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Hemang Resources Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2007 2006

Director’s Report

The Directors have pleasure in presenting the Twenty Second Annual Report and the Company''s audited financial statement for the Financial year ended March 31, 2015. FINANCIAL RESULTS The summary of the financial result of the Company for the year under review are as under: (Rs,in Lac) For the year For the year ended 31.03.2015 ended 31.03.2014 Sales & Other Income 60993.09 30399.34 Profit / (Loss) before Depreciation, Finance Cost & Tax 1613.00 1307.30 Less: Depreciation & Amortization 0.29 - Finance Cost 755.37 978.84 Profit/(Loss) before tax 857.35 328.46 Add\(Less) : Prior period adjustments Add \(Less) : Provision for Income-Tax 282.04 120.77 Profit/(Loss) after Tax 575.31 207.69 Add: Balance brought forward from last year 936.64 539.15 Add: Reversed from Capital Redemption Reserve - 342.87 Amount available for Appropriation 1511.95 1089.71 Less: Proposed Dividend on preference shares 16.00 16.00 Less: Proposed Dividend on Equity Share Capital -- 66.00 Less: Dividend Distribution Tax 03.20 13.94 Less: Transfer to Capital Redemption Reserve 57.14 57.13 Balance carried forward 1435.61 936.64 PERFORMANCE REVIEW During the year under review, your Company has posted Turnover of f 62778.61 Lacs as compared to the turnover of < 30091.05 Lacs in previous year and Profit after tax of f 575.30 Lacs as compared to the Profit after tax of f 207.69 Lacs in previous year. - Turn-over increased by 108.62% to f 62778.61 Lacs. RESERVE During the year under review, Company has transferred f 57.14 Lacs to Capital Redemption Reserve and no amount was transferred to General Reserve. DIVIDEND With a view to plough back the profit of the Company for future expansion/requirement your directors do not recommend dividend to Equity Shareholders, however your directors are pleased to recommend payment of dividend of 2% on cumulative redeemable preference shares. PUBLIC DEPOSITS During the year under review, the Company has not invited or accepted any public deposits in accordance with the provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. DIRECTORS Pursuant to Articles of Association of the Company and Sub Section (1) of Section 161 of the Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Shashikanth Vyankatesh Chaoji was appointed as Additional Independent Director of the Company we.f. October 28, 2014 who shall hold office up to the date of next Annual General Meeting or last date on which the Annual General Meeting should have been held, whichever is earlier. Pursuant to Articles of Association of the Company and Sub Section (1) of Section 161 of the Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors) Rules 2014, Ms. Komal Thakkar was appointed as additional director of the Company we.f February 13 on which the annual general meeting should have been held, whichever is earlier and on recommendation of Nomination and Remuneration Committee she was appointed as Whole Time director w.e.f. 13th February 2015 for period of three years. Ms. Komal Thakkar has tendered her resignation from the directorship of the Company w.e.f. 09th July 2015. Pursuant to Articles of Association of the Company and Sub Section (1) of Section 161 of the Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Prem Prakash Agarwal was appointed as Additional Director of the Company w.e.f. July 09, 2015 and Mr. T. Balaji Achar was appointed as Additional Director of the Company w.e.f. 14th August 2015, who shall hold office up to the date of next Annual General Meeting or last date on which the Annual General Meeting should have been held, whichever is earlier. Further the Board on recommendation of Nomination and Remuneration Committee appointed Mr. T. Balaji Achar as Whole Time Director w.e.f. 14th August 2015 for period of three years. Independent directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year under review the following Directors have tendered their resignation from the directorship of the Company: S. No. Name Designation Date of Resignation 1 Mr. Surinder Singh Bhatia Executive Director & CEO September 22, 2014 2. Mr. Manjeet Singh Bhatia Director November 26, 2014 3. Ms. Komal Thakker Whole Time Director July 09, 2015 4. Mr. Jitendra Kumar Jain Director July 10, 2015 All directors are regularizing hence no director is liable to retire by rotation this year. KEY MANAGERIAL PERSONNEL Mr. Samir Kumar Bahri, Company Secretary of the Company has resigned from the position of Company Secretary and Compliance Officer with effect from May 31, 2014 and Ms. Ramandeep Kaur Bhatia were appointed as Company Secretary and Compliance officer