Hilreport
Hilreport
Customer Satisfaction
Through consistent & dependable quality of products and services.
People Development
With emphasis on safety, harmony with confidence, innovation & continuous improvement. Hindprakash will provide a
fair opportunity to each one to beat their best, for growth through transparency, trust and honesty.
Society Cares
Through efforts to conserve and improve environment.
Stake Holders
Confidence Through adequate returns and growth of investment.
Associate Confidence
Throug sharing of knowledge & concern for mutual benefit.
Manufacturing Committed to Quality
International Presence
Quality Control: We have In house quality control laboratory for dyestuffs, Intermediates and auxiliaries and technical
services. The consistency in quality for all our supplies is our main goal. We follow all laid down test procedures,
testing methods and agreed standards acceptable internationally and agreed with our customers. The laboratories are
equipped with modern testing instruments such as spectrophotometers, HPLC, dyeing and printing equipments,
fastness test equipments etc.
Environment safety has always been a prime concern for Hindprakash. The people at Hindprakash know their
responsibility towards environment. They have taken due care to ensure a safe environment in and outside the
organization. Thousand of trees and plants have been planted outside the office premises of the group. Pots of plants
are also kept inside the office building and are taken due care of.
The Company is also a part of Common Effluent Treatment Plant of Vatva Industrial Zone where all the three sites i.e.
the Registered Offcie, Warehouse and the Manufacturing Units are situated.
CHAIRMAN’S MESSAGE TO STAKEHOLDERS
Dear Stakeholders,
I, Om Prakash Mangal on behalf of Board of Directors of the Company, extend a warm welcome to all of you to this 14th Annual
General Meeting of the Company. The Annual Report and Audited Accounts of the company for the year ended on 31st March,
2022 have been shared with you before time and I take them as read. I am sure that you would have observed and satisfy with
the good performance performed by the Company despite of this exceptional situation of Covid-19.
The Company has not only prove by financial growth but also have satisfied customers and maintained good relation with
vendors and customers. Company walk together with all the stakeholders and with their best interest.
The company has continued to focus and build its brands, products and reach. Along with this the company has over the years
established high levels of governance and financial discipline. We continue to stay focused on pursuing profitable growth.
The Company is extremely grateful to have a great team on the Board and executives, their guidance, support and wise counsel
which helped us to steer the Company safely during challenging times.
I and my colleagues in the Board are also very glad to have such an excellent team of employees in the Company who give their
best efforts to accomplish the goal of the Company and help us to reach it to the next phase. Without them imagination of
success of the company is not possible. Company cheers all its success with its employees too.
I take this opportunity to thank you for your continued trust and support on this journey. Also thanks to all Customers,
Suppliers, Service Providers, Banker of the company for their wholehearted support and cooperation.
Finally, as always I would like to reiterate our commitment towards delivering consistent results and enhancing shareholder
value.
Corporate Information
15-16
Directors’ Report
TABLE OF CONTENTS 17-30
ORDINARY BUSINESS:
(1) To receive, consider and adopt the Audited Financial Statements for the year ended on March 31, 2022, and the Reports
of the Board of Directors and Auditors thereon.
(2) To appoint a director in place of Mr. Om Prakash Mangal (DIN: 03078228), who retires by rotation and, being eligible,
offers himself for re-appointment.
(3) To declare a final dividend of Re. 1/- (Rupee One Only) per equity share of Rs. 10/- each for the financial year ended
on March 31, 2022.
SPECIAL BUSINESS:
(4) To ratify the remuneration payable to M/s. A.G. Tulsian & Co., Cost Accountants (Firm Registration Number 100629)
Cost Auditor of the Company for the Financial Year ended on March 31, 2023:
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148(3) and any other applicable provision(s), if any, of the
Companies Act, 2013, read with the Rule 14 of Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification(s) or re- enactment(s) thereof, for the time being in force), the consent of the members be and is hereby
accorded to ratify the remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) plus applicable taxes and
reimbursement of out of pocket expenses payable to M/s. A.G. Tulsian & Co., Practicing Cost Accountants (Firm
Registration Number: 100629), Ahmedabad appointed by the Board of Directors of the Company in their meeting held
on August 25, 2022 as Cost Auditor of the Company, based on the recommendation of the Audit Committee, to conduct
the audit of the cost records of the Company for the financial year ended on March 31, 2023;
RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby severally authorized to do all
acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
(5) To increase the Authorised Share Capital of the Company and make consequent alteration in Clause V of the
Memorandum of Association:
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 61 read with Section 13 and other applicable provisions, if
any, of the Companies Act, 2013 and the relevant rules framed thereunder including any statutory modifications or re-
enactments thereof for time being in force, the Authorised Share Capital of the Company be and is hereby increased
from existing Rs. 11,50,00,000/- [Rupees Eleven Crore Fifty Lakh Only] divided into 1,15,00,000 [One Crore Fifteen
Lakh] Equity Shares of Rs.10/- [Rupees Ten Only] each to Rs. 12,50,00,000/- [Rupees Twelve Crore Fifty Lakh Only]
divided into 1,25,00,000 [One Crore Twenty Five Lakh] Equity Shares of Rs.10/- [Rupees Ten Only] each. Consecutively
the existing clause V of the Memorandum of Association of the Company be and is hereby substituted by the following
new clause “V”:
V. The Authorised Share Capital of the Company is Rs. 12,50,00,000/- [Rupees Twelve Crore Fifty Lakh Only] divided
into 1,25,00,000 [One Crore Twenty Five Lakh] Equity Shares of Rs.10/- [Rupees Ten Only] each.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take any necessary
steps and to do all the acts, deeds and things as may be necessary to give effect to the above resolution.”
IMPORTANT NOTES:
1. In view of circulars issued by the Ministry of Corporate Affairs (MCA) vide General Circular No. 14/2020 dated April 8,
2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General
Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular
No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No.
19/2021, General Circular No. 20/2021 dated December 08, 2021 and General Circular no. 21/2021 dated December
14, 2021 and General Circular No. 03/2022 dated May 05, 2022 (“MCA Circulars”) and Circular number
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India (SEBI)
(collectively referred to as “Applicable Circulars”) the forthcoming AGM will thus be held through video conferencing
(VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through
VC/OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.
2. Pursuant to the provisions of the Companies Act 2013, a Member entitled to attend and vote at the AGM is entitled to
appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this
AGM is being held pursuant to the applicable circulars, through VC / OAVM, physical attendance of Members has been
dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM
and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
4. Pursuant to applicable Circulars, the shareholders who have not submitted their email addresses and in consequence
to whom the Notice of AGM along with Annual Report could not be serviced, may temporarily get their e-mail addresses
registered with the Company’s Registrar and Share Transfer Agent, Bigshare Services Private Limited or with the
Company by sending an e mail before the date of AGM at [email protected] or [email protected], Post
successful registration of the e-mail address, the shareholder would get soft copy of Notice of AGM along with Annual
Report with user-id and the password to enable e-voting for AGM. In case of any queries, shareholder may write to the
Company at [email protected] or to Registrar and Transfer Agent at [email protected].
5. It is clarified that for permanent submission of e-mail address, the shareholders are however requested to register
their email address, in respect of electronic holdings with the depository through the concerned depository
participants, by following the due procedure.
6. Those shareholders who have already registered their e-mail address are requested to keep their e-mail addresses
validated with their depository participants / the Company’s Registrar and Share Transfer Agent, Bigshare Services
Private Limited to enable servicing of notices / documents / annual Reports electronically to their e-mail address.
7. Members are requested to notify immediately, the information regarding change of address and bank particulars to
their respective Depository Participant.
8. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the
Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section
189 of the Companies Act, 2013 and other necessary registers and documents will be available for inspection by the
members on request by sending an e-mail to the company on [email protected].
9. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05,
2020 the Company is providing facility of remote e-voting to its Members in respect of the businesses to be transacted
at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India)
Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of
casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided
by CDSL.
10. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the
AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not
include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors,
Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without
restriction on account of first come first served basis.
11. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining
the quorum under Section 103 of the Companies Act, 2013.
12. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for
the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies
Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate
can attend the AGM through VC/OAVM and cast their votes through e-voting.
13. In case of joint holders attending the Meeting, the member whose name appears as the first holder in the order of
names as per Register of Members will be entitled to vote.
14. Institutional /Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy
(PDF/JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to
attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting/ evoting means at the time of
AGM. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address
to [email protected] with a copy marked to [email protected].
15. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Annual Report and
Notice calling the AGM will be uploaded on the website of the Company at www.hindprakash.in. The same can also be
accessed from the website of the Stock Exchange i.e. NSE Limited at www.nseindia.com. The AGM Notice is also
disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during
the AGM) i.e. www.evotingindia.com.
16. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, setting out material
facts in respect of the Item No. 4 and 5 is annexed hereto.
17. Since the AGM will be held through VC/OAVM in accordance with the Applicable Circulars, the route map is not
attached to this Notice.
18. Mr. Uday Dave (C.P. No. 7158) failing him Mr. Umesh Parikh (C.P. No. 2413), Partners of Parikh Dave & Associates,
Practicing Company Secretaries, have been appointed as Scrutinizer to scrutinize the E voting process (including
electronic voting at AGM) in fair and transparent manner. The Scrutinizers will submit their consolidated report on
voting within two working days of the conclusion of AGM to the Chairman or his authorised person and the Chairman
or his authorised person shall announce the voting results after receipt of the Scrutinizers’ report. The Results declared
along with the Scrutinizer’s Report shall be placed on the Company’s website www.hindprakash.in and on the website
of CDSL immediately and communicated to the NSE.
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND JOINING VIRTUAL MEETINGS ARE
AS UNDER:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in
demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual
shareholders in demat mode.
i. The voting period begins on Saturday, September 24, 2022, 09:00 a.m. and ends on Monday, September 26, 2022,
5.00 p.m. During this period shareholders’ of the Company, holding shares, as on the cut-off date (record date) of
Tuesday, September 20, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for
voting thereafter.
ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation
44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’
resolutions. Accordingly, company has made necessary arrangements for providing e-voting facility.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India.
This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the
shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to
enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/
websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without
having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing
ease and convenience of participating in e-voting process.
