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HICKS THERMOMETERS (INDIA) LIMITED - 62nd Annual Report Summary **Overview:** The document is the 62nd Annual Report for Hicks Thermometers (India) Limited, providing information about the company's performance, financial results, corporate governance, and other relevant details for the financial year ended March 31, 2024. The report includes audited financial statements, Board's Report, Auditor's Report, and various annexures. **Notice of Annual General Meeting:** The 62nd Annual General Meeting (AGM) of the members of Hicks Thermometers India Limited will be held on Monday, September 30, 2024, at 11:00 AM at the Registered Office of the Company in Aligarh to transact ordinary and special businesses. **Ordinary Businesses:** To receive, consider, and adopt the audited financial statements for the year ended March 31, 2024. To appoint a director in place of Miss Ranjana Bansal [DIN: 01243291], who is retiring by rotation and offers herself for re-appointment. **Special Businesses:** The resolutions for the appointments of Mr. Yatharth Gupta (DIN: 08741334), Mr. Bharat Bansal (DIN: 00387048), and Mr. Sher Singh (DIN: 00939677) as Directors are to be considered and approved. **Board's Report and Financial Highlights:** The directors are pleased to present the 62nd Annual Report of Hicks Thermometers India Limited, along with audited accounts, for the financial year ended March 31, 2024. The company's financial performance is detailed, with key metrics including: * Revenue from Operations: Rs. 60,57,99,155.21 * Other Income: Rs. 1,35,09,298.66 * Total Revenue: Rs. 61,93,08,453.87 * Total Expenditure before finance cost and depreciation: Rs. 57,80,65,729.11 * Profit Before Tax (PBT): Rs. 3,31,24,897.58 * Net Profit (PAT): Rs. 2,44,95,264.53 These figures are compared to the previous financial year 2022-23, demonstrating an increase in revenue and profit. The Board of Directors has decided not to declare a dividend in order to conserve the company's resources. **Corporate Governance and Committees:** The company has reconstituted its key Board Committees, including the Audit Committee (AC), Nomination and Remuneration Committee (NRC), and Stakeholders Relationship Committee (SRC). While not legally required due to its current regulatory status, the Board voluntarily maintains these committees to uphold strong governance practices. **Directors' Responsibility Statement:** The directors confirm that in the preparation of the annual accounts, applicable accounting standards have been followed, accounting policies applied consistently, proper and sufficient care has been taken for adequate accounting records, the annual accounts have been prepared on a going concern basis, and the systems devised are operating effectively. **Auditor's Report:** The report includes an Independent Auditor's Report from Deepak Yashpal and Co., Chartered Accountants. The report expresses an opinion on the standalone financial statements of the company and highlights that the audit was conducted in accordance with the Standards on Auditing. There is an emphasis of matter indicating that the Debtors / Creditors balances are subject to reconciliation, confirmation and consequential adjustment. **Other Key Points:** * The company does not propose to transfer any amount to the General Reserve. * There were no changes in the share capital of the company during the year under review. * The company has not issued any shares with differential rights, sweat equity, ESOS etc. * The company does not have any Subsidiary, Joint Ventures or Associates. * There was no change in the nature of business. * The company has a policy on Directors' Appointment and Remuneration and established criteria for selecting directors and senior management. * The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace * All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were approved by the Audit Committee. * The Company does not fall under the prescribed limits as specified under section 149(4) of The Companies Act, 2013, thus, it is not required to appoint any Independent Director and therefore any declaration in this regard is also not required to be made. * The Company has used an accounting software which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year. **Financial Statement Details (Key figures as of March 31, 2024):** * Share Capital: Rs. 32,55,000.00 * Reserves and Surplus: Rs. 33,86,58,349.33 * Long-term Borrowings: Rs. 4,02,06,639.24 * Short-term Borrowings: N/A * Trade Payables: Rs. 1,95,62,535.97 * Long-term Loans and Advances: Rs. 68,47,855.77 * Inventories: Rs. 7,43,25,335.30 * Trade Receivables: Rs. 7,98,15,763.57 The information provided outlines the major aspects and findings detailed in Hicks Thermometers India Limited’s 62nd Annual Report.
