Dear Shareholders,
Your Directors are pleased to present the 33rd Annual Report on business and operations of Haldyn Glass Limited ["the Company"] along with the Audited Financial Statements [Standalone and Consolidated] for the financial year ["FY"] ended March 31, 2024 and the report of the Auditors thereon.
1] FINANCIAL RESULTS:
The financial performance of the Company for the year ended March 31, 2024 on a Standalone and Consolidated basis, is summarized below: [ in Lakhs]
2] OPERATIONAL PERFORMANCE / STATE OF COMPANY'S AFFAIRS:
[a] Standalone Performance:
During the year under review, the total income of your Company stood at 31,436.03 lakhs as against 32,430.14 lakhs in the previous year, showing a decline of 3.07%. The Company earned a profit after tax of 1,875.61 lakhs as against 1,969.53 lakhs in the previous year, thereby registering a decline of 4.77%.
Due to decline in the profit, the earning per share decreased from 3.66 in the previous year to 3.49 in the year under review.
[b] Consolidated Performance:
During the year under review, the total income of your Company stood at 31,436.03 lakhs as against 32,429.61 lakhs in the previous year, showing a decline of 3.06%. The Company earned a profit after tax of 2,456.72 lakhs as against 2,691.60 lakhs in the previous year, thereby registering a decline of 8.73%.
Due to decline in the profit, the earning per share decreased from 5.01 in the previous year to 4.57 in the year under review.
3] DIVIDEND:
The Board has recommended a dividend of 70% i.e. 0.70 per share of face value of 1/- each, for the approval of the shareholders at the ensuing Annual General Meeting ["AGM"]. The total pay-out on account of dividend, if approved, by the shareholders will be 376.26 lakhs which will be subject to deduction of tax at source as applicable and shall be payable during financial year 2024-25.
4] TRANSFER TO RESERVES:
Your directors do not propose to transfer any amount to reserves for the financial year
5] SHARE CAPITAL:
[a] Authorized Capital:
The Authorized share capital of the Company as on March 31, 2024 stood at 1,500 lakhs comprising of 15,00,00,000 Equity shares of 1/- each.
[b] Paid-up Capital:
The paid-up share capital of the Company as on March 31, 2024 stood at 537.52 lakhs comprising of 5,37,51,700 shares of 1/- each.
The Company has not issued and allotted any securities during the year ended March 31, 2024.
6] EMPLOYEE STOCK APPRECIATION RIGHTS PLAN:
[i] The Company has one ongoing Employee Stock Appreciation Rights Plan - 2021 ["ESAR Plan 2021"]. The Members approved the ESAR Plan by way of Postal Ballot on May 27, 2021 for issuance of the Employee Stock Appreciation Rights
["ESARs"] to the identified employees of the Company.
The Nomination and Remuneration Committee of the Company, inter-alia, administers and monitors ESARs, implemented by the Company in accordance with the relevant provisions of the Act and the SEBI [Share Based Employee Benefits and Sweat Equity] Regulations, 2021, [including any statutory modification[s]and / or re enactment[s] thereof for the time being in force] ["SEBI SBEB Regulations"]. During the year under review, there were no material changes in the ESARs of the Company. The details of the ESARs granted under the aforesaid ESAR Plan and the disclosure in compliance with SEBI SBEB Regulations for the year ended March 31, 2024 is annexed as "Annexure-I" to this report and has also been uploaded on the website of the Company at www.haldyglass.com.
[ii] In light of growing business and to align interests of shareholders with that of employees, your company has proposed a new employee stock appreciation rights ["ESARs"] plan namely "Haldyn Glass Limited -
Stock Appreciation Rights Plan 2024" ["ESAR Plan 2024"] seeking to cover eligible employees of the Company and of its subsidiaries.
Accordingly, the Nomination and Remuneration Committee of the Directors ["Committee"] and the Board of Directors of the Company at their respective meetings held on March 14, 2024, and April 04, 2024 had approved the introduction of ESAR 2024, subject to approval of members at the ensuing annual general meeting.
7] FINANCIAL STATEMENT: statements for the year ended on TheAuditedstandaloneandconsolidatedfinancial March 31, 2024 have been prepared in accordance with the Indian Accounting Standards [Ind AS], provisions of the Companies Act, 2013 [hereinafter referred to as "The Act"] read with the Companies [Accounts] Rules, 2014 as amended from time to time and Regulation 33 of the Securities Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 [hereinafter referred to as "SEBI Listing Regulations"]. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report. The Audited financial statements together with Auditor's Report form part of the Annual Report.
