As on: May 09, 2025 09:23 AM
Dear Members,
Hardwyn India Limited
Your Directors have pleasure in presenting the Seventh Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2024.
1. CORPORATE OVERVIEW
The Company operates in diversified business segments viz. trading and manufacturing of Architectural hardware and glass fittings
2. FINANCIAL RESULTS:
STANDALONE:
(Rs. in Lakhs)
CONSOLIDATED:
3. FINANCIAL PERFORMANCE AND REVIEW
The Company recorded a standalone turnover of Rs. 13,550.49 Lakhs during the year as against Rs. 12,506.56 Lakhs in the previous year and the Company has earned a profit after tax of Rs. 975.21 Lakhs as compared to the profit after tax of Rs. 903.41 Lakhs in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company. Further the company has recorded turnover of Rs. 15,284.54 Lakhs on consolidated basis.
The Company expects to increase its revenue and the profitability during the year as the business has started showing growth and future of the Company looks very bright. There is no dearth of demand and the Company is well shaped to cope up itself with the market expectations.
4. CHANGE TN THE NATURE OF BUSINESS
Presently Company is into the business of manufacturing and trading of Glass-Kitchen & furniture fittings.
5. SHARE CAPITAL& DEBT STRUCTURE
The Authorized Share Capital of the Company is Rs. 35,10,00,000/- divided into 35,10,00,000 Equity Shares of Rs. 1/- each.
a) Bonus Issue & Split of Shares:
During the year, Company made a bonus allotment of 87217897 bonus shares of face value of Rs.1/- each in ratio of 01:03 (i.e. One shares for every Three equity share held) to the Members on June 06, 2023. With this allotment, the total issued and paid-up capital of the Company has increased to Rs. 34,88,81,467 /- comprising of 34,88,81,467 equity shares of face value of Rs.1/- each.
b) Issue of equity shares with differential rights
As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.
c) Issue of sweat equity shares
As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.
d) Issue of employee stock options
As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.
e) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees
As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.
6. DIVIDEND
The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2024. Since the Board have considered it financially prudent in the long-terms interest of the company to re- invest the profits into the business of the company to build a strong reserve base and grow the business of the Company.
7. TRANSFER TO RESERVES
During the period, this item is explained under the head other equity forming part of Balance sheet Note No. 13 of Notes to Financial Statements.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION 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.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There is no Material Changes and commitments affecting financial position between the end of the financial year and date of report.
10. DEPOSIT
During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Acceptance of Deposit) Rules, 2014 are not applicable.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013
The particulars of Loans, Guarantees, and Investments have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.
12. CORPORATE SOCIAL RESPONSIBILITY
The CSR Policy sets out our commitment to ensuring that our activities extend beyond business and include initiatives and endeavors for the benefit and development of the community and society. The Company has put in place CSR Policy which is in sync with the broader areas of Schedule VII of the Companies Act, 2013 and will always be aligned to the changes that get incorporated in the schedule.
The annual report on our CSR activities is appended as Annexure to the Board's report.
13. LISTING
The Company is listed on Main Board of BSE and NSE w.e.f 12th April 2022.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy: N.A.
I. the steps taken or impact on conservation of energy;
II. the steps taken by the Company for utilising alternate sources of energy;
III. the capital investment on energy conservation equipment's;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year: -
(a) the details of technology imported; (b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo (In Lakhs)
(Company has made foreign expenditure related to import of Goods)
Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure - E and forms an integral part of this report.
15. MANAGEMENT DETAILS / INFORMATION
a) DIRECTORS & KEY MANAGERIAL PERSONNAL
The Company has following Directors and KMP along with changes made as on 31st March 2024:
* Mr. Manjeet Singh resigned from post of No- Executive Independent Director w.e.f
02.08.2023
** Ms. Nidhi Sethi Appointed as Non-Executive Independent Director w.e.f 10.10.2023 ***Mr. Sandeep Singh Solanki resigned from post of Company Secretary and Compliance officer w.e.f 17.04.2023
**** Ms. Sakshi Tyagi appointed as Company Secretary and Compliance officer w.e.f
16.05.2023
****Ms. Sakshi Tyagi resigned from post of Company Secretary and Compliance officer w.e.f
13.07.2023
***** Ms, Kanchan Sharma appointed as Company Secretary and Compliance officer w.e.f
****** Ms. Ankita Jain appointed as Company Secretary and Compliance officer w.e.f
01.06.2024
During the Financial year, the Board of Directors has made the following changes in the composition of Board of Director: -
Appointment of Ms. Nidhi Sethi as an Additional Director designated as Additional Non-Executive Independent Director with effect from 10.10.2023 and regularize on 26.12.2023 Ms. Nidhi Sethi as a Director through Postal Ballot.
