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Hind Commerce Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1.14 Cr. P/BV 0.07 Book Value (Rs.) 55.15
52 Week High/Low (Rs.) 4/3 FV/ML 10/1 P/E(X) 4.22
Bookclosure 25/09/2024 EPS (Rs.) 0.90 Div Yield (%) 0.00
Year End :2024-03 

The Directors take pleasure in presenting the 39th Annual Report along with Audited
Financial Statements of your Company for the Financial Year ended March 31, 2024.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2024 is
summarized below:

(Rs. In 000')

Particulars

Standalone

For the Financial Year Ended

March 31, 2024

March 31, 2023

Revenue

-

-

Revenue from Operations

59,201.08

-

Other Income

5,401.44

4,557.21

Total Revenue

64,602.52

4,557.21

Less: Total Expenditure

60,717.50

2,714.35

Profit before, Depreciation and Tax

3,885.01

1,842.86

Less: Depreciation

-

-

Profit before Tax

3,885.01

1,842.86

Less: Tax Provision (Current, Deferred,
FBT

and Earlier Year adjustment)

1,139.03

886.14

Profit/(Loss) after Tax (PAT)

2,745.98

956.72

Earnings per share (Rs.) : Basic

0.92

0.32

Diluted

0.92

0.32

Results of Operations

During the year under review your Company has reported a total income of Rs. 64,602.52 K
as compared to Rs. 4,557.21 K for previous years as reported in the Standalone Financials.

Dividend

Owing to inadequacy of profit, no Dividends are recommended for the year underreview.
Transfer to Reserves

Since there is no dividend for the year under review, transfer of funds to thereserves is not
required.

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specialize in the
export of quality Cotton Yarns and fabrics in both domestic and international trading.

During the year under review, there has been no change in the nature of business of the
Company.

Management Discussion and Analysis Report

As required under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the
financial condition and results of operations of the Company under review, is annexed and
forms an integral part of the Directors' Report.

Material changes and commitments affecting financial position between the end of the
financial year and date of report

There have been no material changes and commitments, if any, affecting the financial position
of the Company between the end of the financial year to which the financial statements relate
and the date of report.

Associate and Subsidiary Companies

As on March 31, 2024, the Company has no Subsidiary Company, joint venture or Associate
Company.

Deposit

During the year under review, your Company did not accept any deposits in terms of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Therefore the requirement for furnishing of details of deposits which are not in compliance
with the Chapter V of the Companies Act, 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the Members,
as and when applicable in related party transactions inrelation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as
per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2
is not required. Further there are no materially significant related party transactions during the
year under review made by the Company with Promoters, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed
on the website of the Company viz.
http://www.hindcommerce.com/pdf/policy-on-related-
party-transaction-and-materialitv-of-related-party-transaction.pdf.

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.

Board of Directors and Key Managerial Personal

The Board of Directors of the company has an optimum combination of Executive, Non¬
Executive, and Independent Directors who have an in-depth knowledge of business, in
addition to the expertise in their areas of specialization. As on March 31, 2024, the Board of
the Company comprised of Five directors that include two Independent Women Director. All
the members of the Board are persons with considerable experience and expertise in the

industry. None of the Directors on the Board is a member in more than (10) Committee and
Chairman of more than (5) Committee across all the companies in which he/she is a director.
The necessary disclosures regarding committee positions have been made by all the directors.
The Composition and the category of directors on the board of the Company is as under:-

As on the date of this report, the Company's Board consists of the followingDirectors:

1. Mrs. Kavita Akshay Chhajer - Independent Director

2. Ms. Meghna V. Panchal- Independent Director

3. Mr. Umesh R. Lahoti - Managing Director

4. Mr. Ujwal R. Lahoti - Non-Executive Director

Appointment and Resignation of Key Managerial Personnel

During the year, Mr. Sanjay Soni (DIN: 02613471) and Mr. Prakash Bang (DIN: 00088837)
ceased to be the Directors of the Company due to the end of second and final term 10 years as
an Independent Directors of the Company w.e.f. March 31, 2024. Mrs. Kavita Chhajer
(DIN: 07146097) was appointed as an Independent Directors of the Company w.e.f. April 02,
2024.

Retire by rotation and Re-appointments

Section 152 of the Act provides that unless the Articles of Association provide for retirement
of all directors at every Annual General Meeting, not less than two-third of the total number
of directors of a public company (excluding the independent Directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation, of which one-
third are liable to retire by rotation. Accordingly, Mr. Ujwal Lahoti (DIN: 00360785), Executive
Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers
himself for re-appointment. A Profile of Mr. Ujwal Lahoti (DIN: 00360785), as required by
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is given in the Notice convening the forthcoming AGM.

