Directors Report of Hardcastle & Waud Manufacturing Company Ltd.

Mar 31, 2024

DIRECTORS'' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors have pleasure in placing before you the Seventy-eighth Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2024 and Management Discussion and Analysis.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

Particulars	Year Ended	Year Ended
	March 31, 2024	March 31, 2023
	(Rs Lakhs)	(Rs Lakhs)
Profit before Depreciation & Amortisation Expenses	369.11	195.14
Depreciation & Amortisation Expenses	67.26	64.62
Profit before Taxation	301.85	130.52
Provision for Taxation	48.74	27.11
Deferred Tax	(7.68)	(9.69)
Income Tax for earlier years	-	0.73
MAT Credit Entitlement	2.96	2.76
Net Profit after Taxation	257.83	109.60
Other Comprehensive Income	13.30	45.26
Total Comprehensive Income for the year	271.13	154.86
Balance b/f from previous year	(377.48 )	(532.34)
Total Available	(106.36)	(377.48)
Transferred to Reserves	-	-
Carried Forward	(106.36)	(377.48 )

In view of accumulated loss no dividend is being recommended.

2. OPERATIONS:

The Company has registered a turnover of Rs 541.25 lakhs this year as against Rs 390.88 lakhs during the previous year. There is increase of 38.47 % in the revenue from operations of the Company. The increase in revenue is mainly due to increase in income from investment activities.

The Total Income for the year ended March 31, 2024 was at Rs 584.72 lakhs as compared to Rs 409.68 lakhs in the previous year. Profit before tax for the current year stood at Rs 301.85 lakhs as against Rs 130.52 lakhs during the previous year.

The Indian economy maintained a steady momentum within the uneven global macro-economic landscape, supported by public spending on infrastructure and digitalisation, as well as reforms directed towards ease of doing business and incentivising new investment. In financial year 20232024, the Indian GDP has grown at about 8%, which is higher than the global benchmark.

The global economy is anticipated to strengthen in 2025 as uncertainties diminish and India has emerged as the fastest-growing economy in the world and is expected to be one of the top three economic powers over the next decade, backed by its robust democracy and strong partnerships.

The Company''s business activity currently consists of Industrial Chemicals, Investments and Leasing. During the year under review, revenue from industrial chemicals segment was Rs 74.38 lakhs compared to Rs 69.97 lakhs in the previous year, revenue from investment activity was Rs 251.33 lakhs in comparison to Rs 121.35 lakhs in the previous year, while leasing activity yielded a revenue of Rs 215.54 lakhs as compared to Rs 199.56 lakhs in the previous year.

The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational transactions / information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company. The observations arising out of the internal audits are periodically reviewed at appropriate level and summaries along with corrective actions plans, if any, are submitted to the management and Audit Committee for review, comments and directions. The concerned persons undertake corrective action in their respective areas and thereby strengthen the controls.

The Company has entered into transaction(s) with a entity belonging to the promoter / promoter group who hold 10% or more shareholding in the Company details of which appear in note no. 27.05 of the Financial Statements of the Company.

Information pertaining to financial performance forms part of this Report.

There were no material developments in the Company''s Human Resource Capital.

RATIOS

Key Financial Ratios

1. Return on Net Worth increased to 6.10% during the current year in comparison to 3.71% in the previous year mainly due to incresae in income from investment activities, during the current year.

2. Operating Profit Margin (OPM) is 51.62% during the current year in comparison to 31.86% in previous year. The increase in OPM in the current year is mainly due to increase in operating income.

For other key financial ratios please refer note no. 27.15 of the Financial Statements of the Company.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) At the 77^th Annual General Meeting (AGM) of the Company held on 30.9.2023 Mr Piyushkumar Mehta (DIN: 08772311) was re-appointed as a director of the Company.

b) Mr Banwari Lal Jatia (DIN: 00016823) was re-appointed as Managing Director for a period of 3 years w.e.f. 1.4.2023. However, in accordance with the provisions of Section 152(6) of the Companies Act, 2013 (the Act) Mr Banwari Lal Jatia retires by rotation at the ensuing AGM of the Company and being eligible offers himself for re-appointment. If re-appointed his appointment shall continue to be subject to terms and conditions of his earlier appointment being effective from 1.4.2023 as approved by the members at their AGM held on 30.9.2022.

c) Requisite declarations have been received from the independent directors of the Company under Section 149(7) of the Act regarding meeting the criteria of independence laid down in Section 149 (6) of the Act and also under Listing Regulations.

d) Board Evaluation:

Pursuant to provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations) the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of working of its Audit, Nomination and Remuneration and other Committees of the Board. The performance of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results thereof.

