To,
The Members,
Hemang Resources Limited
CIN: L65922TN1993PLC101885
Flat No: 69, 2nd Floor, Bhaiya Complex,
Pursaiwakkam High Road, Chennai- 600007 (TN)
The Board of Directors hereby presents its Director's Report on business &
operations of Hemang Resources Limited ("the Company") along with Audited
Financial Statements for the financial year ended 31st March, 2025.
The Company's Financial Performance for the year ended 31st March, 2025 is
summarized below:
| Particulars |
For the year ended 31.03.2025 |
For the year ended 31.03.2024 |
| Total Revenue |
976.59 |
4930.21 |
| Expenses excluding Depreciation, Finance Cost & Tax |
889.84 |
5253.77 |
| Profit / (Loss) before Depreciation, Finance Cost & Tax |
(86.75) |
(323.56) |
| Less: Depreciation & Amortization |
0.73 |
1.28 |
| Finance Cost |
0.00 |
0.84 |
| Profit/(Loss) before tax |
(86.03) |
(325.68) |
| Add\ (Less) : Prior period adjustments |
- |
- |
| Add \(Less) : Provision for Income-Tax |
32.01 |
(217.06) |
| Profit/(Loss) after Tax |
54.02 |
(108.62) |
| Add: Balance brought forward from last year |
4930.21 |
431.13 |
| Add: Reversed from Capital Redemption Reserve |
- |
- |
| Amount available for Appropriation |
4984.23 |
322.51 |
| Less: Proposed Dividend on preference shares |
-- |
-- |
| Less: Proposed Dividend on Equity Share Capital |
-- |
-- |
| Less: Dividend Distribution Tax |
-- |
-- |
| Less: Transfer to Capital Redemption Reserve |
|
|
| Balance carried forward |
4984.23 |
4930.21 |
In the Financial Year 2024-25, your Company reported a turnover of Rs. 880.18 Lakhs,
compared to Rs. 3,712.25 Lakhs in the previous financial year. The company incurred a
profit of Rs. 54.02 Lakhs for the financial year, as compared to loss of Rs. 108.62 Lakhs
in previous year. The revenue has been declined by 76.28%.
The Revenue declined during the year under review are attributed to the following
reasons:
• Reduction in coal trade volume due to adverse market conditions
As a result, the company's performance for FY 2024-25 is as follows:
• A turnover of Rs. 880.18 Lakhs
• A Profit Before Tax (PBT) of Rs. 86.03 Lakhs
• A Net Profit of Rs. 54.02 Lakhs
Looking ahead, the directors are committed to implementing robust strategies to enhance
profitability. Their proactive approach aims to position the company for a strong recovery
and sustainable growth in the coming year.
There has been no change in the nature of business of the Company during the Financial
Year ended March 31, 2025.
As on March 31, 2025, the Authorized Share Capital of the Company is Rs. 2300.00 Lakhs
bifurcated into Rs. 1500.00 Lakhs as Equity Share Capital and Rs. 800.00 Lakhs as
Preference Share Capital and Paid-up Share Capital is Rs. 2120.00 Lakhs bifurcated into
Rs.1320.00 Lakhs as Equity Share Capital and Rs. 800.00 Lakhs as Preference Share Capital.
During the year under review, there is no change in subscribed and paid-up capital of
the Company.
The redemption period of 2 % Cumulative Preference Shares has been extended up to 6th
May, 2026 with the written consent of all preference shareholders.
During the year, no amount was transferred to Capital Redemption Reserve and General
Reserve.
In light of the financial performance for FY 2024-25, the company has decided not to
declare a dividend this year. This decision aligns with the company's commitment to
strengthening its financial position and addressing the challenges faced. The focus
remains on improving profitability and ensuring long-term value for shareholders.
The Company has not accepted any deposit within the meaning of the provisions of
Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 in the
financial year ended March 31, 2025.
Management's Discussion and Analysis Report for the year under review forms part of the
Annual Report.
Your Board states that previously Company was in financial stress and because of the
same its Accounts got NPA and since then the credit rating assigned by ICRA Limited as on
31st March, 2021 was "D" rating for the Long-term Loan and
"D" for short term non-fund-based limits.
Company has taken a working Capital Term Loan for Rs. 25 Cr. for the smooth business
operations and no credit rating has been done thereafter.