8] DEPOSITS COVERED UNDER CHAPTER V OF THE ACT:
During the year under review, the Company has not invited / accepted any deposit within the meaning of Section 73 of the Act and rules made thereunder, as amended from time to time.
9] PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, guarantee and investment covered under section 186 of the Act, form part of the notes to the financial statement provided in this Annual Report.
10] MANAGEMENT DISCUSSION AND ANALYSIS:
i] INDUSTRY STRUCTURE & DEVELOPMENTS:
Your Company is engaged in the business of manufacturing glass containers for packaging alcoholic & non-alcoholic beverages, food, personal care and homecare products. While the liquor industry remains the largest customer segment, your company continues to invest in infrastructure modernization, talent acquisition and skills development to enhance capabilities to diversify product offerings. Consequently, your Company has been able to make good progress in acquiring new international as well as domestic customers/brands in various markets.
ii] OPPORTUNITIES AND THREATS:
The World Economic Outlook report has retained the global growth projection at 3.2% for this year but has projected a faster pace of expansion in emerging markets and developing countries driven by India and China. The International
Monitory Fund [IMF] has projected growth in India's GDP at 7% during the current financial year 2024-25. Furthermore, Asian Development Bank [ADB] also has retained India's growth forecast for financial year 2024-25 at 7%. India's GDP expanded at 8.2% during financial year 2023-24 and is expected to continue to grow. Amid a boost in private consumption, especially in rural areas and against the backdrop of an expected good monsoon, the Indian economy will remain the fastest growing major economy even in financialyear 2025-26. Robust growth in the manufacturing industry, strong demand for construction and stronger than expected fiscal position of the country are expected to further boost growth. The National Council of Applied Economic Research [NCAER] further highlighted that the Indian economy is expected to achieve a growth rate of higher than 7% growth in financial year 2024-25.
Challenges:
The challenge of rising inflation, household debt, high interest costs and diminishing savings could weigh on long-term growth sustainability. However, inflation is expected to moderate in the second half of the fiscal year barring surprises from rising oil or food prices, which may exert further pressure on overall prices. The Asian Development Bank has warned that the growth forecast should be considered in light of potential risks from weather related events and geopolitical disturbances. The Economic Survey 2023-24 also highlighted concerns over increasing protectionism due to ongoing geopolitical tensions and the impacts of climate change. iii] SEGMENT WISE OR PRODUCT WISE PERFORMANCE:
Your Company's business activity falls within a single primary business segment viz. Glass bottles / containers. As such there are no separate reporting segments.
iv] OUTLOOK:
Prospects for growth shall remain positive due to emerging consumer spending patterns in India. The rise of the middle-income class and resultant shift in consumption patterns towards demand for premium products is expected to increase consumer spending. This will further drive overall private consumer expenditure and support higher growth.
Buoyed by an 8.2% GDP growth and a boom in tax receipts the fiscal deficit is expected to decrease from 5.9% of GDP last yearto4.9%thisyear.Indiaisonthecuspof significantboost to the private capital expenditure cycle. High capital expenditure spending plans by the Government over the past few years is now expected to increase private investments.
The recent budget has proposed abolishment of angle tax, reduction in corporate tax on branches of foreign firms and reduction in import duty. Furthermore, the budget has allocated infrastructure capex of 3.4% of GDP, schemes to spur employment and provided income tax relief to cheer the middle class to boost the economy.
Management is hopeful that the Indian economy will remain resilient and continue to be the fastest growing major economy for the current fiscal year and the next year. India will emerge as a preferred destination for multinational companies looking to relocate their operations under China+1 policies.
Haldyn's Highlight and Outlook:
During the fiscal year 2023-24, we successfully completed the relining and expansion of one of our furnaces and modernised our other furnace with state-of-the-art inspection and packaging technology. With this infrastructure upgrade, Haldyn is well poised to take advantage of the opportunities in the domestic as well as international markets.
v] RISKS AND CONCERNS:
Global economy could encounter headwinds from further escalation of Russian war with Ukraine and the conflict in Gulf region. Moreover, continued tension between China and Taiwan- could further impede global economic recovery. Slowing growth in euro area, Russia and the US, has major consequences for global outlook. Such geopolitical and economic uncertainties are dampening business confidence.
Competitive environment due to the current surplus capacity in the glass industry will continue to pose some challenges.