Mr. Manjeet Singh who was appointed as an Additional Non-Executive & Independent Director on 10.11.2022 & was regularized on 07.02.2023 through Postal Ballot has resigned on 02nd August 2023.
Further after the Closure of financial year the Board of Directors has made the following changes in the composition of Board of Director.
Ms. Kanchan Sharma who was appointed on 13th July, 2023 for the post of Company Secretary and Compliance Officer has resigned on 08th May 2024.
Ms. Ankita Jain has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 01st June 2024.
b) Directors seeking appointment and re-appointment
In accordance with the provision of Section 152 of the Companies Act 2013 and the Article of Association of the Company, Mr. Swaran Jeet Singh Sayal, Director (DIN: 00280576) of the Company is retiring at the forthcoming Annual General Meeting and being eligible, has offered himself for re- appointment. Directors recommended his reappointment.
c) Independent Directors and Declaration by Independent Director(s)
In accordance with the requirement under the Companies Act, 2013 and Company has received necessary declaration from the Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Act. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.
d) Mechanism of Performance Evaluation of the Board, Committees and Individual Directors
In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 30/03/2024 performance of non- independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated
e) Meetings of the Board
The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.
The Board met 18 times during the Financial Year 2023-2024.The maximum interval between any two meetings did not exceed 120 days. The Meetings were held as on dates as specified in the table below: -
GENERAL MEETING/POSTAL BALLOT
During the year the general meeting /postal ballot of member of the company are as follow : -
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION 178 (3)
The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013.
The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a Director and the policy is available on the website of the Company i.e. , www .hardwyn. com
17. COMMITTEES OF THE BOARD
The Board committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice. All decisions and recommendations of the committees are placed before the Board for information or for approval. The minutes of the meetings of all the committees are placed before the Board for their review.
The Board of Company currently has 4 (Four) Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
4. Corporate Social Responsibility Committee
The major terms of reference of the Committees, its composition and number of meetings held during the year ended March 31, 2024 are as follows:
a) AUDIT COMMITTEE
The Composition of the Audit Committee as on the date of the Report is as follows:
Meetings of the Audit Committee
During the year the Audit Committee met 6 (Six) times. The details of the meetings held during the year ended March 31, 2024 along with the attendance of Directors are as follows:
In case any person requires more information/ details regarding the Audit Committee the person may access the Company's website at the link: www.hardwyn.com.
Note: The Audit Committee was reconstituted post resignation of Mr. Manjeet Singh on 2nd August, 2024 and Mr. Rubal Jeet Singh Sayal was appointed as a Member of the Committee.
b) NOMINATION AND REMUNERATION COMMITTEE
The major terms of reference of the Nomination and Remuneration Committee are as follows:
• Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director;
• Specifying the manner for effective evaluation of performance of Board, its committees and individual directors;
• Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
Composition of Nomination & Remuneration Committee as on the date of the report:
Note: The Nomination and Remuneration Committee was reconstituted post resignation of Mr. Manjeet Singh on 2nd August, 2024 and Ms. Tanya Sayal was appointed as a Member of the Committee.
Meetings of the Nomination & Remuneration Committee
During the year the Committee met 3 (Three) times. The details of the meeting held during the year ended March 31, 2024 along with the attendance of Directors are as follows:
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. At www.hardwyn.com
c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING
The Board of Directors of the Company has constituted Stakeholders Relationship Committee under Section 178 of the Companies Act, 2013.
The major terms of reference of the Stakeholders Relationship Committee include:
• Consideration & Resolution of the grievances of security holders of the Company;
• Reviewing of Transfer / Transmission requests / Demat / Remat requests of the security shareholders and issuance of duplicate share certificate, if any.
Composition of the Stakeholders Relationship Committee as on the date of the report:
Note: The Stakeholders Relationship Committee was reconstituted post resignation of Mr. Manjeet Singh on 2nd August, 2023 and Ms. Tanya Sayal was appointed as a Member of the Committee.
Meetings of the Stakeholders Relationship Committee
During the year the Stakeholders Relationship Committee met 1 (one) time. The details of the meeting
held during the year ended March 31, 2024 along with the attendance of Directors are as
follows:
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 30th March, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
As per the provisions of the Companies Act, 2013 read with Schedule IV, following are the Independent Directors of the Company.
