Annual Report: 2023
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:
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:
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.
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