In the opinion of the Board, all the independent directors possess requisite expertise, integrity and experience.

e) Meetings:

During the year Five (5) board meetings were convened and held.

5. AUDIT COMMITTEE:

The present composition of the Audit Committee of the Company is as under:

1. Ms Pranjali Mangal Bhandari - Chairperson

2. Mr Vimal Chand Kothari

3. Mr Sunil Kantilal Trivedi

4. Mr Banwari Lal Jatia

The Board of Directors of the Company has accepted all recommendations of its Audit Committee during Financial Year 2023 - 2024. The Company has in place a vigil mechanism for directors and employees, to report genuine concerns about any wrongful act and any unethical conduct with respect to the Company or its business affairs to the Audit Committee which oversees functioning of the said mechanism.

6. NOMINATION AND REMUNERATION COMMITTEE (NRC):

The NRC comprises of three members of which two including the Chairperson are Independent Directors.

Salient features of the Nomination and Remuneration policy include, having an appropriate mix of executive, non - executive and independent directors primarily to maintain independence. NRC assesses independence of directors at time of appointment / re-appointment as well as annually. NRC takes into consideration various factors as specified in the policy while considering any remuneration to be paid to directors, key managerial personnel and other employees, etc.

The Policy is available on the Company''s website www.hawcoindia.in under the section ''Policies''.

7. RISK MANAGEMENT:

In the Boards'' perception, there are no foreseeable risks which could threaten the existence of the Company.

8. UNCLAIMED SHARE CERTIFICATES:

The Company had in accordance with the Listing Regulations transferred on 27.5.2016 & 14.9.2021 to a separate Unclaimed Shares Suspense Demat Account in the Company''s name in aggregate 10,104 unclaimed shares of the Company belonging to 79 shareholders, who had failed to exchange their old certificates for new certificates in the Company even after many reminders by the Company. The said shares were allotted to members pursuant to a Scheme of Arrangement between the Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd).

During the year no request/claim was received for transfer of shares from the said Unclaimed Shares Suspense Demat Account.

At end of the year, the number of shareholders and the outstanding shares lying in the suspense account were 77 and 9,624 respectively.

The voting rights on these unclaimed shares shall remain frozen till the rightful owner(s) claim(s) the shares.

Members who have not yet claimed their shares can still do so through the Company''s Registrars and Share Transfer Agent viz. Link Intime India Private Limited (RTA).9. AUDITORS:

The members had at the 73^rd AGM of the Company held on 30^th September 2019, re-appointed M/s GMJ & Co., Chartered Accountants (Firm Registration No: 103429W) as the Statutory Auditors of the Company under Section 139 of the Act, for second term of 5 years, from conclusion of 73^rd AGM till conclusion of 78^th AGM of the Company. The term of re-appointment of M/s GMJ & Co. shall come to end and they will retire from the conclusion of the forthcoming AGM.

In accordance with Section 139 of the Act, M/s Desai Saksena & Associates, Chartered Accountants (FRN: 102358W) are proposed to be appointed as Statutory Auditors of the Company for a period of

5 years commencing from the conclusion of the ensuing 78^th AGM till the conclusion of the 83^rd AGM of the Company to be held in the year 2029.

M/s Desai Saksena & Associates have provided their consent to act as Statutory Auditors of the Company and have confirmed that their appointment, if made, will be in accordance with Section 139 read with Section 141 of the Act and the applicable rules made thereunder. A brief profile of M/s Desai Saksena & Associates appears in explanatory statements annexed to the Notice of AGM.

Members are requested to appoint M/s Desai Saksena & Associates as Statutory Auditors of the Company for a period of 5 years and authorize the Board of Directors to fix their remuneration.

Also the Board places on record its appreciation for the service rendered by M/s GMJ & Co., Chartered Accountants, during their association with the Company.

10. AUDITORS'' REPORT:

The Auditors'' Report does not contain any reservation, qualification or adverse remark.

11. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed hereto as ''Annexure I''.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

12. LOANS, GUARANTEES OR INVESTMENTS:

Details of investments, loans appear in notes to the financial statements. No guarantee or security was provided by the Company on behalf of others during the year.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

The Company has made few material related party transactions during the year after obtaining appropriate approvals. During the year, the Company did not enter into any materially significant related party transactions that may have potential conflict with the interest of the Company.

In terms of Section 134 details of the same are stated in Form AOC-2 annexed hereto as ''Annexure II''.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company is not into any manufacturing activity there are no particulars to be specified under the heading ''conservation of energy''. There is no technology involved in the business being carried on by the Company. The Company did not earn nor spent any foreign exchange during the year.

15. CORPORATE SOCIAL REPONSIBILITY (CSR):

None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the Company.

16. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate.

17. PARTICULARS OF EMPLOYEES:

a. Required particulars of employees under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure IN'' to this report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. ANNUAL RETURN:

The annual return of the Company for the year ended 31^st March, 2024 in the prescribed format is available on the website of the Company at www.hawcoindia.in under the section ''Disclosures''.

19. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Schedule V of the Listing Regulations has been attached to this Annual Report.

A certificate from Mr Shailesh Kachalia, a practicing Company Secretary, regarding compliance with conditions of Corporate Governance as stipulated in the Listing Regulations is annexed to this Report as ''Annexure IV''.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act, your directors state that:

(a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanations relating to material departures;

(b) Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of its profit for the year;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

21. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is not required to maintain cost records.

22. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.

23. GENERAL:

Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year;

i. Details relating to Deposits covered under Chapter V of the Act;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iv. No significant or material orders were passed by Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in the future;

v. No material changes and commitments have occurred after close of the year till the date of this report, which might affect the financial position of the Company;

vi. No fraud is reported by auditors under Section 143(12) of the Act;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

viii. There was no instance of one-time settlement with any Bank or Financial Institution.

Your directors further state that, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review there were no complaints filed under the said Act.

24. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

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Mar 31, 2023

Your Directors have pleasure in placing before you the Seventy-seventh Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2023 and Management Discussion and Analysis.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

Particulars	Year Ended	Year Ended
	March 31, 2023	March 31, 2022
	(Rs Lakhs)	(Rs Lakhs)
Profit before Interest, Depreciation & Amortisation Exps	195.13	243.55
Interest	-	-
Depreciation & Amortisation Exps	64.62	58.85
Profit before Taxation	130.51	184.70
Provision for Taxation	27.11	46.02
Deferred Tax	(9.69)	21.19
Income Tax for earlier years	0.73	2.81
MAT Credit Entitlement	2.76	(12.50)
Net Profit after Taxation	109.60	127.18
Other Comprehensive Income	45.26	403.85
Total Comprehensive Income for the year	154.86	531.04
Balance b/f from previous year	(532.34)	(1,063.38)
Total Available	(377.48)	(532.34)
Transferred to Reserves	-	-
Carried Forward	(377.48 )	(532.34)

In view of accumulated loss no dividend is being recommended.

2. OPERATIONS:

The Company has registered a turnover of Rs 390.88 lakhs this year as against Rs 416.07 lakhs during the previous year. There is decline of 6.44 % in the overall revenue from operations of the Company. The decrease in revenue is mainly due to decrease in income from sale of traded goods.

The Total Income for the year ended March 31, 2023 was at Rs 409.68 lakhs as compared to Rs 436.42 lakhs in the previous year. Profit before tax for the current year stood at Rs 130.51 lakhs as against Rs 184.70 lakhs during the previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

The year under review witnessed constant changes in the global geo-economic environment. The worldwide economy encountered numerous challenges, including increasing geopolitical tensions, stagnating growth, and turbulent financial markets. Despite the unwinding of supply chain disruptions, the year continued to be impacted by the Ukraine war. The above led to inflation remaining persistent at higher levels contributing to rising prices of food, commodities and energy.

Against this backdrop, however, India showcased remarkable resilience in the face of global uncertainties, setting itself apart from numerous advanced economies. The country maintained strong performance in 2022 across all sectors, primarily due to robust domestic demand and a supportive policy environment.

The changed economic, social, environmental, and political expectations are expected to play an even greater role in shaping the future.