The Company also faces the risk of volatility in forex, freight & fuel prices. However, we remain confident in our ability to navigate these challenges and take advantage of opportunities that lie ahead through innovation and transformation. We work towards our vision for sustained growth and value creation for all our stakeholders. Hence, management is of the opinion that the current challenges are temporary and the future augurs well for the Company.
vi] INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company's internal financial control systems are designed to provide assurance regarding the reliability of financial reporting and are commensurate with the nature of its business, it's size and complexity of its operations. Internal controls at the Plant, Corporate Office and key areas of business are regularly tested and certified by Internal Auditors. Important internal audit observations and follow up actions thereon are reported to the Audit Committee which also reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and system.
vii] DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
During the year under review, we undertook several initiatives to improve productivity as well as the quality of products which were well appreciated by our customers. One of the furnaces remained shut for 90 days to undertake relining. In-spite of the furnace closer, we could achieve 93% of previous years' revenue and achieved a 4% growth in profit before tax. viii] MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF EMPLOYEES EMPLOYED:
Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company. The industrial relations continued to remain cordial during the year. Employees being a key factor, the Company encourages employees for continuous learning by conducting periodical training programmes throughout the year.
ix] KEY FINANCIAL RATIOS:
The key financial ratios are as below:
Note:
Ratios for the previous year are aligned with the current year whereverrequiredduetoreclassificationand in consistent with industry practice.
Refer Note 44 of standalone as well as consolidatedfinancialstatementsforreasonsrelatingtosignificantchanges as compared to previous year.
11] DIRECTORS & KEY MANAGERIAL PERSONNEL:
a] Directors:
During the year under review, the Board comprises of 7 [Seven] Directors, out of which 4 [Four] Directors are Non-Executive Independent Directors [including a Woman Director], 1 [One] Director is Non-Executive Non-Independent Director and 2 [Two] are Executive Directors including 1 [One] Chairman and 1 [One] Managing Director as follows:
i] Mr. Narendra Shetty [DIN: 00025868] - Executive Chairman
ii] Mr. Tarun Shetty [DIN: 00587108] - Managing Director
iii] Mr. Rohan Ajila [DIN: 01549005] - Non-Executive Non-Independent Director
iv] Mrs. Kishori Udeshi [DIN: 01344073] - Non-Executive Independent Director
v] Mr. Sikandar Talwar [DIN: 01630705] - Non-Executive Independent Director
vi] Mr. Ajit Shah [DIN: 02396765] - Non-Executive Independent Director
vii] Mr. G. Padmanabhan [DIN: 07130908] - Non-Executive Independent Director On recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 13, 2024, recommended to the shareholders, appointment of Ms. Mona Cheriyan [DIN: 10479050] as an Independent Director of the Company.
b] Key Managerial Personnel:
In terms of the provisions of Section 2[51] and Section 203 of the Act, the following are the Key Managerial Personnel [KMP] of the Company during the year under review:
i] Mr. Narendra Shetty [DIN: 00025868] - Executive Chairman ii] Mr. Tarun Shetty [DIN: 00587108] - Managing Director iii] Mr. Niraj Tipre - Chief Executive Officer iv] Mr. Ganesh P. Chaturvedi - Chief Financial Officer v] Mr. Dhruv Mehta - Company Secretary & Compliance Officer c] Re-appointment / Resignation:
In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Narendra Shetty [DIN: 00025868], having age 84 years, Executive Chairman of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.
Mr. Ajit Shah [DIN: 02396765], Independent Director has completed their tenure of five consecutive years on July 16,
2024. On recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 24, 2024, has recommended his re-appointment as an Independent Director of the Company for a second term of five consecutive years with effect from July 17, 2024 till July 16, 2029 [both days inclusive], to the members in the 33 rd Annual General Meeting.
Mr. G. Padmanabhan [DIN: 07130908], Independent Director has completed their tenure of five consecutive years on July 16, 2024. On recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 24, 2024, has recommended his re-appointment as an Independent Director of the Company for a second term of five consecutive years with effect from July 17, 2024 till July 16, 2029 [both days inclusive], to the members at the 33 rd Annual General Meeting.
On recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on August 13, 2024, has recommended the appointment of Ms. Mona Cheriyan [DIN: 10479050] as an Independent Director of the Company for a term of five consecutive years with effect from August 13, 2024 till August 12, 2029 [both days inclusive], to the members at the 33rd Annual General Meeting.
As required under the SEBI Listing Regulations, particulars of Director seeking appointment / re-appointment at the ensuing General Meeting has been given in the Notice of the 33rd Annual General Meeting. The aforesaid Director is not disqualified from being appointed as Director, as specified in Section 164 of the Act.