Note: Mr. Manjeet Singh resigned on 2nd of August, 2023 and Ms. Nidhi Sethi was appointed w.e.f. 10th of October, 2023
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETING
Composition of the Corporate Social Responsibility Committee as on the date of the report:
During the year the Stakeholders Relationship Committee met 1 (one) time. The details of the meeting held during the year ended March 31, 2024 along with the attendance of Directors are as follows:
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at "Annexure II".
The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company's website www.hardwyn.com
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company have FIBA Hardwyn Lock Limited as a Subsidiary; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable.
During the year under review, Company has Incorporated Slimx Interior Solutions Private Limited as a subsidiary of the Company on 23rd November 2023.
A report on the performance and financial position of the subsidiary in form AOC-1 is annexed hereto as Annexure ‘III' and forms an integral part of this report.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's website www.hardwyn.com.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There was no significant order passed by any regulatory authority or court or tribunal.
22. CORPORATE SOCIAL RESPONSIBILITY
As per section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The areas for CSR activities are Forest planting, waste management, development of sustainable energy sources, waste water treatment etc. Our CSR initiative focuses on the holistic development of the communities that we live and work and create a social, environmental and educational value to our society. The Company has total CSR obligation of INR 13.08/- in Lakhs obligations. Company has made expenditure during the Financial Year 2023-2024 of INR 13.08/- in Lakhs. Further, company has accumulated the amount & reserve the remaining amount for CSR expenditure in future.
The details of CSR Projects undertaken through our CSR activities are given in "ANNEXURE IV" as prescribed.
23. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: -
a. in the preparation of the annual accounts, the applicable accounting standards have been followed;
b. 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 and of the profit and loss of the company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis.
e. 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
f. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
24. AUDITORS STATUTORY AUDITOR
Pursuant to the provisions of Section 139 (2) of the Act and the rules made thereunder, the Members at their Third AGM held on September 30, 2020, had appointed M/s S. S. Periwal & Co., Chartered Accountants (ICAI Firm's Registration Number 001021N) Statutory Auditors of the Company for a term of five years i.e. from the conclusion of Third AGM till the conclusion of the Eight AGM to be held for the financial year 2024-2025.
The notes on accounts referred to in the auditors' report are self-explanatory and therefore don't call for any further comments by the Board of Directors. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.
During the year under review, the Company has not reported any fraud mentioned under Section 143(12) of the Act.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act and Rules made there under, M/s Amit Saxena & Associates., Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2023-24. The Secretarial Audit Report for the financial year ended on March 31, 2024 is annexed herewith marked as "Annexure-V" to this Report.
INTERNAL AUDITOR
In terms of Section 138 of the Companies Act 2013, and Rules made there under, The Board of Director of the company at their meeting duly held on 20thday of September 2021 appointed Gurmeet Sodhi & Associate, Chartered Accountants (Firm Reg No 024849N) for 3 financial year Starting from the Financial Year 2021-22 to the Financial Year 2023-24.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at "Annexiire -V" .
26. RISK MANAGEMENT
During the year, the Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks. The details of the same are set out in Management Discussion and Analysis Report.
27. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates.
28. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2023-24.
29. THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER COMPLIANCE CERTIFICATE
As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Chief Executive Officer & Chief Financial Officer Compliance Certificate is at Annexure-VI
30. ANNUAL RETURN
As per the provisions of section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT -7 is available at the website of the Company at www.hardwyn.com.
31. PARTICULARS OF EMPLOYEES AND REMUNERATION
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:
Notes:
• There were confirmed employees on the rolls of the Company as on 31st March 2024, 88 employees.
• Median remuneration of employees of the Company during the financial year 2023-2024 was NIL
• There was no employee in the Company who drawn remuneration of Rs.1.2 crore/ - per annum during the period under review. Hence the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.
• There is no employee covered under the provisions of section 197(14) of the Companies Act 2013.
32. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.
To further strengthen the internal control process, the company has developed comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.
33. CORPORATE GOVERNANCE
Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule- V of SEBI (LODR) Regulations, 2015 and Certificate on Compliance of Corporate Governance form part of this report.(Annexure-A)
34. COMPLIANCE OF SECRETARIAL STANDARDS
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly complied by your Company.
35. ACKNOWLEDGEMENT
The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the Government of India and concerned government departments / agencies for their co-operation.