Dear Members,
Hardwyn India Limited
Your directors have pleasure in presenting the Eighth Annual Report on the business and
operations of the Company along with Audited Financial Statements for the Financial Year
ended 31 st March, 2025.
1. CORPORATE OVERVIEW
The Company operates in diversified business segments viz. trading and manufacturing of
Architectural hardware and glass fittings.
2. FINANCIAL RESULTS:
STANDALONE:
(Rs. in Lakhs)
| Particular |
As on 31 March, 2025 |
As on 31 March, 2024 |
| Turnover |
14,156.00 |
13,550.49 |
| Other Income |
73.98 |
49.89 |
| Total Income |
14,229.98 |
13,600.38 |
| Total Expenses |
12,708.26 |
12,208.62 |
| Profit Before Tax |
1521.73 |
1391.76 |
| Less: Income Tax -Current Year |
457.32 |
419.82 |
| Less: Deferred Tax |
(10.55) |
(3.27) |
| Profit/(Loss) after tax |
1074.96 |
975.21 |
| EPS |
0.22 |
0.20 |
CONSOLIDATED:
(Rs. in Lakhs)
| Particular |
As on 31 March, 2025 |
As on 31 March, 2024 |
| Turnover |
18,460.18 |
15,284.54 |
| Other Income |
77.21 |
49.89 |
| Total Income |
18,537.39 |
15,334.43 |
| Total Expenses |
16,952.40 |
13,874.76 |
| Profit Before Tax |
1584.99 |
1459.68 |
| Less: Income Tax -Current Year |
474.43 |
439.16 |
| Less: Deferred Tax |
(12.55) |
(3.09) |
| Profit/(Loss) after tax |
1,123.12 |
1023.61 |
| EPS |
0.23 |
0.21 |
3. FTNANCTAL PERFORMANCE AND REVIEW
The Company recorded a standalone turnover of Rs. 14,156 Lakhs during the year as
against Rs. 13,550.49 Lakhs in the previous year and the Company has earned a profit after
tax of Rs. 1074.96 Lakhs as compared to the profit after tax of Rs. 975.21 Lakhs in the
previous financial year. The management of the Company is putting their best efforts to
improve the performance of the Company. Further the company has recorded turnover of Rs.
18,460.28 Lakhs on consolidated basis.
The Company expects to increase its revenue and the profitability during the year as
the business has started showing growth and future of the Company looks very bright. There
is no dearth of demand and the Company is well shaped to cope up itself with the market
expectations.
4. CHANGE TN THE NATURE OF BUSTNESS
Presently Company is into the business of manufacturing and trading of Glass-Kitchen
& furniture fittings.
5. SHARE CAPTTAL& DEBT STRUCTURE
The Authorized Share Capital of the Company is Rs. 50,00,00,000/- divided into
50,00,00,000 Equity Shares of Rs. 1/- each.
a) Bonus Tssue & Split of Shares:
During the year, Company made a bonus allotment of 13,95,52,587 bonus shares of face
value of Rs.1/- each in ratio of 2:5 (i.e. Two bonus equity share for five equity shares
share held) to the Members on December 27 th , 2024. With this allotment, the total issued
and paid-up capital of the Company has increased to Rs. 48,84,34,054 /- comprising of
48,84,34,054 equity shares of face value of Rs.1/- each.
b) Tssue of equity shares with differential rights
As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the
period under review, your Company has not issued equity shares with differential rights.
c) Tssue of sweat equity shares
As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the
period under review, your Company has not issued Sweat equity shares.
d) Tssue of employee stock options
As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the
period under review, your Company has not issued equity shares under the scheme of
employee stock option.
e) Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of employees
As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no
voting rights exercised directly or indirectly by the employees in respect of shares held
by them.
6. DTVTDEND
The Board of Directors has not recommended any dividend for the financial year ended on
March 31, 2025. Since the Board have considered it financially prudent in the long-terms
interest of the company to re-invest the profits into the business of the company to build
a strong reserve base and grow the business of the Company.
7. TRANSFER TO RESERVES
During the period, this item is explained under the head other equity forming part of
Balance sheet Note No.
