As on: Dec 12, 2025 06:02 AM
Your Directors have pleasure in placing before you the Seventy-ninth Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2025 and Management Discussion and Analysis.
1. FINANCIAL RESULTS AND APPROPRIATIONS:
Particulars
Profit before Depreciation & Amortisation Expenses
Depreciation & Amortisation Expenses
Profit before Taxation
Provision for Taxation
Deferred Tax
Income Tax for earlier years
MAT Credit Entitlement
Net Profit after Taxation
Other Comprehensive Income
Total Comprehensive Income for the year
Balance b/f from previous year
Total Available
Transferred to Reserves
Carried Forward
In view of accumulated loss no dividend is being recommended.
2. OPERATIONS:
The Company has registered a turnover of Rs 588.93 lakhs this year as against Rs 541.25 lakhs during the previous year. There is increase of 8.81 % in the revenue from operations of the Company.
The Total Income for the year ended March 31, 2025 was at Rs 633.16 lakhs as compared to Rs 584.75 lakhs in the previous year. Profit before tax for the current year stood at Rs 278.26 lakhs as against Rs 301.85 lakhs during the previous year.
3. MANAGEMENT DISCUSSION AND ANALYSIS:
India continues to lead as the world's fastest-growing major economy, with a 6.5% GDP growth forecast for FY 2025. Strategic government policies, robust capital investments and rising exports in high-value sectors such as pharmaceuticals, electronics, semiconductors and defence equipment have cemented this growth. Digital innovation addressed structural and geopolitical challenges, setting the stage for steady recovery. Strategic reforms continue to support long-term growth and stability.
While uncertainties persist and the global economy faces ongoing challenges, the outlook for the years ahead remains cautiously optimistic.
The rise in consumer spending is a key driver of the positive economic outlook. With inflation expected to drop to 4.3% in CY 2025 and 3.6% in CY 2026, household purchasing power is set to improve, fuelling demand across sectors. Advanced economies are likely to reach their inflation targets sooner, providing additional stability. Despite ongoing geopolitical uncertainties, sustained government investments, effective fiscal policies and robust consumer activity are anticipated to maintain a balanced economic landscape.
The Company's business activity currently consists of Trading of Industrial Chemicals, Investments and Leasing. During the year under review, revenue from industrial chemicals segment was Rs 107.29 lakhs compared to Rs 74.38 lakhs in the previous year, revenue from investment activity was Rs 259.77 lakhs in comparison to Rs 251.33 lakhs in the previous year, while leasing activity yielded a revenue of Rs 221.87 lakhs as compared to Rs 215.54 lakhs in the previous year.
The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational transactions / information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company. The observations arising out of the internal audits are periodically reviewed at appropriate level and summaries along with corrective actions plans, if any, are submitted to the management and Audit Committee for review, comments and directions. The concerned persons undertake corrective action in their respective areas and thereby strengthen the controls.
The Company did not enter into any transaction(s) with any person(s) or entity belonging to the promoter / promoter group who hold 10% or more shareholding in the Company.
Information pertaining to financial performance forms part of this Report.
There were no material developments in the Company's Human Resource Capital.
RATIOS
Key Financial Ratios
1. Return on Net Worth decreased to 2.30% during the current year in comparison to 6.10% in the previous year mainly due to decrease in income and impact of deferred tax during the current year.
2. Operating Profit Margin (OPM) is 43.95% during the current year in comparison to 51.62% in previous year. The decrease in OPM is mainly due to decrease in operating income.
For other key financial ratios please refer note no. 26.15 of the Financial Statements of the Company.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) At the 76th Annual General Meeting (AGM) of members of the Company, Mr Banwari Lal Jatia (DIN: 00016823) was re-appointed as Managing Director of the Company for a period of three (3) years w.e.f. 1.4.2023. Since the tenure of Mr Banwari Lal Jatia would expire on 31.3.2026 the Board of the Directors of the Company at its meeting held on 2nd September, 2025 has decided to seek member's approval for re-appointment of Mr Banwari Lal Jatia as Managing Director of the Company for a further period of three (3) years w.e.f. 1.4.2026.
b) Mr Piyushkumar Mehta (DIN: 08772311) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.
c) On recommendation of NRC, Mr Manekchand Panda (DIN: 00015759) has been appointed as an additional director of the Company in the category of independent director with effect from 12.8.2025. Pursuant to provisions of Section 150(2) and other applicable provisions of the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (Listing Regulations) the appointment of Mr Manekchand Panda is to be approved by members.