STEP 1: ACCESS THROUGH DEPOSITORIES CDSL/NSDL E-VOTING SYSTEM IN CASE OF INDIVIDUAL SHAREHOLDERS
HOLDING SHARES IN DEMAT MODE.
iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility
provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants. Shareholders are advised
to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual
shareholders holding securities in Demat mode CDSL/NSDL is given below:
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. CDSL and NSDL:
Individual Shareholders holding securities in Demat Members facing any technical issue in login can contact NSDL
mode with NSDL helpdesk by sending a request at [email protected] or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
STEP 2: ACCESS THROUGH CDSL E-VOTING SYSTEM IN CASE OF SHAREHOLDERS HOLDING SHARES IN PHYSICAL
MODE AND NON-INDIVIDUAL SHAREHOLDERS IN DEMAT MODE.
v. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than
individual holding in Demat form.
For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
OR Date of Birth (DOB) demat account or in the company records in order to login.
If both the details are not recorded with the depository or company, please enter the
member id / folio number in the Dividend Bank details field.
viii. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
ix. Click on the EVSN for the relevant HINDPRAKASH INDUSTRIES LIMITED on which you choose to vote.
x. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO
implies that you dissent to the Resolution.
xi. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.
If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify
your vote.
xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xiv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xv. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code
and click on Forgot Password & enter the details as prompted by the system.
xvi. Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to
www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of
the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter
etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the
Company at the email address viz; [email protected] (designated email address by company), if they have
voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING
MEETING ARE AS UNDER:
1) The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above
for e-voting.
2) The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful
login as per the instructions mentioned above for e-voting.
3) Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not
be eligible to vote at the AGM.
4) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting.
6) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7) Shareholders who would like to express their views/ask questions during the meeting may register themselves as a
speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account
number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak
during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name,
demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied
to by the company suitably by email.
8) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the meeting.
9) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the
Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-
Voting system available during the AGM.
10) If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders
have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be
considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the
meeting.
1) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the
share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy
of Aadhar Card) by email to Company/RTA email id.
2) For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
3) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository
Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an
email to [email protected] or contact at toll free no. 1800 22 55 33
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager,
(CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M
Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no.
1800 22 55 33.
INFORMATION ON DIVIDEND:
I. Subject to approval of the Members at the AGM, the dividend will be paid within 30 days from the conclusion of the
AGM, to the Members whose names appear on the Company’s Register of Members / beneficial owners as on the
Record Date i.e. Tuesday, September 20, 2022.
II. Payment of dividend shall be made through electronic mode to the Shareholders who have updated their bank
account details. In case the payment of dividend may not be made through electronic mode due to various reason,
Dividend warrants / demand drafts will be dispatched to the registered address of the shareholders who have not
updated their bank account details.
III. Shareholders are requested to register/ update their complete bank details with their Depository Participant(s)
with whom they maintain their demat accounts if shares are held in dematerialized mode by submitting the
requisite documents.
IV. Pursuant to the Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020 and
the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For
the prescribed rates for various categories, please refer to the Finance Act, 2020/Income Tax Act, 1961 and the
amendments thereof. The shareholders are requested to update their PAN with the DP (if shares held in electronic
form).
A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration
in Form No. 15G / 15H, to avail the benefit of non-deduction of tax at source by e-mail to [email protected]
by September 20, 2022. Shareholders are requested to note that in case their PAN is not registered, the tax will be
deducted at a higher rate of 20%.
Non-resident shareholders [including Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)]
can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing
necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency
Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose
the shareholder may submit the above documents (PDF / JPG Format) by e-mail to [email protected]. The
aforesaid declarations and documents need to be submitted by the shareholders by September 20, 2022.
V. The Company has fixed Tuesday, September 20, 2022 as the ‘Record Date’ for determining entitlement of members
to receive dividend for the FY 2021-22, if approved at the AGM.
VI. Those members whose names are recorded in the Register of Members or in the Register of Beneficial Owners
maintained by the Depositories as on the Record Date shall be entitled for the dividend which will be paid within
30 days from the conclusion of the AGM, subject to applicable TDS.
I. Shareholder can waive/forgo the right to receive the dividend (either final and/or interim) if any, declared by the
company, to which he is entitled, on some or all the Equity Shares held by him in the Company as on the Record
Date i.e. Tuesday, September 20, 2022 fixed for determining the names of Members entitled for such dividend.
II. However, the shareholders cannot waive/forgo the right to receive the dividend (either final and/or interim) for a
part of percentage of dividend on share(s). The prescribed form (available on the website of the Company) once
filled with required data asked for, shall be sent to the Company by post or courier or through e-mail ID on
[email protected] on or before Record Date i.e. Tuesday, September 20, 2022.
III. The Equity Shareholder(s) who wish to waive/forgo the right to receive the dividend for the Financial Year 2021-
22 shall inform in advance to the Company in the prescribed form, which is available on the website of the Company
i.e. www.hindprakash.in.
IV. In case of joint holders holding the Equity Shares of the Company, all the joint holders are required to intimate to
the Company in the prescribed form (available on the website of the Company) about their decision of
waiving/forgoing their right to receive the dividend from the Company.
V. Further, for detailed understanding on waiver of dividend, the shareholder can check the Hindprakash Industries
Limited (Waiver of Dividend) Rules available on the website of the Company i.e. www.hindprakash.in. The same
has been approved and adopted by the Board of Directors of the Company and which came into effect on 29th
August, 2020.
Utsav Trivedi
Date: August 25, 2022
Company Secretary & Compliance Officer
Place: Ahmedabad
Membership No.: A57058
ITEM NO.4:
ORDINARY RESOLUTION
To ratify remuneration payable to Cost Auditor for the Financial Year 2022-23:
The Board of Directors at its meeting held on August 25, 2022, upon the recommendation of the Audit Committee, approved
the appointment of M/s. A.G. Tulsian & Co., Practicing Cost Accountants (Firm Registration Number 100629), to conduct
the audit of the Cost records of the Company for the Financial Year ending on March 31, 2023 at a remuneration of Rs.
30,000/- (Rupees Thirty Thousand Only) excluding all applicable taxes and reimbursement of out of pocket expenses.
In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014 (as amended or re-enacted from time to time) the remuneration as mentioned above, payable to the
Cost Auditors, is required to be ratified by the Members of the Company.
The Board recommends the resolution set out under Item No. 4 for the approval of the Members by way of passing an
Ordinary Resolution.
None of the Directors or Key Managerial Personnel of the Company or their relatives, are, in any way, concerned or
interested, financially or otherwise, in the aforesaid resolution.
ITEM NO.5:
ORDINARY RESOLUTION
To increase the Authorised Share Capital of the Company and make consequent alteration in Clause V of the
Memorandum of Association:
To broad base the capital structure of the Company and to enable the Company to issue further shares in future it would
be necessary to increase in the existing Authorized Share Capital of the Company. The present Authorised Share Capital of
the Company is Rs. 11,50,00,000/- [Rupees Eleven Crore Fifty Lakh Only] divided into 1,15,00,000 [One Crore Fifteen Lakh]
Equity Shares of Rs.10/- [Rupees Ten Only] each.
The Board of Directors at its Meeting held on August 25, 2022, proposed to increase the Authorised Share Capital of the
Company from existing Rs. 11,50,00,000/- to Rs. 12,50,00,000/- divided into such number of shares as mentioned in the
resolution subject to approval of the Members and accordingly to amend the Memorandum of Association of the Company.
In accordance with the provisions of the Companies Act, 2013 approval of members by way of ordinary resolution is
required to increase the Authorised Share Capital.
None of the Directors or Key Managerial Personnel of the Company or their relatives, are, in any way, concerned or
interested, financially or otherwise, in the aforesaid resolution.
The draft of amended Memorandum of Association has been placed on the website of the Company - www.hindprakash.in
for Members’ Inspection.
NAME DESIGNATION
Mr. Om Prakash Mangal Chairman & Non-Executive Director
Mr. Sanjay Prakash Mangal Managing Director
Mr. Santosh Narayan Nambiar Whole time Director
Mrs. Rachana Abhinav Agrawal (resigned w.e.f. 20th January, 2022) Non-Executive Director
Mr. Sanjaykumar Gupta (resigned w.e.f. 8th February, 2022) Independent Director
Mr. Jitendra Kumar Sharma Independent Director
Ms. Apeksha Vyas (appointed w.e.f. 20th January, 2022) Independent Director
Mr. Rushabh Shah (appointed w.e.f. 20th January, 2022) Independent Director
NAME DESIGNATION
Mr. Sanjay Prakash Mangal Managing Director
Mr. Santosh Narayan Nambiar Whole time Director
Mr. Hetal Shah Chief Financial Officer
Mr. Utsav Trivedi Company Secretary & Compliance Officer
AUDIT COMMITTEE
NAME DESIGNATION
Mr. Rushabh Shah Chairman
Mr. Jitendra Kumar Sharma Member
Mr. Santosh Narayan Nambiar Member
NAME DESIGNATION
Mr. Rushabh Shah Chairman
Mr. Jitendra Kumar Sharma Member
Ms. Apeksha Vyas Member
NAME DESIGNATION
Ms. Apeksha Vyas Chairperson
Mr. Rushabh Shah Member
Mr. Sanjay Prakash Mangal Member
Internal Auditors:
Mr. Dheeraj Tak
Your Directors take pleasure in presenting the 14th Annual Report on business and operations along with the Audited
financial statements and the Auditor’s report of the Company for the financial year ended on 31st March, 2022.
FINANCIAL HIGHLIGHTS:
During the year under review, Total Revenue from operational including other income was Rs. 10,479.09 Lakhs against Rs.
9158.37 Lakhs in the previous year. The Company has earned net profit of Rs. 280.52 Lakhs in the current financial year
against net profit of Rs. 240.73 Lakhs in the previous financial year.
The Company’s financial performance, for the year ended March 31, 2022 is summarized below: (Rs. in Lakhs)
SHARE CAPITAL:
The authorised share capital of the company as on date of balance sheet is Rs. 11,50,00,000/- divided into 1,15,00,000
equity shares of face value of Rs.10/- each.
The paid up share capital of the company as on date of balance sheet is Rs.10,42,24,110/- divided into 1,04,24,110 equity
shares of face value of Rs.10/- each.
There was no change in the share capital of the Company during the financial year under review.
STATUS OF SHARES:
As the members are aware, the company’s shares are compulsorily tradable in electronic form. As on March 31,
2022, 100.00% of the company’s total paid up capital representing 1,04,24,110 shares are in de-materialized form.