The Company''s business activity currently consists of Industrial Chemicals, Investments and Leasing. During the year under review, revenue from industrial segment was Rs 69.97 lakhs compared to Rs 95.03 lakhs in the previous year, revenue from investment activity was Rs 121.35 lakhs in comparison to Rs 138.55 lakhs in the previous year, while leasing activity yielded a revenue of Rs 199.56 lakhs as compared to Rs 182.49 lakhs in the previous year.

The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational transactions / information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company. The observations arising out of the internal audits are periodically reviewed at appropriate level and summaries along with corrective actions plans, if any, are submitted to the management and Audit Committee for review, comments and directions. The concerned persons undertake corrective action in their respective areas and thereby strengthen the controls.

The Company has entered into any transaction(s) with entities belonging to the promoter / promoter group who hold 10% or more shareholding in the Company details of which appear in note no. 26.05 of the financial statement.

Information pertaining to financial performance forms part of this Report.

There were no material developments in the Company''s Human Resource Capital.

RATIOS

Key Financial Ratios

1. Return on Net Worth decreased to 3.71% during the current year in comparison to 13.21% in the previous year mainly due to decrease in income from investment activities, during the current year.

2. Inventory Turnover Ratio is Nil during the current year and also in the previous year, as there was no stock of finished goods in the previous year and at the end of current year.

3. Current Ratio is 16.02 times during the current year in comparison to 5.25 times in the previous year. The increase in the current ratio in the current year is mainly due to increase in current investments.

4. Operating Profit Margin (OPM) is 31.86% during the current year in comparison to 43.32% in previous year. The decrease in OPM in the current year is mainly due to decrease in operating income.

5. Net Profit Margin (NPM) is 28.04% during the current year in comparison to 30.57% in the previous year. The decrease in NPM is mainly due to decrease in interest income during the current year.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) At the 76^th Annual General Meeting (AGM) of the Company held on 30.9.2022:

i) Mr Piyushkumar Mehta (DIN: 08772311) was re-appointed as a director of the Company;

ii) Mr Banwari Lal Jatia (DIN: 00016823) was re-appointed as Managing Director for a period of 3 years w.e.f. 1.4.2023; and

iii) The Appointment of Ms Pranjali Mangal Bhandari (DIN: 09703528) as an Independent Director, for a period of five years, w.e.f. 23.8.2022 was approved.

b) Mr Piyushkumar Mehta (DIN: 08772311) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

c) Requisite declarations have been received from the independent directors of the Company under Section 149(7) of the Act regarding meeting the criteria of independence laid down in Section 149 (6) of the Act and also under Listing Regulations.

d) Board Evaluation:

Pursuant to provisions of the Act and the Listing Regulations the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of working of its Audit, Nomination and Remuneration and other Committees of the Board. The performance of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results thereof.

In the opinion of the Board, all the independent directors possess requisite expertise, integrity and experience.

e) Meetings:

During the year Six (6) board meetings were convened and held.

5. AUDIT COMMITTEE:

The present composition of the Audit Committee of the Company is as under:

1. Mr Vimal Chand Kothari - Chairman

2. Mr Sunil Kantilal Trivedi

3. Mr Banwari Lal Jatia

4. Ms Pranjali Mangal Bhandari

The Board of Directors of the Company has accepted all recommendations of its Audit Committee during Financial Year 2022 - 2023. The Company has in place a vigil mechanism for directors and employees, to report genuine concerns about any wrongful act and any unethical conduct with respect to the Company or its business affairs to the Audit Committee which oversees functioning of the said mechanism.

6. NOMINATION AND REMUNERATION COMMITTEE (NRC):

The NRC comprises of three members of which two including the Chairperson are Independent Directors.

Salient features of the Nomination and Remuneration policy include, having an appropriate mix of executive, non - executive and independent directors primarily to maintain independence. NRC assesses independence of directors at time of appointment / re-appointment as well as annually. NRC takes into consideration various factors as specified in the policy while considering any remuneration to be paid to directors, key managerial personnel and other employees, etc.

The Policy is available on the Company''s website www.hawcoindia.in under the section ''Policies''.

7. RISK MANAGEMENT:

In the Boards'' perception, there are no foreseeable risks which could threaten the existence of the Company.

