Hardcastle & Waud Mfg. Co. Ltd. — AGM Information 2021

Aug 30, 2021

HARDCASTLE AND WAUD MANUFACTURING COMPANY LIMITED

Registered Office: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306 Tel No. 022-22837658-63 Fax No. 022-22873176 CIN No.: L99999MH1945PLC004581 E-Mail Id: ho@hawcoindia.com Website: www.hawcoindia.in

30[th] August, 2021

To,

BSE Ltd Phiroz Jeejeebhoy Towers Dalal Street Mumbai 400 001

Dear Sirs,

Sub: Notice of 75[th] Annual General Meeting of the Company

Pursuant to the provisions of Regulation 30 of SEBI (LOADR) Regulations, 2015, we are submitting herewith the Notice of ensuing 75[th] Annual General Meeting of the Company which forms part of the Annual Report.

Thanking you,

Yours faithfully,

For Hardcastle And Waud Manufacturing Company Limited

Smita Shailesh Digitally signed by Smita Shailesh Achrekar Achrekar Date: 2021.08.30 17:37:46 +05'30'

Smita Achrekar Company Secretary & Compliance Officer

Encl: a/a

75[TH] ANNUAL REPORT

2020 – 2021

HARdcAsTLE ANd wAUd mANUfAcTURiNg cOmPANy LimiTEd

BOARD OF DIRECTORS

Mr Banwari Lal Jatia, Managing Director Mr Vimal Chand Kothari

Mr Sunil Kantilal Trivedi Mrs Rekha Abhishek Pacheria Mr Piyushkumar Mehta

REGISTERED OFFICE

Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421 306

CORPORATE OFFICE

Gate No. 10, 1st Floor, Brabourne Stadium, 87 Veer Nariman Road, Mumbai 400 020

AUDITORS

Messrs GMJ & Co.

REGISTRARS & SHARE TRANSFER AGENT

Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400 083

HARDCASTLE AND WAUD MANUFACTURING COMPANY LIMITED

Registered Office: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306

Tel No. 022-22837658-63 Fax No. 022-22873176

CIN No.: L99999MH1945PLC004581 E-Mail Id: ho@hawcoindia.com Website: www.hawcoindia.in

Notice is hereby given that the Seventy-fifth Annual General Meeting (AGM) of members of the Company will be held at Club House, Residency Gate, Next to Tower-A, Near Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) - 421306 on Thursday, the 30[th] September, 2021 at 10.30 a.m. to transact the following business:

ORDINARY BUSINESS:

1. March 31, 2021 together with reports of the Directors and the Auditors thereon.

2. To appoint a director in place of Mr Piyushkumar Mehta (DIN: 08772311), who retires by rotation and, being eligible, offers himself for re-appointment.

Notes:

1. A person entitled to attend and vote at the meeting is entitled to appoint one or more proxy to attend and vote instead of himself / herself and a proxy need not be a member of the Company .

Proxies, in order to be effective, must be delivered / deposited at Registered Office of the Company not less than 48 hours before commencement of the meeting.

1. 29[th] September, 2021 to 30[th] September, 2021.

2. Corporate members intending to send their authorised representative to attend the meeting shall send along with such person a certified true copy of their Board’s Resolution authorizing that person to attend and vote on their behalf at the Meeting.

3. As per regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. Holders of Company’s equity shares in physical form may therefore consider to dematerialize their holding of securities. Procedure to dematerialize share(s) is available on the website of the Company.

4. Rule 3 of the Companies (Management & Administration) Rules, 2014 mandates that the Register of Members of a company should include details pertaining to e-mail address, Permanent Account Number or CIN, Unique Identification Number, if any; Father’s/Mother’s/Spouse’s name, occupation, status and nationality; and in case the member is a minor, name of the guardian, date of birth of the minor, and name and address of the nominee. All members are requested to update their respective details with their depository participant (DP’s) or Link Intime India Private Limited (RTA of the Company), as the case may be.

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1. Pursuant to SEBI Circulars nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12.05.2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15.01.2021 read with Ministry of Corporate Affairs (“MCA”) Circulars Nos. 20/2020 dated 5.05.2020 and 02/2021 dated 13.01.2021, the Annual Report of the Company for the year ended 31.03.2021 is being sent in electronic mode to Members whose email id are registered with the Company/Depositories/RTA. Members are requested to update/register their email id and bank details with their respective Depository Participant or with the RTA at https://linkintime.co.in/emailreg/email_register.html. Also, the Annual Report of the Company including the Notice convening the 75[th] AGM has been uploaded on the website of the Company at www.hawcoindia.in under ‘Annual Report’ section and can also be accessed from the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

2. Members are requested to get updated any change in their address with their respective DP’s or the RTA directly, as the case may be.

3. The notice of AGM is being sent to those members whose name(s) appear in the register of members as on Friday, 27[th] August, 2021.

4. A person, whose name is recorded in the register of members as on the cut-off date i.e. 24[th] September, 2021 only shall be entitled to avail facility of remote e-voting as well as voting at the AGM through ballot paper, as the case may be. Voting rights of members shall be proportionate to their respective share in the paid-up equity capital of the Company as on the cut-off date.

5. VOTING THROUGH ELECTRONIC MEANS:

6. I. Members can exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means. The facility of casting votes by members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

7. II. Facility for voting through ballot paper shall also be available at the AGM. Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot papers. There shall be no voting by show of hands at the AGM.

8. III. Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

9. IV. The remote e-voting period commences on Monday, 27[th] September, 2021 (9.00 am) and ends on Wednesday, 29[th] September, 2021 (5.00 p.m.). During this period, members holding shares as on the cut-off date of 24[th] September, 2021, may cast their vote by remote e-voting. The remote e-voting module shall be disabled for voting thereafter. Once vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently.