OTHER SHARES:
Apart from the equity shares as stated above, the company has not issued any other class of shares i.e. equity shares with
differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no
information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.
After closing of the year under review, the Company issued 10,00,000 Convertible Equity Warrants at a price of Rs. 82/-
per Warrant (convertible into equivalent number of fully paid up Equity Shares of face value of Rs. 10/- each at a premium
of Rs. 72/- each), the details of which are as under:
The said preferential issue of convertible warrants to allottee belonging to Promoter / Promoter Group and public has
been approved by shareholders at the extra-ordinary general meeting held on July 6, 2022.
The Company has received in-principal approval from National Stock Exchange of India Limited for issue of said
convertible warrants on June 23, 2022 vide letter no. NSE/LIST/31409.
DIVIDEND AND RESERVES:
During the year under review, your Directors recommended payment of dividend Re. 1/- per share (i.e. 10% divided on
the face value of shares) on Equity Shares of face value of Rs. 10/- each. Further the Company has not transferred any
amount to reserves during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid / unclaimed dividend during the year under review, the Company is not required to transfer
any amount to the Investor Education and protection fund as required under the provision of Section 125 of the Companies
Act, 2013.
STATE OF THE COMPANY’S AFFAIRS:
The state of the Company affairs forms an integral part of Management Discussion and Analysis Report which is annexed
as "Annexure-V"” to the report.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there is no Change in the nature of the business of the Company.
MIGRATION TO MAIN BOARD:
Pursuant to Regulation 280(2) read with Regulation 277 under Chapter IX of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements), Regulations, 2018 and the SEBI (LODR) Regulations, 2015, the members
Further after closing of the year under review the members of the Company, passed Special Resolution through Postal
Ballot process on May 26, 2022 and approved for migration of Securities of the Company from SME Emerge Platform of
National Stock Exchange of India Limited (‘NSE’) to the Main Board of BSE (In addition to main board of NSE).
PUBLIC DEPOSIT:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the
Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. Hence, the requirement for furnishing the details of deposits in compliance with Chapter V of the Act is not
applicable.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186:
The details of the loans, guarantees and investments are provided in the notes to the audited financial statements annexed
with the Annual Report.
CORPORATE GOVERNANCE:
The Company is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR)
Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and
clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of SEBI (LODR)
Regulations, 2015 is not applicable to the Company as the shares of the Company are listed on SME platform of National
Stock Exchange. However, as a part of good corporate governance the Company is complying with the majority of the
provisions of the corporate governance voluntarily.
DIVIDEND DISTRIBUTION POLICY:
As the Company is not falling under the criteria provided in Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, as on the date of the balance sheet for the financial year 2021-22,
the Company is not required to prepare Dividend Distribution policy.
ANNUAL RETURN:
The Annual Return in Form MGT-7 pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as on March 31, 2022 is available on the Company’s website on
www.hindprakash.in.
DIRECTORS & KEY MANAGEMENT PERSONNEL:
Independent Directors. The composition of the Board is in conformity with the provisions of Section 149 of the Act
and SEBI (LODR) Regulations.
The Board Comprise of the following:
During the Financial year 2021-22, the Board of Directors meet 8 (Eight) times. . The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013. The details which are as mentioned below:
Cessations:
Mrs. Rachana Agrawal (DIN: 02935245), Non-Executive Director has resigned from the Board with effect from January
20, 2022.
Mr. Sanjay Gupta (DIN: 07762680), Independent Director has resigned from the Board with effect from February 08,
2022.
The Board of Directors places on record its appreciation for assistance and guidance provided by Mrs. Rachana
Agrawal and Mr. Sanjay Gupta as Director of the Company during their tenure. The Company will cherish the valuable
guidance provided by them during the tenure of their directorship. The Board of Directors wish them a healthy and
peaceful life.
Retirement by Rotation:
In accordance with the provisions of the Companies Act 2013 and Company’s Articles of Association, Mr. Om Prakash
Mangal (DIN: 03078228) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment. The Board recommends his re-appointment.
As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director retiring and seeking
reappointment at the ensuing Annual General Meeting is annexed to the notice convening the Annual General Meeting.
Audit Committee:
The Company has constituted a qualified and Independent Audit Committee on July 04, 2019, which acts as a link
between the Statutory and Internal Auditors and the Board of Directors. The very purpose of the Audit Committee is
to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing
the Company’s established systems and processes for Internal financial controls, governance and reviewing the
Company’s Statutory and Internal Audit activities. The Committee is in compliance with the provisions of Regulation
18 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.
At the beginning of the financial year 2021-22, the Audit Committee was comprised of Mr. Sanjay Gupta, Independent
Director (Chairman), Mr. Jitendra Kumar Sharma, Independent Director (Member) and Mr. Santosh Narayan Nambiar,
Wholetime Director (Member). Thereafter, The Board of Directors of the Company, in its meeting held on January 20,
2022 has re- constituted the Audit Committee and appointed Mr. Rushabh Shah, Independent Director as a Chairman
of the Audit Committee in place of Mr. Sanjay Gupta.
At present the Audit Committee comprises of following Members:
SR. NO NAME OF MEMBERS DESIGNATION
1. Mr. Rushabh Shah (Non-Executive & Independent Director) Chairman
2. Mr. Jitendra Kumar Sharma (Non-Executive & Independent Director) Member
3. Mr. Santosh Narayan Nambiar (Wholetime Director) Member
The Company Secretary of the Company acts as the Secretary of the Committee.
Details of Meetings and attendance:
During Financial Year 2021-22, Five (5) Audit Committee Meetings were held on April 20, 2021, June 28, 2021, August
23, 2021, November 13, 2021 and March 05, 2022. Necessary quorum was present in all the Audit Committee
Meetings. The time gap between any two Audit Committee Meetings was not more than one hundred and twenty days.
The details of attendance of each Member at the Audit Committee Meetings during the Financial Year 2021-22 is given
below:
Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of Shareholders of the Company.
The members of the Audit Committee have the requisite qualification for appointment on the Committee and possess
sound knowledge of finance, accounting practices and internal controls.
Chairman of the Nomination and Remuneration Committee attended the last Annual General Meeting (AGM) of
Shareholders of the Company.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated
the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy
relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been placed on the
Website of the Company at www.hindprakash.in and the same is also attached as ‘Annexure-VI’ to this report.
At the beginning of the financial year 2021-22, the Stakeholders Relationship Committee was comprised of Mrs.
Rachana Agrawal, Non-Executive Director, (Chairperson), Mr. Sanjay Gupta, Independent Director (Member), Mr.
Sanjay Prakash Mangal, Managing Director (Member) Thereafter, The Board of Directors of the Company, in its
meeting held on January 20, 2022 has re- constituted the Stakeholders Relationship Committee and appointed Ms.
Apeksha Vyas, Independent Director as a Chairperson and Mr. Rushabh Shah, Independent Director as a Member of
the Stakeholders Relationship Committee in place of Mrs. Rachana Agrawal and Mr. Sanjay Gupta.
During Financial Year 2021-22, Two (2) Stakeholders Relationship Committee Meetings were held on October 18,
2021 and March 05, 2022. Necessary quorum was present in all the meetings.
The details of attendance of members at the Stakeholders Relationship Committee Meetings is given below:
Name of Members Designation No. of No. of Meetings No. of Meetings
Meetings eligible to attended during
held during attend the
the during the F.Y. F.Y. 2021-
F.Y. 2021-22 22
2021-
22
Ms. Apeksha Vyas Chairperson 2 1 1
(Non-Executive & Independent Director)
Mr. Rushabh Shah Member 2 1 1
(Non-Executive & Independent Director)
Mr. Sanjay Prakash Mangal Member 2 2 2
(Managing Director)
Mrs. Rachana Agrawal Chairperson 2 1 1
(Non-Executive Director)
Mr. Sanjay Gupta Member 2 1 1
(Non-Executive & Independent Director)
DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form
MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance
with the Code of Conduct of the Company.
COMPLIANCE OFFICER:
The Compliance officer of the Company is Mr. Utsav Trivedi, who is a qualified Company Secretary.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for
Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports etc.
Whistle blower policy is disclosed on the website of the Company at www.hindprakash.in.
The following is a summary of Protected Disclosures received and disposed off during the year 2021-22:
No. of Protected Disclosures received : NIL
No of Protected Disclosures disposed off : NIL
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof, M/s. K K A K & Co., Chartered
Accountants, (Firm Registration No.: 148674W) Ahmedabad have been appointed as Statutory Auditors of the
Company for a period of five years, who shall hold office till the conclusion of the Annual general Meeting to be held
for the financial year ending on 31st March, 2025. The present statutory auditors of the company will continue to act
as statutory auditor till the expiry of their present term.
There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors’ of the
Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’
Report is enclosed with the financial statements in this Annual Report.
Reporting of frauds by Auditors:
During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143
(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which
would be required to be mentioned in the Directors’ Report.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company
has appointed Ms. Sudhanya Sengupta, Practicing Company Secretary to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for FY 2021-22 is annexed, and forms part of this report as “Annexure-III”.
There are no qualifications or reservations or adverse remarks or disclaimers given by Secretarial Auditors of the
Company.
COST AUDITORS:
In terms of the provisions of Section 148 of the Act, during the year under review the appointment of the Cost Auditors
does not apply to the Company. However, from the Financial Year 2022-23, the said provision becomes applicable to
the Company and accordingly the Company has appointed M/s. A.G. Tulsian & Co., Practicing Cost Accountants (Firm
Registration Number: 100629) as Cost Auditors for conducting cost audit for the year 2022-23. Necessary resolution
for ratification of remuneration payable to cost auditor is included in the notice of this Annual General Meeting.
The Directors of the Company to the best of their knowledge and belief state that the Company has maintained
adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of the
Companies Act, 2013 read with the relevant Rules framed thereunder.
INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company
has appointed Mr. Dheeraj Tak as the Internal Auditor of the Company.
PARTICULARS OF EMPLOYEES:
The information as required under the provisions of Section 197 of the Act, read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 is annexed to this Board’s Report as “Annexure-
IV”.
The statement containing particulars of employees as required under section 197 of the Act, read with Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In
terms of Section 136 of the Act, 2013, the Report and financial statements are being sent to the members and others entitled
thereto, excluding the information on employee’s particulars which is available for inspection by members at the registered
office of the Company during business hours on working days of the Company. If any member is interested in obtaining a
copy thereof, such member may write to the Company Secretary in this regard.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 with regard to the Corporate Social Responsibility (CSR) are not
applicable to the Company during the year under review.
