<dhhead>Directors report</dhhead>
Your Board hereby presents the 62nd Annual Report and the
Audited Accounts for the year ended 31st March, 2023
1. OPERATING RESULTS
The Companys financial performance under review is summarized
below:
|
For the year ended |
Particulars |
|
|
|
|
|
2022 23 |
2021 22 |
Sales (Net of GST) |
9,253.80 |
|
7,925.74 |
|
Other Operating Income |
29.10 |
9,282.90 |
29.52 |
7,955.26 |
Other Income |
|
73.12 |
|
17.90 |
Total Income |
|
9,356.02 |
|
7,973.16 |
Profit / (Loss) before Finance Cost, Depreciation |
3,182.14 |
|
|
2,965.44 |
and Tax |
|
|
|
|
Less: |
|
|
|
|
Finance Cost |
314.76 |
|
378.09 |
|
Depreciation |
118.62 |
433.38 |
113.45 |
491.54 |
Profit / Loss before Tax |
|
2,748.76 |
|
2,473.90 |
Less: |
|
|
|
|
Provision for Taxation : |
|
|
|
|
Current Tax |
769.67 |
|
694.39 |
|
Deferred Tax |
(70.42) |
699.25 |
(15.47) |
678.92 |
Net Profit / (Loss) |
|
2,049.51 |
|
1,794.98 |
Other Comprehensive Income |
|
(1.70) |
|
(150.44) |
Total Comprehensive Income |
|
2,047.81 |
|
1,644.54 |
The Company recorded a turnover of ` 9,282.90 lakhs in the year FY 2022
23, as compared to
` 7,955.26 lakhs, during the previous Financial Year 2021 22.
2. SUB DIVISION OF SHARES
The Company obtained the approval of Shareholders at the 61st
AGM held on 29th June, 2022 for Sub-Division of existing Equity Shares with
face value of ` 10/- (Ten) each fully paid up into five Equity Shares of face value of `
2/- (Two) each fully paid up.
Accordingly, the sub-division exercise was completed on 10th
August, 2022 (Record Date) and the Company obtained New ISIN INE783E01023 replacing the
previous ISIN INE783E01015.
3. DEPOSITORY SYSTEM
As on March 31, 2023, Shares of 12,524 Shareholders out of 12,669
shareholders are held in Demat form and 8839125 shares were Dematerialised, representing
98.61% of the total Equity Share Capital compared to 97.95% as on FY 2021 22.
4. DIVIDEND
Your Directors recommend a dividend of 175% (` 3.50 /- (Three
Rupees Fifty Paise only)) per equity share of ` 2/- each for the financial year ended 31st
March, 2023, absorbing a sum of ` 313.74 lakhs, subject to the approval of shareholders at
the ensuing 62nd Annual General Meeting.
5. TRANSFER TO GENERAL RESERVES
Your Board has proposed to transfer Rs.15 Crores to General Reserve.
6. PERFORMANCE REVIEW a. SILVER ZINC BATTERIES
The Company achieved a turnover of ` 8,844.40 lakhs through Silver Zinc
Battery supplies during the FY 2022 23, as against ` 7,429.43 lakhs, during the FY
2021 22.
This was made possible by the regular and on-time placement of Orders
by Defence establishments, DRDO and Indian Navy. Availability of orders on hand had made
possible uninterrupted production and completion of inspection cum testing without undue
delays. Performance could have been better, had the expected orders from Defence,
materialized early and impact of COVID causing delays in receipt of imported materials had
not been there. b. NICKEL CADMIUM BATTERIES
During the year, the turnover of Nickel Cadmium Division was ` 409.40
lakhs, as against ` 496.51 lakhs during the previous year. Placement of orders by Air (HQ)
for Nickel Cadmium Batteries is based on military urgency versus stock position and hence
the ordering cycle keeps varying.
c. LEAD ACID BATTERIES (LAB)
As reported earlier, Lead Acid Battery division operations remained
suspended since April, 2019 due to severe competition in the market resulting in
non-remunerative prices. Our efforts of the Plant keeping in mind the sustainability of
the operations, has not yielded favourable results, so far.
d. EXPORTS
During the year, the export turnover was Nil as compared to ` 185.69
lakhs last year. All efforts are being made to secure export orders during the Current
Year.
e. COVID 19 IMPACT
Owing to Covid pandemic and the consequent impact, the Company had to
face disruptions in supply chain and delays in receipt of imported materials, continue
till date.
f. FINANCE
The Companys financial position was comfortable for most part,
owing to our improved operations, supplemented by the support of our bankers, in terms of
working capital enhancement and reduction in interest rates. Though the Company is
categorized as MSME, payment from Defence Departments gets delayed and bunched up due to
internal funds allocation issues of the Ministry.
