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Your Directors have pleasure in placing before you the Seventy-ninth Annual Report of
the Company
together with its Audited Financial Statements for the year ended March 31, 2025 and
Management
Discussion and Analysis.
1. FINANCIAL RESULTS AND APPROPRIATIONS:
Particulars |
Year Ended
March 31, 2025 |
Year Ended
March 31, 2024 |
| (Rs Lakhs) |
(Rs Lakhs) |
Profit before Depreciation & Amortisation Expenses |
350.54 |
369.11 |
Depreciation & Amortisation Expenses |
72.28 |
67.26 |
Profit before Taxation |
278.26 |
301.85 |
Provision for Taxation |
92.12 |
48.74 |
Deferred Tax |
56.79 |
-7.68 |
Income Tax for earlier years |
0.66 |
- |
MAT Credit Entitlement |
- |
2.96 |
Net Profit after Taxation |
128.69 |
257.83 |
Other Comprehensive Income |
-23.88 |
13.30 |
Total Comprehensive Income for the year |
104.81 |
271.13 |
Balance b/f from previous year |
-106.38 |
-377.51 |
Total Available |
-1.57 |
-106.38 |
Transferred to Reserves |
- |
- |
Carried Forward |
-1.57 |
-106.38 |
In view of accumulated loss no dividend is being recommended.
2. OPERATIONS:
The Company has registered a turnover of Rs 588.93 lakhs this year as against Rs 541.25
lakhs
during the previous year. There is increase of 8.81 % in the revenue from operations of
the
Company.
The Total Income for the year ended March 31, 2025 was at Rs 633.16 lakhs as compared
to
Rs 584.75 lakhs in the previous year. Profit before tax for the current year stood at Rs
278.26 lakhs
as against Rs 301.85 lakhs during the previous year.
3. MANAGEMENT DISCUSSION AND ANALYSIS:
India continues to lead as the world's fastest-growing major economy, with a 6.5% GDP
growth
forecast for FY 2025. Strategic government policies, robust capital investments and rising
exports
in high-value sectors such as pharmaceuticals, electronics, semiconductors and defence
equipment have cemented this growth. Digital innovation addressed structural and
geopolitical
challenges, setting the stage for steady recovery. Strategic reforms continue to support
long-term
growth and stability.
While uncertainties persist and the global economy faces ongoing challenges, the
outlook for the
years ahead remains cautiously optimistic.
The rise in consumer spending is a key driver of the positive economic outlook. With
inflation
expected to drop to 4.3% in CY 2025 and 3.6% in CY 2026, household purchasing power is set
to
improve, fuelling demand across sectors. Advanced economies are likely to reach their
inflation
targets sooner, providing additional stability. Despite ongoing geopolitical
uncertainties, sustained
government investments, effective fiscal policies and robust consumer activity are
anticipated to
maintain a balanced economic landscape.
The Company's business activity currently consists of Trading of Industrial Chemicals,
Investments
and Leasing. During the year under review, revenue from industrial chemicals segment was
Rs 107.29 lakhs compared to Rs 74.38 lakhs in the previous year, revenue from investment
activity
was Rs 259.77 lakhs in comparison to Rs 251.33 lakhs in the previous year, while leasing
activity
yielded a revenue of Rs 221.87 lakhs as compared to Rs 215.54 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 did not enter into any transaction(s) with any person(s) or entity
belonging to the
promoter / promoter group who hold 10% or more shareholding in 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 decreased to 2.30% during the current year in comparison to
6.10%
in the previous year mainly due to decrease in income and impact of deferred tax during
the current year.
2. Operating Profit Margin (OPM) is 43.95% during the current year in comparison to
51.62%
in previous year. The decrease in OPM is mainly due to decrease in operating income.