Declaration by Independent Directors

Mrs. Kavita Chhajer and Ms. Meghna Panchal are the Independent Directors on the Board of
the Company. The Company has received the declaration from all the Independent Directors
confirming that they meet the criteria as set out in the provisions
of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further at the time of appointment of an Independent Director, the Company issues a formal
letter of appointment detailing their role and function in the Company, the format of the
letter of appointment whereof is available on the website of the Company at:
http://hindcommerce.com/pdf/Letter%20of%20Appointment%20to%20Independe
nt%20Directors.pdf

Number of Meetings of the Board of Directors:

The Board of Directors (hereinafter referred to as "the Board") meets at least once in each
quarter, inter-alia to review the quarterly results and other matters. In addition, the board
also meets whenever necessary. The Board periodically reviews compliance reports of all laws
applicable to the Company. The desirable steps are taken by the directors of the Company to
rectify instances of non- compliances, if any.

The Board met Four (4) number of times during the Financial Year 2023-24 under review. The
gap between two meetings held during the year 2023-24 does not exceeds 120 days:

Sr. No.

Date of
Meetings

Venue and time of the
meeting

Director's present

Directors to
whom Leave of
absence was
granted

1.

15/05/2023

Venue: Registered
office - 307, Arun
Chambers, Tardeo
Road, Mumbai -
400034

1. Mr. Ujwal R Lahoti

2. Mr. Umesh R Lahoti

3. Mr. Sanjay R Soni

4. Mr. Prakash R Bang

5. Ms. Meghna V Panchal

2.

09/08/2023

Venue: Registered
office - 307, Arun
Chambers, Tardeo
Road, Mumbai -
400034

1. Mr. Ujwal R Lahoti

2. Mr. Umesh R Lahoti

3. Mr. Sanjay R Soni

4. Mr. Prakash R Bang

5. Ms. Meghna V Panchal

3.

06/11/2023

Venue: Registered
office - 307, Arun
Chambers, Tardeo
Road, Mumbai -
400034

1. Mr. Ujwal R Lahoti

2. Mr. Umesh R Lahoti

3. Mr. Sanjay R Soni

4. Mr. Prakash R Bang

5. Ms. Meghna V Panchal

4.

14/02/2024

Venue: Registered

1. Mr. Ujwal R Lahoti

-

office - 307, Arun

2. Mr. Umesh R Lahoti

Chambers, Tardeo

3. Mr. Sanjay R Soni

Road, Mumbai -

4. Mr. Prakash R Bang

400034

5. Ms. Meghna V Panchal

Committees of Board

The Board has 3 Committees: Audit Committee, Stakeholder's Relationship Committee and
Nomination and Remuneration Committee. A detailed note on the Compositions, functions of
the Board and Committee are as provided below:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Committee
Members

Designation in
the Committee

Remarks

Mr. Prakash Bang
(Independent Director)

Chairman

Ceased to be the Chairman
w.e.f. April 01, 2024

Mr. Ujwal Lahoti

(Non - Executive Director)

Member

-

Mr. Sanjay Soni
(Independent Director)

Member

Ceased to be the Member w.e.f.
April 01, 2024

Mrs. Kavita Chhajer
(Independent Director)

Chairperson

Appointed as the Chairperson
w.e.f. April 02, 2024

Ms. Meghna Panchal
(Independent Director)

Member

Appointed as the Member w.e.f.
April 02, 2024

The Committee held 4 (Four) meetings during the year. All the members of the Committee are
Non-executive Directors. All the members are financially literate and have accounting /
related financial management expertise.

Meetings and Attendance of the Audit Committee: -

Audit Committee Meetings were convened and held on, 15/05/2023, 09/08/2023,
06/11/2023, and 14/02/2024.

Name of the Committee Members

No. of Meetings

Held

Attended

Mr. Prakash R. Bang

4

4

Mr. Ujwal R. Lahoti

4

4

Mr. Sanjay R. Soni

4

4

The Role, function, responsibility and constitution of the Audit Committee is in accordance to
the provisions of Section 177 of the Companies Act, 2013 and as per SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Audit Committee functions according to its Charter that defines its composition,
authority, responsibilities and reporting functions. The terms of reference of the Audit
Committee, inter alia, includes the following function:

• Overseeing the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficientand credible;

• Recommending to the Board of Directors, the appointment, re-appointment, terms of
appointment and, if required, the replacement or removal of the statutory auditor and
the fixation of audit fees;

• Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

• Reviewing with the management the annual financial statements before submission to
the Board of Directors for approval, with particular reference to:

• Matters required to be included in the director's responsibility statement to be included
in the Board of Directors' report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by
management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

• Reviewing with the management the quarterly financial statements before submission to
the Board of Directors for approval; Reviewing, with the management, the statement of
uses / application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document/prospectus/ notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.