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:
There were no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year of the Company and the date or report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and Company’s operations in future.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the FY 2021-22 were on an arm’s length basis and in the
ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company
during the year that required shareholders’ approval under Regulation 23 of the Listing Regulations. Prior approval from
the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the
Committee from time to time at reasonable interval.
The Company presents all related party transactions before the Board specifying the nature, value, and terms and
conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest
of the Company and Stakeholders as utmost priority.
Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in
prescribed Form AOC-2 is attached as an ‘Annexure I’ to this Report.
LISTING:
The Equity Shares of your Company are listed and actively traded on the SME Emerge Platform of National Stock Exchange
of India Limited (‘NSE’). The Company had paid annual listing fees to the stock exchange for the Financial Year 2022-23
within the stipulated time.
HUMAN RESOURCE:
The company considers its Human Resources as the key to achieve its objectives. Keeping this in view, the company takes
utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the
driving force behind the company’s vision. The company appreciates the spirit of its dedicated employees.
During the year under review in the situation of ongoing Covid 19 pandemic times the Company has taken utmost care of
its employees and have followed all the protocols as issued by the Government from time to time including frequent hand
sanitization, wearing of masks, keeping social distancing , maintaining proper hygiene among other protection measures
from time to time.
SECRETARIAL STANDARDS:
The Board of Directors of the Company confirms to the best of their knowledge and belief that the Company has complied
with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India as
amended from time to time and made applicable by the Ministry of Corporate Affairs during the year under review.
APPRECIATION AND ACKNOWLEDGEMENT:
Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers,
suppliers and other business associates for the excellent support and cooperation extended by them.
Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State
Governments, Stock Exchange, SEBI, RBI and Registrar of Companies, Gujarat and other Regulatory Bodies.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred
to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis:
All contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 are at arms’ length basis.
2. Details of contracts or arrangements or transactions at Arm’s length basis:
(Amount in Rs. In Lakhs)
Sr. No. Particulars RPT – 1 RPT – 2 RPT- 3
2. Nature of contracts/ Lease Rent Paid Warehouse Charges Paid Sale of Goods
arrangements/ transactions
01/04/2021 01/04/2021 01/04/2021
3. Duration of the contracts/
- - -
arrangements/ transactions
31/03/2022 31/03/2022 31/03/2022
4. Salient terms of the contracts or At prevailing prices on At prevailing prices on At prevailing prices on
arrangements or transactions arm’s length basis and arm’s length basis and on arm’s length basis and on
including the value, if any on Industry practice Industry practice terms Industry practice terms
terms
Total Transaction Value – Total Transaction Value –
Total Transaction Value
0.93 Lakhs 0.03 Lakhs
–
2.62 Lakhs
5. Date(s) of approval by the Board Approval taken in the Approval taken in the Approval taken in the
Audit Committee Audit Committee Meeting Audit Committee Meeting
Meeting and considered and considered by the and considered by the
by the Board thereafter. Board thereafter. Board thereafter.
Sr.
Particulars RPT – 4 RPT – 5 RPT- 6
No.
1. Name(s) of the related party and Hindprakash Organic Sanjay Prakash Mangal Dimple Mangal
nature of relationship Private Limited
(Managing Director) (Wife of Mr. Sanjay
(A private company in Prakash Mangal)
which a director or
manager or his relative
is a member or director)
2. Nature of contracts/ Business Promotion Payment of royalty fees Salary Paid by Company
arrangements/ transactions Expenses Paid for use of trademark
3. Duration of the contracts/ 01/04/2021 01/09/2021 01/04/2021
arrangements/ transactions - - -
31/03/2022 31/08/2022 31/03/2022
4. Salient terms of the contracts or At prevailing prices on At prevailing prices on At prevailing prices on
arrangements or transactions arm’s length basis and arm’s length basis and on arm’s length basis and on
including the value, if any on Industry practice Industry practice terms Industry practice terms
terms
Total Transaction Value – Total Transaction Value –
Total Transaction Value
1.00 Lakhs 18.00 Lakhs
–
6.87 Lakhs
5. Date(s) of approval by the Board Approval taken in the Approval taken in the Approval taken in the
Audit Committee Audit Committee Meeting Audit Committee Meeting
Meeting and considered and considered by the and considered by the
by the Board thereafter. Board thereafter. Board thereafter.
The Company has taken measures and applied strict control system to monitor day to day power consumption, to
endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to
day consumption is monitored and various ways and means are adopted to reduce the power consumption in an
effort to save energy.
2. The steps taken by the company for utilizing alternate sources of energy:
Company has not taken any step for utilizing alternate sources of energy.
B. Technology Absorption:
Company has not imported any technology and hence there is nothing to be reported here.
C. Foreign Exchange Earning And Outgo:
I. The total foreign exchange earned Rs. 2,76,02,887/- (Previous Year Rs. 5,02,79,612/-)
II. The total foreign exchange outgo Rs 8,27,23,065/- (Previous Year Rs. 9,51,32,371/-)
TO THE MEMBERS OF
HINDPRAKASH INDUSTRIES LIMITED
301, Hindprakash House,
Plot No.10/6, G.I.D.C., Vatva,
Ahmedabad – 382445,
Gujarat, India.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good
corporate practices by HINDPRAKASH INDUSTRIES LIMITED (hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by the Company, its officers, agents and authorized
representatives whether electronically or otherwise during the conduct of secretarial audit; we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on March 31, 2022 complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on March 31, 2022 according to the provisions of:
1) The Companies Act, 2013 (the Act) and the Rules made thereunder;
2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (up to 12th August,
2021) and The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (with effect from 13th August, 2021)- Not applicable during the year under review;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (up to 16th
August 2021)- Not applicable during the year under review;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act, 2013 and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (up to 9th June 2021)
and The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (with effect from
10th June 2021)- Not applicable during the year under review;
(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 – Not applicable to the
Company during the year under review;
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015-
to the extent applicable being SME Listed Company;
(j) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
(with effect from 16th August 2021) - Not applicable during the year under review.
We have also examined compliance with the applicable Standards / Clauses / Regulations of the following:
I. Secretarial Standards issued by The Institute of the Company Secretaries of India (ICSI) and made effective from
time to time.
II. The Uniform Listing Agreement entered into by the Company with National Stock Exchange of India Limited
(Emerge SME platform).
During the Audit period under review, the Company has complied with the applicable provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. as mentioned above.
During the audit period under review there were no specific laws which were exclusively applicable to the Company /
Industry. However, the Company has complied with the material aspects of the following significant laws applicable to the
Company being engaged in manufacturing and trading of Dyes, Auxiliaries, Intermediates and Chemicals:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board that took place during the year under
review were carried out in compliance of the provisions of Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the
minutes.
The Compliance by the Company of the applicable financial laws like Direct and Indirect Tax laws, has not been reviewed
in this Audit since the same have been subject to the review by the Statutory Auditor(s) and other designated professionals.
During the Audit period under review, the material event in pursuance of the above mentioned laws, rules, regulations,
guidelines, standards, etc. is as mentioned below:
The members of the Company through postal ballot, approved migration of equity shares from NSE Emerge (SME
Platform of NSE) to the Main Board of NSE and In-Principal approval for the same has been received from NSE.
Apart from the above there were no other instances of:
Sudhanya Sengupta
Practicing Company Secretary
M. No.: F7057 C.P No.: 7756
Place : Kolkata Peer Reviewer Code: 747
Date : August 25, 2022 UDIN: F0075057D000844621
Notes:
1. This report is to be read with our letter of even date which is annexed as Annexure – A and forms an integral part of
this report.
TO THE MEMBERS OF
HINDPRAKASH INDUSTRIES LIMITED
Our Secretarial Audit Report for the Financial Year ended 31st March, 2022 is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in Secretarial records. We believe that the process and practices followed by us provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and
regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
Sudhanya Sengupta
Practicing Company Secretary
M. No.: F7057 C.P No.: 7756
Place : Kolkata Peer Reviewer Code: 747
Date : August 25, 2022 UDIN: F0075057D000844621
During the year ended 31st March 2022, the company achieved a total net sale of Rs. 10,368.87 Lakhs and achieved net
profit after tax of Rs. 280.52 Lakhs.
The outbreak of Covid-19 pandemic globally and in India is causing significant disturbance and slowdown of economic
activity. Considering the fact that the situation is exceptional and is changing dynamically, the Company is not in a position
to gauge with certainty the future impact on its operations. Your directors are confident about the company achieving its
growth objectives in coming years.
ECONOMIC / INDUSTRY OVERVIEW:
Global Scenario:
The global chemicals industry, estimated at US$ 2.4 trillion, is one of the fastest growing sectors of the manufacturing
industry. The industry growth exceeds that of the manufacturing sector, despite the challenges of escalating crude oil
prices and demanding international environmental protection standards which are now adopted globally.
Pharmaceuticals and petrochemicals are the two biggest segments in chemicals that account for approximately 26 per
cent and 35 per cent respectively of the overall industry size. Europe, is the largest consumer of chemicals in the world,
accounting for approximately half the global chemical consumption, USA consumes approximately one-fifth. The
global chemicals industry is being shaped by the following trends that are impacting business models, processes and
product segments of multinational players.
Indian Scenario:
The Chemical industry in India provides several building blocks and raw materials for many industries, including
textiles, paper, paints, soap and detergents, pharmaceuticals and agrochemicals.
The Chemical industry (including fertilizers and pharmaceuticals) in India stands at USD 178 Bn as of 2019 which is
expected to reach USD 300 Bn by 2024-25 at an annual growth rate of 9.3%.
India's Chemical Industry ranks at the 6th position in the world and 4th position in Asia in terms of size.
The chemical industry has a market size of USD 300 bn in 2024-25.
Indian Chemical industry is 4th largest in Asia.
Chemical sector contributes 2.1% to the total FDI equity inflows in the country.
The government has targeted to increase the ethanol blending to 10 per cent by 2022 and 20 per cent by 2025 which
is at 1.58 presently.
Indian chemicals and petrochemicals industry is growing to new heights, looking forward to an investment of INR 8
lakh cr by 2025.
The Indian government recognises chemical industry as a key growth element and forecast to increase share of the
chemical sector to 25% of the GDP in the manufacturing sector by 2025.