10. V. The process and manner for remote e-voting are as under:

STEP I - LOGIN IN ORDER TO ACCESS E-VOTING FACILITY:

1. Login method for e-voting by Individual Shareholders holding securities in Demat Mode:

Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depository Participants. Shareholders are advised to update their mobile number and email id in their respective demat account in order to access e-voting facility:

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Type of shareholders Login method
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Type of shareholders Login method	Type of shareholders Login method
Individual shareholders holding securities in demat mode with NSDL	I. NSDL IDeAS Facility If you are already registered for the NSDL IDeAS facility: 1. Open web browser by typing the following URL: https://eservices.nsdl.com. 2. Once the homepage of e-Services is launched, click on the “Beneficial Owner” icon under “Login”, available under the “IDeAS” section. 3. A new screen will open. Enter your user ID and password. After successful authentication, you will be able to see e-voting services under value added services. 4. Click on “Access to e-voting” under e-voting services and you will be able to see the e-voting page. 5. Click on options available against company name or e-voting service provider – NSDL and you will be re-directed to the NSDL e-voting website for casting your vote during the remote e-voting period. If you have not registered for the NSDL IDeAS facility: 1. The option to register is available at https://eservices.nsdl.com. 2. Select “Register Online for IDeAS” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Upon successful registration, please follow steps given in points 1 - 5 above. II. E-voting website of NSDL 1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com. 2. Once the homepage of e-voting system is launched, click on the “Login” icon, available under the “Shareholder / Member” section. 3. A new screen will open. You will have to enter your User ID (i.e. your 16-digit demat account number held with NSDL), Password / OTP and a verification code as shown on the screen. 4. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-voting page. Click on options available against company name or e-voting service provider – NSDL and you will be redirected to the e- voting website of NSDL for casting your vote during the remote e-voting period. III. Helpdesk Details Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

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• Individual Shareholders I. If you have opted for Easi/Easiest: holding securities in demat mode with CDSL 1. Existing users who have opted for Easi / Easiest can log in through their User ID and Password. The option to reach the e-voting page will be made available without any further authentication. The URL for users to log in to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on “New System Myeasi”.

• After successful login on Easi / Easiest, you will see the e-voting Menu. The menu will have links of e-voting service provider ("ESP") i.e. NSDL portal. Click on NSDL to cast your vote.

II. If you have not opted for Easi/Easiest:

1. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistratio n.

2. Alternatively, you can directly access the e-voting page by providing demat account number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile number and email as recorded in the demat account. After successful authentication, the user will be provided links for the respective ESP i.e. NSDL, where the e-voting is in progress.

III. Helpdesk Details

		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact on 022- 23058738 or 022-23058542-43.
Individual shareholders		1. You can also log in using the login credentials of your demat
(holding securities in		account through your depository participant registered with
demat mode) logging in		NSDL / CDSL for the e-voting facility.
through	their	2. Once logged in, you will be able to see the e-voting option.
depository		Once you click on the e-voting option, you will be redirected to
participants		the NSDL / CDSL depository site after successful authentication,
		wherein you can see e-voting feature.
		3. Click on the options available against company name or e-
		voting service provider-NSDL and you will be redirected to the
		e-voting website of NSDL for casting your vote during the
		remote e-voting period.

Note: Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” and “Forgot Password” option available on the above-mentioned website.

2. Login method for e-voting by Non-Individual shareholders holding securities in demat mode and all the shareholders holding securities in physical mode:

• a) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com.

• b) Click on Shareholder / Member – Login.

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• c) Enter User ID and Password.

• d) Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log in at https://eservices.nsdl.com with your existing IDeAS login. Once you log in to NSDL e-services using your login credentials, click on e-voting and you can proceed to Step II i.e. Cast your vote electronically on NSDL e-voting system.

• e) Your User ID details are as below:

Your User ID details are as below:
Shares held in Demat/Physical	Your User ID is:
For members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
For Members holding shares in Physical Form	EVEN (remote e-voting event number) followed by Folio Number registered with the company For example, if folio number is 001 and REVEN is 101456 then user ID is 101456001

Your Password is as per below:

• 1) If you are already registered with NSDL for remote e-Voting, then you can use your existing password to login and cast your vote.

• 2) If you are using NSDL remote e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you.

Following is the process to retrieve your initial password:

• (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you by NSDL on your email ID. Trace the email sent to you by NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account; last 8 digits of client ID for CDSL account; or folio number for shares held in physical form, as the case may be. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

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• (iii) If you are unable to retrieve or have not received the “initial password” or have forgotten your password, click on the following option available on www.evoting.nsdl.com:

• “Forgot User Details/Password?” (If you are holding shares in demat mode)

• “Physical User Reset Password?” (If you are holding shares in physical mode)

• If you are still unable to get the password by following above, you can send a request at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your registered address.

• Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• (iv) Once you retrieve your ‘initial password’, enter the ‘initial password’ and click login.

STEP II - CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM:

• a) After successfully logging in, Home page of remote e-Voting opens. Click on Active Voting Cycles.

• b) Select “EVEN” (remote e-Voting Event Number) of Hardcastle and Waud Mfg Co. Ltd.

• c) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

• d) Upon confirmation, the message “Vote cast successfully” will be displayed.

Process for procuring User ID and Password for e-voting for those shareholders whose email IDs are not registered with the depositories / Company:

e-voting

• In case shares are held in physical mode, please provide Folio Number, name, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card).

• In case shares are held in demat mode, please provide DP ID and Client ID (16-digit DP ID + Client ID or 16-digit beneficiary ID), name, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card).

• If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step I (1) i.e. Login method for e-voting by Individual Shareholders holding securities in Demat Mode.

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• VI. In case of any queries, you may refer the FAQs and remote e-voting user manual for members available at the downloads section of www.evoting.nsdl.com or call on toll free no.:1800-1020990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in. Members may also contact Ms Soni Singh, Assistant Manager, at evoting@nsdl.co.in, who will also address grievances pertaining to remote e-voting.

• VII. Any person, who acquires shares of the Company and becomes its member after the date of sending of this notice and holding shares as of the cut-off date i.e. 24[th] September, 2021 may follow the login process mentioned in point 10(V).

• Mr Shailesh Kachalia, (PCS - CP No.3888) will scrutinise voting at the AGM and remote e-voting process in a fair and transparent manner.

• Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.hawcoindia.in and on website of NSDL www.evoting.nsdl.com and the same shall also be communicated to the Bombay Stock Exchange, where shares of the Company are listed.