• Reviewing with the management the performance of statutory and internal auditors and
the adequacy of internal control systems

• Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board of Directors;

• Discussing with statutory auditors before the audit commences, about the nature and
scope of audit as well as have post-audit discussion to ascertain any area of concern

• To look into the reasons for substantial defaults in payments to depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blowing mechanism; Approval of appointment of
the chief financial officer (i.e. the whole time finance director or any other person
heading the finance function or discharging that function) after assessing, amongst
others, the qualifications, experience and background of the candidate;

• Review & monitor the auditor's independence and performance andeffectiveness of
audit process;

• Approval or any subsequent modification of transactions of the company withrelated
parties;

• Scrutiny of inter-corporate loans & investments;

• Valuation of undertakings or assets of the company;

• Evaluation of internal financial controls and risk management systems;

• Examination of the financial statement and the auditor's report thereon;

• Monitoring the end use of funds raised through public offers and relatedmatters;

• Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

• To investigate any activity within its terms of reference;

• To have full access to information contained in the records of the Company;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise, if considers necessary.

2. Stakeholder's Relationship Committee

Name of the Committee Members

Designation in the
Committee

Ms. Meghna V Panchal (Independent Director)

Chairperson

Mr. Umesh R. Lahoti (Managing Director)

Member

Mr. Ujwal R. Lahoti (Non-Executive Director)

Member

In order to comply with the provisions of Section 178 of the Companies Act, 2013, the
nomenclature of Shareholders'/Investors' Grievance Committee was changed to
Stakeholders Relationship Committee with revised role which also includes to consider and
resolve the grievances of all stakeholders of the Company.

Meetings and Attendance of Stakeholders Committee.

Stakeholder's Relationship Committee Meeting was convened and held on 14/02/2024 and all
the Directors were present at the Meeting.

The terms of reference of Stakeholders Grievances Committee inter alia includes the
following:

• Redressal of Shareholders', debenture holders' and other security holders' investors
complaints including complaints related to transfer of shares;

• Allotment of shares, approval of transfer or transmission of shares, debentures or any
other securities;

• Issue of duplicate certificates and new certificates on split/

consolidation / renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and Carrying out any
other function as prescribed under in the Listing Regulations.

3. Nomination and Remuneration Committee

Name of the Committee
Members

Designation in the
Committee

Remarks

Mr. Prakash Bang
(Independent Director)

Chairman

Ceased to be the Chairman
w.e.f. April 01, 2024

Mr. Sanjay Soni
(Independent Director)

Member

Ceased to be the Member
w.e.f. April 01, 2024

Ms. Meghna Panchal
(Independent Director)

Member

-

Mrs. Kavita Chhajer
(Independent Director)

Chairperson

Appointed as the Chairperson
w.e.f. April 02, 2024

Mr. Ujwal Lahoti

(Non - Executive Director)

Member

Appointed as the Member
w.e.f. April 02, 2024

In Compliance with Section 178 of the Companies Act, 2013 and as specified in the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board constituted the
Nomination and Remuneration Committee comprising of Three (3) Non-Executive
Independent Directors of the Company.

Meetings and Attendance of Nomination & Remuneration Committee.

Nomination & Remuneration Committee Meeting was convened and held on 09/08/2023 and
all the Directors were present at the Meeting.

Following are the role and function of the Nomination and Remuneration Committee:

• To lay down criteria and terms and conditions with regard to identifying persons who are
qualified to become Directors (Executive and Non-Executive) and persons who may be
appointed in Senior Management and Key Managerial positions and to determine their
remuneration.

• To determine remuneration based on the Company's size and financial position and
trends and practices on remuneration prevailing in peer companies.

• To formulate criteria for evaluation and carry out evaluation of the performance of
Directors, as well as Key Managerial, Independent Directors and Senior Management
Personnel.

• To provide them reward linked directly to their effort, performance, dedication and
achievement relating to the Company's operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage.

