Your Directors have pleasure in presenting the Board's Report of your Company together
with the Audited Statement of Accounts and the Auditors' Report of your company for the
financial year ended, 31st March, 2023.
FINANCIAL HIGHLIGHTS
|
Particulars
|
Standalone
|
|
Particulars
|
2023-24
|
2022-23
|
|
Gross Income
|
2.24
|
7.71
|
|
Profit Before Interest and Depreciation
|
0.51
|
0.54
|
|
Finance Charges
|
0.00
|
0.00
|
|
Gross Profit
|
0.24
|
0.18
|
|
Provision for Depreciation
|
0.26
|
0.36
|
|
Net Profit Before Tax
|
0.24
|
0.18
|
|
Tax
|
0.064
|
0.035
|
|
Net Profit After Tax
|
0.18
|
0.14
|
DIVIDEND
However, with the view to conserve the resources of company the directors are not
recommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided to carry current year profit to its reserves.
INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate on
the date of this report
ANNUAL RETURN
The copy of an Annual Return as per section 92 (3) of the Companies Act, 2013 for the
financial year ended 31st March, 2024 is available on the website of the company. And the
link of the website is www.hitechwindingsystems.com
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2023-24, the Company held 6 (SIX) board meetings of the Board
of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The
provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to
while considering the time gap between two meetings.
|
S No.
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
|
1.
|
25/05/2023
|
4
|
4
|
|
2.
|
10/08/2023
|
4
|
4
|
|
3.
|
25/08/2023
|
4
|
4
|
|
4.
|
06/11/2023
|
4
|
4
|
|
5.
|
14/02/2024
|
4
|
4
|
|
6.
|
31/03/2024
|
4
|
4
|
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) The directors had 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 and of the profit
and loss of the company for that period;
(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
AUDITORS and REPORT thereon
The Auditors, M/s Guarang Vora & Associates Chartered Accountants are as statutory
auditors of the company.
Their payment of remuneration is to be confirmed and approved in the ensuing Annual
General Meeting
There are no qualifications or adverse remarks in the Auditors' Report which require any
clarification/ explanation. The Notes on financial statements are self-explanatory, and
needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March, 2024 is annexed
herewith for your kind perusal and information.
LOANS. GUARANTEES AND INVESTMENTS
There were loans and investments but no guarantees made by the Company under Section
186 of the Companies Act, 2013 during the year under review and hence the said provision
is not applicable
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an
arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the company during the year
under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening
the Company's existence is very minimal.
DIRECTORS and KMP
Following changes were made in the constitution of directors of the company during the
financial year:
|
Sr.
No
|
Name
|
Designation
|
Date of
appointment
|
Date of
cessation
|
Mode of
Cessation
|
|
NIL
|
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The Company is not paying remuneration to any director.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the Independent directors
duly appointed by the Company have given the declaration and they meet the criteria of
independence as provided under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and
Remuneration Committee comprises of three Directors. The table sets out the composition
of the Committee:
|
Name of the Director
|
Position held in the
Committee
|
Category of the Director
|
|
Mr. Saileshbhai Chauhan
|
Chairman
|
Non-Executive Independent
Director
|
|
Mrs. Usha Khetan
|
Member
|
Non-Executive Director
|
|
Mr. Chandubhai Vaghela
|
Member
|
Non-Executive Independent
Director
|
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of every
Director's performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy
ensure that:
a. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company
successfully;
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be delegated to the
Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives of the committee as
per provisions of the Act and rules made there under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the
subsequent approval of the shareholders at the General Meeting and such other authorities,
as may be required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company. However, the company is not paying
remuneration to the executive directors of the company
Remuneration to Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of Sitting Fees and
Commission. The Non-Executive Directors are paid sitting fees for each meeting of the
Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit Committee
comprised of three directors. The board has accepted the recommendations of the Audit
Committee. The table sets out the composition of the Committee:
|
Name of the Director
|
Position held in the
Committee
|
Category of the Director
|
|
Mr. Chandu bhai Vaghela
|
Chairman
|
Non-Executive Independent
Director
|
|
Mr. Hariprasad Khetan
|
Member
|
Executive Director
|
|
Mr. Saileshbhai Chauhan
|
Member
|
Non- Executive Independent
Director
|
SECRETARIAL AUDIT REPORT
There are qualifications or adverse remarks in the Secretarial Audit Report which require
any clarification/ explanation.
1. The company is in process of appointment of Managing Director.
2. The company will publish the newspaper advertisement of Financial results as
per Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
3. The company is under process of appointment of Internal Auditor.
4. The company will do the Retirement of Directors as per section 152 of the
Companies Act, 2013.
Further the Secretarial Audit Report as provided by Mr. Jitendra Parmar, Practicing
Company Secretary for the financial year ended, 31st March, 2023 is annexed herewith
for your kind perusal and information.
COST AUDIT
Cost Audit is not applicable to the company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Regulation 22 of
the Listing Obligations and Disclosure Requirement Regulations, 2015 the company has
established Vigil Mechanism for directors and employees to report genuine concerns and
made provisions for direct access to the chairperson of the Audit Committee. Company has
formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy
to safeguard the interest of its stakeholders, Directors and employees, to freely
communicate and address to the Company their genuine concerns in relation to any illegal
or unethical practice being carried out in the Company. The details of the Vigil Committee
are annexed herewith for your kind perusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REPRESSED ACT. 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control systems to ensure
reliable financial reporting and compliance with laws and regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required has been attached and forms
part of this report.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the continued co-operation
received from the Banks, Government Authorities, Customers, Vendors and Shareholders
during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the committed service of the Executives, staff and Workers of the
Company.
For & on behalf of the Board
of Directors
Date: 02.09.2024
Place: AHMEDABAD SD/- SD/-
Usha Khetan Hariprasad Khetan
DIN:02041361 DIN:01228538
|