• Route Map showing directions to reach venue of the AGM at end of this Report.

• Details of Mr Piyushkumar Mehta seeking re-appointment at the forthcoming AGM are as follows:

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Sr No. Particulars
1 Name Mr Piyushkumar Mehta (DIN: 08772311)
2 Age 43 years
3 Qualifications B. E. Chemicals
4 Experience / nature of expertise in Around 16 years’ of work experience in
specific functional areas productions and project management in the
field of Industrial Chemicals including
solvents, specialty chemicals, agro chemicals,
etc
5 Terms and conditions Liable to retire by rotation
6 Date of first appointment on the Board 18.7.2020
7 Shareholding in the Company Nil
8 Relationship with other Directors, Not related to any other director or manager
Manager and other Key Managerial or KMP of the Company
Personnel of the Company
9 Number of Board Meetings attended 3 (Three)
during the year
10 Other Directorships Nil
11 Membership / Chairpersonship of Nil
Committees of other Boards
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Registered Office By Order of the Board of Directors Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Smita Achrekar Netivali, Kalyan (E) 421306 Company Secretary

Dated: 12[th] August, 2021

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HARDCASTLE AND WAUD MANUFACTURING COMPANY LIMITED

Registered Office: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306 Tel No. 022-22837658-63 Fax No. 022-22873176 CIN No.: L99999MH1945PLC004581 E-Mail Id: ho@hawcoindia.com Website: www.hawcoindia.in

DIRECTORS’ REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors have pleasure in placing before you the Seventy-fifth Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2021 and Management Discussion and Analysis.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

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Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
(Rs Lakhs) (Rs Lakhs)
Profit before Interest, Depreciation & Amortisation Exps 103.80 164.15
Interest 0.06 0.05
Depreciation & Amortisation Exps 47.41 40.45
Profit before Taxation 56.33 123.65
Provision for Taxation 11.57 15.13
Deferred Tax 43.85 21.72
Income Tax for earlier years (0.01) (3.33)
Net Profit after Taxation 0.92 90.13
Other Comprehensive Income (20.06) (261.14)
Total Comprehensive Income for the year (19.14) (171.01)
Balance b/f from previous year (1,044.24) (873.23)
Total Available (1,063.38 ) (1044.24)
Transferred to General Reserve - -
Carried Forward (1,063.38) (1044.24)
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In view of accumulated loss no dividend is being recommended.

2. OPERATIONS:

The Company has registered a turnover of Rs 319.08 lakhs this year as against Rs 352.00 lakhs during the previous year. The overall revenue from operations of the Company for the current year declined marginally. The revenue from operations is mainly from sale of traded goods and leasing activities.

The Total Income for the year ended March 31, 2021 was at Rs 332.73 lakhs as compared to Rs 368.51 lakhs in the previous year. Profit before tax for the current year stood at Rs 56.33 lakhs as against Rs 123.65 lakhs during the previous year.

The Company’s business activity currently consists of Industrial Chemicals, Investments and Leasing. During the year under review, revenue from industrial segment was Rs 154.77 lakhs compared to Rs 115.03 lakhs in the previous year, revenue from investment activity was Rs 10.36 lakhs in comparison to Rs 12.14 lakhs in the previous year, while leasing activity yielded a revenue of Rs 153.94 lakhs as compared to Rs 224.83 lakhs in the previous year.

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3. MANAGEMENT DISCUSSION AND ANALYSIS:

The outbreak of the deadly COVID-19 virus and the lockdown imposed across the country affected most business operations. COVID-19 is an unprecedented challenge. The lockdown gave India time to make a concerted effort to flatten the outbreak curve. However, towards later part of the year consequent to significant opening of the economic activity across the nation the demand picked up compared to that during the initial period of COVID-19 . The Company’s activity pertaining to sale of traded goods fetched greater income in comparison to the previous year. The Company’s Investments and Leasing activities have been impacted. However, this has no impact on the cash flows of the Company.

The changed economic, social, environmental, and political expectations are expected to play an even greater role in shaping the future. A critical aspect of dealing with this disruption may be understanding which customer behaviours are temporary versus those that are permanent, as recovery will likely be uneven across end markets and geographies. Companies can address this uncertainty by revisiting their product portfolio and conducting robust scenario planning that includes the unknowns.

The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational transactions / information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company. The observations arising out of the internal audits are periodically reviewed at appropriate level and summaries along with corrective actions plans, if any, are submitted to the management and Audit Committee for review, comments and directions. The concerned persons undertake corrective action in their respective areas and thereby strengthen the controls.

The Company did not enter into any transaction(s) with any person(s) or entity belonging to the promoter / promoter group who hold 10% or more shareholding in the Company. Information pertaining to financial performance forms part of this Report.

There were no material developments in the Company’s Human Resource Capital except appointment of Chief Financial Officer effective 1st February, 2021.

RATIOS

Key Financial Ratios

1. Return on Net Worth decreased to -0.55% during the current year in comparison to -4.87% in the previous year mainly due to impact of Fair Value measurements of investments, during the current year.

2. Inventory Turnover Ratio is Nil during the current year in comparison to 4.36 in the previous year, as there was no stock of finished goods at the end of current year.

3. Current Ratio is 1.58 during the current year in comparison to 0.91 in the previous. The increase in the current ratio in the current year is mainly due to increase in current assets.

4. Operating Profit Margin (OPM) is 16.93% during the current year in comparison to 33.55% in previous year. The decrease in OPM in the current year is mainly due to decrease in operating income.

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1. Net Profit Margin (NPM) is 0.28% during the current year in comparison to 24.45% in the previous year. The decrease in NPM is mainly due to decrease in net profit during the current year.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• a) At the 74[th] Annual General Meeting of the Company held on 22.09.2020:

re-appointed as independent directors of the Company for a second term of further period of five years w.e.f 30.5.2021. Mr Vimal Chand Kothari (DIN: 00056003) was appointed as an independent director of the Company w.e.f 22.09.2020.

Also the appointment of Mr Piyushkumar Mehta (DIN: 08772311) as a non-executive director of the Company was confirmed.