• To ensure no violation, by an employee of any applicable laws in India or overseas,
including:

i. The Securities and Exchange Board of India (Insider Trading) Regulations,1992; or

ii. The Securities and Exchange Board of India (Prohibition of Fraudulent andUnfair Trade
Practices relating to the Securities Market) Regulations, 1995.

• To formulate detailed terms and conditions of employee stock option schemes including
details pertaining to quantum of options to be granted, conditions for lapsing of vested
options, exercise period, adjustments for corporate actions and procedure for cashless
exercise and perform such other functions as are required to be performed by the
Remuneration Committee under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as
amended ("ESOP Guidelines"), in particular, those stated in Clause 5 of the ESOP
Guidelines; as and when required.

• To devise a policy on Board diversity.

To Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the
Board their appointment and removal.

• To develop a succession plan for the Board and to regularly review the plan.

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of
Directors in consultation with the Nomination and Remuneration Committee has
formulated the Nomination and Remuneration Policy. The Policy has been divided into
three parts: Part - A covers the matters to be dealt with and recommended by the
Committee to the Board, Part - B covers the appointment and nomination and Part - C
covers remuneration and perquisites etc.

Briefly the formulated policy comprises of the following:

i. Appointment criteria and qualification - setting up of criteria and positiveattributes
and independence for identification and selection of directors, KMP and Senior
Management positions

ii. Recommendation to the Board on appointment and removal of Directors, KMP and
Senior Management Personnel

iii. Specifying the term and tenure of the Director

iv. Procedure and criteria for evaluation of Performance of every Director

v. Removal and Retirement of Directors

vi. Remuneration Structure of Whole-time Director, KMP and Senior
Management Personnel

vii. Remuneration structure of Non- Executive / Independent Director

The Nomination and Remuneration Policy has been posted on the website of the Company
http://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

Companies Policy on Director's Appointment and Remuneration

The Remuneration policy of the Company comprises inter alia the aims and objectives,
principles of remuneration, guidelines for remuneration to Executive and Non-Executive
Directors and Key Managerial Personnel and criteria for identification of the Board Members
and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position
he / she is considered for appointment. The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person is sufficient / satisfactory
for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time
Director who has attained the age of seventy years. Provided that the term of the person
holding this position may be extended beyond the ageof seventy years with the approval
of shareholders by passing a special resolution based on the explanatory statement
annexed to the notice for such motion indicating the justification for extension of
appointment beyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Company
http://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

Annual Evaluation of the Board

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Board conducted the Annual Evaluation of the Board, on
its own performance and of the Directors, individually as well as the evaluation of the working
of the Committees of the Board.

A structured questionnaire was prepared after taking into consideration various aspects of
Board's functioning, composition of Board and Committees, culture, execution and
performance of specific duties, obligations and governance.

The Board of Directors expressed their satisfaction.

Certificate from PCS under Schedule V (C) (10) (i) of SEBI (LODR) Regulation, 2015:

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI
(LODR) certifying that none of the directors on the board of the company have been debarred
or disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the
Annual Report as Annexure-3.

Vigil Mechanism/Whistle Blower

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 andas per the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has a Whistle Blower Policy to report genuine concerns or grievances and to deal
with the instances of fraud and mismanagement. The Whistle Blower Policy has been posted
on the website of the Company
http://hindcommerce.com/pdf/whistle-blower-policy-vigil-
mechanism.pdf

Directors' Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained /received
from the operating management, your Directors make the following statement and confirm
that-

(a) In the preparation of the Annual Accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(b) The directors had 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 ofthe financial year and of
the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts 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;
and

(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.

Auditors and Auditors' Report

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, M/s. SIGMAC & CO, Chartered Accountants, Mumbai (Registration
No.116351W) Statutory Auditors of the Company to hold office for five consecutive years
from the conclusion of the 37th Annual General Meeting of the Company held on 28th
September, 2022 till the conclusion of 42nd Annual General Meeting to be held in 2027, as
required under section 139 of the companies act, 2013 read with companies (Audit &
Auditors) Rules 2014.

The Reports of the Statutory Auditors, M/s. SIGMAC & Co., Chartered Accountants on the
Financial Statements of the Company for the financial year 2024 form part of this Annual
Report. The statutory auditors have submitted an unmodified opinion on the audit of Financial
Statements for the year 2024 and there is no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report and therefore the same does not call for any
further comments/explanation from the Directors.

Secretarial Auditor

Your Company has appointed M/s. Kothari H. & Associates, a firm of Practicing Company
Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204

of the Companies, Act 2013 for conducing secretarial audit of Company for the Financial Year
2023-24.