Independent Director
In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Nikhil
Dhanotiya (DIN: 09220437) and Ms. Shikha Jain (DIN: 08087342) are the Independent
Directors of the Company. All Independent Directors of the Company have given declarations
under Section 149(7) of the Act, that they meet the criteria of Independence as laid down
under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
also confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company
during FY 2024-2025 are:
| S. No. Name of the person |
Designation |
| 1 Ms. Komal Jitendra Thakker |
Chief Executive Officer (CEO) |
| 2 Ms. Maya Vishwakarma* |
Chief Financial Officer (CFO) |
| 3 Ms. Maya Vishwakarma* |
Company Secretary & Compliance officer |
*Ms. Maya Vishwakarma has resigned as Chief Financial Officer (CFO) and Company
Secretary & Compliance officer with effect from 12th August 2025.
During the financial year ended March 31, 2025, four (4) Board Meetings were held on
May 24, 2024; August 13, 2024; November 14, 2024 and February 14, 2025.
The intervals between two meetings were well within the maximum period mentioned under
Section 173 of the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Company's last Annual General Meeting (AGM) was held on Friday, September 27, 2024.
For more details, please refer to the Corporate Governance Report, which forms part of
this Annual Report.
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The Board of directors of the Company has the following Committees in Compliance with
the provisions of the Companies Act, 2013 and the SEBI, Listing Regulations:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee, and
iv. Corporate Social Responsibility Committee
Details of the composition, terms of reference and number of meetings held for
respective committees are given in the Corporate Governance Report, which forms a part of
this Report. Further, during the year under review, all recommendations made by the Audit
Committee have been accepted by the Board.
All Committees of the Board of Directors are constituted, in line with the provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 and the same has been disclosed in the Corporate Governance Report
submitted with the Stock Exchange under regulation 27 of the Listing Regulations.
The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provision of the Act and the SEBI Listing
Regulations.
The Board evaluated its performance after seeking inputs from all the directors on the
basis of criteria such as the Board composition and structure, effectiveness of board
process, information and functioning, etc. The performance of the Committee was evaluated
by the Board after seeking inputs from the committee members on the basis of criteria such
as the composition of committees, effectiveness of committee meetings etc. The above
criteria are in compliance as provided in the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.
The manner in which the evaluation has been carried out has been explained also in the
Corporate Governance Report attached as Annexure to this report.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory,
secretarial auditor including internal financial controls our financial reporting by the
Statutory Auditors and the reviews performed by the management and the relevant Board
Committee, the Board is of the opinion that the Company's internal financial control were
adequate and effective during the FY 2024-25.
Accordingly, pursuant to the provisions of Section 134(5) of the Act, the Board, to the
best of their knowledge and ability, confirm that:
a) in the preparation of the annual financial statements for the year ended March 31,
2025, the applicable accounting standards (Ind-AS) 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, 2025 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 were 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.
The Company has set up a risk management mechanism to identify and assess the potential
risks and determine the processes to mitigate the same. The Board periodically reviews and
assesses the key risks in consultation with the functional managers. Detailed exercise has
been carried out by the Board to identify, evaluate, manage and monitor the potential
risks to the operations of the Company. The Board periodically reviews the risks and
suggests steps to be taken to mitigate the same.
The Risk Management Policy can be accessed on the Company's website at:
Link - http://www.bhatiacoalindia.com/BIIL/InvRelation.htm
In terms of section 178(3) of the Companies Act, 2013 and Regulation 19(4) read with
part D of the Schedule II of the Listing regulations, the Nomination and Remuneration
Committee of the Company has laid down a policy on selection and appointment of the
directors and the senior management of the Company and their remuneration including
criteria for determining qualification, positive attributes independence of directors and
other matters.
The policy is available on the Company's website at
Link -http://www.bhatiacoalindia.com/BIIL/InvRelation.htm
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter M/
s. A. John Moris & Co., Chartered Accountants, Chennai (FRN: 007220S) were appointed
as Statutory Auditors of the Company in the 30th Annual General Meeting held on
04th August 2023, for a term of 5 (five) consecutive years i.e. till the
conclusion of Thirty Fifth (35th) Annual General Meeting of the Company.
Pursuant to Section 141 of the Act, the Auditors have represented that they are not
disqualified and continue to be eligible to act as the Auditor of the Company. The Report
of the Statutory Auditor forming part of the Annual Report does not contain any
qualification, reservation, adverse remark or disclaimer. The observations made in the
Auditor's Report are selfexplanatory and therefore do not call for further comments.