Under the Union Budget 2021-22, the government allocated Rs. 233.14 crore (US$ 32.2 million) to the Department of
Chemicals and Petrochemicals.
The Government of India is considering launching a production linked incentive (PLI) scheme in the chemical sector
to boost domestic manufacturing and exports.
A 2034 vision for the chemicals and petrochemicals sector has been set up by the government to explore opportunities
to improve domestic production, reduce imports and attract investments in the sector. The government plans to
implement production-link incentive system with 10-20% output incentives for the agrochemical sector; to create an
end-to-end manufacturing ecosystem through the growth of clusters.
In October 2020, the government urged players in the agrochemicals industry to come out with new molecules of
global standards for the farmers' benefit, while CropLife India, the industry body, pitched for stable policies and
regulatory regimes to boost growth in the sector.
100% FDI is allowed under the automatic route in the chemicals sector with few exceptions that include hazardous
chemicals. Total FDI inflow in the chemicals (other than fertilisers) sector reached US$ 18.06 billion between April
2000 and September 2020.
The government has proposed several incentives for setting up a sourcing or manufacturing platform within an Indian
SEZ:
Effective April 1, 2020, 100% Income Tax exemption on export income for SEZ units for the first five years, 50% for
the next five years thereafter and 50% of the ploughed back export profit for next five years.
Single window clearance for central and state-level approvals.
Duty free import/domestic procurement of goods for development, operation and maintenance of SEZ units.
ROAD AHEAD:
The Indian chemical industry has numerous opportunities considering the supply chain disruption in China and trade
conflict among the US, Europe and China. Anti-pollution measures in China will also create opportunities for the Indian
chemical industry in specific segments.
Registered Office 301, Hindprakash House Plot No.10/6, Phase-I, GIDC, Vatva, Ahmedabad-382445, Gujarat, India
Factory Plot No. A2-114 &115, GIDC, Industrial Estate, Phase-II, Vatva, Ahmedabad
Leasehold Land/Plot Plot No. T-10 to T-12, Saykha Industrial Estate, GIDC, Ta. Vagra, Dist. Bharuch, Ahmedabad
MANUFACTURING PROCESS:
The Manufacturing of dyes, auxiliaries & chemicals require various processes to obtain final product. The major steps
include:
PRODUCT PORTFOLIO:
BUSINESS STRATEGY:
Going forward to our business strategy will rest on below mentioned pillars, the idea is to put in place a proper framework
to give us the best chance to grow in the face of challenges from the competition and external events over which we may
have no control. Each of tenets of our strategy is explained below:
Average
In
8 Net Capital Turnover Ratio Net Sales Working 3.51 3.32 5.67% NA
Times
Capital
Net Profit
9 Net Profit Ratio In % Net Sales 2.68% 2.63% 1.84% NA
after taxes
Earnings
Before Capital
10 Retunrn on Capital Employed In % 8.42% 7.55% 11.46% NA
Interest Employed
and Taxes
Income
Cost of
11 Return on Investment In % from Nil Nil Nil NA
Investment
Investment
Earnings
In Before
12 Interest Coverage Ratio Interest Cost 5.26 4.17 26.27% See Note 3
Times Interest
and Taxes
Operating
13 Operating Profit Margin In % Sales 3.64 3.10 17.51% NA
Profit
Net Profit Shareholder’s
14 Return on Net Worth In % 7.19 6.60 9.01% NA
after taxes Equity
Note: 1: The current ratio is improved due to working capital term loan (GECL).
Note: 2: The opening trade payable during previous financial year was very high due to covid-19 pandemic, which has
impacted the ratio, which was regularised during the current financial year.
Note: 3: The Interest Coverage ratio is improved due to Company has been successful in reducing its financial costs while
on the other hand the operational margins have also been increased.
Employees are fundamental and most valuable assets of the Company. The Company has encouraging working
environments that motivate its employee at all level. The company has undertaken various initiatives and implemented
policies which are drawn up to engage its employees and ensure a healthy balance between business needs and individual
aspirations. There are total 48 Employees on payroll of the Company.
DEFINITIONS:
“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and
includes perquisites as defined under the Income-tax Act, 1961;
“Senior Managerial Personnel” mean the personnel of the Company who are members of its core management team
excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General
Manager and above, including all functional heads.
OBJECTIVE:
The objective of the policy is to ensure that
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;
relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
remuneration to directors, key managerial personnel and senior management involves a balance pay reflecting short
and long-term performance objectives appropriate to the working of the Company and its goals.
To formulate criteria for determining qualifications, positive attributes and independence of a Director.
To formulate criteria for evaluation of Independent Directors and the Board.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for
appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a
person is sufficient / satisfactory for the position.
c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained
the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age
of seventy years with the approval of shareholders by passing a special resolution.
TERM / TENURE
Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director
for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of
term.
Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be
eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the
Board's report.
No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such
Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent
Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated
with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of Boards on which such
Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies
as an Independent Director in case such person is serving as a Whole-time Director of a listed Company or such other
number as may be prescribed under the Act.
EVALUATION
The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at
such intervals as may be considered necessary.
REMOVAL
The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management
Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the
Company.
RETIREMENT
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the
prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management
Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the
Company.
a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole- time Directors, etc. shall be governed
as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in
force and the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may
consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.
a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under
the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the
Nomination and Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings
as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under
Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of
c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any
share based payment schemes of the Company.
d) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock
Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors
(other than Independent Directors)
a) The remuneration to Key Managerial Personnel and Senior Management shall, in compliance with the provisions of the
Companies Act, 2013 and in accordance with the Company’s Policy.
b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock
Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key
Managerial Personnel and Senior Management.
c) The pay shall be decided based on the balance between performance of the Company and performance of the Key
Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered
appropriate.
IMPLEMENTATION
The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for
better implementation of this policy as considered appropriate.
The Committee may Delegate any of its powers to one or more of its members.
Opinion
1. We have audited the standalone financial statements of Hindprakash Industries Limited (“the Company”), which
comprise the standalone balance sheet as at 31st March 2022, the standalone statement of profit and loss and the
standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including
a summary of significant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at 31st March 2022, and profit and its cash flows for the year ended on that date.
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
4. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on
the standalone financial statements.
5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
The key audit matter How the matter was address in our audit
Revenue Recognition: In view of the significance of the matter, we applied the following audit
Revenue of the Company mainly comprises of sale procedures in this area, among others to obtain sufficient appropriate audit
of goods to its customers. Revenue from sale of evidence:
goods is recognized when control is transferred to - Assessing the Company's accounting policies for revenue recognition by
the customer and there is no other unfulfilled comparing with the applicable accounting standards;
obligation. This requires detailed analysis of each - Testing the design, implementation and operating effectiveness of key
contract/ customer purchase order regarding internal controls over timing of recognition of revenue from sale of goods;
timing of revenue recognition. Inappropriate - Performed testing on selected samples of customer contracts/ customer
assessment could lead to a risk of revenue being purchase orders. Checked terms and conditions related to acceptance of
recognized on sale of goods before the control in goods, acknowledged delivery receipts and tested the transit time to deliver
the goods is transferred to the customer. the goods and its revenue recognition. Our tests of details focused on cut-off
Accordingly, timing of recognition of revenue is a samples to verify only revenue pertaining to current year is recognized
key audit matter. based on delivery documents along with terms and conditions set out in
customer contracts/ customer purchase orders.
6. The Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Board’s Report including Annexure to Board’s Report (but does not include
the standalone financial statements and our auditor’s report thereon) and the rest of the Annual Report (the “Other
Information”). The Other Information is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.
When we read the other information, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.
7. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
9. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.
11. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls system in place and the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management;
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going
concern;
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
12. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the standalone financial statements.
13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
14. We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
15. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
c) The standalone balance sheet, the standalone statement of profit and loss and the standalone statement of cash flows
dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of the written representations received from the directors as on 31st March, 2022 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2022 from being appointed as a director in
terms of Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in
‘Annexure A’;
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended 31st March 2022.
iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in Note 26(16)(j) to the
standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.
(b) The management has represented, that, to the best of its knowledge and belief, as disclosed in 26(16)(k) to the
standalone financial statements, no funds have been received by the Company from any persons or entities, including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries.
(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to
our notice that has caused us to believe that the representations under sub-clause 16(g)(iv)(a) and 16(g)(iv)(b) contain
any material misstatement.
v. The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section
197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section
197(16) of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act
which are required to be commented upon by us.
17. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure B’ a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
KUNAL KEDIA
(M. No.: 149403), Partner
for and on behalf of
K K A K & CO
Chartered Accountants
FRN: 148674W
UDIN: 22149403AJTCXQ6710
Ahmedabad; May 27, 2022
Independent Auditors’ Report on the Internal Financial Controls with reference to Standalone
Financial Statements under clause (i) of Sub-Section 3 Of Section 143 of the Companies Act, 2013
(“the Act”)
Opinion
1. We have audited the internal financial controls over financial reporting with reference to Standalone Financial
Statements of Hindprakash Industries Limited (“the Company”) as at 31st March 2022 in conjunction with our audit of
the standalone financial statements of the Company for the year ended on that date.
2. In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all
material respects, an adequate internal financial controls over financial reporting with reference to the standalone
financial statements and such internal financial controls over financial reporting with reference to the standalone
financial statements were operating effectively as at 31st March 2022, based on the internal financial controls over
financial reporting with reference to the standalone financial statements criteria established by the Company
considering the essential components of such internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
Auditors’ Responsibility
4. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with
reference to the standalone financial statements based on our audit. We conducted our audit in accordance with the
Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to
an audit of internal financial controls over financial reporting with reference to standalone financial statements. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls over financial reporting with
reference to the standalone financial statements was established and maintained and if such controls operated
effectively in all material respects.
5. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
over financial reporting with reference to the standalone financial statements and their operating effectiveness. Our
audit of internal financial controls over financial reporting with reference to the standalone financial statements
included obtaining an understanding of internal financial controls over financial reporting with reference to the
standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on
the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial
statements, whether due to fraud or error.
6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls over financial reporting with reference to the standalone financial
statements.