14 of Notes to Financial Statements.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
There is no Material Changes and commitments affecting financial position between the
end of the financial year and date of report.
10. DEPOSIT
During the year under review, your Company has neither accepted any fixed deposits nor
any amount was outstanding as principal or interest as on balance sheet date and
disclosures prescribed in this regard under Companies (Acceptance of Deposit) Rules, 2014
are not applicable.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,
2013
The particulars of Loans, Guarantees, and Investments have been disclosed in the
Financial Statements read together with Notes annexed to and forming an integral part of
the Financial Statements.
12. CORPORATE SOCIAL RESPONSIBILITY
The CSR Policy sets out our commitment to ensuring that our activities extend beyond
business and include initiatives and endeavors for the benefit and development of the
community and society. The Company has put in place CSR Policy which is in sync with the
broader areas of Schedule VII of the Companies Act, 2013 and will always be aligned to the
changes that get incorporated in the schedule.
The annual report on our CSR activities is appended as Annexure to the Board's report.
13. LISTING
The Company is listed on Main Board of BSE and NSE w.e.f 12 th April 2022.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the
Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as 'Annexure - I' and
forms an integral part of this report.
15. MANAGEMENT DETAILS / INFORMATION
a) DIRECTORS & KEY MANAGERIAL PERSONNAL
The Company has following Directors and KMP along with changes made as on 31 st March
2025:
| S. No |
NAME OF THE DIRECTOR |
DIN/PAN |
DESIGNATION |
| 1 |
Mr. Swaran Jeet Singh Sayal |
00280576 |
Chairperson & Executive Director |
| 2 |
Mr. Rubaljeet Singh Sayal |
00280624 |
Managing Director & CFO |
| 3 |
Ms. Tanya Sayal |
02821564 |
Non-Executive Director |
| 4 |
Ms. Shikha Chawla |
09523645 |
Non-Executive - Independent Director |
| 5 |
Mr. Kulmeet Singh |
09592108 |
Non-Executive - Independent Director |
| 6 |
Ms. Nidhi Sethi |
09617207 |
Non-Executive - Independent Director |
| 8 |
Ms. Kanchan Sharma* |
ILSPS4210P |
Company Secretary & Compliance Officer |
| 9 |
Ms. Ankita Jain** |
AXGPJ8187J |
Company Secretary & Compliance Officer |
* Ms. Kanchan Sharma resigned as Company Secretary and Compliance officer w.e.f
08.05.2024 ** Ms. Ankita Jain appointed as Company Secretary and Compliance officer w.e.f
01.06.2024
b) Directors seeking appointment and re-appointment
In accordance with the provision of Section 152 of the Companies Act 2013 and the
Article of Association of the Company, Ms. Tanya Sayal, Director (DIN: 02821564) of the
Company is retiring at the forthcoming Annual General Meeting and being eligible, has
offered himself for re- appointment. Directors recommended his reappointment.
c) Independent Directors and Declaration by Independent Director(s)
In accordance with the requirement under the Companies Act, 2013 and Company has
received necessary declaration from the Independent Directors to the effect that they meet
the criteria of independence as provided under Section 149(6) of the Act. In the opinion
of the Board, they fulfil the conditions specified in the Act and the Rules made there
under for the appointment as Independent Directors and are independent of the management.
d) Mechanism of Performance Evaluation of the Board, Committees and Individual
Directors
In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made
thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the
Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and individual Directors. The performance of the Board of Directors and its
Committees were evaluated on various parameters such as structure, composition,
experience, performance of specific duties and obligations, quality of decision making and
overall effectiveness.
The performance of individual Directors was evaluated on parameters, such as meeting
attendance, participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of Independent
Directors, Nomination Committee and Audit Committee and also discussed various initiatives
to further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 30/11/2024 performance of non-
independent Directors, performance of the Board as a whole and performance of the Chairman
was evaluated.
e) Meetings of the Board
The Company prepares the schedule of the Board Meeting in advance to assist the
Directors in scheduling their program. The agenda of the meeting is circulated to the
members of the Board well in advance along with necessary papers, reports, recommendations
and supporting documents so that each Board member can actively participate on agenda
items during the meeting.