In the opinion of the Board, all the above mentioned independent directors possess requisite expertise, integrity and experience.

• b) Mr Piyushkumar Mehta (DIN: 08772311) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

• c) Ms Shivani Bhargava, Chief Financial Officer (CFO) of the Company has resigned from the post of CFO with effect from 16.12.2020 due to personal reason. Mr Pravedkumar Dubey has been appointed as CFO of the Company w.e.f. 01.02.2021.

• d) Requisite declarations have been received from the independent directors of the Company under Section 149(7) of the Companies Act, 2013 (the Act) regarding meeting the criteria of independence laid down in Section 149 (6) of the Act and also under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations).

• e) Board Evaluation:

Pursuant to provisions of the Act and the Listing Regulations the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of working of its Audit, Nomination and Remuneration and other Committees of the Board. The performance of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results thereof.

• f) Meetings:

During the year 5 board meetings were convened and held.

5. AUDIT COMMITTEE:

The present composition of the Audit Committee of the Company is as under:

1. Mr Vimal Chand Kothari – Chairman

2. Mr Sunil Kantilal Trivedi

3. Mrs Rekha Pacheria

4. Mr Banwari Lal Jatia

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Board of Directors of the Company has accepted all recommendations of its Audit Committee during Financial Year 2020 – 2021. The Company has in place a vigil mechanism for directors and employees, to report genuine concerns about any wrongful act and any unethical conduct with respect to the Company or its business affairs to the Audit Committee which oversees functioning of the said mechanism.

6. NOMINATION AND REMUNERATION COMMITTEE (NRC):

The NRC comprises of three members of which two including the Chairperson are Independent Directors.

Salient features of the Nomination and Remuneration policy include, having an appropriate mix of executive, non - executive and independent directors primarily to maintain independence. NRC assesses independence of directors at time of appointment / re-appointment as well as annually. NRC takes into consideration various factors as specified in the policy while considering any remuneration to be paid to directors, key managerial personnel and other employees, etc.

The Policy is available on the Company’s website www.hawcoindia.in under the section ‘Policies’.

7. RISK MANAGEMENT:

In the Boards’ perception, there are no foreseeable risks which could threaten the existence of the Company.

8. UNCLAIMED SHARE CERTIFICATES:

As reported earlier, the Company had in accordance with the Listing Regulations transferred on 27.5.2016 to a separate demat account in the Company’s name 9778 unclaimed shares of the Company belonging to 79 shareholders who had failed to exchange their old certificates for new certificates in the Company allotted to members pursuant to a Scheme of Arrangement between the Company and Vesna Agencies Pvt Ltd (Hawcoplast Chemicals Ltd) even after many reminders by the Company. At end of the year, the number of shareholders and the outstanding shares lying in the suspense account were 77 and 9,447 respectively.

The Company has sent further reminders to those shareholders whose 657 shares (in total) remained unclaimed and were required to be transferred to the unclaimed share suspense account. Since no response was received from any of the concerned shareholders, the said 657 shares have been consolidated in the name of Hardcastle and Waud Mfg. Co. Ltd. Unclaimed Shares Suspense Account and shall be dematerialized in due course of time. Accordingly in aggregate 10,104 shares shall remain in Unclaimed Shares Suspense Account.

The voting rights on these unclaimed shares shall remain frozen till the rightful owner(s) claim(s) the shares.

Members who have not yet collected / claimed their share certificates can still do so through the Company’s Registrars and Share Transfer Agent.

9. AUDITORS:

Messrs GMJ & Co., Chartered Accountants (FRN: 103429W), were appointed as Statutory Auditors of the Company for 5 years from the conclusion of its 73[rd] AGM.

The requirement of ratification of appointment of the Statutory Auditors at every AGM has been dispensed with. Accordingly, no such item has been placed for approval of the members at this AGM.

Messrs GMJ & Co., have confirmed that they are eligible for continuing to act as statutory auditors of the Company and no proceeding against the firm or any partner of the firm is pending with respect to professional matters of conduct.

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10. AUDITORS’ REPORT:

The Auditors’ Report does not contain any reservation, qualification or adverse remark.

11. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31[st] March, 2021 is annexed hereto as ‘Annexure I’.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

12. LOANS, GUARANTEES OR INVESTMENTS:

Details of investments made appear in notes to the financial statements. No loan was given and no guarantee or security was provided by the Company on behalf of others during the year.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis.

During the year, the Company did not enter into any materially significant transactions that may have potential conflict with interest of the Company.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign earnings and outgo during the year.

15. CORPORATE SOCIAL REPONSIBILITY (CSR):

None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the Company.

16. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate.

17. PARTICULARS OF EMPLOYEES:

• a. Required particulars of employees under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure – II’ to this report.

• b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. ANNUAL RETURN:

The annual return of the Company for the year ended 31[st] March, 2021 in the prescribed format is available on the website of the Company at www.hawcoindia.in under the section ‘Disclosures’.

19. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Schedule V of the Listing Regulations has been attached to this Annual Report.

A certificate from Mr Shailesh Kachalia, a practicing Company Secretary, regarding compliance with conditions of Corporate Governance as stipulated in SEBI’s Listing Regulations is annexed to this Report as ‘Annexure III’.

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20. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of the Act, your directors state that:

• (a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanations relating to material departures;

• (b) Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of its profit for that period;

• (c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;

• (d) The annual accounts have been prepared on a going concern basis;

• (e) Internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operating effectively; and

• (f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

21. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is not required to maintain cost records.

22. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.

23. GENERAL:

Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year;

• i. Details relating to Deposits covered under Chapter V of the Act;

• ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

• iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

• iv. No significant or material orders were passed by Regulators or Courts or Tribunals which impact the Company’s going concern status and operations in the future;

• v. No material changes and commitments have occurred after close of the year till the date of this report, which might affect the financial position of the Company;

• vi. No fraud is reported by auditors under Section 143(12) of the Act;

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• vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

• viii. There was no instance of one-time settlement with any Bank or Financial Institution.

Your directors further state that, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review there were no complaints filed under the said Act.

24. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board

Banwari Lal Jatia Piyushkumar Mehta Managing Director Director Dated: 12[th] August, 2021 (DIN: 00016823) (DIN: 08772311)

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ANNEXURE I

SECRETARIAL AUDIT REPORT

For Financial Year ended 31[st] March, 2021

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

Members of

Hardcastle And Waud Mfg Co. Limited,

I have conducted Secretarial Audit of compliance of applicable statutory provisions and adherence to good corporate practices by Hardcastle And Waud Mfg Co. Limited (hereinafter called ‘the Company’). The audit was conducted in a manner that provided me reasonable basis for evaluating the corporate conduct and statutory compliances of the Company and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by it and also the information provided by the Company and its officers during conduct of the audit, I hereby report that in my opinion, the Company has, during the financial year ended on 31[st] March, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2021 according to provisions of:

• i. The Companies Act, 2013 (the Act) and the rules made thereunder;

• ii. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;

• iii. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;

• iv. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• v. The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

• (a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) SEBI (Prohibition of Insider Trading) Regulations, 2015;

• (c) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

• (d) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations); and

• (e) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

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• I further report that there were no events / actions covered by:

• a) SEBI (Share Based Employee Benefits) Regulations, 2014;

• b) SEBI (Issue and Listing of Debt Securities) Regulations, 2008;

• c) SEBI (Delisting of Equity Shares) Regulations, 2009; and

• d) SEBI (Buyback of Securities) Regulations, 2018;

requiring compliance thereof by the Company during the Audit period; and

vi. Other Applicable Laws:

• a. The Maharashtra Stamp Act, 1958;

• b. Factories Act, 1948; and

• c. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and all other applicable laws for the time being.

I have also examined compliance with applicable clauses of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

• (ii) The Listing Agreement entered into by the Company with the BSE Ltd.

During the year under review the Company has complied with provisions of the Acts, Rules, Regulations, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors took place during the year under review were carried out in compliance with provisions of the Act.

Adequate notice is given to all directors to schedule board meetings and agenda thereof are sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before meetings and for meaningful participation at the meetings.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors and Committee(s) of the Board.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, standards etc.

I further report that during the audit period there were no specific events / actions having major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

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I further report that, compliance by the Company of applicable laws like direct and indirect tax laws etc. and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by Statutory financial audit and other designated professionals.

Sd/Place: Mumbai Shailesh A. Kachalia Date: 4[th] August, 2021 FCS No. 1391 C P No. 3888 PR No. 628/2019 UDIN: F001391C000735575

Note : This report is to be read with my letter of even date which is annexed as “Annexure A” and forms an integral part of this report.

“Annexure A”

To, Members of Hardcastle And Waud Mfg Co. Limited,

My Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test-check basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test-check basis.

5. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

Place: Mumbai Shailesh A. Kachalia Date: 4[th] August, 2021 FCS No. 1391 C P No. 3888 PR No. 628/2019 UDIN: F001391C000735575

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ANNEXURE II

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL / EMPLOYEES;

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

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----- Start of picture text -----

Sr Name Designation Remuneration % Increase in
Ratio / Times per
No F. Y. 2020 -2021 remuneration
Median of employee
Rs in Lakhs 2020 – 2021
remuneration
1 Mr Banwari Lal Jatia Managing Director Nil Not quantified as the incumbent did not
draw remuneration during the current year
Not quantified as the incumbent has been
2 Mr Pravedkumar Dubey Chief Financial Officer 0.30 appointed w.e.f 1.2.2021
3 Mrs Smita Achrekar Company Secretary 12.38 7.65 ---
The median remuneration of employees (6 Nos) of the Company during the financial year was Rs 6.34 lakhs (increase of 1.93%
over 2019-2020). The number of employees of the Company is 7.
Note: The Remuneration paid is in consonance with the Remuneration Policy of the Company.
----- End of picture text -----

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ANNEXURE III

COMPLIANCE CERTIFICATE

To, Members of Hardcastle And Waud Mfg Co. Ltd. Kalyan

I have examined the Company’s compliance of conditions of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2021.

Compliance of conditions of corporate governance is responsibility of the management. My examination was limited to the procedures adopted by the Company for ensuring compliance of conditions of Corporate Governance and implementation thereof. It is neither an audit nor an expression of opinion on the financial statements of the Company.

I have conducted my review on the basis of relevant records and documents maintained by the Company and furnished to me for review and of the information and explanations given to me by the Company.

Based on such review, and to the best of my information and according to the explanations given to me, in my opinion, the Company has complied with conditions of Corporate Governance.

Sd/Place : Mumbai Date : 4[th] August, 2021

Shailesh A. Kachalia FCS No. 1391 C P No. 3888 PR No. 628/2019

UDIN: F001391C000735377

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HARDCASTLE AND WAUD MANUFACTURING COMPANY LIMITED

Registered Office: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306

Tel No. 022-22837658-63 Fax No. 022-22873176

CIN No.: L99999MH1945PLC004581 E-Mail Id: ho@hawcoindia.com Website: www.hawcoindia.in

CORPORATE GOVERNANCE REPORT

1) COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance is a set of principles, processes and systems which govern a Company. The elements of Corporate Governance are independence, transparency, accountability, responsibility, compliance, ethics, values and trust. Corporate Governance enables an organisation to perform efficiently and ethically generate long term wealth and create value for all its stakeholders.

Your Company believes that sound corporate governance is critical to enhancing and retaining investor trust. It is towards this objective that we have strengthen governance practices to achieve higher standards by providing guidance to the management in strategy implementation and in fulfilling stated goals and objectives.