Meaning of Internal Financial Controls over Financial Reporting with Reference to the Standalone Financial
Statements
7. A company’s internal financial controls over financial reporting with reference to the standalone financial statements
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the standalone financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial controls over financial reporting with reference to the standalone
financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone
financial statements in accordance with generally accepted accounting principles, and that receipts and payments of
the company are being made only in accordance with authorisations of management and directors of the Company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting with Reference to the Standalone
Financial Statements
8. Because of the inherent limitations of internal financial controls over financial reporting with reference to the
standalone financial statements, including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting with reference to the standalone financial statements to future
periods are subject to the risk that the internal financial controls over financial reporting with reference to the
standalone financial statements may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
KUNAL KEDIA
(M. No.: 149403), Partner
for and on behalf of
K K A K & CO
Chartered Accountants
FRN: 148674W
UDIN: 22149403AJTCXQ6710
Ahmedabad; May 27, 2022
Report on the Matters Specified Paragraphs 3 and 4 of the Companies (Auditor’s Report) Order,
2020 (“the Order”) Issued by the Central Government in Terms of Section 143(11) of the Companies
Act, 2013 (“the Act”)
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial
statements of the Company and taking into consideration the information and explanations given to us and the books of
account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we
report that:
1 (a) (A) The Company has maintained records showing full particulars including quantitative details and
situation of property, plant and equipment (PPE), which, in our opinion, are proper.
(B) The Company has maintained records showing full particulars of intangible assets, which, in our
opinion, are proper.
(b) The Company has a regular programme of physical verification of its PPE by which PPE are verified in a
phased manner over a period of three years. In accordance with this programme, certain PPE were verified
during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size
of the Company and the nature of its PPE. No material discrepancies were noticed on such verification.
(c) The title deeds of immovable properties (other than immovable properties where the Company is the lessee
and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial
statements are held in the name of the Company, except for the following:
Description Gross Held in the name of Whether Period held Reason for not
of property carrying promoter, being held in the
value director or their name of Company
relative or
employee
Lease hold Rs. Offer cum Allotment Letter in No 06/11/2018 Execution of lease
Land - 824.08 the name of Hindprakash deeds is under
Saykha - T Lakhs Industries Private Limited. process
10 to T 12 Offer cum Allotment letter
issued by Gujarat Industrial
Development Corporation on
06/11/2018
(d) The Company has not revalued its PPE or intangible assets or both during the year.
(e) There are no proceedings initiated or pending against the Company for holding any benami property under
the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) and rules made there under.
2 (a) The inventory, except goods-in-transit has been physically verified by the management during the year. For
goods-in-transit, subsequent evidence of delivery has been verified. In our opinion, the frequency of such
verification is reasonable and procedures and coverage as followed by the management were appropriate.
No discrepancies were noticed on verification between the physical stocks and the book records that were
more than 10% in the aggregate of each class of inventory.
(b) The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from
banks or financial institutions on the basis of security of current assets. The quarterly returns or statements
filed by the Company with such banks or financial institutions are generally in agreement with the books of
account of the Company. The Details of the same is given in notes to the account, No material discrepancies
were noticed.
3 (a) The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to
loans or advances in the nature of loans and guarantees or security (A) to subsidiaries, joint ventures and
associates, and (B) to parties other than subsidiaries, joint ventures and associates are as under:
(Rs. in Lakhs)
Aggregate amount granted/ provided during the Loans Advances in nature Guarantees Security
year of loans
Subsidiaries - - - -
Joint Ventures - - - -
Associates - - - -
Others 2459.00 - - -
Balance Outstanding as at balance sheet date in Loans Advances in nature Guarantees Security
respect of above cases of loans
Subsidiaries - - - -
Joint Ventures - - - -
Associates - - - -
Others - - - -
(b) In our opinion, the terms and conditions of the grant of loans and advances in the nature of loans, as referred
to in 3(a) above, prima facie, are not prejudicial to the interest of the Company.
(c) In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment
of interest has been stipulated and the repayments or receipts are regular.
(e) There is no loan or advance in the nature of loan granted which has fallen due during the year, which has been
renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.
(f) The Company has not granted loans or advances in the nature of loans either repayable on demand or without
specifying any terms or period of repayment.
4 In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant
of loans, making investments and providing guarantees and securities, as applicable.
5 The Company has not accepted any deposits or amounts which are deemed to be deposits from the public.
Accordingly, clause 3(v) of the Order is not applicable.
7 (a) Amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including goods
and service tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly
deposited during the year by the Company with the appropriate authorities.
No undisputed amounts payable in respect of goods and service tax, provident fund, employees’ state
insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other
material statutory dues were in arrears as at 31st March 2022 for a period of more than six months from the
date they became payable.
(b) There are no dues of income-tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise
and value added tax which have not been deposited as on 31st March 2022 on account of any dispute.
8 The Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of
account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, clause
3(viii) of the Order is not applicable.
9 (a) The Company has not defaulted in the repayment of loans or borrowings or in the payment of interest thereon
to any lenders.
(b) The Company has not been declared a wilful defaulter by any bank or financial institution or government or
government authority.
(c) The term loans obtained during the year were applied for the purpose for which the loans were obtained.
(d) On an overall examination of the standalone financial statements of the Company, in our opinion, no funds
raised on short-term basis have been used for long-term purposes by the Company.
(e) The Company does not hold any investment in any subsidiary companies, associate companies or joint
ventures as defined under the Act. Accordingly, clause 3(ix)(e) of the Order is not applicable.
(f) The Company does not hold any investment in any subsidiary companies, associate companies or joint
ventures as defined under the Act. Accordingly, clause 3(ix)(f) of the Order is not applicable.
10 (a) The Company has not raised any money by way of initial public offer or further public offer (including debt
instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.
(b) During the year, the Company has not made any preferential allotment or private placement of shares or
convertible debentures (fully, partly or optionally convertible) during the year and accordingly, paragraph 3
(x)(b) of the order is not applicable to the Company.
11 (a) No fraud by the Company or on the Company has been noticed or reported during the course of the audit.
(b) No report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as
prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) There are no whistle blower complaints received by the Company during the year.
12 The Company is not a Nidhi Company. Accordingly clauses 3(xii)(a), 3(xii)(b) and 3(xii)(c) of the Order are not
applicable.
13 In our opinion, the Company’s transactions with its related parties are in compliance with section 177 and 188 of
the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone
financial statements as required by the applicable accounting standards.
14 (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its
business.
(b) We have considered the internal audit reports of the Company issued till date, for the period under audit.
15 In our opinion, the Company has not entered into non-cash transactions covered under the provisions of Section
192 of the Act with its directors or persons connected with its directors. Accordingly, paragraph 3 (xv) of the order
is not applicable to the Company.
16 (a) & (b) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of
India Act 1934. Accordingly, clause 3(xvi)(a) and clause 3(xvi)(b) of the Order is not applicable.
(c) & (d) In our opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made
by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) and clause 3(xvi)(d) of the Order is not
applicable.
17 The Company has not incurred cash losses in the current and in the immediately preceding financial year.
18 There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is
not applicable.
19 On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of
financial liabilities, other information accompanying the standalone financial statements, our knowledge of the
Board of Directors and management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as
on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of standalone
balance sheet as and when they fall due within a period of one year from the standalone balance sheet date. We,
however, state that this is not an assurance as to the future viability of the Company. We further state that our
reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any
assurance that all liabilities falling due within a period of one year from the standalone balance sheet date, will get
discharged by the Company as and when they fall due.
20 There is no unspent amount under sub-section (5) of section 135 of the Act pursuant to any project. Accordingly,
clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.
KUNAL KEDIA
(M. No.: 149403), Partner
for and on behalf of
K K A K & CO
Chartered Accountants
FRN: 148674W
UDIN: 22149403AJTCXQ6710
Ahmedabad; May 27, 2022
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31ST MARCH 2022
01-04-2021 01-04-2020
Note to to
Particulars
No. 31-03-2022 31-03-2021
Rupees in Lakh Rupees in Lakh
I. Revenue from operations (Gross) 19 10,368.87 9,008.26
II. Other income 20 110.22 150.11
IV. Expenses:
Cost of Materials Consumed 21 7,823.63 7,201.33
Purchase of Stock in Trade 21A 1,812.65 1,260.05
Changes in Inventories of Finished Goods , Stock-in -Trade and work-in-
22 28.56 (60.22)
progress
Employee Benefits Expense 23 153.35 148.14
Other Expenses 24 167.57 168.18
Total expenses 9,985.76 8,717.48
V. Profit Before Interest, Depreciation and Tax (III- IV) 493.33 440.89
Finance Costs 25 89.76 101.84
Depreciation and Amortization Expense 11 21.09 16.59
VIII Profit (Loss) For the Year (VI + VII) 280.52 240.73
IX Earnings per equity share of Rs. 10/- each:
(1) Basic 2.69 2.31
(2) Diluted 2.69 2.31
Summary of Significant Accounting Policies and Notes Forming part of Standalone
1 - 26
Financial Statement
This is the Standalone Statement of Profit and Loss For and on behalf of the Board
referred to in our report of even date.
Sanjay Prakash Mangal Santosh Nambiar
(KUNAL KEDIA) (Managing Director) (Whole Time Director)
Partner (M.No.:149403) DIN: 02825484 DIN: 00144542
For and on behalf of
K K A K & Co. Hetal Shah Utsav Trivedi
CHARTERED ACCOUNTANTS (Chief Financial Officer) (Company Secretary)
(FRN 148674W) PAN: AHWPS1850P Mem No.: A57058
STANDALONE STATEMENT OF CASH FLOW FOR THE PERIOD ENDED 31ST MARCH 2022 (CONTD..)
This is the Standalone Statement of Cash Flow For and on behalf of the Board
referred to in our report of even date.
Sanjay Prakash Mangal Santosh Nambiar
(KUNAL KEDIA) (Managing Director) (Whole Time Director)
Partner (M.No.:149403) DIN: 02825484 DIN: 00144542
For and on behalf of
K K A K & Co. Hetal Shah Utsav Trivedi
CHARTERED ACCOUNTANTS (Chief Financial Officer) (Company Secretary)
(FRN 148674W) PAN: AHWPS1850P Mem No.: A57058
Note:
1.1 Rights, preferences and restrictions attached to shares:
Equity Shares:
The Company has one class of equity shares having a par value of Rs 10/- each. Each shareholder is eligible for one vote per share
held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the company after distribution of all preferential amounts, in proportion to their share holding.