8. UNCLAIMED SHARE CERTIFICATES:

The Company had in accordance with the Listing Regulations transferred on 27.5.2016 & 14.9.2021 to a separate demat account in the Company''s name in aggregate 10,104 unclaimed shares of the Company belonging to 79 shareholders who had failed to exchange their old certificates for new certificates in the Company allotted to members pursuant to a Scheme of Arrangement between the Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd) even after many reminders by the Company. During the year, 2 members had claimed their entitlement of 480 shares lying in the said unclaimed suspense account.

At end of the year, the number of shareholders and the outstanding shares lying in the suspense account were 77 and 9,624 respectively.

The voting rights on these unclaimed shares shall remain frozen till the rightful owner(s) claim(s) the shares.

Members who have not yet collected / claimed their share certificates can still do so through the Company''s Registrars and Share Transfer Agent.

9. AUDITORS:

Messrs GMJ & Co., Chartered Accountants (FRN: 103429W), were appointed as Statutory Auditors of the Company for 5 years from the conclusion of the 73^rd AGM.

The requirement of ratification of appointment of the Statutory Auditors at every AGM has been dispensed with. Accordingly, no such item has been placed for approval of the members at this AGM.

Messrs GMJ & Co., have confirmed that they are eligible for continuing to act as statutory auditors of the Company and no proceeding against the firm or any partner of the firm is pending with respect to professional matters of conduct.

10. AUDITORS'' REPORT:

The Auditors'' Report does not contain any reservation, qualification or adverse remark.

11. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed hereto as ''Annexure I''.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

12. LOANS, GUARANTEES OR INVESTMENTS:

Details of investments, loans appear in notes to the financial statements. No guarantee or security was provided by the Company on behalf of others during the year.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

The Company has made few material related party transactions during the year after obtaining appropriate approvals. During the year, the Company did not enter into any materially significant related party transactions that may have potential conflict with the interest of the Company.

In terms of Section 134 details of the same are stated in Form AOC-2 annexed hereto as ''Annexure II''.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company is not into any manufacturing activity there are no particulars to be specified under the heading ''conservation of energy''. There is no technology involved in the business being carried on by the Company. The Company did not earn nor spent any foreign exchange during the year.

15. CORPORATE SOCIAL REPONSIBILITY (CSR):

None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the Company.

16. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate.

17. PARTICULARS OF EMPLOYEES:

a. Required particulars of employees under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure IN'' to this report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. ANNUAL RETURN:

The annual return of the Company for the year ended 31^st March, 2023 in the prescribed format is available on the website of the Company at www.hawcoindia.in under the section ''Disclosures''.

19. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Schedule V of the Listing Regulations has been attached to this Annual Report.

A certificate from Mr Shailesh Kachalia, a practicing Company Secretary, regarding compliance with conditions of Corporate Governance as stipulated in the Listing Regulations is annexed to this Report as ''Annexure IV''.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act, your directors state that:

(a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanations relating to material departures;

(b) Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of its profit for the year;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

21. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is not required to maintain cost records.

22. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.

23. GENERAL:

Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year;

i. Details relating to Deposits covered under Chapter V of the Act;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iv. No significant or material orders were passed by Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in the future;

v. No material changes and commitments have occurred after close of the year till the date of this report, which might affect the financial position of the Company;

vi. No fraud is reported by auditors under Section 143(12) of the Act;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

viii. There was no instance of one-time settlement with any Bank or Financial Institution.

Your directors further state that, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review there were no complaints filed under the said Act.

24. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board

Banwari Lal Jatia Piyushkumar Mehta

Managing Director Director

Dated: 25^th August, 2023 (DIN: 00016823) (DIN: 08772311)

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Mar 31, 2014

Dear Members,

Your Directors have pleasure in placing before you their Sixty Eighth Annual Report together with the Audited Accounts for the year ended March 31,2014.

