The Board of Directors is pleased to present the 38th AnnualReport of the Company for the financial year ended 31st March,2025.
The Company’s financial performance for the year ended 31stMarch, 2025 is summarized below:
(' in Lakhs )
Standalone
Consolidated
Particulars
For the year endedMarch 31,
2025
2024
Total Revenue
1020.25
2836.17
594.44
1305.35
Profit/(Loss) Before Tax
460.23
853.47
34.40
590.03
Less: Tax Expenses
260.26
(73.38)
260.38
Profit/(Loss) After Tax
199.97
926.85
(225.98)
663.41
Share of Profit/(Loss) ofAssociate Company
-
969.40
935.12
Profit/(Loss) for the Year
743.42
1598.53
Other ComprehensiveIncome / (Loss)
0.97
5.32
Total ComprehensiveIncome for the period(Comprising Profit(Loss) and OtherComprehensive Incomefor the period)
200.94
932.17
744.39
1603.85
During the financial year 2024-25 total revenue of the Companyon standalone basis is Rs. 1020.25 Lakh and on consolidatedbasis is Rs. 594.44 Lakh. The net Profit/Loss for the year onstandalone basis is Rs. 199.97 Lakh and on consolidated basisis Rs 743.42 Lakh. There is no material change in the nature ofbusiness of the company.
Considering the financial position of the company, the Board ofDirectors have not recommended any dividend for the financialyear 2024-25.
The Company has not transferred any amount to the reservesduring the current financial year.
The company has won a contract for making a 132 kw Electricalsub-station. This is work in progress. The value of the projectis Rs. 15.26 Crs. In the year 2024-25 Rs. 2.30 Crs of work wasexecuted. The balance work is expected to be executed in thefinancial year 2025-26. Based on this experience, the companywill decide its future course in this line of work.
The Company owns Wind Turbine Generators (WTG) & Solar
Power Plants with total power generation capacity of 2.52 MegaWatts contributed Rs. 112.14 Lakh in the total revenue of theCompany as compared to Rs. 114.73 Lakh in the previous year.
Pursuant to the applicable provisions of the Companies Act,2013, read with the IEPF Authority (Accounting, Audit, Transferand Refund) Rules, 2016 (“the IEPF Rules”), all unpaid orunclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India,after the completion of seven years. Further, according to theIEPF Rules, the shares on which dividend has not been paidor claimed by the shareholders for seven consecutive yearsor more shall also be transferred to the demat account of theIEPF Authority. During the year, the Company has transferredtotal unclaimed and unpaid Final dividend of Rs. 1,61,974/-for the F.Y. 2016-2017 to IEPF Authority. Further 11,186corresponding shares on which dividend were unclaimed forseven consecutive years were transferred to IEPF Authority asper the requirements of the IEPF Rules.
In accordance with the provisions of the Act (hereinafterreferred to as “the Act”), Regulation 33 of the Securities andExchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (hereinafter referred to as“Listing Regulations”) and applicable Accounting Standards,the Audited Consolidated Financial Statements of the Companyfor the financial year 2024-25 together with the Auditor’s Reportforms part of this Annual Report.
The Company has one subsidiary viz Hind Power ProductsPrivate Limited and one joint venture Company viz AssociatedIndustries Limited SFZ as on March 31, 2025.
A separate statement containing the salient features offinancial statements of the subsidiary and Joint Venture of thecompany in prescribed Form AOC-1 form a part of consolidatedfinancial statements in compliance with Section 129(3) andother applicable provisions, if any, of the Companies Act, 2013read with Rule 5 of the Companies (Accounts) Rules, 2014.
The Company has formulated a policy for determining MaterialSubsidiaries. The Policy may be accessed at: https://www.investors.hindaluminiumindustries.in
Pursuant to Section 134 of the Act (including any statutorymodification(s) or re-enactment(s) thereof for the time being inforce), the Directors of the Company state that:
a. in the preparation of Annual Accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures;
b. the Directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company asat 31st March, 2025 and of the profit/loss of the Companyfor the said period;
c. the Directors have taken proper and sufficient care ofthe maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting fraud and other irregularities;
d. the Directors have prepared the Annual Accounts on agoing concern basis.
e. the Directors have laid down internal financial controlsto be followed by the Company and that such internalfinancial controls are adequate and are operatingeffectively; and
f. the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
In accordance with the provisions of the Act and the Articles ofAssociation of the Company, Shri Shailesh Daga, Director of theCompany is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself forreappointment. Shri Shailesh Daga has vast experience of over36 years in Aluminium Industry. He holds 2,50,982 equity sharesin the Company.