1.4 Shares in the company held by each shareholder holding more than 5% shares
As at 31 Mar 2022 As at 31 Mar 2021
Name of Shareholder No. of Shares
% of Holding No. of Shares held % of Holding
held
Dimple S Mangal 776,000 7.44% 770,000 7.39%
Om Prakash Mangal 1,470,000 14.10% 1,470,000 14.10%
Priyata S Mangal 1,304,555 12.51% 1,304,555 12.51%
Radhika S Mangal 1,024,435 9.83% 1,024,435 9.83%
Sanjay Prakash Mangal 1,208,155 11.59% 1,085,155 10.41%
Vedant S Mangal 1,470,000 14.10% 1,470,000 14.10%
1.5 53,88,650 Equity Shares (FY 2018-19) alloted as fully paid up as Bonus Shares during period of 5 years immediately preceding
the Balance Sheet date.
5.2. The rate of interest applicable to the GIDC installment is 12% per annuam.
7.1. The Company has created a charge in favour of IDBI Bank Ltd, to the extent of Rs. 2636 Lakhs (for Working Capital Rs 2250 Lakhs
+ for WCTL Rs 386 Lakhs) (Previous Year Rs. 1500 Lakhs) by way of hypothecation of moveable properties including moveable plant
and machineries etc. and Raw Material, Goods, Book Debts, Vehicles and all other moveables of the company as a security for Cash
Credit and other working capital facilities. The above facilities are further collaterally secured by way of equitable mortgage of
company’s shed no. A2-114 and A2-115, Vatva Industrial Estate, Phase II, GIDC, Ahmedabad. The above facilities are further
guaranteed by two directors of the company in their personal capacity.
Note 13A Other Non Current Assets (Unsecured, considered good) (Rs in Lakhs)
Particulars As at 31 Mar 2022 As at 31 Mar 2021
Deposit 7.94 7.94
Per Balance Sheet 7.94 7.94
Note 14 Inventories (As taken, valued and certified by the management) (Rs in Lakhs)
Particulars As at 31 Mar 2022 As at 31 Mar 2021
Raw Materials and components (Valued at or below cost) 1,415.68 1,302.14
Finished goods (Valued at or below cost) 171.08 199.64
Packing Material (Valued at or below cost) 7.39 7.95
RODTEP Licence (Valued at or below cost) 1.14 -
MEIS Licence (Valued at or below cost) - 0.01
Per Balance Sheet 1,595.29 1,509.74
01-04-2021 01-04-2020
Particulars to to
31-03-2022 31-03-2021
- Auxiliary 186.30 220.76
- Basic Chemical 383.99 330.53
- Dyes 6,276.05 6,391.71
- Intermediate 976.81 233.49
- Others 0.48 24.84
Total 7,823.63 7,201.33
01-04-2021 01-04-2020
Value of Material Consumed to to
31-03-2022 31-03-2021
Imported - Value 932.76 737.97
Imported - % 11.92% 10.06%
Indigenous - Value 6,890.87 6,463.36
Indigenous - % 88.08% 89.94%
Total - Value 7,823.63 7,201.33
Total - % 100.00% 100.00%
01-04-2021 01-04-2020
Particulars to to
31-03-2022 31-03-2021
- Auxiliary - 2.91
- Basic Chemical 126.74 190.74
- Commodity 87.34 157.22
- Dyes 68.77 609.02
- Intermediate 1,529.80 300.16
Total 1,812.65 1,260.05
NOTE: 26 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF STANDALONE
FINANCIAL STATEMENT
A) CORPORATE INFORMATION:
Hindprakash Industries Limited (‘the Company’) is a company incorporated in India. The registered office of the Company is located at
301, Hindprakash House, Plot No.10/6, Phase-1, GIDC, Vatva, Ahmedabad - 382 445.
The Company is engaged in activity of manufacturing, dealing and trading of Dyes, Intermediates, Auxiliary, Chemicals and other
merchandise etc.
The financial statements are prepared under “historical cost convention” on a going concern assumption on “Accrual Concept” of
accountancy in accordance with the accounting principles generally accepted in India and comply with Accounting Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government to the extent applicable and with
the applicable provisions of the Companies Act, 2013. The company has consistently applied the Accounting Policies in preparation
and presentation of the financial statements.
The presentation of financial statements in conformity with the generally accepted accounting principles requires management to
make certain estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent
liabilities as at the date of financial statements and reported amount of income and expenses during the Year. Actual results/outcome
could differ from these estimates. Management believes that the estimates used in preparation of the financial statements are prudent
and reasonable. Any revision to the accounting estimates is recognised prospectively in the year in which such estimates are actually
materialized.
All Property, plant and equipment are valued at cost less depreciation / amortization. Cost [net of Input Tax Credit available] comprises
the purchase price and any attributable costs of bringing the asset to its working condition for its intended use. Financing costs directly
attributable to the construction of qualifying property, plant and equipment are also included to the extent they relate to the period till
such assets are ready for their intended use.
Capital work in progress is stated at cost. The cost is inclusive of directly attributable expenditure, expenditure during construction
period to be allocated to the respective assets on completion of construction period, interest upto the balance sheet date in case of
qualifying asset and is adjusted for Input Tax Credit availed of.
Cost of addition or extension to an existing asset, which is of a capital nature and/or which becomes an integral part of the existing
asset is capitalised and added to the gross book value of that asset.
All property, plant and equipment are stated at their Historical Costs.
Depreciation is charged in the accounts on Property, plant and equipment on straight-line method. Depreciation is provided based on
useful life of the assets as prescribed in schedule II of The Companies Act, 2013. Computer software is amortised over a period of 3
years.
Depreciation on assets added / disposed off during the year is charged on pro-rata basis with reference to the month of addition /
disposal.
The expenditure incidental to the expansion / new projects is carried forward as “Pre-operative and Project expenditure pending for
allocation/capitalization” and is allocated to Property Plant and Equipment in the period of commencement of the commercial
production / respective assets being put to use.
5) INVESTMENT:
Long Term Investments are stated at cost. However, when there is a diminution, other than temporary, in the value of long term
investments, the carrying cost is reduced to recognize the diminution.
6) INVENTORIES:
(a) Inventories consisting of Raw Materials, Work-in-Process and Finished Goods are valued at lower of cost and net realizable value.
For this purpose, the cost of raw material, finished goods and work-in-process is determined using FIFO/average cost method (net of
Input Tax Credit availed) as the case may be.
(b) Inventories consisting of Stores, Consumables, Spare Parts, and Packing Materials etc. are valued at lower of cost and net realizable
value. For this purpose direct costs, and appropriate relevant overheads are apportioned using the FIFO method.
Provisions are recognised when there is a present obligation as a result of past events and when a reliable estimate of the amount of
the obligation can be made.
(a) Possible obligations which will be confirmed by future events not wholly within the control of the Company, or
(b) Present obligation arising from past events where it is not probable that an outflow of resources will be required to settle the
obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised in the financial statements since this may result in the recognition of income that may never be
realized.
8) REVENUE RECOGNITION:
(a) Revenue is recognised to the extent it is possible that economic benefits will flow to the company and the revenue can be reliably
measured and there is a reasonable certainty regarding ultimate collection.
(c) Export benefits / incentives are accounted on accrual basis in accordance with various government schemes in respect thereof and
are shown under “Other Operating Revenue”. Benefits available under the Export Licenses and in the nature of duty drawback are
accounted for based on eligibility and when there is no significant uncertainty as to its ultimate collection.
(d) Interest income is recognised on a time proportionate basis taking into account the amount outstanding and the rate applicable.
(e) Revenue in respect of other income is recognised when no significant uncertainty as to its determination or realization exists.
9) PURCHASES:
Purchases are inclusive of expenses on purchase, import duty etc and are net of taxes (for which credit is available), claims / discount.
Purchases (Imports) are accounted for in the books when the goods is arrived on destination port except in case when goods are sold
in transit (on highseas basis), in such cases purchases (Imports) are accounted for in the books immediately on sale. Goods in Transit
(Import) are shown by way of note to Balance Sheet.
GST input credit claimed on materials / services / capital goods is reduced from the cost of the respective materials / services / capital
goods. Closing stock of inventories are valued Net of GST/ input credits.
Liabilities on account of custom duty on imported materials in transit or in bonded warehouse are accounted only in the year in which
the goods are cleared from customs.
a) The transactions in foreign currencies are converted into Indian Rupees at the rates of exchange prevailing on the date of
transactions.
b) The balances in Current Assets and Current Liabilities in foreign currencies at the date of Balance Sheet have been converted into
Indian Rupees at the rate of exchange prevalent on that date. The resultant net gain/loss arising out of such foreign exchange
translations is taken to Profit and Loss Account except in respect of such differences related to acquisition of property, plant and
equipment from a country outside India which are capitalized as a part of cost of respective property, plant and equipment.
c) In respect of transactions covered by Foreign Exchange Forward Contracts, the difference between the forward rate and exchange
rate at the inception of contract is recognised as income or expenses over the life of the contract.
Government Grants are recognized when there is a reasonable assurance that the same will be received. Revenue grants are recognized
in the Statement of Profit and Loss. Capital grants relating to specific property, plant and equipment are reduced from the gross value
of the respective Property, plant and equipment. Other capital grants are credited to Capital Reserve.
Borrowing costs that are directly attributable to the acquisition/ construction of qualifying Property, plant and equipment are
capitalized as a part of the cost of the respective asset upto the date when such assets are ready for their intended use and borrowing
costs other than these costs are charged to Profit and Loss Account.
Disclosure of transactions with Related Parties, as required by “Accounting Standard 18-Related Party Disclosure” has been set out in
the Notes on Financial Statements. Related Parties have been identified on the basis of representations made by key managerial
personnel and information available with the company.
Leases are classified as operating leases where the lessor effectively retains substantially all the risks and benefits of the whole
ownership of the leased assets. Operating lease payments are recognized as expenses in the statement of Profit and Loss as and when
paid.
18) INCOME TAX:
(a) Current tax is measured at the amount expected to be paid on the basis of relief and deductions available in accordance with the
provisions of Indian Income Tax Act, 1961.
(b) Deferred income tax reflects the impact of the current year reversible timing differences between the taxable income and accounting
income for the Year and reversal of timing differences of the earlier Year. Deferred tax is measured based on the tax rates and tax laws
enacted or substantively enacted as at the balance sheet date. Deferred tax assets are recognised only to the extent there is virtual
certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.
(a) If at a balance sheet date, there is an indication above impairment of any item of property, plant and equipment, the same is treated
as impairment loss and is charged to the statement of Profit and Loss.
(b) After impairment of an asset, the depreciation is provided on the revised carrying amount of the assets over its remaining useful
life.