2) BOARD OF DIRECTORS:

• (a) Composition and Category of Directors as at 31.3.2021:

Sr No.	Name of Director	Category	Number of other directorship held as on 31.03.2021	Directorship in other listed entity (Categoryof Directorship)	@ No. of Board Committees (other than Hawco) in which Chairman / Member	@ No. of Board Committees (other than Hawco) in which Chairman / Member	Relationship with other Directors inter-se
					Chairman	Member
1	Mr Banwari Lal Jatia (DIN: 00016823)	Promoter, Executive	15	Westlife Development Limited - Non - Executive Director	-	-	Not related to any other Director of the Company
2	Mr Vimal Chand Kothari (DIN: 00056003)	Independent, Non-Executive	4	West Leisure Resorts Limited - Independent Non - Executive Director	1	-
3	Mr Sunil Kantilal Trivedi (DIN: 00387797)	Independent, Non-Executive	2	-	-	1
4	Mrs Rekha Abhishek Pacheria (DIN: 07415573)	Independent, Non-Executive	3	-	-	-
5	Mr Piyushkumar Mehta (DIN: 08772311)	Non - Executive	Nil	-	-	-

@ - Member includes Chairman. Only memberships of Audit Committee and Stakeholders’ Relationship Committee of public limited companies are included.

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• (b) Number of Board Meetings held, dates on which held and attendance of each director at meetings of the Board of Directors of the Company (the Board) and at the last Annual General Meeting:

During the year under review 5 Board meetings were held.

Sr No.	Name of the Director	Dates of Board Meetingand its Attendance	Dates of Board Meetingand its Attendance	Dates of Board Meetingand its Attendance	Dates of Board Meetingand its Attendance	Dates of Board Meetingand its Attendance	Date of last AGM and its Attendance
		15.06.2020	18.07.2020	09.11.2020	01.02.2021	31.03.2021	22.09.2020
1	Mr Banwari Lal Jatia (DIN: 00016823)	Attended	Attended	Attended	Attended	Attended	Not Present
2	Mr Om Prakash Adukia (DIN: 00017001)upto 18.7.2020	Attended	Attended	N.A.	N.A.	N.A.	Not Present
3	Mr Sunil Kantilal Trivedi (DIN: 00387797)	Attended	Attended	Attended	Attended	Attended	Attended
4	Mrs Rekha Abhishek Pacheria (DIN: 07415573)	Attended	Attended	Attended	Attended	Attended	Not Present
5	Mr Piyushkumar Mehta (DIN: 08772311)w.e.f. 18.7.2020	N.A.	N.A.	Attended	Attended	Attended	Attended
6	Mr Vimal Chand Kothari (DIN: 00056003)w.e.f. 22.9.2020	N.A.	N.A.	Attended	Attended	Attended	N.A.

• (c) Number of equity shares of the Company held by non-executive directors as at 31.3.2021:

		No. of equity shares held
i)	Mr Vimal Chand Kothari	Nil
ii)	Mr Sunil Kantilal Trivedi	Nil
iii)	Mrs Rekha Abhishek Pacheria	Nil
iv)	Mr Piyushkumar Mehta	Nil

• (d) The Board has identified the following skills/expertise/competencies as fundamental for the effective functioning of the Company which are currently available with the Board:

Business	Understanding of Business dynamics, across the industrial sector and regulatory jurisdictions.
Strategy	Appreciation of long – term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments.
Governance	Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long – term effective stakeholder engagements and driving corporate ethics and values.

The directors of the Company have all the above skills / competence / expertise.

(e) Independent Directors confirmation:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (“the Act”) and Regulation 16(1) (b) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 (Listing Regulations). In opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

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3) AUDIT COMMITTEE:

(a) Broad terms of reference:

The objects of the Audit Committee include overseeing the Company’s financial reporting process; review of the Company’s quarterly and annual financial statements and auditor’s report thereon before submission to the Board for its approval; evaluation of internal financial controls and risk management systems; recommendation for appointment, remuneration and terms of appointment of auditors of the Company. The terms of reference and role of the audit committee are in accordance with the Act and the SEBI’s Listing Regulations.

(b) Composition of Audit Committee as at 31.3.2021 was as under:

i) Mr Vimal Chand Kothari (Chairman, Independent Director) ii) Mr Sunil Kantilal Trivedi (Member, Independent Director) iii) Mrs Rekha Abhishek Pacheria (Member, Independent Director) iv) Mr Banwari Lal Jatia (Member, Non-Independent Director)

(c) Details of Audit Committee Meetings held during the year and attendance thereat are as under:

	under:
Sr No.	Name of the Member	Dates of Audit Committee Meetings and Attendance
		15.06.2020	18.07.2020	09.11.2020	01.02.2021	31.03.2021
1	Mr Sunil Kantilal Trivedi (DIN: 00387797)	Attended	Attended	Attended	Attended	Attended
2	Mrs Rekha Abhishek Pacheria (DIN: 07415573)	Attended	Attended	Attended	Attended	Attended
3	Mr Om Prakash Adukia (DIN: 00017001) upto 18.7.2020	Attended	Attended	N.A.	N.A.	N.A.
4	Mr Banwari Lal Jatia (DIN: 00016823) w.e.f. 18.7.2020	N.A.	N.A.	Attended	Attended	Attended
5	Mr Vimal Chand Kothari (DIN: 00056003) w.e.f. 9.11.2020	N.A.	N.A.	N.A.	Attended	Attended

4) NOMINATION & REMUNERATION COMMITTEE (NRC):

• (a) Broad terms of reference:

Briefly speaking, the main Term of Reference of the NRC is to guide the Board in relation to appointments and removals, identification of persons and to recommend / review remuneration of directors etc. including Whole-time / Executive Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.

Remuneration policy of the Company is directed towards retention and rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in accordance with industry practices.

The Committee has laid down a policy for recommending remuneration for Directors and KMP of the Company.

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(b) Composition of the NRC as at 31.3.2021 is as below;

i) Mr Sunil Kantilal Trivedi (Chairman, Independent Director) ii) Mrs Rekha Abhishek Pacheria (Member, Independent Director) iii) Mr Piyushkumar Mehta (Member, Non-Independent Director)

• (c) During the year, two meetings of NRC were held on 18.7.2020 and 1.02.2021. All the members attended the said meeting.

• (d) Criteria for performance evaluation of independent directors are as under:

The framework used to evaluate performance of Independent Directors is based on the expectation that they are performing their duties in a manner which should create and continue to build sustainable value for shareholders in accordance with their duties and obligations.