On such occasions, the needed financial was extended by our Bankers to
ensure smooth and sustained operations of our plant.
g. ISO 9001 / ISO 14001, OHSAS 45001 CERTIFICATION ACCREDITATION
Our Quality Management Systems "(QMS) ISO 9001:2015",
"Environmental Management
Systems" (EMS) ISO 14001:2015 and OHSAS 45001 : 2018
"Occupational Health and Safety Management Systems (OHSAS), continue to be accredited
for Aerospace, Naval Battery Division and Lead Acid Battery Divisions.
h. RESEARCH AND DEVELOPMENT
i. Underwater propulsion Battery
During FY 2021 22, our R & D received orders from DOI (Navy)
on a two year contract, for the development cum supply of two distinct types of high
power, high energy Silver Zinc Battery for Underwater propulsion. The programs involving
design, development and Qualification of Cells, were challenging in terms of specific and
we had completed both the programmes satisfactorily, on time, Supply of batteries, for Sea
Trials is in progress.
ii. CHT Program
A development program with OECT as the nodal agency, funded by both CHT
and with our participation, was signed during FY 2022-23. It is a new and
challenging area that we are pursuing pertaining to the broad field needed resources and
technical knowledge.
iii. Vanadium based flow battery
Based on the satisfactory completion of 1 kW/ 10kWh program in
co-ordination with IIT Chennai, proposal submitted towards next phase of work, to pursue
10 kWfrom the / 50kWh system.
iv. Lithium Ion Battery (LIB)
Lithium Battery pack assembly work established on a Laboratory scale,
is continuing on a low volume level and at a slow pace. Our in house evaluation of street
lights using
2nd life LIB packs, put on charging during daytime through
solar panels, is going on.
7. CURRENT YEAR (2023- 24)
With the orders on hand and the orders in pipeline which are at an
advanced stage of finalization / release, the Company expects to put in good performance
during the current year. (a) Development activities pertaining to a long endurance
battery, taken up as a two year program through DRDO funded contract, is in progress which
will get completed by next year and thereafter expected to get into production mode.
(b) Centre for High Technology (CHT) with IOCL and GAIL as
Participating agenciestechnicalhadperformance, initiated a program with funding from all
and with our participation. The two year program pertains to the broad area of in-situ
Power Generation and Hydrogen Economy.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industry structure as well as on the
financial and operational performance is contained in the Management of Hydrogen
economy, as we possess the
Discussion and Analysis Report that forms an integral part of
this Report Annexure 1.
9. CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, Corporate Governance
Report together with the certificate Companys auditors
confirmingthe compliance of conditions on Corporate Governance is given in Annexure
2. The Corporate Governance Report also includes contents and disclosures
required under Section 134(3) of the Companies Act, 2013 at relevant places that forms an
integral part of this report.
2nd life LIB packs, put on charging during daytime through
solar panels, is going on.
10. EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, a copy of annual return
for FY 2022 23 will be placed on the website of the company www.highenergy.co.in
after conclusion of the 62nd AGM.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013 with respect
to the Directors
Responsibility Statement, your Board confirms that: (a) in the
preparation of the annual accounts, the applicable Accounting Standards have been
followed, (b) the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs Company, at the end of the financial
year and of the profit period;
(c) the Directors have taken proper and care towards the maintenance of
adequate accounting records, in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(d) the Directors have prepared the annual accounts on a "going
concern" basis.
(e) the Directors have laid down internal financial Company and that
such internal financial controls are adequate to operate effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate to operate
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, the Company did not give any loan or provided any
Security or Guarantee or make investment, which are covered under Section 186 of the
Companies Act, 2013.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
Since the Company remains outside the purview of Section 188(1) read
with Rule 15 of Companies (Meeting of Board and its Powers) Rules, 2014, the reporting
requirements thereunder are not applicable.
14. MATERIAL CHANGES AND COMMITMENTS of the
There was no change in the nature of business of the Company
duringofthe Companyforthat the year. There are no material changes and commitments in the
business operations of the Company since the sufficient close of the Financial Year as on
31st March 2023, to the date of this Report.
15. CONSERVATION OF ENERGY
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given
in Annexure 3.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is covered under the mandate of Section 135 of the
Companies Act, 2013 for FY 2022 23. The CSR report in the prescribed form is
given in Annexure 4 that forms part of this report. Against CSR obligation
of ` 21.10 Lakhs, we had spent ` 22.20 Lakhs, for the FY 2022 23.
17. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
furnished in Annexure 5.
18. CLASSIFICATION OF MICRO, SMALL AND MEDIUM ENTERPRISES (MSME)
The Company comes under MSME classification, since 1st July,
2020 as "Small" Enterprises (UDYAM-TN-02-0000445). The said category was changed
as "Medium" Enterprises from Small from 26th June, 2022. Further the
Company avails/utilises the benefits, reclassification and Bank operations.
19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS
(i) The Company has laid down adequate systems and well-drawn
procedures for ensuring internal financial controls. It has appointed an external audit
firm as Internal
Auditors for periodically checking and monitoring the internal control
measures.
(ii) Internal Auditors are present at the Audit Committee meetings
where internal audit reports are discussed. Periodical compliance report, on the
observation points considered or implemented, is issued by the Internal Auditors.
(iii) The Board of Directors have put in place budgetary control and
monitoring measures for ensuring the orderly and conduct of the business of the Company,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.
(iv) Audit Trail requirements as per New Standards, was introduced in
ERP system and validated.
