing Director
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