Further The Auditor of the Company has not reported any fraud as specified under the
second proviso to Section 143(12) of the Act.
The Company has adopted Ind AS from April 01, 2017 and these financial statements are
company's Ind AS Financial Statements. The Financial Statements have been prepared in
accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions
of the Act.
The Board has policies and procedure for governance of orderly and efficient conduct of
its business, including adherence to the Company's policies, safeguarding its assets,
prevention and detection of fraud and error, accuracy and completeness of the accounting
records and timely preparation of reliable financial disclosures. The Company's internal
control system commensurate with the nature of its business, the size and complexity of
its operation.
The Company has effective internal control systems as per the requirements and has laid
down operating guidelines and processes which ensure smooth functioning of activities. The
processes and policies are constantly assessed and reviewed.
Pursuant to Section 92 and Section 134 The Ministry of Corporate Affairs (MCA) has
notified the Companies (Management and Administration) Amendment Rules, 2020, wherein the
companies are no longer required to attach extracts of Annual Return.
In compliance of the above amendment the Annual Return as on March 31, 2025 in form
MGT- 7 is available on the website of the Company at
http://bhatiacoalindia.com/BIIL/Index.htm
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the
Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR)
Regulations, 2015, a Whistleblower Policy and Vigil Mechanism is in existence for
directors, employees and stakeholders to report to the management instance of unethical
behavior, actual or suspected, fraud or violation of the Company's Code of Conduct or
ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to
approach the Chairman of Audit Committee of the Company for redressal. It is affirmed that
no personnel of the Company have been denied access to the Audit Committee.
The policy of Vigil mechanism is available on the Company's website at Link -
http://www.bhatiacoalindia.com/BIIL/InvRelation.htm
The Board has laid down a code of conduct for Board members & Senior Management
Personnel as per Regulation 17 & 26 (3) of the Listing Regulations & has been
posted on the website of the Company
Link - http://www.bhatiacoalindia.com/BIIL/Document/Code Conduct senior Mgmt
updated.pdf
All the Board members & Senior Management Personnel have affirmed compliance with
the said code of conduct for the year ended 31st March, 2025. A declaration to
this effect, signed by the Whole-Time Director forms part of this Annual Report.
The Board has adopted the Insider Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Policy of
the Company covering code of practices and procedures for fair disclosure of Unpublished
Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has
been posted on the website of the Company.
Link -https://www.bhatiacoalindia.com/BIIL/Document/Insid Trading code.pdf
All the Board members & KMPs have affirmed compliance with the said code of conduct
for the year ended 31st March, 2025.
Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made
thereunder, the Board of Director appointed M/s. Ajit Jain & Co., Company Secretary in
practice (Membership No.: F3933), to undertake the Secretarial Audit of the Company for
the financial year ended March 31, 2025.
The Secretarial Audit Report for the year 2024-2025 in Form No. MR-3 is annexed to this
Report as Annexure A.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
Annual Secretarial Compliance Report as required under Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended is also annexed as
Annexure - A1 and forms part of this report.
During the financial year, the Company has complied with the Secretarial Standards; on
the Meeting of the Board of Directors (SS-1), on General Meetings (SS-2) and on Dividend
(SS-3), for the time being in force and as amended from time to time.
In terms of Section 135 of the Companies Act, 2013 and rules thereunder Company is
required to form a Corporate Social Responsibility (CSR) Policy on the basis of which the
yearly CSR expenditure will be done.
Company's Corporate Social Responsibility (CSR) Policy, has been posted on the website
of the Company.
Link- https://www.bhatiacoalindia.com/BIIL/Document/CSR POLICY HEMANG.pdf
Pursuant to the provisions of Section 135 (5) of the Companies Act, 2013 and rules made
thereunder as may be amended from time to time, Company will be spending the aforesaid CSR
amount within the stipulated period.
Annual Report on CSR Activities has been annexed herewith as Annexure- B
Disclosure pertaining to the remuneration and other details as required under Section
197(12) of the Act, and the Rules framed there under is annexed as Annexure-C to the Board
Report.
The Company does not have any subsidiary, associate or Joint Venture Company and no
company has become or ceased to be its subsidiaries, joint venture or associates'
companies during the year under review.
The Company's Board approved Related Party Transactions Policy has been hosted on the
website of the Company at http:/ / www.bhatiacoalindia.com/BIIL/InvRelation.htm.