20. INDIAN ACCOUNTING STANDARDS (IndAS)
The Financial Statements of the current year are prepared under IndAS
which was adopted since Financial Year 201718.
21. CASH FLOW STATEMENT
As required under Regulation 53 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,arising out of this 2015, a Cash Flow Statement is
attached to the Balance Sheet. including GOI / MOD contracts
22. INDUSTRIAL RELATIONS
Relations between the Management and Employees were cordial throughout
the year under review. The Management ensured that all necessary steps were taken to
follow the guidelines / norms mandated by the Government to prevent the spreading of Covid
pandemic.
23. DIRECTORS
(a) Pursuant to Section 152 (6) of the Companies Act, 2013 and in
accordance with Article 89 of the Articles of Association of the Company, Mr. M Ignatius
(DIN: 08463140), Whole Time Director designated as Director (Operations), retires by
rotation at this meeting and being eligible offers himself for reappointment
Necessary resolution is placed before the members for their approval.
(b) On the recommendation of the Nomination and Remuneration Committee,
the Board of Directors at their meeting held on 18th March, 2023, reappointed
Dr. G. A. Pathanjali (DIN: 05297665) of the Company for a further term of three
years from 1st April, 2023 to 31st March, 2026, not liable to
retire by rotation. Necessary resolution is placed before the members for their approval.
(c) On 29.10.2022, the Board in its meeting accepted the resignation of
Mr. H Nanda (DIN: 09595835) Nominee Director, LIC, from the Board of the Company. The
Board places on record its appreciation of his involved participation in the deliberations
at the Board meetings, during his tenure.
(d) Life Insurance Corporation of India (LIC) nominated Mr. N P Sinha
(DIN: 07980838) as Nominee Director of LIC on the Board of the Company in place of Mr. H
Nanda. Pursuant to Regulation 17 (1C) of SEBI LODR, the Company obtained the approval of
the shareholders through Postal Ballot Remote voting. The period of remote voting
commenced from 10th February, 2023 and ended on 11th March, 2023.
The result was declared on 13th March, 2023 and his nomination was approved by
the Shareholders with requisite majority.
24. AUDITORS
(a) The Company obtained the approval of Shareholders at the 61st AGM
held on 29th June, 2022 for the appointment of M/s. Maharaj N R Suresh
and Co LLP, Chartered Accountants as Statutory Auditors of the Company for a Second term
of Five years to hold
61st Annual General Meeting till the conclusion of the 66th
Annual General Meeting of the Company.
(b) Particulars of Statutory Auditor, Internal auditor and the
Secretarial Auditor are given in the Corporate Governance Report that forms an integral
part of this Report.
(c) M/s. R Subramanian & Company LLP was appointed as Internal
Auditor of the Company for a period of two (2) years, FY 2023 24 & FY 2024
25.
(d) M/s. B.K. Sundaram & Associates, Company Secretaries was
appointed as Secretarial Auditor of the Company for the FY 2022 23. The Board
hereby acknowledge the support rendered by M/s. B.K. Sundaram & Associates for all
these years.
(e) Secretarial Audit Report, as required by Section 204(1) of the
Companies Act, 2013, is attached as Annexure 6.
(f) The Board appointed M/s. V Suresh Associates, Company Secretaries
as "Secretarial Auditor" for two (2) years, FY 2023 24 & FY
2024 25.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to: (i) all the
valued customers viz., Defence Services, VSSC, ISRO, RCI, ASL, DRDO Laboratories and
Ministry of Defence (MOD), NSTL, NPOL, NMRL, BDL, BrahMos (BAPL), BEL,HAL, ADE, ADA and
other defence based organizations such as DGONA, DAPI, CVRDE, MGO, Air(HQ), HQMC for the
wholehearted support and encouragement, towards indigenous sourcing of Batteries for
strategic applications, fulfilling Atma Nirbharta.
(ii) all our valued Govt Statutory Bodies like IOF, PCB, Inspection cum
Certifying agencies such as CEMILAC, DGAQA, DGNAI, MSQAA, SSQAG, R&QA for their timely
and meticulous adherence of Quality Assurance / Product acceptance procedures.
(iii) Educational Institutions viz., NIT(T), IIT Chennai for their
co-operation and technical support to our R & D progress. OECT, part of ONGC for
initiating a program on Vanadium Redox Flow Battery (VRFB), Centre for High Technology
(CHT) in partnership with OECT, IOCL and GAIL for initiating development activities
pertaining to Fuel Cells and Electrolyser based Green Energy using Hydrogen. Research
Institutions like CECRI, for involving in our Indigenisation efforts
(iv) the Overseas customers, who have reposed utmost faith and
confidence in our
(v) the Consortium of Bankers viz., UCO Bank Limited (UCO) and Punjab
National Bank
(PNB) for extending timely financial support for the continued positive
performance of the Company; (vi) the Employees at all levels of the company for their
co-operation, harmonious working and the sincere efforts put in to achieve improved
performance.
(vii) to all suppliers, vendors ,service providers, sub -contractors
and Shareholders for their continued trust and support.
|
(For Board of Directors) |
Chennai |
N GOPALARATNAM |
. 29th April, 2023 Chairman |