The Board met Nine times during the Financial Year 2024-2025.The maximum interval
between any two meetings did not exceed 120 days. The Meetings were held as on dates as
specified in the table below: -
| S. No. |
Date of Meeting |
Total Number of Directors associated as on the date of
meeting |
Attern |
ance |
|
|
|
Numbers of Directors Attended |
% of Attendance |
| 01. |
01/06/2024 |
6 |
6 |
100 |
| 02. |
14/08/2024 |
6 |
6 |
100 |
| 03. |
14/09/2024 |
6 |
6 |
100 |
| 04 |
14/11/2024 |
6 |
6 |
100 |
| 05. |
22/11/2024 |
6 |
6 |
100 |
| 06. |
25/11/2024 |
6 |
6 |
100 |
| 07. |
30/12/2024 |
6 |
6 |
100 |
| 08. |
14/02/2025 |
6 |
6 |
100 |
| 09. |
27/03/2025 |
6 |
6 |
100 |
GENERAL MEETING/POSTAL BALLOT
During the year the general meeting /postal ballot of member of the company are as
follow: -
| S. No |
DATE |
NATURE OF MEETING |
| 1 |
18.12.2024 |
AGM |
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE AND OTHER MATTERS PROVIDED
UNDER SECTION 178 (3)
The Company has in place a Nomination & Remuneration Committee in accordance with
the requirements of the Companies Act, 2013.
The Committee has formulated a policy on Director's appointment and remuneration
including recommendation of remuneration of the key managerial personnel and other
employees, composition and the criteria for determining qualifications, positive
attributes and independence of a Director and the policy is available on the website of
the Company i.e.,
17. COMMITTEES OF THE BOARD
The Board committees play a crucial role in the governance structure of the Company and
have been constituted to deal with specific areas/ activities which concern the Company
and need a closer review. The Board committees are set up under the formal approval of the
Board, to carry out clearly defined roles which are considered to be performed by the
members of the Board, as a part of good governance practice. All decisions and
recommendations of the committees are placed before the Board for information or for
approval. The minutes of the meetings of all the committees are placed before the Board
for their review.
The Board of Company currently has 4 (Four) Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
4. Corporate Social Responsibility Committee
The major terms of reference of the Committees, its composition and number of meetings
held during the year ended March 31, 2025 are as follows:
a) AUDIT COMMITTEE
The Composition of the Audit Committee as on the date of the Report is as follows:
| Sr. No. |
Name of the Director |
DIN |
Designation in the Committee |
| 1 |
Ms. Shikha Chawla |
09523645 |
Chairman & Member (Independent Director) |
| 2 |
Mr. Rubaljeet Singh Sethi |
00280624 |
Member (Executive Director) |
| 3 |
Mr. Kulmeet Singh |
09592108 |
Member (Independent Director) |
Meetings of the Audit Committee
During the year the Audit Committee met 6 (Six) times. The details of the meetings held
during the year ended March 31, 2025 along with the attendance of Directors are as
follows:
| S. No. |
Date of Meeting |
Total Number of members of the Committee associated as on
the date of meeting |
Attendance |
|
|
|
Numbers Of Directors Attended |
% of Attendance |
| 1. |
01/06/2024 |
3 |
3 |
1 |
| 2. |
14/08/2024 |
3 |
3 |
1 |
| 3. |
14/11/2024 |
3 |
3 |
1 |
| 4. |
22/11/2024 |
3 |
3 |
% |
| 5. |
30/12/2024 |
3 |
3 |
% |
| 6. |
14/02/2025 |
3 |
3 |
% |
In case any person requires more information/ details regarding the Audit Committee the
person may access the Company's website at the link:
b) NOMINATION AND REMUNERATION COMMITTEE
The major terms of reference of the Nomination and Remuneration Committee are as
follows:
?€? Identification of persons qualified to become directors and be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal;
?€? Formulation of the criteria for determining qualifications, positive
attributes and independence of a director;
?€? Specifying the manner for effective evaluation of performance of Board, its
committees and individual directors;
?€? Recommending to the Board a policy, relating to the remuneration for the
directors, key managerial personnel and other employees.