The proposal regarding the appointment / re-appointment of the aforesaid Directors are placed for your approval. The Board of Directors recommends their appointment / re-appointment.
d] Declaration by Independent Directors:
All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149[6] of the Act and Regulation 25[8] and 16[1][b] of SEBI Listing Regulations, as amended from time to time and are independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
e] Number of meetings of the Board:
During the year under review, 4 [Four] Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations. Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms a part of this Annual Report.
f] Committees of the Board:
The Company has constituted various Committees of the Board as required under the Act and the SEBI Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.
g] Familiarization program for Independent Directors:
The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. For details of the Familiarisation programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.
h] Evaluation of the Board, its committees and Directors:
In terms of the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.
The board carried out an annual performance evaluation of its own performance, individual directors as well as the working of the committees of the board. The performance evaluation of board and committees was carried out by the board after seeking all inputs from all the directors on the basis of criteria such as composition, structure, effectiveness and functioning of the Board and its respective committees. The performance evaluation of the individual directors was carried out by the entire board excluding the director being evaluated. In the separate meeting of independent directors, performance evaluation of the Chairperson and the Non-Independent Directors and board as a whole was carried out taking into account views of Executive and Non-Executive Directors. The overall performance of chairman, Executive directors, Non-Executive Directors, Board and Committees of the Board was found satisfactory.
12] CORPORATE GOVERNANCE REPORT:
A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Practising Company Secretary confirming compliance, forms a part of this Annual Report, as per the Listing Regulations.
13] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by the Companies [Accounts] Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the "Annexure-II" to this report.
14] CORPORATE SOCIAL RESPONSIBILITY [CSR] – INITIATIVES:
In terms of the provisions of Section 135 of the Act read with Companies [Corporate Social Responsibility] Rules, 2014, as amended from time to time, the Board of Directors has constituted a Corporate Social Responsibility ["CSR"] Committee under the Chairmanship of Mr. Tarun Shetty, Managing Director [DIN:00587108]. The other members of the Committee are Mr. Sikandar Talwar, Independent Director [DIN: 01630705] and Mrs. Kishori Udeshi, Independent Director [DIN: 01344073]. Your Company also has in place a CSR policy and the same is available on your Company's website at http://www.haldynglass. com/direct/csr-policy.pdf.
During the year under review, the Company was required to spend 36,73,207/- towards CSR initiatives. The CSR Committee has approved the activities to be undertaken for spending CSR towards promotion of healthcare.
During the financial year 2023-24, the Company has spent the amount of 36,75,280/- towards CSR initiatives. The Report on CSR activities as required under the Companies [Corporate Social Responsibility] Rules, 2014, as amended from time to time, is annexed as "Annexure-III" forming part of this Report.
15] EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92[3] read with Section 134[3][a] of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at http://www.haldynglass.com/direct/AnnualReturn/MGT-7/2023-24.pdf
16] 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 have been no reportable material changes and commitments 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 this report.
17] DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE: passed by the Regulators/courts that would impact the going concern status ofTherearenosignificant the Company and its future operations.
18] DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has one wholly owned subsidiary as well as one joint venture Company as at the end of the financial year ended March
31, 2024. Details of the same are as follows:
* The shareholding of the Company in HHFGPL is 56.80% as on March 31, 2024. Though this has resulted in HHFGPL becoming a subsidiary of the Company based on percentage holding, however, the Company will exercise rights and control in accordance with the terms of the agreements entered with joint venture partners. As the Company's substantive rights would remain restricted, HHFGPL will continue to be an Associate/ Joint Venture of the Company. Pursuant to the provisions of section 129[3] of the Act, a statementcontainingsalientfeaturesofthefinancialstatements of the Company's wholly owned subsidiary as well as associate Company financialstatements FormAOC-1isattachedtothe of the Company as "Annexure-IV" to this Report.
Further, pursuant to the provisionsofsection136oftheAct,thefinancialstatements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company at www.haldyglass.com.
PERFORMANCE HIGHLIGHTS:
Haldyn Heinz Fine Glass Private Limited:
The Board of Directors is pleased to inform you that in our joint venture company ["JV"], the furnace has been rebuild during the year with expanded capacity. This will help us in our endeavour to build world class capabilities to address the potential of global markets. In spite of closure of the furnace for a part of the year, the JV has reported healthy profit being proportionate to the level of full operations of previous year.
Haldyn Glass, USA Inc.:
The Company has incorporated a wholly owned subsidiary in USA to provide marketing services.
19] CONSOLIDATED FINANCIAL STATEMENT:
As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India [ICAI]. The Audited Consolidated Financial Statement together with Auditors' Report forms part of the Annual Report.
20] NOMINATION AND REMUNERATION POLICY:
In terms of the provisions of the Act and the SEBI Listing Regulations as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees has been formulated by the Committee and approved by the Board of Directors. The details of the policy is available on the Company's website at http://www.haldynglass.com/direct/nomination-remunerationpolicy.pdf.
21] PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section 197[12] of the Act read with Rule 5[1], Rules 5[2] and 5[3] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is attached herewith as "Annexure-V".
22] VIGIL MECHANISIM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The Vigil Mechanism is available on the website of the Company at http://www.haldynglass.com/direct/vigil-mech.pdf.
23] RISK MANAGEMENT:
We firmly believe that efficient monitoring and management of risks are essential for the Company to achieve its strategic objectives. To accomplish this, the Company has in place a Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues. Under the current challenging, competitive and disruptive environment, the strategy for mitigating inherent risks in accomplishing the growth plan of the Company is imperative. The common risks inter-alia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.
24] DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134[3][C] of the Act, your Directors hereby state and confirm that: i] In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departures. ii] Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as on March 31, 2024 and of the Company's profit for the year ended on that date. iii] Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv] The annual financial statements have been prepared on a going concern basis. v] The internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively. vi] Proper systems were devised to ensure compliance with the provisions of all laws applicable to the Company and that such systems were adequate and operating effectively.
25] RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year 2023-24 were on arm's length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act, Rules made thereunder and the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee, the Board and the shareholders, if required for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted, are subsequently audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.
Particulars of contracts/ arrangements with related parties entered into under section 188[1] are available in Form AOC-2 as "Annexure-VI" to this report.
The Company has not given any loan to its Associate Company and hence disclosure under Part A of Schedule V read with regulation 34 [3] of Listing Regulations is not required.
As required under Regulation 23[1] of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website at http://www.haldynglass.com/direct/relatedparty.pdf.
26] AUDITORS AND AUDITORS REPORTS: a] Statutory Auditor:
At the Company's 31st Annual General Meeting held on September 14, 2022, M/s. KNAV & CO. LLP [Firm Registration No. 120458W / W100679], Chartered Accountants were appointed as statutory Auditors of the Company for a period of
5 [five]years, till the conclusion of 36th Annual General Meeting.
The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks. b] Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and the Companies [Appointment and Remuneration of Managerial
Personnel] Rules, 2014, as amended from time to time, the Company had appointed M/s. SPANJ & ASSOCIATES, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The
Report of the Secretarial Audit carried out is annexed herewith as "Annexure-VII".
The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134[3] of the Act. The Board has on the recommendation of the Audit Committee appointed M/s. P. Diwan & Associates, Company
Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the financial year 2024-2025. c] Cost Audit:
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148[1] of the Act are not applicable for the business activities carried out by the Company.
27] DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND
REDRESSAL] ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a ‘Respect for Gender' Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed thereunder.
The said policy is uploaded on the website of the Company at http://www.haldynglass.com/direct/sexualharassment.pdf.
Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.
28] REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143[12] of the Act and Rules framed thereunder.
29] TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND [IEPF]:
During the year under review, your Company has transferred a sum of 5,82,231 [Rupees Five Lakh Eighty-Two Thousand Two Hundred and Thirty-One only] to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the FY 2015-16 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment. As per the Investor Education and Protection Fund Authority [Accounting, Audit, Transfer and Refund] Rules, 2016, as amended [‘IEPF Rules'], the Company has uploaded the information in respect of the unclaimed dividends on the website of the Company at www.haldynglass.com.
Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 19,316 Equity Shares of face value
1/- per share to the demat account of the IEPF Authority during FY 2023-24.
The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares transferred to IEPF are uploaded on the website of the Company at www.haldynglass.com.
The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the Company's website at www.haldynglass.com.
30] THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 [31 OF 2016] DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There was no application made against the company or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 [31 of 2016] during the year.
31] GREEN INITIATIVE:
Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. To support the company's ‘Green Initiative', members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with our Registrar and Share Transfer Agent- M/s. Link Intime India Private Limited ["RTA"] in case the shares are held by them in physical form. Your Company appeals other Members also to register themselves for receiving Annual Report/documents in electronic form.
32] ACKNOWLEDGEMENT:
The Directors would like to extend their sincere gratitude to the Company's customers, vendors, and investors for their unwavering confidenceand patronage. We are deeply appreciative of the continuous support received from financial institutions, business associates, regulatory and governmental authorities, whose cooperation, support, and guidance have been instrumental in our success. The Directors express their utmost appreciation for the dedicated efforts and contributions of every employee including the workmen at our manufacturing plants, who have demonstrated unwavering support and resilience during these challenging times. It is through the collective efforts of our stakeholders and employees that we continue to thrive and achieve our goals.