(c) At a balance sheet date, if there is an indication that a previously recognised impairment loss no longer exists, the recoverable
amount is reassessed and the asset is reflected at recoverable amount and previously recognised impairment loss is reversed.
In respect of derivative contracts, premium paid, gain / loss on settlement and loss on restatement are recognised in Profit and Loss
Statement.
Entire expenses relating to IPO has been written off to profit and loss account during the year.
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments
(original maturity less than 3 months) that are readily convertible into known amounts of cash and which are subject to an insignificant
risk of changes in value.
1. In the opinion of the board, ‘Trade Receivable’, ‘Loans and Advances’ and ‘Other Current Asset’ are approximately of the value
stated if realized in the ordinary course of business. Confirmation Letters have not been obtained in respect of Trade Receivables,
Trade Payables, loans taken and loans/advances given. Accordingly such balances are subject to confirmation, reconciliation and
consequent adjustments, if any.
2. In the opinion of the Board, provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.
3. The company has not used the borrowings from banks and financial institutions for the specific purpose other than for which it
was taken at the balance sheet date.
5. The outstanding balances at year end of the assets and liability denominated in foreign currency and foreign currency derivative
transactions:
Current Year Previous Year
Amount in Amount in
Foreign
Particulars Foreign Amount in Foreign Amount in
Currency
Currency in Rs in Lakh Currency in Rs in Lakh
Lakhs Lakhs
I. Assets
Receivable USD 0.11 7.84 1.66 120.12
Adv to Creditors USD 0.01 1.01 0.30 22.00
Cash Balance USD 0.01 0.85 0.01 0.82
Total (A) USD 0.13 9.70 1.97 142.94
Hedge by derivative contracts (B) NA - - - -
Unhedge Assets (C=(A-B)) USD 0.13 9.70 1.97 142.94
II. Liabilities
Payable (D) USD 1.33 102.30 2.56 190.38
Adv from Debtors USD - - - -
Hedge by derivative forward / Options
USD - - - -
contracts (E)
Unhedge Liabilities (F=(D-E)) USD 1.33 102.30 2.56 190.38
6. Directors Remuneration:
Particulars Current Year Previous Year
Rupees in Lakh Rupees in Lakh
Remuneration 21.54 20.18
Provision for Gratuity - 2.72
Total 21.54 22.90
(a) Outstanding amount of Foreign Letter of Credit [Net of Purchase of Rs. 73.95 Lakhs (Previous Year Rs. Nil)] Rs. Nil (Previous
Year Rs Nil).
(b) Other claims against company not acknowledged as debt – Nil (PY Nil). The management of the company does not envisage any
contingent liability in this regard.
(c) Estimated outstanding obligation of custom duty in respect of Bond executed by the company in favour of customer authorities
in respect of goods lying in custom bonded warehouse Rs. Nil (Previous Year Rs. Nil).
(d) Bill discounted with banks under LC received (Inland) Rs. Nil (Previous Year Rs. Nil).
(e) For Assessment Year 2020-21 (Financial Year 2019-20), the Income tax department has raised tax demand u/s 143(1) of Rs
19.07 lakh against which the company has filed application u/s 154 (rectification of mistake). As the company does not anticipate
any liability in this regard, further provision is not considered necessary and hence not provided for.
8. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under, to the extent the
Company has received intimation from the “Suppliers” regarding their status under the Act:
During the year following transaction were carried out with related parties in the ordinary course of business and at Arm’s
Length. (Figures in the bracket relates to previous year)
Related Party Transactions (#) :- (Rs in Lakhs)
Sr. Key Management Enterprise over which KMP exercise
Nature of Transactions
No. Personnel & Relatives Significant Influence
Nil 0.03
1 Sales of Goods
(Nil) (Nil)
Nil 53.59
2 Interest Received
(Nil) (6.37)
Nil 0.55
3 Interest Paid
(Nil) (Nil)
Nil 2.62
4 Lease Rent Paid
(Nil) (2.41)
Nil 0.93
5 Warehouse Charges Paid
(Nil) (0.85)
Nil 6.87
5 Business Promotion Expenses Paid
(Nil) (Nil)
1.00 Nil
6 Royalty Paid
(1.00) (Nil)
0.09 Nil
7 Dividend Paid
(0.09) (Nil)
39.54 Nil
8 Salary
(40.40) (Nil)
Nil Nil
9 Loan Repaid
(Nil) (Nil)
Guarantee Given by related Party to the Company's 2,636.00 Nil
Bank
10
Sanjay Prakash Mangal (1,500.00) (Nil)
Santosh Nambiar
Note: Transaction when the related party relationship exists at the time of transaction took place are reported here above.
13. Dividend:
2021-22 2020-21
Dividend paid during the year
Rs in Lakhs Rs in Lakhs
Dividend on equity shares declared and paid during the
year:
Final dividend of Re 1/- per share for FY 2020-21
28.89 28.89
(2019-20: Re 1/-)
Proposed dividend
Proposed dividend on equity shares (not recognized as liability for FY 2021-22): Dividend of Re 1/- per share for FY 2021-22
Proposed dividend on equity shares is subject to the approval of the shareholders of the Company at the Annual General Meeting and
not recognized as liability as at the Balance Sheet date.
14. As the Company's business activities fall within single primary business segment and in the opinion of the management there does
not exist separate reportable geographical segment, the disclosure requirements of Accounting Standard 17 – “Segment
Reporting”, issued by the Institute of Chartered Accountants of India are not applicable.
Current Previous
Particulars Year Year
Rupees in Lakhs Rupees in Lakhs
1. Compensated Leave Absences (Privilege Leave) 0.95 3.35
2. Provident & Other Fund (Defined Contribution Plan) 5.07 5.10
b) Disclosure in respect of Gratuity (Unfunded), a defined benefit scheme based on actuarial valuation report. (Projected Unit credit
Method)
(b) The Company has not revalued its Property, Plant and Equipment.
(c) Details of Loans or Advances in the nature of loans granted to promoters, directors, KMPs and the related parties (as defined under
Companies Act, 2013,) either severally or jointly with any other person, that are Repayable on demand or without specifying any
terms or period of repayment: - Nil.
(d) No proceedings have been initiated or pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
(e) The Company has borrowed from banks or financial institutions on the basis of security of current assets. Following disclosure is
made in these regards:
(i) The quarterly returns and statements of current assets filed by the Company with banks or financial institutions are generally in
agreement with the books of accounts.
(ii) Details of the same are given below. There are no material discrepancies were noticed.
(Rs in Lakhs)
Quarter Name of bank Particulars of Amount as per Amount as reported Amount Reason for
Securities books of account in the quarterly of material
Provided return/ statement difference discrepancies
(f) The company is not declared willful defaulter by any bank or financial institution or other lender.
(g) The company has not undertaken any transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956.
(h) No charges or satisfaction of charges are yet to be registered with Registrar of Companies beyond the statutory period.
(i) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017.
(j) Ratios:
Explanation for
31- 31- any change in the
Sr. Variance
Ration Unit Numerator Denominator Mar- Mar- ration by > 25%
No. in %
22 21 as compared to
preceding year
In Current Current
1 Current Ratio 4.20 2.90 44.67% See Note 1
Times Assets Liabilities
In Shareholder’s
2 Debt Equity Ratio Total Debt 0.45 0.53 -15.82% NA
Times Equity
Earnings
In Available
3 Debt Service Coverage Ratio Debt Service 2.56 2.68 -4.61% NA
Times for Debt
Service
Net Profit
after taxes
Average
available to
4 Return on Equity Ratio In % Share Holder 7.43% 6.79% 9.38% NA
Equity
Equity
Share
Holder
In Cost of Average
5 Inventory Turnover 6.26 5.88 6.38% NA
Times Good Sold Inventory
Average
In Net Credit
6 Trade Receivable Turnover Ratio Trade 4.45 3.96 12.30% NA
Times Sale
Receivable
In Net Credit Average
7 Trade Payables Turnover Ratio 27.58 12.44 121.80% See Note 2
Times Purchase Trade Payable
Average
In
8 Net Capital Turnover Ratio Net Sales Working 3.51 3.32 5.67% NA
Times
Capital
Net Profit
9 Net Profit Ratio In % Net Sales 2.68% 2.63% 1.84% NA
after taxes
Earnings
Before Capital
10 Retunrn on Capital Employed In % 8.42% 7.55% 11.46% NA
Interest Employed
and Taxes
Income
Cost of
11 Return on Investment In % from Nil Nil Nil NA
Investment
Investment
Note: 1: The current ratio is improved due to working capital term loan (GECL).
Note: 2: The opening trade payable during previous financial year was very high due to covid-19 pandemic, which has impacted the
ratio, which was regularised during the current financial year.
(l) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind
of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether
recorded in writing or otherwise) that the Intermediary shall directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security
or the like to or on behalf of the Ultimate Beneficiaries.
(m) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the company shall directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(n) No transactions has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act,
1961. There are no such previously unrecorded income or related assets.
(o) The company is not covered under section 135 of the companies act (CSR activities).
(p) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
17. The outbreak of Covid-19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity.
The Company’s operations and Financial Results for the year ended 31 March 2022 were hampered due to it. The Company’s
operations are being carried out with requisite precaution in place. The situation is continuously evolving and the impact assessed
may be different from the estimates made as at the date of approval of these financial results and management will continue to
monitor any material changes arising due to the impact of this pandemic on financial and operational performance of the Company
and take necessary measures to address the situation.
18. The Figures have been rounded off to the nearest rupees.
19. Disclosure under section 186(4) – Loans given for the purpose of utilizing in business activity (outstanding balance as on
31.03.2022 Rs in Lakhs): Bhatia Colour Company Nil (PY Nil), Ecofine Colourchem Private Limited Nil (PY Nil), Hindprakash
Overseas Private Limited Nil (PY Nil), Mangalam Global Enterprise Limited Nil (PY Nil), Mangalam Worldwide Private Limited Nil
(PY Nil), Orio Shanghai Colours Private Limited Nil (PY Nil) Poly Chem Exports Nil (PY Nil), VAP Chem Nil (PY Nil).
20. The previous year’s figures have been reworked, regrouped, rearranged and reclassified whenever necessary. Accordingly, amount
and other disclosures for the preceding year are included as an integral part of the current year standalone financial statements
and are to be read in relation to the amount and other disclosures relating to the current year.