Composition of Nomination & Remuneration Committee as on the date of the report:
| Sr. No. |
Name of the Director |
DIN |
Designation in the Committee |
| 1 |
Ms. Shikha Chawla |
09523645 |
Chairman & Member (Independent Director) |
| 2 |
Mr. Kulmeet Singh |
09592108 |
Member (Independent Director) |
| 3 |
Ms. Tanya Sayal |
02821564 |
Member (Non-Executive Director) |
Meetings of the Nomination & Remuneration Committee
During the year the Committee met 1 (One) time. The details of the meeting held during
the year ended March 31, 2025 along with the attendance of Directors are as follows:
| S. No. |
Date of Meeting |
Total Number of members of the Committee associated as on
the date of meeting |
Attendance |
|
|
|
Numbers of Directors Attended |
% of Attendance |
| 1. |
01/06/2024 |
3 |
3 |
1 |
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at
c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING
The Board of Directors of the Company has constituted Stakeholders Relationship
Committee under Section 178 of the Companies Act, 2013.
The major terms of reference of the Stakeholders Relationship Committee include:
?€? Consideration & Resolution of the grievances of security holders of the
Company;
?€? Reviewing of Transfer / Transmission requests / Demat / Remat requests of
the security shareholders and issuance of duplicate share certificate, if any.
Composition of the Stakeholders Relationship Committee as on the date of the report:
| Sr. No. |
Name of the Director |
DIN |
Position in the Committee |
| 1 |
Mr. Kulmeet Singh |
09592108 |
Chairman & Member (Independent Director) |
| 2 |
Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
| 3 |
Ms. Tanya Sayal |
02821564 |
Member (Non-Executive Director) |
Meetings of the Stakeholders Relationship Committee
During the year the Stakeholders Relationship Committee met 1 (one) time. The details
of the meeting
held during the year ended March 31, 2025 along with the attendance of Directors are as
follows:
| S. No. |
Date of Meeting |
Total Number of members of the Committee associated as on
the date of meeting |
Attendance |
|
|
|
Numbers of Directors Attended |
% of Attendance |
| 01. |
14.02.2025 |
3 |
3 |
100% |
d) INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 30 th November 2024, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of NonIndependent Directors and the Board as a whole, the
performance of the Chairman of the Company, taking into account the views of Executive
Director and Non- Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.
As per the provisions of the Companies Act, 2013 read with Schedule IV, following are
the Independent Directors of the Company.
| Sr. No. Name of member |
DIN |
Position |
| 1 Mr. Kulmeet Singh |
09592108 |
Chairman & Member (Independent Director) |
| 2 Ms. Shikha Chawla |
09523645 |
Member (Independent Director) |
| 4 Ms. Nidhi Sethi |
09617207 |
Member (Independent Director) |
e) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETING
Composition of the Corporate Social Responsibility Committee as on the date of the
report:
| Sr. No. |
Name of member |
DIN |
Position |
| 1 |
Ms. Shikha Chawla |
09523645 |
Chairman & Member (Non-Executive Independent Director) |
| 2 |
Mr. Rubaljeet Singh Sayal |
00280624 |
Member (Executive Director) |
| 3 |
Mr. Kulmeet Singh |
09592108 |
Member (Non- Executive Independent Director) |
During the year the Corporate Social Responsibility Committee met 1 (one) time. The
details of the meeting held during the year ended March 31, 2025 along with the attendance
of Directors are as follows:
| S. No. |
Date of Meeting |
Total Number of members of the Committee associated as on
the date of meeting |
Attendance |
|
|
|
Numbers of Directors Attended |
% of Attendance |
| 01 |
27/03/2025 |
3 |
3 |
100% |
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section
188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014
in prescribed Form AOC-2 is annexed herewith at "Annexure II".
The policy on Related Party Transactions, as approved by the Board, may be accessed on
the Company's website
19. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2024-25, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company have FIBA Hardwyn Lock Limited as a Subsidiary; hence provisions of section
129(3) of the Companies Act, 2013 relating to preparation of consolidated financial
statements are applicable.