FINANCIAL RESULTS AND APPROPRIATIONS

Year Ended Previous Year March 31, 2014 March 31, 2013

Loss before Interest, Depreciation & Exceptional Items (14.29) (104.46)

Interest 3.55 13.42

Depreciation, etc. 28.04 26.33

Loss before Taxation (45.88) (144.21)

Prior Year Adjustments 0.25 0.71

Provision for Taxation 3.34 7.72

Deferred Tax (28.31) (5.86)

Net Loss after Taxation (20.67) (145.36)

Balance b/f from Previous Year 3,058.47 3,203.83

Carried forward 3,037.80 3.058.47

In view of the loss the Directors do not recommend any dividend for the year under review

OPERATIONS

During the year under review, Revenue from Operations of the Company was higher by 04.32% at ? 31^t 47 lacs as against 301.46 lacs in the previous year. Loss before Tax stood at ? 45.88 lacs as compared to Rs. 144.21 lacs for the previous year, representing a significant decline of 68.18% Loss after Tax stood at Rs. 20.67 lacs.

In view of the downturn in the economy during the year under review, your Company's performance was impacted to a great extent due to rising inflation, rupee depreciation, increased cost of capital, increased cost of crude oil and restrained demand from end-users.

DIRECTORS

Details regarding persons proposed to be appointed as directors at the Annual General Meeting to be held on 30.9.2014 due to changes arising from the implementation of the Companies Act. 2013 are provided in the annexure to the Notice convening the Annual General Meeting.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

STATUTORY AUDITORS

Your Company's Auditors, M/s. Khare & Co., Chartered Accountants, retire at the ensuing Annual General Meeting of the Company. They have, however, requested the Board not to propose their reappointment due to professional occupancy. Accordingly, the Board of Directors on the recommendation of the Audit Committee, recommends the appointment of M/s. GMJ & Co., Chartered Accountants as Statutory Auditors of the Company to hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Seventy Third Annual General Meeting, subject to ratification b*shareholders at every Annual General Meeting.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company expended ? 0.50 lacs in foreign currency. There was no foreign exchange earning. There are no other particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

PARTICULARS OF EMPLOYEES

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder

MANUFACTURING ACTIVITIES

The manufacturing activity at the Company's Sarigam Plant in Gujarat which was closed in November, 2008 is resumed w.e.f 2002.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 2 of the Companies Act, 1956, the Directors of the Company to the best of their knowledge and belief and on the basis of the information and explanations received by them hereby state and confirm that:

(i) In the preparation of the Annual Accounts, applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the loss of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities; and

(iv) The Directors have prepared the annual accounts on a going concern basis.

EMPLOYEE RELATIONS:

Relations with employees during the year continued to be cordial.

ACKNOWLEDGEMENTS

The Board sincerely thanks all Stakeholders for their continued support.

For and on behalf of the Board

Dated: 2nd September, 2014 Banwari Lai Jatia Om Prakash Adukia Managing Director Director

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Mar 31, 2013

The Directors present the 67th Annual Report of the Company, together with the audited Statements of Accounts tor the year ended 31st March, 2013.

1. FINANCIAL RESULTS AND APPROPRIATIONS

(Rs.Lacs)

Year ended 31* March, 2013 Year ended 31''March, 2012

Profit before Interest, Depreciation and Exceptional Items (104.46) 28.71

Interest 13.42 0.45

Depreciation, etc. 26.33 23.41

Profit Before Taxation (144.21) 4.85

Prior Year Adjustments 0.71 10.39

Provision for Taxation 7.72 18.87

Deferred Tax (5.86) (984.65)

Net Profit after Taxation (145.36) 981.02

Balance b/f from Previous Year 3203.83 2222.81

Carried forward 3058.47 3203.83



In view of the loss, no dividend is being recommended.

2. OPERATIONS:

The Company''s Revenue from Operations was substantially higher at Rs. 301.46 lacs as compared to Rs. 202.30 lacs last year. However despite growth in revenue, the Company recorded an after tax loss of Rs.145.36 lacs mainly due to lower revenue from other income.

Deceleration in industrial output and exports has weakened India''s economic growth and the volatile crude oil prices, the weak Rupee, stubborn inflationary conditions, the global economic uncertainties and disturbances in many parts of the world have contributed to general sense of pessimism and negativism prevalent all across. It is difficult to forecast the outlook for the current year given the uncertainties in the present scenario. However efforts are being made to improve performance and profitability.

3. PUBLIC DEPOSITS:

No deposits were accepted by the Company during the year.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr.Om Prakash Adukia retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

During the year Mr. Dharmendra Agarwal was appointed as additional director by the Board. In terms of Section 260 of the Companies Act, 1956 he holds office upto date of the ensuring Annual General Meeting.

5. AUDITORS:

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. fi.