The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates
Company Secretaries in Form MR-3 for the Financial Year 2023-24 forms part to this report as
Annexure 1. The said report does not contain any adverse observation or qualification
requiring explanation or comments from the Board under Section 134(3) of the Companies
Act, 2013.

Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights/ sweat equity shares/
employee stock options or not made any provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2023-24.

The Company has not made any purchase or provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2023-24.

Listing

During the year under review, the Company's Equity Shares were listed at BSE Limited and the
Company has paid the llisting fees to the above Stock Exchanges for the year 2023-24.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the
provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure- 2 to the Board's report.

During the financial year 2023-24, there were no employee in the Company whose particulars
are required to be given in terms 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.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparationof reliable financial disclosures.

Risk Management

Risk management is the identification, assessment, and prioritization of risks
followed by coordinated and economical application of resources to minimize, monitor, and
control the probability and/or impact of unfortunate events or to maximize the realization of
opportunities. Risk management's objective is to assure uncertainty does not deflect the
endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk
assessment and minimization procedures. A risk management committee consisting of senior
executives of the Company periodically reviews these procedures to ensure that executives'
management controls risk through means of a properly defined framework. A senior
independent director is associated with the committee. The Company has framed the risk
assessment and minimization procedure which is periodically reviewed by the Board. The risk
management policy is displayed on the website of the Company viz.

http://www.hindcommerce.com/pdf/risk-management-policy.pdf

Annual Return

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 (1)
of the Companies (Management and administration) Rules, in Form MGT-7 for the financial
year ended, March 31, 2024, is available on the website of the Company at
www.hindcomerce.com

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign
Exchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not
energy intensive. However adequate measures are always taken to ensure optimum utilization
and maximum possible saving of energy. The Company has installed energy conservative
equipment's like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in.
Your Company uses latest technology and equipment's. However since the Company is not
engaged in any manufacturing, the information in connection with technology absorption is
NIL.

During the period under review the Company has earned Foreign Exchange of Rs.43520.16
Thousand and incurred the Foreign Exchange outgo of Rs. 20611.46 Thousand.

Secretarial Standards

The Company complies with all the Secretarial Standards.

Report on Corporate Governance

As per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Corporate Governance requirements are not applicable to the Company whose paid
up capital does not exceed Rs. Ten Crores and net worth does not exceed Rs. Twenty-Five
Crore as on the date of last day of previous financial year. Since the Company does not exceed
the above stated limit, Report on Corporate Governance is not applicable to the Company.
The same shall be applicable if the Company exceeds the aforementioned limits at any time
duringthe year.

In view of the above, Company has not provided report on corporate governance and
auditor's certificate thereon for the year ended March 31, 2024. However, whenever the
provision will become applicable to the company at a later date, the company shall comply
with the requirements of the same within six months from the date on which the provisions
became applicable to the company.

Prevention of Sexual Harassment of Women at Workplace

The Company has in place the "Policy on Prevention of Sexual Harassment at the Workplace"
in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, no complaints were
received by the Committee for Redressal.

Transfer of unclaimed dividend to Investor Education and Protection Fund

The Company is not carrying any fund which is required to be transfer to Investor Education
and Protection Fund.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in the course of day to day business operations of the company.

The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in
dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure. All the Board
Members and the Senior Management personnel have confirmed compliance with the Code.
All Management Staff were given appropriate training in this regard.

Policies

All the policies are available on the website of the Company i.e. www.hindcommerce.com.
Other Disclosures

• Remuneration to statutory Auditors is Rs. 70 thousand.

• During the Financial Year 2023-24, the trading of Securities was not suspended.

• During the Financial Year 2023-24, no funds were raised through preferential allotment or
by allotment of securities to qualified Institutional Placements as specified under
Regulation 32(7A).

• The Company, during the Financial Year 2023-24, has not issued any debt instruments or
has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal.
Hence, no credit ratings were obtained.

• The Company has complied with statutory compliances and no penalty or stricture is
imposed on the Company by the Stock Exchanges or Securities and Exchange Board of
India or any other statutory authority on any matter related to the capital markets during
the last three years.

Acknowledgement

Your directors wish to express their grateful appreciation for co-operation and support
received from customers, financial institutions, Banks, regulatory authorities, customers,
vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the
employees at all levels, as without their focus, commitment and hard work, the Company's
consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board

Sd/- Sd/-

Umesh Lahoti Ujwal Lahoti

Managing Director Director

(DIN: 00361216) (DIN: 00360785)

Place: Mumbai
Date: August 08, 2024


 
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