5) STAKEHOLDERS' RELATIONSHIP COMMITTEE (SRC):

• (a) The Chairman of SRC is Mr Vimal Chand Kothari.

• (b) Mrs Smita Achrekar, Company Secretary of the Company is the compliance officer. During the year ended 31.03.2021, the Company has not received any complaint from the shareholders.

6) REMUNERATION OF DIRECTORS:

• (a) Except payment of sitting fees for attending Board / Committee meetings, the Company did not have any pecuniary relations or transactions with any of its non-executive directors during the year.

• (b) Criteria for making payments to non-executive directors are available at the link http://www.hawcoindia.in/pdf/Criteria_for_making_payments_to_Non_Executive_Directors.p df

• (c) None of the directors is being paid any remuneration other than fee for attending board / committee meetings. Disclosure pertaining to remuneration paid to Managing Director during the year 2020 - 2021 is as under.

**Sr No **	Particulars	Rs in Lakhs
1	Salary, benefits, bonuses, stock options, pension etc	Nil
2	Fixed component and performance linked incentives	Nil
3	Service contracts, notice period, severance fees	Nil

The Company did not offer any Stock Options.

7) GENERAL BODY MEETINGS:

• (a) Particulars of last three Annual General Meetings of the Company are as under:

Date	Location of the Meeting	Time	No. of Special Resolutionspassed at the Meeting
27.09.2018	Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties(India)Pvt. Ltd,Netivali,Kalyan(E)421306	11.00 am	1(one)
30.09.2019	Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties(India)Pvt. Ltd,Netivali,Kalyan(E)421306	10.30 am	2(Two)
22.09.2020	Club House, Residency Gate, Next to Tower - A, Near Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali,Kalyan(E)- 421306	10.30 am	3(Three)

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• (b) No special resolution was passed, through postal ballot last year.

• (c) A Special Resolution for approval of material related party transaction was passed through postal ballot during the financial year 2021-2022. Mr Shailesh Kachalia (PCS - CP No.3888), Practising Company Secretary acted as Scrutinizer for conducting the Postal Ballot and e-voting process. Resolution(s), if any, to be passed through postal ballot during the financial year 2021-2022 will be taken up as and when necessary.

• (d) The procedure for postal ballot is as per the provisions contained in the Act and the rules made thereunder.

8) MEANS OF COMMUNICATION:

The quarterly working results of the Company are submitted to the stock exchange electronically. The results are also published in two newspapers viz The Free Press Journal and Navshakti and also displayed on the websites of the Company and Bombay Stock Exchange (BSE).

9) GENERAL SHAREHOLDER INFORMATION:

• (a) The Seventy-fifth Annual General Meeting of the Company for the financial year 2020 - 2021 will be held on Thursday, the 30th September, 2021 at 10.30 a.m. at Club House, Residency Gate, Next to Tower-A, Near Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) - 421306.

• (b) No dividend is recommended for the financial year ended 31.3.2021.

• (c) The Company’s equity shares are listed on the BSE at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001. The Company has duly paid its annual listing fee to BSE for the financial year 2021 – 2022.

• (d) The Company’s stock code with BSE is 509597 under International Securities Identification No. INE722D01015.

• (e) Market Price Data during 2020 - 2021:

The monthly high and low market prices of the Company’s equity share traded on BSE during each month of the Financial Year from April 1, 2020 to March 31, 2021 are as under:

BSE	BSE	BSE
Month	High Price (Rs)	Low Price (Rs)
Apr-20	168.30	144.00
May-20	170.85	141.10
Jun-20	200.60	153.05
Jul-20	217.00	170.00
Aug-20	210.40	182.00
Sep-20	247.90	190.00
Oct-20	224.65	170.00
Nov-20	217.00	160.00
Dec-20	216.65	181.00
Jan-21	205.00	173.05
Feb-21	208.60	175.10
Mar-21	199.80	166.30

Source: BSE website – www.bseindia.com

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(f) Stock Performance in Comparison to BSE Sensex:

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• (g) Registrars and Share Transfer Agent (RTA):

Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400 083 Phone: 022 - 49186270 Fax: 022 - 49186060 e-mail : rnt.helpdesk@linkintime.co.in website : www.linkintime.co.in

• (h) Share Transfer System:

As per regulation 40 of the SEBI Listing Regulations securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. Accordingly no physical share transfer requests are accepted.

(i) Distribution of shareholding as on 31.3.2021:

**No. of equity shares held **	**No. of Shareholders **	**% of Shareholders **	**No. of shares held **	% of shareholding
1-500	1,231	96.62	72,163	10.62
501- 1000	23	1.81	17,289	2.54
1001 - 2000	10	0.78	15,138	2.23
2001 - 3000	2	0.16	5,289	0.78
3001 - 4000	-	-	-	-
4001 - 5000	1	0.08	5,000	0.74
5001 - 10000	2	0.16	16,447	2.42
10001 - above	5	0.39	5,48,148	80.67
Total	1,274	100.00	6,79,474	100.00

• (j) Dematerialization of shares and liquidity:

As on 31.3.2021, 97.15% of equity shares of the Company including the entire shareholding of the Promoters group are in dematerialized form.

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• (k) The Company has presently no manufacturing activity.

• (l) Address for correspondence: Corporate Office: Gate No. 10, 1[st] Floor, Brabourne Stadium, 87 Veer Nariman Road, Mumbai – 400020.

10) OTHER DISCLOSURES:

(a) The Company has not entered into any materially significant transaction with any related party that may have a potential conflict with the interests of the Company. The policy for dealing with related party transactions is available at http://www.hawcoindia.in/pdf/Policy%20for%20determining%20materiality%20of%20relate d%20party%20transactions.pdf

• (b) No penalties or strictures have been imposed/made on/attached to the Company by BSE or SEBI or any other statutory authority on any matter related to capital markets during the last three years.

• (c) The Company has framed a vigil mechanism / whistle blower policy for directors and employees to report concerns regarding unethical behaviour, actual or suspected fraud etc.

The same can be accessed on the website of the Company. No employee of the Company was denied access to the Audit Committee during the year.