6. FOREIGN EXCHANGE EARNING &OUTGO : -

The Company expended Rs. 7.07 lacs in foreign currency. There was no foreign exchange earning. There are no other particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

7. PARTICULARS OF EMPLOYEES :

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss ol the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accountino/records in accordance with the provisions ot the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

9. SECRETARIAL COMPLIANCE REPORT :

Copy of a certificate from a secretary in whote-time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS :

Relations with employees during the year continued to be cordial.

11.ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support,



On Behalf of the Board

Mumbai, Banwari Lai Jatia

26th August, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors present the 66th Annual Report of the Company, together with the audited Statements of Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

Year ended Year ended 31st March, 2012 31st March, 2011 (Rs.Lacs) (Rs.Lacs)

Profit before Interest, Depreciation and Exceptional Items 28.71 181.61

Interest 0.45 2.03

Depreciation, etc. 23.41 59.47

Profit Before Taxation 4.85 120.11

Prior Year Adjustments 10.39 2.74

Provision for Taxation 18.87 (3.47)

Deferred Tax (984.65) 0.68

Net Profit after Taxation 981.02 125.64

Transfer to General Reserve - 50.00

Balance b/f from Previous Year 2222.81 2147.17

Carried forward 3203.83 2222.81

2. OPERATIONS:

Revenue from Operations witnessed a steep fall compared to last year, while the profit after tax was substantially higher at 7 981.02 lacs to that of Rs. 125.64 lacs recorded last year which was mainly attributed to income generated from sale of fixed assets.

The Indian economy is witnessing a strain after 2 years of sustained growth. The global financial melt down and debt crises in the euro zone, volatile crude oil prices, the weak Rupee, inflation and other factors contributing to the sluggish global growth have impacted the Indian economy which declined to 6.5% growth compared to growth of 8.4% in the preceding two financial years.

While the Government is taking monetary control measures to tame inflation, the country faces a major challenge to augment and sustain economic growth.

As reported last year, the Company had applied to the Bombay Stock Exchange for listing of 67,500 fully paid new equity shares on the Exchange pursuant to the conversion of 7,500 Zero% Convertible Debentures of Rs. 10,000 each issued earlier. The Directors are pleased to inform you that the said shares have since been listed on the Exchange.

3. PUBLIC DEPOSITS:

No deposits were accepted during the year.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Narendra Sardaisingh Karnavat retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

5. AUDITORS:

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

6. FOREIGN EXCHANGE EARNING & OUTGO:

The Company expended Rs. 5.07 lacs in foreign currency, however, there was no foreign exchange earning.

There are no other particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

7. PARTICULARS OF EMPLOYEES:

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

9. SECRETARIAL COMPLIANCE REPORT:

Copy of a certificate from a secretary in whole-time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS:

Relations with employees during the year continued to be cordial.

11. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

On Behalf of the Board

Mumbai, Banwari Lai Jatia

11 th August, 2012 Chairman & Managing Director

---

Mar 31, 2011

Dear Members,

The Directors present the 65th Annual Report of the Company, together with the audited Statements of Accounts for the year ended 31st March, 2011.

1. FINANCIAL -RESULTS AND APPROPRIATIONS :

Year ended Year ended 31st March,2011 31st March,2010 (Rs. Lacs) Rs. Lacs)

Profit before Interest, Depreciation and Exceptional Items 181.61 169.12

Interest 2.03 8.89

Depreciation 37.61 35.26

Provision for Impairment of Assets 21.86 -

Prior year Adjustments (2.74) (4.31)

Profit Before Taxation 122.85 129.28

Provision for Taxation (3.47) 16.71

Deferred Tax 0.68 58.42

Net Profit after Taxation 125.64 54.14

Transfer to General Reserve 50.00 50.00

Balance b/f from Previous Year 2147.17 2143.03

Carried forward 2222.81 2147.17



With a view to strengthen the financial position of the Company, no dividend payout is being recommended.

2. OPERATIONS :

The. Company discontinued its operations at its Sarigam Unit in June, 2010 as a result of which the turnover went down substantially. However, the Profit after Tax was Rs.125.64 lacs against the previous year's Rs. 54.14 lacs.