of the Company pursuant to Section 203 of the Companies Act, 2013 with effect from June 1, As on date of report following are Key Managerial Personnel of the Company: S. No. Name of the person Designation 1 Mr. Tamraparni Balaji Achar Whole Time Director 2 Mr. B. L. Kakrecha Chief Executive Officer 3 Mr. M. S. Balaji Rao Chief Financial Officer 4 Ms. Ramandeep Kaur Bhatia Company Secretary PERFORMANCE EVALUATION Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. DIRECTORS'' RESPONSIBILITY STATEMENT To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) appropriate accounting policies have been selected 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, 2015 and of the profit of the Company for the year ended on that date; c) proper and sufficient care has been taken 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; d) the annual accounts have been prepared on a going concern basis. e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and where operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively STATUTORY AUDITORS M/s R.S. Bansal & Co., Chartered Accountants, Indore having Firm Registration Number (FRN) 000939C who were appointed Statutory Auditor of the Company in the 21st AGM dated 02nd September,2014 have tendered their resignation from the office of Statutory Auditor on 02nd July, 2015. M/s. Jain & Thakker, Chartered Accountants, Chennai, having Firm Registration number 014829S, have been appointed as Statutory Auditors of the Company at the Extra Ordinary General Meeting of the Company held on August 10, 2015 to fill the Casual vacancy caused by the resignation of M/s R. S. Bansal & Co., Chartered Accountants, Indore, to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Jain & Thakker, Chartered Accountants, Chennai have confirmed that their appointment if made, would be in conformity of Section 139 of the Companies Act, 2013 read along with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Board recommends their appointment as Statutory Auditors of the Company. AUDITORS'' REPORT The observation and comment given by Auditors in their report read together with notes to Accounts are self explanatory and do not require any further comments. There was delay in payment of some statutory dues in respect of Employee''s Provident Fund & miscellaneous Provisions Act, 1952 and the same has been paid before signing of this report. SECRETARIAL AUDITOR The Board has appointed M/s CG& Associates, Practicing Company Secretaries, Indore to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith marked as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. INTERNAL CONTROL SYSTEMS The Company has an effective internal control and risk-mitigation system, which are constantly assessed COMMITTEES All Committees of the Board of Directors are constituted and reconstituted wherever needed, in line with the provisions of Companies Act,2013 and Clause 49 of the amended Listing Agreement with the Stock Exchange and same has been disclosed in Corporate Governance Report. WHISTLE BLOWER POLICY/VIGIL MECHANISM The Company has a whistle blower policy to report genuine concern or grievances. The Whistle Blower policy has been posted on the website of the Company. REMUNERATION AND NOMINATION POLICY The Board of Director has framed a policy which lays down a framework in relation to remuneration of Directors. Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board members. The detail of this policy is provided in the Corporate Governance Report. RELATED PARTY POLICY The Company has a Related Party policy to set the materiality thresholds for related party transactions and the manner of dealing with the transactions between the Company and its related parties. The Related Party policy has been posted on the website of the Company. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT There are no significant and material order passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations. MEETINGS OF THE BOARD The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in notes to the financial statement (Please refer to Note 12 & 16). EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure-II. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES 1) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statements showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. S. Name of No Director/KMP Remuneration of % increase in Ratio of Remuneration for FY 2014-15 Director/ KMP for remuneration of Each Director FY 2014-15 in the FY - to Median 2014-15 remuneration of Employees 1 Mr. S. S. Bhatia NIL NIL NIL 2 Ms. Komal Thakkar* 45755 NIL 1.58X 3 Mr. B. L. Kakrecha# 4791667 NIL 32.41X 4 Mr. M. S. Balaji Rao** 583686 NIL 4.39X 5 Mr. Samir Bahri*** 216304 NIL 6.48X 6 Ms. Ramandeep Kaur Bhatia**** 159000 NIL 0.82X * Ms. Komal Thakkar was appointed as Whole Time Director w.e.f. 13/02/2015 # Mr. B. L. Kakrecha was appointed as CEO w.e.f. 11/08/2014 ** Mr. M. S. Balaji Rao was appointed as CFO w.e.f. 11/08/2014 *** Mr. Samir Bahri has resigned from the position of Company Secretary w.e.f. 31/05/2014 **** Ms. Ramandeep Kaur Bhatia was appointed as Company Secretary w.e.f. 01/06/2014 2) There was no increase in the median remuneration of employee in the financial year. 3) 52 employees of the company are on roll of company as on 31.03.2015. 4) Almost all employee of the Company joined during the year under review, hence there is no increase in remuneration of employee during the year, however the revenue of the company got doubled as compared to previous year. 5) The Total remuneration of the key managerial personal become double (almost all KMP joined during FY 2014-15) and profit after tax of the Company is increase by 176.99% as compared to previous year. 6) Variation in the market capitalization of Company - The market capitalization as on 31.03.2015 was R 16.09 Crores (Previous year R 11.022 Crores) 7) Price Earnings ratio of the Company as on 31.03.2015 was 2.89 (previous year 5.84) 8) The Company has not made any public issue or right issue of securities in the recent past, so has not been made of current share price with public offer price. 9) There are no variable component of remuneration availed by the directors. 10) The ratio of remuneration of the highest paid director to that of the employs who are not directors but receive remuneration in excess of the highest paid director during the year is as follows: Name of Employee Ratio Mr. Manoj Kumar Singh 1.03 Mr. Narayan Gowda 1.05 Mr. T Poorna Chandra Rao 1.27 Mr. Nagarajan C 1.44 Mr. Pankaj Jain 1.71 Mr. Sarvanan S 1.78 Mr. M. S. Balaji Rao 2.37 Mr. V. T. Ramesh 3.27 Mr. Ramal Bhatacharya 4.39 Mr. T. Balaji Achar 5.21 Mr. B. L. Kakrecha 17.50 11) It is hereby affirm that the remuneration paid is as per the remuneration policy of directors, KMP and other employees. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under: - Name Mr. Basanti Lal Kakrecha Designation Chief Executive Officer Remuneration Received Rs. 6.25 Lac p.m. (CTC) Nature of Employment Employee Qualification & Experience Qualification: FCA experience of 4 decades in Industry & Trade Date of Commencement of Employment 01-06-2014 Age 72 years Last Employment held Bhatia Global Trading Limited % of Equity Shares held Nil Relative of Director or manager, No name such director or manager Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report is available on the Company''s website. LISTING The shares of the Company are listed on Bombay Stock Exchange Mumbai and Ahmadabad Stock Exchange-Ahmadabad. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO Disclosure regarding Conservation of Energy and Technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. The information relating to Foreign Exchange Earnings and Outgo is given in the Annexure to the report. CORPORATE GOVERNANCE REPORT The Company has complied with the Corporate Governance Code as stipulated under Clause 49 of the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from practicing Company Secretary confirming the compliance is annexed to the Annual Report forming part thereof. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis report in accordance with the requirement of Clause 49 of the Listing Agreement is annexed to the Annual Report forming part thereof. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts/ arrangements/ transactions entered by the Company during the Financial years with relate parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note 2.3 of the Financial Statement which sets our related party disclosures. SHIFTING OF REGISTERED OFFICE OF THE COMPANY During the year under review Company has moved an application for Shifting of Registered office of the Company from State of Madhya Pradesh to State of Tamil Nadu, within jurisdiction of Registrar of Companies, Chennai. Said application is under process as on date of report. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a. Detail relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential rights as to dividend, voting or otherwise. c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Director''s also wish to place on record their deep sense of appreciation for the commitment displayed by employees for the services rendered by them. For Hemang Resources Limited (Formerly Bhatia Industries & Infrastructure Limited) Sd/- Sd/- Place: Chennai S. V. Chaoji T. Balaji Achar Date: 14.08.2015 Director Director DIN: 03464544 DIN: 06404420

Director’s Report