• (d) The Company has complied with the mandatory corporate governance requirements of SEBI’s Listing Regulations but has not adopted any discretionary requirements mentioned in Regulation 27(1) of the said Regulations except relating to financial statements of the Company which are mostly accompanied with unmodified audit opinions.

• (e) Material Subsidiaries - The Company does not have any subsidiary.

11) COMPLIANCE OF CODE OF CONDUCT:

All Board Members and Senior Management Personnel have affirmed compliance with the Code. A declaration signed by the Managing Director to this effect is appended to this Report.

12) CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has obtained a Certificate from Shri Shailesh Kachalia, Practicing Company Secretary, Membership No. FCS 1391 and CP No. 3888, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a director of the Company by the Securities and Exchange Board of India or by the Ministry of Corporate Affairs or by any other authority.

13) RECOMMENDATION OF ANY COMMITTEE OF THE BOARD WHICH IS MANDATORILY REQUIRED:

All recommendations given by the committees of the Board are required to be placed before the Board. The Board has accepted all the recommendations made by its committees during the financial year 2020 – 2021.

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14) TOTAL FEES PAID TO THE STATUTORY AUDITORS FOR THE FINANCIAL YEAR 2020 - 2021:

Total fees for all the services paid by the Company to the statutory auditors viz. M/s GMJ and Co. are as follows:

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----- Start of picture text -----

Sr. No. Particulars Amount (in Rs)
1 Statutory Audit Fees (Annually) 95,000
2 Tax Audit Fees (Annually) 15,000
3 Limited Review 45,000
Total 1,55,000
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15) DISCLOSURE IN RELATION TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the year under review no complaints were filed/received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has, however, complied with provisions relating to constitution of Internal Complaints Committee under the said Act.

16) DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SHARES:

Details of demat suspense account have been disclosed in the Directors’ Report.

DECLARATION - CODE OF CONDUCT

As per Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Directors and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, for the financial year ended March 31, 2021.

For Hardcastle and Waud Manufacturing Company Limited

Banwari Lal Jatia Managing Director (DIN: 00016823) Mumbai 18[th] June, 2021

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HARDCASTLE AND WAUD MANUFACTURING COMPANY LIMITED

Registered Office: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306

Tel No. 022-22837658-63 Fax No. 022-22873176

CIN No.: L99999MH1945PLC004581 E-Mail Id: ho@hawcoindia.com Website: www.hawcoindia.in

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name(s) of the member(s): …………………………………………………………………………….....…......................…………………………….....…........ Registered address: ……………………………………………………………………………….....…..............................…………………………….....….........

E-mail Id: ……………………………………………………………………………….....…............................................................................................. Folio No / Client No: ……………………………………………………………………………….....…............................................................................ DP Id:……………………………………………………………………………………………………………………………………………………………………………………….

I/We, being member(s) of …………………………equity shares of the above Company, hereby appoint

1. Name:………………………………………………………………………Address:………….......................…………………………………………………………… E-mail Id: ……………………………………………………………Signature:………………...........…………………………………………, or failing him/her

2. Name:………………………………………………………………………Address:………….......................…………………………………………………………… E-mail Id: ……………………………………………………………Signature:………………...........…………………………………………, or failing him/her

3. Name:………………………………………………………………………Address:………….......................……………………………………………………………

E-mail Id: ……………………………………………………………Signature:………………...........…………………………………………

as my / our proxy to attend for me / us and on my / our behalf at the 75[th ] Annual General Meeting of the Company to be held on Thursday, the 30th September, 2021 at 10.30 a.m. at Club House, Residency Gate, Next to Tower-A, Near Metro Junction Mall of West Pioneer Properties (I) Pvt Ltd, Netivali, Kalyan (E) - 421306 and at any adjournment thereof in respect of the following:

Resolution No.

1. To consider and adopt the Audited Financial Statements of the Company for year ended March 31, 2021 together with reports of the Directors and the Auditors thereon.

2. Re-appointment of Mr Piyushkumar Mehta (DIN: 08772311) who retires by rotation and, being eligible, offers himself for re-appointment.

Signed this .................................... day of .................................. 2021.

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Affix Rs.1/-
Revenue
Stamp
Here
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Signature of shareholder Signature of Proxy holder(s)

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before commencement of the meeting.

2. A proxy need not be a member of the Company.

3. Alterations, if any made in the Form of Proxy should be initialed.

4. A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.

6. In case of joint holders, the signature of any one holder will be sufficient, but names of all joint holders should be stated.

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HARDCASTLE AND WAUD MANUFACTURING COMPANY LIMITED

Registered Office: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E) 421306

Tel No. : 022-22837658-63 Fax No . : 022-22873176

CIN No.: L99999MH1945PLC004581 E-Mail Id : ho@hawcoindia.com Website: www.hawcoindia.in

ATTENDANCE SLIP

PLEASE BRING THIS ATTENDANCE SLIP TO THE MEETING HALL AND HAND IT OVER AT THE ENTRANCE

Sr No.:

Regd. Folio/DP ID & Client ID Name and Address of the Shareholder Name of Joint Holder(s), If any (In Block Letters) No. of shares held

I/We hereby record my/our presence at the 75[th] Annual General Meeting (AGM) of the Company held at Club House, Residency Gate, Next to Tower-A, Near Metro Junction Mall of West Pioneer Properties (I) Pvt Ltd, Netivali, Kalyan (E) - 421306 on Thursday, the 30[th] September, 2021 at 10.30 a.m.

Name of Attendee Signature of Shareholder/ Proxy/ Representative

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Kalyan Station Road to Metro Residency A-Tower - Go ROUTE MAP ~~ogle Maps~~

8/21/2020

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Kalyan Station Road to Metro Residency A-Tower 2:41 PM - 3:01 PM (20 min)

Prominent Land Mark: Next to Metro Junction Mall, Kalyan

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Map data ©2020 200 m

Live tra�c Fast Slow

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https://www.google.com/maps/dir/Kalyan+Station+Rd,+Bhanunagar+Kalyan(West),+Bhoiwada,+Kalyan,+Maharashtra+421301/Metro+Residency+A-T…