During the current year, the Company has converted the 7,500 Zero% Fully Paid Fully Convertible Debentures of Rs. 10,000 each issued during the year 2009 into 67,500 Fully Paid Equity shares of Rs. 10 each in the Capital of the Company at the rate of 9 equity shares for each FCD held to the holder thereof as per terms and conditions attached to the said FCDs. Following the allotment, Rs. 90 per FCD has been credited to the Share Capital account of the Company and the balance amount of Rs. 9910 paid against each FCD by the allottee has been appropriated to the Company's share premium account. As a consequence, the paid up capital now stands at Rs. 67.95 lacs.

The Company has applied to the Bombay Stock Exchange for listing of the new shares on the Exchange for which the requisite approval is awaited.

3. PUBLIC DEPOSITS :

No deposits were accepted during the year.

4. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956, Mr. Hasmukh Gandhi retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

5. AUDITORS:

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 appear in the Annexure to this Report.

7. PARTICULARS OF EMPLOYEES :

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting pplicies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

9. SECRETARIAL COMPLIANCE REPORT :

Copy of a certificate from a secretary in whole-time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS :

Relations with employees during the year continued to be cordial.

11. ACKNOWLEDGEMENTS :

The Board sincerely thanks all stakeholders for their continued support.

On Behalf of the Board

B.L.Jatia Chairman & Managing Director

Mumbai,

5th August, 2011

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Mar 31, 2010

The Directors present the 64lh Annual Report of the Company, together with the audited Statements of Accounts for the year ended 31sl March, 2010.

1. FINANCIAL RESULTS AND APPROPRIATIONS :

Year Ended Year Ended 31st March 31stMarch, 2010 2009

Rs Lacs Rs Lacs

Profit before Interest, Depreciation

and Exceptional Items 169.12 95.71

Interest 8.89 12.61

Depreciation 35.26 34.42

Prior year Adjustments (4.31) (10.29)

Profit Before Taxation 129.28 58.97

Provision for Taxation 16.71 5.36

Deferred Tax 58.42 (8.18)

Fringe Benefit Tax - 3.81

Net Profit after Taxation 54.14 57.98

Transfer to General Reserve 50.00 -

Balance b/f from Previous Year 2143.03 2085.04

Carried forward 2147.17 2143.02



With a view to strengthen the financial position of the Company, no dividend payout is being recommended.

2. OPERATIONS :

The sales were down by abqut 11 % over the previous year even though profitability was better.

The Company has invested Rs. 474 crores in the equity capital of Global Trendz Ltd, which is engaged in the wholesale business of ready made garments.

During the year under review, the Company had allotted 7,500 Zero% Fully Paid Compulsorify Fully Convertible Debentures of Rs. 10,000 each aggregating to Rs. 750 lacs on a preferential allotment basis pursuant to a special resolution passed by Members at the EOGM held on 29.10.2009. The holders of the said debentures will be entitled to get allotted 9 fully paid equity shares of Rs. 10 each in the capital of the Company at the end of 18 months from the date of allotment for every such debenture held.

3. PUBLIC DEPOSITS :

No deposits were accepted during the year.

4. DIRECTORS:

In accordance with the provisions of the Companies Act,1956, Mr. Tushar G Agarwal retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

5. AUDITORS :

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 217 (1 )(e) of the Companies - Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 appear in the Annexure to this Report.

7. PARTICULARS OF EMPLOYEES :

Particulars of employees covered by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are as under -

Name Designation Total Qualifications 8 Age Remuneration & Rs Experience

Mr B L Jatia Chairman & 2,26,800 B.Com LLB

(66 Years) Managing 42 Years Director

Name

& Age Date of Previous Percentage Commencement Employment of Equity of Employment Shares held

Mi. B L Jatia (66 Years) 26.05.1994 Houghton

Hardcastle

(India) Ltd. -

Managing

Director

Notes: 1. Remuneration includes salary, companys contribution to provident fund, house rent allowance and monetary value of perquisites.

2. The employment of the Managing Director is contractual.

8. DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.



9. SECRETARIAL COMPLIANCE REPORT :

Copy of a certificate from a secretary in whole:time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS :

Relations with employees during the year continued to be cordial.

11. ACKNOWLEDGEMENTS :

The Board sincerely thanks all stakeholders for their continued support.

On Behalf of the Board

Mumbai,

3rd August, 2010 B.L Jatia

Chairman & Managing Director