Sixty First Annual Report The Hicks Thermometers (India) Limited’s 61st Annual General Meeting will be held on September 30, 2023, to address ordinary and special businesses. Ordinary businesses include the consideration and adoption of the company’s audited financial statements for the year ended March 31, 2023, along with the board of directors’ and auditors' reports. The meeting will also address the re-appointment of Mrs. Kusum Gupta, who is retiring by rotation and eligible for re-appointment. Special businesses include the re-appointment of Mr. Hari Prakash Gupta (DIN: 00173929) as Managing Director for a further period of three years, effective from September 1, 2023, with revised remuneration. His basic salary will be INR 15,00,000 per month, plus a commission of 1% of net profit, capped at 50% of the annual salary. He will also receive perquisites that include house rent allowance, furnishing, medical reimbursement, leave travel concession, and personal accident insurance and contributions to provident fund and superannuation funds as per company rules, but subject to certain ceilings. The Managing Director will also be entitled to a company car with a driver. The Board seeks members' approval for special resolutions regarding Mr. Gupta’s re-appointment and remuneration, the company is engaged in the wholesale business of scientific, medical, and surgical machinery and equipment, and its commercial operations began in 1961. Financial performance indicators for the year ending March 31, 2023, compared to March 31, 2022, are: * Revenue from Operations: INR 45,22,61,038.32 (2023) vs. INR 91,49,74,872.71 (2022) * Total Revenue: INR 46,03,24,609.71 (2023) vs. INR 92,19,45,265.15 (2022) * Profit Before Taxes (PBT): INR 2,88,10,955.34 (2023) vs. INR 9,79,23,786.04 (2022) * Profit for the year (PAT): INR 2,11,41,802.34 (2023) vs. INR 7,33,48,966.04 (2022) Mr. H P Gupta has been associated with the Company since 1985. His core expertise is in marketing, sales, and business planning. He also has a shareholding of 22.44% in the Company, and is related to Mr. Siddharth Gupta and Mrs. Kusum Gupta. The re-appointment of Mr. Siddharth Gupta (DIN: 00174038) as Joint Managing Director for a further period of three years, effective from September 1, 2023, with revised remuneration will also be discussed. His basic salary will be INR 12,00,000 per month plus other benefits. Key points related to the notice include: * A proxy can be appointed to attend and vote, but must be deposited at the registered office 48 hours before the meeting. * Corporate members are requested to send a certified true copy of the relevant Board Resolution. * Members are requested to bring their attendance slips and shareholding details. * Relevant documents are open for inspection at the registered office during working days. * Registrar and Transfer Agent is Skyline Financial Services Private Limited, New Delhi. * Shareholders are requested to intimate any changes in their address or bank mandates. The board of directors are pleased to present the 61st annual report along with the audited accounts for the financial year ended March 31st, 2023. The company’s revenue from operations was INR 45,22,61,038.32, the profit before tax was INR 2,88,10,955.34, and the net profit was INR 2,11,41,802.34. The Board of Directors have decided not to declare any dividend. The company has not accepted any deposit from the public or shareholders. There were no changes in share capital. The company has not issued equity shares with differential rights, sweat equity, or ESOS. The company does not have any subsidiaries or associates. There was no change in the nature of business. The Nomination and Remuneration Committee of the Board of Directors have formulated a policy comprising the criteria for determining qualifications, positive attributes, and independence of a director, and remuneration for the directors, key managerial personnel, and other employees. The Board has re-appointed Mr. Hari Prakash Gupta and Mr. Siddharth Gupta as Managing Director and Joint Managing Director, respectively, subject to shareholders’ approval. The company has three independent directors: Mr. Bharat Bansal, Mr. Bharat Bhusan Deva, and Mr. Sher Singh. The Key Managerial Personnel (KMP) of the company are Shri Hari Prakash Gupta (MD), Shri Jai Narayan Tiwari (CFO), and Smt. Sumati Kakkar (CS). The Board has several committees which have been established in Compliance with the requirements of the relevant provisions of applicable laws and statutes, they are the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee, and the Corporate Social Responsibility Committee. The Independent Directors have given a written declaration confirming that they meet the criteria of independence. There are no material changes or commitments affecting the financial position of the Company. There is no qualification, reservation, or adverse remark or disclaimer made in the Auditor's Report. The company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment. Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The company has adopted a Risk Management Policy pursuant to Section 134 of the Act. The Corporate Social Responsibility Committee (CSR Committee) of the Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy). The five Board Meetings held during the year and the gap between two meetings did not exceed one hundred and twenty days were held on: *April 12, 2022 *June 15, 2022 *August 30, 2022 *October 03, 2022 *December 30, 2022 *March 21, 2023 The annual return for the year 2022-23 has been placed on the company's website. The disclosures with respect to the remuneration of Directors and employees are not applicable to the company. The company is not energy intensive; therefore, it does not call for any steps to be taken for the conservation of energy. The company has not imported any specific technology for its operations which are not updated in India. There was no Foreign Exchange Earnings during the period under review. The outflow of foreign exchange for import of trading & raw material has been detailed in the financial statements. M/s Deepak Yashpal and Co., Chartered Accountants, Aligarh was appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years. The company has complied with the applicable Secretarial Standards. No significant and material orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Company's operations in future. Maintenance of Cost records as specified by the Central Government under the provisions of Section 148(1) of the Act is not applicable to the Company. In the preparation of the annual accounts, the applicable accounting standards had been and there were no material departures from the same; the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2023 and of the profit of the company for the year ended on that date. Annexure 1 details contracts and arrangements with related parties, with Hicks Health Care Private Limited being a related party due to its KMP relation, involving rent paid transactions of INR 4.8 Lacs. CSR activities for the financial year 2022-23 were carried out directly by the Company. Members of the CSR Committee are Mr. Siddharth Gupta (Chairman), Mr. Hari Prakash Gupta, and Mr. Sher Singh. The average net profit of the company as per section 135(5) is INR 7,13,82,824.14, and the CSR obligation for the financial year is INR 13,99,407.70. The CSR amount was spent on promoting education through the Hindu Girls Education Society. The report also includes the Independent Auditor’s Report and discusses responsibilities of management, going concern, and the auditor's responsibilities. The auditors confirmed that the financial statements give a true and fair view in conformity with the accounting principles generally accepted in India. The audit opinion is not modified in respect of this matter. Details of loans, guarantees, and investments, and financial ratios are provided, the Board commends the Special Resolution as set out in Item No. 4 for approval of members.
NOTICE is hereby given for the 59th Annual General Meeting ("AGM") of the Members of Hicks Thermometers India Limited on Tuesday, November 30, 2021, at 11:00 A.M. at A-12 & 13, Industrial Estate, Aligarh, Uttar Pradesh - 202001. **Ordinary Businesses:** The AGM will consider and adopt the audited financial statements of the Company for the financial year ended on March 31, 2021, including the Balance Sheet, Profit & Loss Account, and reports of the Board of Directors and Auditors. Mrs. Ranjana Bansal, who retires by rotation, is eligible and offers herself for re-appointment as a Director. **Special Business:** The meeting will also address increasing the remuneration of Mr. Hari Prakash Gupta (DIN: 00173929), Managing Director. A special resolution is proposed to approve revised remuneration for Mr. Gupta, effective April 1, 2021, for the remainder of his tenure. This includes a basic salary of INR 17,00,000 per month, a commission of 1% of net profit (subject to a ceiling of 50% of annual salary), and perquisites. The perquisites are categorized as follows: * **Category 'A':** House Rent Allowance (50% of salary above 10% payable by the director); Furnishing, Gas, Etc. (expenditure valued as per Income Tax Rules, ceiling of 10% of the salary); Medical Reimbursement (one month's salary per year or two months' salary over two years); Leave Travel Concession (Aligarh to anywhere in India, actual rail/air fare by shortest route, no hotel expenses); Club Fees (maximum of two clubs, excluding admission and life membership); Personal Accident Insurance (premium not exceeding INR 12,000 per annum). Family is defined as spouse, dependent children, and parents. * **Category 'B':** Contribution to provident fund (as per company rules, not exceeding 12% of salary under Income Tax Rules, 1962); Company's contribution towards pension/superannuation fund (as per company rules, not exceeding 25% of salary including PF, under Income Tax Rules, 1962); Gratuity (half a month's salary for each completed year of service, ceiling of INR 2,00,000). These contributions will be