The company have Slimx Interior Solutions Private Limited as a subsidiary; hence
provisions of section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are applicable.
A report on the performance and financial position of the subsidiary in form AOC-1 is
annexed hereto as 'Annexure III' and forms an integral part of this report.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, every Listed Company shall establish a
vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of
section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower
policy for directors and employees to report genuine concerns has been established and
approved by Board.
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, integrity and ethical
behavior.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's
website www.hardwvn.com.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There was no significant order passed by any regulatory authority or court or tribunal.
23. CORPORATE SOCIAL RESPONSIBILITY
As per section 13 of the Companies Act, 2013, a CSR Committee has been formed by the
Company. The areas for CSR activities are Forest planting, waste management, development
of sustainable energy sources, waste water treatment etc. Our CSR initiative focuses on
the holistic development of the communities that we live and work and create a social,
environmental and educational value to our society. The Company has total CSR obligation
of INR 20.94/- in Lakhs obligations. Company has made expenditure during the Financial
Year 2024-2025 of INR 20.94/- in Lakhs. Further, company has accumulated the amount &
reserve the remaining amount for CSR expenditure in future.
The details of CSR Projects undertaken through our CSR activities are given in
"Annexure IV" as prescribed.
24. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that: -
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed;
b. 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;
c. 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;
d. the Directors have prepared the annual accounts on a going concern basis.
e. the Directors have 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 have devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
25. AUDITORS & AUDITOR'S REPORT:
STATUTORY AUDITOR
Pursuant to the provisions of Section 139 (2) of the Act and the rules made thereunder,
the Members at their Third AGM held on September 30, 2020, had appointed M/s S.S. Periwal
& Co., Chartered Accountants (ICAI Firm's Registration Number 001021N) Statutory
Auditors of the Company for a term of five years i.e. from the conclusion of Third AGM
till the conclusion of the Eight AGM to be held for the financial year 2024-2025.
The notes on accounts referred to in the auditors' report are self-explanatory and
therefore don' t call for any further comments by the Board of Directors. There are no
qualifications or adverse remarks in the Auditors' Report which require any clarification
or explanation.
During the year under review, the Company has not reported any fraud mentioned under
Section 143(12) of the Act.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act and Rules made there under, M/s Amit Saxena &
Associates., Practicing Company Secretaries were appointed as Secretarial Auditors for the
financial year 202425. The Secretarial Audit Report for the financial year ended on March
31, 2025 is annexed herewith marked as "Annexure-V" to this Report.
INTERNAL AUDITOR
In terms of Section 138 of the Companies Act 2013, and Rules made there under, The
Board of Director of the company at their meeting duly held on 26 th day of March 2025
appointed Gurmeet Sodhi & Associate, Chartered Accountants (Firm Reg No 024849N) for 3
financial year Starting from the Financial Year 2024-2025 to the Financial Year 2026-2027.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 maintenance of cost accounts and
requirement of cost audit is not applicable.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which
form part of this report annexed herewith at "Annexure -VI".
27. RISK MANAGEMENT
During the year, the Board had developed and implemented an appropriate risk management
policy for identifying the element of risk which, in the opinion of the Board may threaten
the existence of the company and safeguarding the company against those risks. The details
of the same are set out in Management Discussion and Analysis Report.
28. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for the
Directors and Senior Executives of the Company. The object of the Code is to conduct the
company's business ethically and with responsibility, integrity, fairness, transparency
and honesty. The Code sets out a broad policy for one's conduct in dealing with the
Company, fellow directors and with the environment in which the Company operates.
29. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013
Your Company has a policy and framework for employees to report sexual harassment cases
at workplace and the process ensures complete anonymity and confidentiality of
information. No complaints of sexual harassment were raised in the financial year 2024-25.
30. THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER COMPLIANCE CERTIFICATE
As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Chief
Executive Officer & Chief Financial Officer Compliance Certificate is at
"Annexure-VII".