For other key financial ratios please refer note no. 26.15 of the Financial Statements
of the
Company.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) At the 76th Annual General Meeting (AGM) of members of the Company, Mr
Banwari Lal Jatia
(DIN: 00016823) was re-appointed as Managing Director of the Company for a period of
three (3) years w.e.f. 1.4.2023. Since the tenure of Mr Banwari Lal Jatia would expire on
31.3.2026 the Board of the Directors of the Company at its meeting held on
2nd September, 2025 has decided to seek member's approval for re-appointment of
Mr Banwari Lal Jatia as Managing Director of the Company for a further period of three (3)
years w.e.f. 1.4.2026.
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) On recommendation of NRC, Mr Manekchand Panda (DIN: 00015759) has been appointed
as an additional director of the Company in the category of independent director with
effect
from 12.8.2025. Pursuant to provisions of Section 150(2) and other applicable provisions
of
the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015, (Listing Regulations) the
appointment of Mr Manekchand Panda is to be approved by members.
Mr Manekchand Panda possesses requisite expertise and knowledge and is qualified for
functioning as an Independent Director of the Company.
The Company has also received prescribed notice from a member of the Company under
Section 160 of the Act proposing the candidature of Mr Manekchand Panda for the office of
Independent Director.
A brief profile and other requisite information of Mr Manekchand Panda forms part of
the
Notice of AGM and is available for perusal of members.
The Board is of the opinion that Mr Manekchand Panda holds high standards of integrity
and
possess requisite expertise and experience required to fulfill his duties as Independent
Director.
Further, Mr Manekchand Panda is exempted from undergoing the online proficiency
self-assessment test conducted by The Indian Institute of Corporate Affairs.
Approval of members is being sought for appointment of Mr Manekchand Panda as an
independent director of the Company for a term of five (5) years with effect from
12.8.2025.
d) 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.
e) 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.
f) Meetings:
During the year Six (6) board meetings were convened and held.
5. AUDIT COMMITTEE:
As on 12-08-2025 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 2024 - 2025. 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):
As on 12-08-2025, 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 are requested to do so through the
Company's
Registrars and Share Transfer Agent viz. MUFG Intime India Private Limited (formerly known
as
Link Intime India Private Limited) (RTA).
9. STATUTORY AUDITORS:
M/s Desai Saksena & Associates, Chartered Accountants (FRN: 102358W) were appointed
as
Statutory Auditors of the Company for 5 years from the conclusion of 78th 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 in
the
Notice of AGM.
M/s Desai Saksena & Associates, 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 AUDITORS:
Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment
and
Remuneration of Managerial Personnel) Rules, 2014, and Listing Regulations, the Board at
its
meeting held on 12.8.2025 has approved the appointment of M/s SKJP & Associates ,
Practicing
Company Secretaries (Firm Registration No. P2025MH105400) as Secretarial Auditors of the
Company, subject to approval of the members at the ensuing AGM, for a period of five (5)
years
commencing from the financial year 2025-2026 till the financial year 2029-2030.
Brief details of M/s SKJP & Associates appear in the explanatory statement to the
Notice of ensuing
AGM. Approval of members is sought for M/s SKJP & Associates as Secretarial Auditors
of the
Company.
12. SECRETARIAL AUDIT:
A Secretarial Audit Report for the financial year ended 31st March, 2025 is
annexed hereto as
'Annexure I'.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
13. 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.
14. 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'.
15. 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.
16. 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.
17. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture or associate.
18. 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 III' to
this
report.
b. There are no employees covered by Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
19. ANNUAL RETURN:
Pursuant to Section 134 (3)(a) of the Act, the Company has placed draft copy of its
Annual Return
as at March, 31, 2025 on its website at www.hawcoindia.in under the section 'Disclosures'.
20. 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'.
21. 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.
22. 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.
23. 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.
24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
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. Details relating to complaints are as follows:
a) Number of complaints of sexual harassment received during the year- Nil
b) Number of complaints disposed off during the year- Question does not arise
c) Number of cases pending for more than ninety days - Question does not arise.
25. MATERNITY BENEFITS:
The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company.
26. 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.
27. 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 |
(DIN:00016823) |
(DIN:08772311) |
Dated: 2nd September, 2025 |
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