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Hawkins Cooker Directors Report, Hawkins Cooker Reports by Directors

Hawkins Cooker

BSE: 508486|NSE: HAWKINCOOK|ISIN: INE979B01015|SECTOR: Domestic Appliances
Dec 16, 10:27
0.2 (0.01%)
Hawkins Cooker is not listed on NSE
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Directors Report Year End : Mar '18    Mar 17

The have the honour to present our Fifty-Eighth Annual Report and Audited Statement of Accounts for the year ended March 31, 2018.

2017-18 Operations: Main Results

We are pleased to report good results. Once again, sales are the highest ever. Revenue from operations including excise duty in 2017-18 was Rs. 556.61 crores (up 3.1% over the previous year). The revenues are not comparable since Revenues for the periods up to June 30, 2017, include Excise Duty while Revenues for the periods after June 30, 2017, are exclusive of Goods and Service Tax which subsumed Excise Duty. Therefore, the growth of Revenue from operations on a comparable basis for the year ended March 2018 over the year ended March 2017 is actually 7.9% (Rs. 552.56 crores in 2017-18 versus Rs. 512.28 crores in 2016-17).

This year, profits are also the highest ever. Profit before tax was Rs. 73.81 crores (4.0% higher than the previous year). Net profit after tax was Rs. 48.68 crores (2.6% higher than the previous year).

The net return after tax on the average of the year’s opening and closing shareholders’ funds/net worth (including the amount of the proposed dividend and the tax thereon) was 45% (previous year: 46%).

As required, the Company has reported its results for the first time under the new accounting standard Ind AS. Previous years’ figures have been re-stated as per Ind AS.

All forward-looking statements in our report are based on our assessments and judgments exercised in good faith at this time. Of course, actual developments and/or results may differ from our present anticipation.

2017-18 operations: other aspects

The value of exports at Rs. 34.76 crores in 2017-18 was up 2.4% over the previous year. Foreign Exchange used in 2017-18 was Rs. 1.30 crores (Rs. 6.39 crores in the previous year).

As our Research & Development Unit is recognised by the Department of Scientific and Industrial Research, our expenditure on R&D in 2017-18 is eligible for the benefit of deductibility of expenses at the rate of 150% for the purpose of the computation of income tax subject to the necessary approvals by the Department of Scientific and Industrial Research and the Income Tax Department (previous year the benefit of deductibility of R&D expenses was at the rate of 200%). The expenditure on Research & Development in 2017-18 was Rs. 3.70 crores, 9% lower than the previous year. Required details are given in Appendix I. Efforts continue in our factories and offices to save energy wherever possible.

The required details of Fixed Deposits taken under Sections 73 and 76 of the Companies Act, 2013, are as follows:

(a) Amount accepted during the year: Rs. 5.64 crores.

(b) Amount remained unpaid or unclaimed as at end of the year: Nil.

(c) Default in repayment of deposits or payment of interest thereon: Nil.

Dividend and Appropriations

We are pleased to recommend Rupees Seventy as dividend per Equity Share of Rs.10 (previous year: Rupees Seventy per Share). Our recommendation takes into account the profitability, the circumstances and the requirements of the business.

Out of the amount available for appropriation of Rs.60.52 crores (previous year: Rs. 58.38 crores), we propose:

- Rs. 2.00 crore transfer to General Reserve (previous year: Rs. 1.00 crore) and

- Rs. 58.52 crores as surplus carried to the Balance Sheet (previous year: Rs. 57.38 crores).

Directors’ Responsibility Statement

The Board confirms that:

1. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures, if any. The Directors have prepared the Annual Accounts on a going-concern basis.

3. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

4. Based on the framework of the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

5. The Directors have devised proper systems that are adequate and operating effectively to ensure compliance with the provisions of all applicable laws.

Code of Conduct

The Board has formulated a Corporate Governance Code of Conduct for all the Directors of the Board and the Senior Managers of the Company. This Code is available on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the Vice-Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report.

Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013

As required under the abovementioned Act, we report that in the year 2017-18 no case of sexual harassment of women was filed under the said Act.

Corporate Governance

A separate section on Corporate Governance forms part of our Report. A certificate has been received from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both appear elsewhere in the Annual Report.


Mr. Sudeep Yadav retires by rotation as a Director at the 58th AGM of the Company and, being eligible, offers himself for re-appointment for which the Board has resolved to recommend to the shareholders a suitable resolution.

As required by the SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, notified on May 9, 2018, Special Resolutions are proposed for your approval at the 58th Annual General Meeting for the continuing from April 1, 2019, of the existing directorships of the following seven Non-Executive Directors who have attained or will attain the age of 75 years during 2019-20: Mr. Brahm Vasudeva, Mr. J. M. Mukhi, Mr. Shishir K. Diwanji, Mr. Gerson da Cunha, General V. N. Sharma (Retd.), Mr. E. A. Kshirsagar and Mr. Ravi Kant.