Shri. Shailesh Daga (DIN: 00074225) reappointed as a ManagingDirector of the Company for a term of 3 (Three) years w.e.f.June 01, 2024 and categorized as a Director liable to retire byrotation.
Shri Ambarish Daga (DIN: 00897867) has appointed as a Non¬Executive Independent Director of the Company w.e.f. May 30,2024 and Shri Sudhir Goel (DIN: 00074455) (Shri NavinchandraShah (DIN: 01193927) & Shri Sundeep Mohta (DIN: 00426001)has resigned w.e.f. May 30, 2024).
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the KeyManagerial Personnel of the Company as on March 31, 2025 areShri Shailesh Daga, Managing Director, Shri Mahendra KumarJain, Chief Financial Officer, Ms. Ankita Vishwakarma, CompanySecretary (Appointed w.e.f. May 31, 2024), CS Sakshi Sharmaresigned w.e.f. May 30, 2024.
Except the aforesaid director, no directors or key managerialpersonnel were appointed or have resigned during the year.
The Company has received declarations from all theIndependent Directors confirming that they meet the criteriaof independence as prescribed under the provisions of the Act,read with the Schedules and Rules issued thereunder, as wellas clause (b) of sub-regulation (1) of Regulation 16 of ListingRegulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms ofRegulation 25(8) of the Listing Regulations, the IndependentDirectors have confirmed that they are not aware of anycircumstance or situation, which exist or may be reasonablyanticipated, that could impair or impact their ability todischarge their duties.
Total Nine meetings of the Board of Directors were held duringthe financial year 2024-25. For details of meetings of the boardplease refer to the corporate governance report, which formspart of this Annual Report.
The Board of Directors has carried out an annual evaluationof its own performance, board committees, and individualdirectors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by theListing Regulations.
The performance of the board was evaluated by the board afterseeking inputs from all the directors on the basis of criteria suchas the board composition and structure, effectiveness of boardprocesses, information and functioning, etc. as provided by theGuidance Note on Board Evaluation issued by the Securitiesand Exchange Board of India on January 5, 2017.
The performance of the committees was evaluated by theboard after seeking inputs from the committee members onthe basis of criteria such as the composition of committees,effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committeereviewed the performance of individual director on the basis ofcriteria such as the contribution of the individual director to theboard and committee meetings like preparedness on the issuesto be discussed, meaningful and constructive contribution andinputs in meetings, etc.
In a separate meeting of independent directors, performanceof non-independent director and the board as a whole wasevaluated, taking into account the views of executive directorsand non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independentdirectors, at which the performance of the board, itscommittees, and individual director was also discussed.Performance evaluation of independent directors was doneby the entire board, excluding the independent director beingevaluated.
In compliance with Regulation 34 of the Listing Regulations,a separate report on Corporate Governance along with acertificate from the Practising Company Secretary on itscompliance forms an integral part of this Annual Report.
The Company’s policy on directors’ appointment andremuneration and other matter provided in Section 178(3) ofthe Act has been disclosed in the corporate governance report,which forms part of directors’ report.
The details in respect of internal financial control and theiradequacy are included in the Management Discussion andAnalysis, which is a part of this report.
The development and implementation of risk managementpolicy has been covered in the management discussion andanalysis, which forms part of this report.
The particulars of loans, guarantees and investments havebeen disclosed in the financial statements of the Company.
The Company has established a robust Vigil Mechanism anda Whistle-blower policy in accordance with provisions of theAct and Listing Regulations and no personnel has been deniedaccess to the audit committee. The Vigil Mechanism and whistle¬blower policy is put on the Company’s website and can beaccessed at: https://www.investors.hindaluminiumindustries.in
All contracts / arrangements / transactions entered by theCompany during the financial year with related parties were inthe ordinary course of business and on arm’s length basis.
There were no materially significant related party transactionsas per the Regulation 23 of the Listing regulations, that mayhave potential conflict with interest of the Company at large.
The Company draws attention of the members to Note no. 33 tothe Standalone Financial Statement which set out related partytransactions as per Ind AS 24. As there were no transactionswith related parties pursuant to section 134(3)(h) of the Actread with Rule 8(2) of the Companies (Accounts) Rules, 2014,Nil details are given in Annexure -II in Form AOC-2 and the sameforms part of this report.