Mr Manekchand Panda possesses requisite expertise and knowledge and is qualified for functioning as an Independent Director of the Company.
The Company has also received prescribed notice from a member of the Company under Section 160 of the Act proposing the candidature of Mr Manekchand Panda for the office of Independent Director.
A brief profile and other requisite information of Mr Manekchand Panda forms part of the Notice of AGM and is available for perusal of members.
The Board is of the opinion that Mr Manekchand Panda holds high standards of integrity and possess requisite expertise and experience required to fulfill his duties as Independent Director.
Further, Mr Manekchand Panda is exempted from undergoing the online proficiency self-assessment test conducted by The Indian Institute of Corporate Affairs.
Approval of members is being sought for appointment of Mr Manekchand Panda as an independent director of the Company for a term of five (5) years with effect from 12.8.2025.
d) Requisite declarations have been received from the independent directors of the Company under Section 149(7) of the Act regarding meeting the criteria of independence laid down in Section 149 (6) of the Act and also under Listing Regulations.
e) Board Evaluation:
Pursuant to provisions of the Act and the Listing Regulations the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of working of its Audit, Nomination and Remuneration and other Committees of the Board. The performance of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results thereof.
In the opinion of the Board, all the independent directors possess requisite expertise, integrity and experience.
f) Meetings:
During the year Six (6) board meetings were convened and held.
5. AUDIT COMMITTEE:
As on 12-08-2025 composition of the Audit Committee of the Company is as under:
1. Ms Pranjali Mangal Bhandari - Chairperson
2. Mr Vimal Chand Kothari
3. Mr Sunil Kantilal Trivedi
4. Mr Banwari Lal Jatia
The Board of Directors of the Company has accepted all recommendations of its Audit Committee during Financial Year 2024 - 2025. The Company has in place a vigil mechanism for directors and employees, to report genuine concerns about any wrongful act and any unethical conduct with respect to the Company or its business affairs to the Audit Committee which oversees functioning of the said mechanism.
6. NOMINATION AND REMUNERATION COMMITTEE (NRC):
As on 12-08-2025, the NRC comprises of three members of which two including the Chairperson are Independent Directors.
Salient features of the Nomination and Remuneration policy include, having an appropriate mix of executive, non - executive and independent directors primarily to maintain independence. NRC assesses independence of directors at time of appointment / re-appointment as well as annually. NRC takes into consideration various factors as specified in the policy while considering any remuneration to be paid to directors, key managerial personnel and other employees, etc.
The Policy is available on the Company's website www.hawcoindia.in under the section 'Policies'.
7. RISK MANAGEMENT:
In the Boards' perception, there are no foreseeable risks which could threaten the existence of the Company.
8. UNCLAIMED SHARE CERTIFICATES:
The Company had in accordance with the Listing Regulations transferred on 27.5.2016 & 14.9.2021 to a separate Unclaimed Shares Suspense Demat Account in the Company's name in aggregate 10,104 unclaimed shares of the Company belonging to 79 shareholders, who had failed to exchange their old certificates for new certificates in the Company even after many reminders by the Company. The said shares were allotted to members pursuant to a Scheme of Arrangement between the Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd).
During the year no request/claim was received for transfer of shares from the said Unclaimed Shares Suspense Demat Account.
At end of the year, the number of shareholders and the outstanding shares lying in the suspense account were 77 and 9,624 respectively.
The voting rights on these unclaimed shares shall remain frozen till the rightful owner(s) claim(s) the shares.
Members who have not yet claimed their shares are requested to do so through the Company's Registrars and Share Transfer Agent viz. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (RTA).