included in the computation of ceiling on perquisites to the extent these are not taxable under income tax Act. The perquisites shall mean as provided in schedule V of the Companies Act, 2013. * **Category 'C':** Free use of company car with driver for business, private use to be billed; free telephone and mobile phone facility at residence (personal long-distance calls billed); provision of car/telephone not considered perquisites; leave on full pay and allowance (one month per eleven months of service, accumulated leave not encashable). The Managing Director is entitled to reimbursement of expenses incurred in promoting the company's business, up to INR 10,000 per annum. In the event of loss or inadequate profit, remuneration payable will be the maximum permissible under Section- II of Part-II of Schedule V to the Act. The AGM will also address approval of increase in remuneration of Joint Managing Director, Mr. Siddharth Gupta [DIN:00174038], also with similar conditions including remuneration as mentioned below. This also include a basic salary of INR 17,00,000 per month, a commission of 1% of net profit (subject to a ceiling of 50% of annual salary), and perquisites. RESOLVED FURTHER THAT Mr. Hari Prakash Gupta, Managing Director and Mr. Siddharth Gupta Joint Managing Director of the company be and are hereby authorized, severally and/or jointly, to file the required e-forms with the Registrar of Companies and to do all such acts, deeds, and things as may be necessary and/or incidental thereto." Any member entitled to attend and vote may appoint a proxy. The instrument appointing a proxy should be deposited at the registered office not less than 48 hours before the meeting's commencement. Corporate members intending to send representatives should provide a certified copy of the Board Resolution and specimen signature. **Explanatory Statement (Item No. 3 & 4):** The increase in remuneration for Mr. Hari Prakash Gupta and Mr. Siddharth Gupta is justified given their increased contributions, experience, and industry benchmarks. Hicks Thermometers is engaged in the wholesale business of scientific, medical, and surgical machinery and equipment, which commenced in 1961. The financial performance indicators for the current and previous years are presented. The financial performance based on given indicators: * Total Income for current year: 69,23,95,460.97, while the previous year's income was 58,85,99,662.80 * Profit before Interest, Depreciation and Tax (PBIDTA) for current year: 7,99,32,615.36, while the previous year's PBIDTA was 5,03,79,274.61 * Net Profit for the current year: 5,49,05,426.20, while the previous year's Net Profit was 3,21,89,483.40 Reasons for loss/inadequate profits are cited as the overall global/Indian economic slowdown. Steps are being taken to improve productivity and reduce costs. Mr. H. P. Gupta (Managing Director) and Mr. Siddharth Gupta (Joint Managing Director) details are provided, including background, past remuneration (Basic Salary from 01.04.2020 to 31.03.2021: 12,00,000/-), job profile, and pecuniary relationships. Mrs. Ranjana Bansal, Director, will retire by rotation and, being eligible, offers herself for re-appointment. Details of her background, terms, and conditions, relationships with other director, KMP are summarized. **Directors' Report Highlights:** In financial year 2020-21, the Company recorded revenue from operations of Rs. 68,71,09,612.22 and Profit Before Tax of Rs. 7,36,61,850.00 and Net Profit of Rs. 5,49,05,426.20 as against that of Rs. 58,34,28,494.41, Rs. 4,25,62,836.40 and Rs. 3,21,89,483.40 respectively in the previous financial year 2019-20. The company will not transfer any amount to the general reserve and will not declare any dividend for the period under review. The company has a policy for directors' appointment and remuneration. The board carries out annual evaluations of its own performance and its committees and directors. The key managerial personnel are listed as Shri Hari Prakash Gupta, Shri Siddhartha Gupta, Shri Jai Narayan Tiwari, and Smt. Sumati Tandon. Material Changes and Commitments: There have been no material changes or commitments that have affected the financial position of the company, the company has been delisted from the Calcutta Stock Exchange, and adheres to the a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace. Internal Financial Controls are considered adequate. The financial statement shows total assets for FY 2021 were 33,23,55,361.78 against 25,68,68,075.97 in FY 2020. The Board appointed Adesh Tandon and Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2020-21. All Directors state the statements in the annual report are correct to the best of their knowledge. M/s Deepak Yashpal and Co., Chartered Accountants, Aligarh were appointed as the Statutory Auditors of your Company, in the AGM held on 30.09.2017. The report includes a report from the independent auditor. Also attached is a proxy form for shareholders unable to attend the AGM.
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