All the six Independent Directors, namely, Mr. J. M. Mukhi, Mr. Shishir K. Diwanji, Mr. Gerson da Cunha, General V. N. Sharma (Retd.), Mr. E. A. Kshirsagar and Mr. Ravi Kant have given written declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The Chief Executive Officer made presentations to the Independent Directors to update them on the Company’s operations, products and marketing policies, the challenges faced by the Company in 2017-18, how the Company has managed them and the challenges before the Company in 2018-19. Further, all the six Independent Directors also attended a 6-hour Familiarization Program at the Hawkins Thane factory. The required details of the Independent Directors’ Familiarization Programs are available at,


M/s. Kalyaniwalla & Mistry LLP (Firm Registration No.104607W/W100166), Chartered Accountants, have been appointed as the Statutory Auditors of the Company for an initial term of five years from the conclusion of the 57th Annual General Meeting till the conclusion of the 62nd Annual General Meeting of the Company,

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. Jayshree Dagli & Associates, Company Secretaries in Practice, to undertake the secretarial audit of the Company for the year 2017-18. The Secretarial Audit Report is annexed as Appendix II.

Extract of Annual Return in Form MGT-9 (Section 92(3) of the Companies Act, 2013)

Given in Appendix iii are the details required as per the following seven sections:

I. Registration and Other Details

II. Principal Business Activities of the Company

III. Particulars of Holding, Subsidiary and Associate


IV. Shareholding Pattern

V. Indebtedness

VI. Remuneration of Directors and Key Managerial


VII. Penalties/Punishment/Compounding of Offences

Contracts or Arrangements with related parties

All related party transactions during the year were on an arm’s length basis and were not material as per the Related Party Transactions Policy of the Company.

Corporate Social responsibility

The Company has selected an appropriate project called Improving the Health of Women and Children by Cutting Indoor Air Pollution with Pressure Cooking. After the successful pilot project conducted by the Company itself in a few villages in Jalna and Ahmednagar districts of Maharashtra in 2016-17, we have decided to implement the said project appropriately scaled up with suitable Implementation Partner(s). The Company has initiated this approach by partnering with Bhagirath Gramvikas Pratishthan (BGP) in implementing the said project in the Sindhudurg district of Maharashtra. The village women were explained how they could reduce their and their children’s exposure to Indoor Air Pollution by the use of Pressure Cookers - with live demonstrations and pressure cookers being offered to the villagers by BGP at a 50% discount on the MRP

However, because of the time taken to identify and implement the said project with a suitable Implementation Partner, we could not spend all of the Rs. 1.17 crores on activities under Corporate Social Responsibility in the year ended March 31, 2018.

We plan to scale up the implementation of the said project in 2018-19 in partnership with the suitably identified and selected Implementation Partner(s) in one or more States of India. The required Annual Report on CSR is given as Appendix iV.

Directors’ performance evaluation

The performance evaluation of each Director of the Board was carried out by the Nomination and Remuneration Committee at its Meeting held on May 30, 2018, as per the criteria set by it earlier. The said criteria are included in the Corporate Governance Report enclosed herewith. The performance evaluation of the non-Independent Directors, the Board as a whole and the Chairman of the Board was carried out by the Independent Directors at their separate meeting held on May 30, 2018. The Board of Directors at its meeting held on May 30, 2018, reviewed the reports of evaluation received from the Nomination and Remuneration Committee and the Independent Directors and also the functioning of the Committees of the Board and carried out the evaluation of the Board as a whole, the Committees of the Board and each Director and found the performance of the Board, the Committees and all the individual Directors to be satisfactory.

Remuneration policy

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a remuneration policy for all employees of the Company including senior management and the Directors. The remuneration policy of the Company is designed to attract, motivate and retain suitable manpower in a competitive market. The remuneration package for each person is designed keeping a balance between fixed remuneration and profit and performance-linked incentives in order to achieve corporate performance targets. The policy is aligned with the Company’s mission, which states: “Our single-minded determination to please customers drives the kind of people we employ and promote, the investments we make and the results we produce.” The Remuneration Policy is placed at the Company’s website at download/RemunerationPolicy.pdf. The Board affirms that the remuneration is as per the Remuneration Policy of the Company, Information as per Section 197 of the Companies Act, 2013, is given in Appendix V.

Vigil Mechanism

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns or grievances including unethical behaviour, fraud or violation of the Company’s Corporate Governance Code of Conduct. The authority for the implementation of the policy rests with the Executive Director-Finance & Administration under the overall supervision of the Audit Committee of the Board.



June 25, 2018 CHAIRMAN

Source : Dion Global Solutions Limited
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