9. STATUTORY AUDITORS:
M/s Desai Saksena & Associates, Chartered Accountants (FRN: 102358W) were appointed as Statutory Auditors of the Company for 5 years from the conclusion of 78th AGM.
The requirement of ratification of appointment of the Statutory Auditors at every AGM has been dispensed with. Accordingly, no such item has been placed for approval of the members in the Notice of AGM.
M/s Desai Saksena & Associates, have confirmed that they are eligible for continuing to act as statutory auditors of the Company and no proceeding against the firm or any partner of the firm is pending with respect to professional matters of conduct.
10. AUDITORS' REPORT:
The Auditors' Report does not contain any reservation, qualification or adverse remark.
11. SECRETARIAL AUDITORS:
Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Listing Regulations, the Board at its meeting held on 12.8.2025 has approved the appointment of M/s SKJP & Associates , Practicing Company Secretaries (Firm Registration No. P2025MH105400) as Secretarial Auditors of the Company, subject to approval of the members at the ensuing AGM, for a period of five (5) years commencing from the financial year 2025-2026 till the financial year 2029-2030.
Brief details of M/s SKJP & Associates appear in the explanatory statement to the Notice of ensuing AGM. Approval of members is sought for M/s SKJP & Associates as Secretarial Auditors of the Company.
12. SECRETARIAL AUDIT:
A Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed hereto as 'Annexure I'.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
13. LOANS, GUARANTEES OR INVESTMENTS:
Details of investments, loans appear in notes to the financial statements. No guarantee or security was provided by the Company on behalf of others during the year.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions 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.
The Company has made few material related party transactions during the year after obtaining appropriate approvals. During the year, the Company did not enter into any materially significant related party transactions that may have potential conflict with the interest of the Company.
In terms of Section 134 details of the same are stated in Form AOC-2 annexed hereto as 'Annexure II'.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since the Company is not into any manufacturing activity there are no particulars to be specified under the heading 'conservation of energy'. There is no technology involved in the business being carried on by the Company. The Company did not earn nor spent any foreign exchange during the year.
16. CORPORATE SOCIAL REPONSIBILITY (CSR):
None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the Company.
17. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture or associate.
18. PARTICULARS OF EMPLOYEES:
a. Required particulars of employees under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as 'Annexure III' to this report.
b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
19. ANNUAL RETURN:
Pursuant to Section 134 (3)(a) of the Act, the Company has placed draft copy of its Annual Return as at March, 31, 2025 on its website at www.hawcoindia.in under the section 'Disclosures'.
20. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated under Schedule V of the Listing Regulations has been attached to this Annual Report.
A certificate from Mr Shailesh Kachalia, a practicing Company Secretary, regarding compliance with conditions of Corporate Governance as stipulated in the Listing Regulations is annexed to this Report as 'Annexure IV'.
21. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act, your directors state that:
(a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanations relating to material departures;
(b) Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of its profit for the year;
(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operating effectively; and
(f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.
22. MAINTENANCE OF COST RECORDS:
The Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is not required to maintain cost records.
23. SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.
24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details relating to complaints are as follows:
a) Number of complaints of sexual harassment received during the year- Nil
b) Number of complaints disposed off during the year- Question does not arise
c) Number of cases pending for more than ninety days - Question does not arise.
25. MATERNITY BENEFITS:
The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company.
26. GENERAL:
Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year;
i. Details relating to Deposits covered under Chapter V of the Act;
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;
iv. No significant or material orders were passed by Regulators or Courts or Tribunals which impact the Company's going concern status and operations in the future;
v. No material changes and commitments have occurred after close of the year till the date of this report, which might affect the financial position of the Company;
vi. No fraud is reported by auditors under Section 143(12) of the Act;
vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and
viii. There was no instance of one-time settlement with any Bank or Financial Institution.
27. ACKNOWLEDGEMENTS:
The Board sincerely thanks all stakeholders for their continued support.
For and on behalf of the Board
Banwari Lal Jatia
Managing Director
(DIN:00016823)
Dated: 2nd September, 2025
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