31. ANNUAL RETURN
As per the provisions of section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT -7 is
available at the website of the Company at
32. PARTICULARS OF EMPLOYEES AND REMUNERATION
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the relevant details are furnished below:
| Name of the Director / Employee |
Rubal Jeet Singh Sayal |
Swaran Jeet Singh Sayal |
Tanya Sayal |
| Designation |
Managing Director & CFO |
Director & Chairman |
Director |
| Remuneration received |
60,00,000 per annum |
12,00,000 per annum |
6,00,000 per annum |
| Nature of employment, whether contractual or |
Permanent Employee |
Permanent Employee |
Permanent Employee |
| Date of commencement |
29.08.2019 |
29.08.2019 |
01.04.2022 |
| The age of such |
49 Years |
76 Years |
|
| The last employment held by |
N/A |
N/A |
N/A |
| sTuhcehshares held by the employee in the Company |
11,57,77,200 equity shares (23.70%) |
9,79,97200 equity shares (20.06%) |
Nil |
| Whether any such employee is a relative of any director |
1) Mr. Swaran jeet Singh Sayal, Director is father of Mr.
Rubaljeet Singh Sayal 2) Ms. Tanya Sayal, Director is Daughter of Mr. Swaran jeet Singh
Sayal, Director and Sister of Mr. Rubaljeet Singh Sayal |
Mr. Swaran Jeet Singh Sayal is the Father of Mr. Rubaljeet
Singh Sayal |
Ms. Tanya Sayal, Director is Daughter of Mr. Swaran jeet
Singh Sayal, Director and Sister of Mr. Rubaljeet Singh Sayal |
Notes:
?€? There were confirmed employees on the rolls of the Company as on 31st March
2025- 29 employees.
?€? Median remuneration of employees of the Company during the financial year
2024-2025 was NIL
?€? There was no employee in the Company who drawn remuneration of Rs.1.2 crore/
- per annum during the period under review. Hence the Company is not required to disclose
any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules
2014.
?€? There is no employee covered under the provisions of section 197(14) of the
Companies Act 2013.
33. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial
Control (IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of business, including adherence to the company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
information.
The Company has a well-placed, proper and adequate Internal Financial Control System
which ensures that all the assets are safeguarded and protected and the transactions are
authorized, recorded and reported correctly.
To further strengthen the internal control process, the company has developed
comprehensive compliance management tool to drill down the responsibility of the
compliance from top management to executive.
34. FAMILIARISATION PROGRAMMES
The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarization Programme. The
Company also conducts orientation Programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
Programme for Independent Directors is disclosed on the Company's website .
35. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the reporting period, no application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial
year.
37. MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
38. LISTING OF SECURITIES:
The Company is listed on the BSE Limited and is regular in paying the annual listing
fee to the Stock Exchange.
39. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)
Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of
the Annual Report for the top 100 listed entities. In view of the requirements specified,
the company is not mandated for the providing the BRSR and hence do not form part of this
Report.
40. STATEMENT ON OTHER COMPLIANCES
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 reporting period:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or
otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
d. Neither the Managing Director nor any of the Whole-time Directors of the Company
receive any remuneration or commission.;
41. WEBSITE OF THE COMPANY:
Your Company maintains a website where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been provided.
42. CORPORATE GOVERNANCE
Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule- V of SEBI
(LODR) Regulations, 2015 and Certificate on Compliance of Corporate Governance form part
of this report. "Annexure-VIII"
43. COMPLIANCE OF SECRETARIAL STANDARDS
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of the
Board of Directors' and 'General Meetings' respectively have been duly complied by your
Company.
44. PREVENTION OF INSIDER TRADING:
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires preclearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
45. ACKNOWLEDGEMET
The directors thank the Company's employees, customers, vendors, investors and academic
institutions for their continuous support. The directors also thank the Government of
India and concerned government departments / agencies for their co-operation.
For Hardwyn India Limited
|
Sd/- |
Sd/- |
|
Rubaljeet Singh Sayal |
Swaran Jeet Singh Sayal |
| Date: 15.10.2025 |
Managing Director |
Director |
| Place: New Delhi |
DIN:00280624 |
DIN: 00280576 |
|