There was no related party transaction (RPTs) entered into by the Company during the
financial year which attracted the provisions of Section 188 of the Companies Act, 2013.
There were no 'material' related party transactions undertaken by the Company during the
year that require shareholder's approval under regulation 23(4) of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015.
The Company does not have any related party transaction, except payment of remuneration
to KMP to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rule, 2014 in Form AOC-2, the same is not provided. Suitable
disclosures as required under Ind AS-24 have been made in Note 31.3 of the Notes to the
financial statements.
There are no significant and material orders passed by the Regulators/Courts/Statutory
Authorities that would impact the going concern status of the Company and its future
operations. However, Members attention is drawn to the Statement on Contingent Liabilities
and Commitments in the Notes forming part of the Financial Statement.
During the year under review, company has not made any investment, nor given any
guarantee, nor provided any security u/s 186. However, Information regarding loans,
guarantee and investment covered under the provisions of Section 186 of the Companies Act,
2013 are detailed separately in the Financial Statements of the Company read with the
notes to Accounts.
The Management Discussion and Analysis Report for the year under review as stipulated
in regulation 34 read with Schedule V of the Listing Regulations is given as Annexure-E to
this report which is taken as forming part of this report.
A separate section on Corporate Governance and certificate from the Practicing Company
Secretary confirming compliance of Corporate Governance norms as, stipulated in Regulation
34 read along with Schedule V of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015, giving information pertaining to the Board and its Committees form part
of this report.
All Board members and Senior Management Personnel have affirmed compliance with the
Code of Conduct for the financial year 2024-25. A declaration to this effect signed by the
CEO is contained in this Annual Report.
The CEO and CFO have certified to the Board with regards to the financial statements
and other matters as required under Regulation 17(8) of SEBI (LODR) Regulation, 2015 and
the same is annexed and forming part of this report.
Pursuant to the provisions of SEBI circular dated December 01, 2015, December 21, 2016,
September 09, 2020, October 28, 2022, January 25, 2023 and March 16, 2023 with reference
to Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia required
(System Driven Disclosures) SDD to be maintained by the company.
In this regard, Company has installed SDD software dated 24th July, 2022 and
is maintaining the same on regular basis as and when any such events occur as per the
provisions of SEBI (PIT) Regulations, 2015
During the year under review, no amount of unpaid Dividend and Shares has been
transferred to IEPF, as Company has not declared any Dividend for the Financial Year
2014-2015 and onwards.
The equity shares of your Company are available for dematerialization with both NSDL
and CDSL under ISIN INE930A01010. As on 31st March 2025, 98.53% equity shares
were in demat form and remaining 1.47% equity shares were in physical form.
Human Resource plays vital role in the Company. If finance is the blood of any
organization, then Human Resource is not less than pulse which keeps running production by
their hard work day and night. Company focuses on creating best health and safety
standards and also has performance management process to motivate people to give their
best output and encourages innovation and meritocracy.
Personnel relation with all employees remained cordial and harmonious at all levels
throughout the year. Directors wish to place on record their sincere appreciations for the
continued, sincere and devoted services rendered by all the employees of the Company.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the Company has
Internal Complaints Committees (ICC) who inquire into complaints of sexual harassment and
recommend appropriate action.
During the year under review, no compliant was received from any employee of the
Company and hence no complaint was outstanding as on 31st March, 2025.
The Board states that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of Sweat Equity Shares to employees of the Company under any scheme
• Details pertaining to Employee Stock Options (ESOPs) as no ESOPs were
outstanding as on 31st March, 2025.
• Issue of differential shares with voting rights as to dividend, voting or
otherwise
• 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.
• The provisions of Section 148 of the Companies Act, 2013, and the Companies
(Cost Records and Audit) Rules, 2014, Cost Audit of a Company's Cost Records is not
applicable on the company.
The information on conservation of energy, technology absorption and foreign exchange
earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3)
of Companies (Accounts) Rules, 2014 are given at Annexure-D hereto and forms part of this
Report.
Your directors would like to express their sincere appreciation for the co-operation
and assistance received from shareholders, bankers, regulatory bodies and other business
constituents during the year under review. Your directors 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 |
|
| Sd/- |
Sd/- |
| Komal Jitendra Thakker |
Nikhil Dhanotiya |
| Whole Time Director |
Director |
| DIN: 07062825 |
DIN: 09220437 |
| Place: Chennai |
|
| Date: 03.09.2025 |
|
|