The Annual Return for financial year 2024-25 as per provisionsof the Act and Rules thereto, is available on the Company’swebsite at https://www.investors.hindaluminiumindustries.in
The Audit Committee was reconstituted on 30th May, 2024 andit comprises members namely CA. Ambarish Daga (Chairman),Mrs. Kiran Mundhra (Member) and Shri Lalit Kumar Daga(Member).
All the members of the Audit Committee are financially literateand have experience in financial management.
During the year, all the recommendations made by the AuditCommittee were accepted by the Board.
The information required under Section 197 of the Act read withCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 (including any statutory modification(s)or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in theAnnexure III of this report.
Karnavat & Company, Chartered Accountants were appointedas Auditors of the Company, for a term of 5 (five) consecutiveyears, from the conclusion of the 36th Annual General Meetingheld on September 06, 2023 till the conclusion of the 41stAnnual General Meeting of the Company, to be held in theCalendar year 2028. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.
The Auditors’ Report for the financial year ended 31st March,2025 on the financial statements of the Company is a part ofthis Annual Report. The Independent Audit Report does notcontain any qualification, reservation or adverse remark.
The Secretarial Audit Report relating to Secretarial Auditconducted by M/s Arun Dash & Associates, Company Secretaries,for the financial year ended March 31, 2025 under the Act readwith Rules made thereunder is set out in the Annexure V tothis report. The Secretarial Audit Report does not contain anyqualification, reservation or adverse remark.
Disclosure requirements as per SEBI Listing Regulations, theCorporate Governance Report with the Practicing CompanySecretary’s Certificate thereon, and the ManagementDiscussion and Analysis are attached, which form part of thisreport.
The particulars relating to conservation of energy, technologyabsorption, foreign exchange earnings and outgo, as requiredto be disclosed under the Act, are provided in Annexure IV tothis Report.
Ý Material changes and commitments, if any, affecting thefinancial position of the company which have occurredbetween the end of the financial year of the company towhich the financial statements relate and the date of thereport; NIL
Ý Your Company has not issued any shares with differentialvoting rights.
Ý There was no revision in the financial statements.
Ý Your Company has not issued any sweat equity shares.
Ý There is no change in the nature of business.
Ý During the year under review, your Company has notaccepted any fixed deposits from the public falling underSection 73 of the Act read with the Companies (Acceptanceof Deposits) Rules, 2014. Thus, as on March 31, 2025, therewere no deposits which were unpaid or unclaimed anddue for repayment.
Ý There are no significant and material orders passed bythe regulators or courts or tribunals impacting the goingconcern status and company’s operations in future.
Ý There were no frauds reported by the Auditors u/s 143(12)of the Act.
Ý As per the requirement of the Sexual Harassment ofWomen at the Workplace (Prevention, Prohibitionand Redressal) Act, 2013, your Company has compliedwith provisions relating to the constitution of InternalComplaints Committee. There were no complaintsreceived during the year under review.
Ý The Company’s overall turnover as well as turnover fromindividual product did not fall under the prescribed limitsmentioned under Section 148 of the Act read with Rule 3of the Companies (Cost Records and Audit) Rules, 2014,hence the provisions of maintenance of Cost Records andAudit were not applicable to the Company during theFY 2024-25.
Ý Details of application made or any proceeding pendingunder the Insolvency and Bankruptcy Code, 2016 duringthe year along with their status as at the end of thefinancial year - Not Applicable
Ý Details of difference between amount of the valuationdone at the time of one-time settlement and thevaluation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof - NotApplicable
Ý The company does not fall under the criteria mentionedunder Section 135 (1) of the Act pertaining to applicabilityof Corporate Social Responsibility.
Ý In accordance with the requirement of Regulation 34(3)and Schedule V Part F of Listing Regulations, no share ofthe company is in demat/unclaimed suspense account.
The Board of Directors sincerely convey their gratitude andplace on record their appreciation for all the employees atall levels for their hard work, solidarity, cooperation anddedication during the year.
Further, the Board sincerely conveys its appreciation for itscustomers, shareholders, suppliers as well as vendors, bankers,business associates, regulatory and government authorities fortheir continued support.
For and on behalf of the Board
Place: MumbaiDate: 21.05.2025